UACO Participation Agreement

PARTICIPATING PROVIDER AGREEMENT

THIS PARTICIPATING PROVIDER AGREEMENT (“Agreement”) is entered into on , and effective January 1, 2025 (The “Effective Date”) by and between D/B/A (“Group”) and Urgent ACO LLC D/B/A Urgent ACO (the “UACO”). Group and UACO are sometimes referred to herein, collectively, as the “Parties” and, individually, a “Party.”

RECITALS

WHEREAS, UACO operates as an Accountable Care Organization that supports participation in the Centers for Medicare and Medicaid Services (“CMS”) Medicare Shared Savings Program (“Medicare Shared Savings Program”) on behalf of participating physicians, and other providers;

WHEREAS, Group is comprised of providers who possess unrestricted licenses to practice their professions in the states in which they practice; and

WHEREAS, Group desires to participate with UACO as an ACO Participant in the Medicare Shared Savings Program (and be listed as such in materials submitted to CMS by UACO) pursuant to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein, the adequacy of which is hereby acknowledged, Group and UACO agree as follows:

ARTICLE I

DEFINITIONS

1.1 “Accountable Care Organization” or “ACO” means a legal entity that brings together health care providers and suppliers accountable for the quality, cost and overall care of Medicare Fee-For-Service Beneficiaries.

1.2 “ACO Participant” means a facility, group of health care practitioners (including, but not limited to, Group) or individual health care practitioner identified by a Medicare-enrolled tax identification number (“TIN”) that enters into a Participating Provider Agreement with UACO and is listed in materials submitted to CMS by UACO in accordance with Medicare Shared Savings Program Requirements.

1.3 “ACO Participation Agreement” means the ACO participation agreement that UACO has entered into with CMS to participate in the Medicare Shared Savings Program.

1.4 “ACO Provider/Supplier” means an individual or entity that is a Medicare provider or supplier enrolled in Medicare and bills for services under an ACO Participant TIN.

1.5 “Beneficiary” means a Medicare Fee-For-Service beneficiary individual who is (a) enrolled in the original Medicare fee-for-service program under both Medicare Part A and Part B; and (b) not enrolled in any of the following: (i) a Medicare Advantage plan under Medicare Part C; (ii) an eligible organization under Section 1876 of the Social Security Act (the “Act”); or (iii) a Program for All-Inclusive Care PACE program under Section 1894 of the Act, who may be assigned by CMS under the Medicare Shared Savings Program, including those beneficiaries reflected as being preliminary prospectively assigned to UACO.

1.6 “UACO Policies” means all provider manuals, guidelines, policies, procedures, standards, criteria and requirements developed by UACO, as modified from time to time.

1.7 “Covered Services” means those health care services for which Medicare benefits are payable under the Medicare fee-for-service payment system.

1.8 “Group Practitioner” means each of the providers within the Group billing under Group’s Medicare-enrolled TIN. Group shall provide to UACO an update of its roster of Group Practitioners within thirty (30) days of addition or deletion of a Group Practitioner, and such updates will not require a written amendment to this Agreement.

1.9 “UACO Program” means UACO’s active and ongoing program to promote evidence-based medicine and Beneficiary engagement, report on quality and cost metrics, and coordinate care delivered to Beneficiaries.

1.10 “Medicare Shared Savings Program Requirements” means all Medicare Shared Savings Program requirements and conditions, including, but not limited to, those specified in the ACO Participation Agreement and in Part 425 of Title 42 of the Code of Federal Regulations.

1.11 “Participating Provider(s)” means, collectively, ACO Participants and ACO Providers/Suppliers.

1.12 “Primary Care Services” mean the set of services identified by CMS as “primary care services” for purposes of assigning Medicare Shared Savings Program Beneficiaries as updated by CMS from time to time.

ARTICLE II

DUTIES OF UACO

2.1 Regulatory Compliance. UACO will operate in compliance with all applicable laws and regulations.

2.2 UACO Program. UACO will implement and administer a program of initiatives that will promote evidence-based medicine and Beneficiary engagement, report on quality and cost metrics, and coordinate care provided by Group and Group Practitioners to Beneficiaries assigned to UACO, all in accordance with the Medicare Shared Savings Program.

2.3 UACO Provider Directory and Marketing Materials. UACO will have the authority to list Group’s as well as Group Practitioners’ names, specialties, addresses, and telephone numbers in UACO marketing materials to help promote UACO or health benefit programs to Beneficiaries. All marketing materials developed by UACO will comply with and be submitted to CMS in accordance with §425.310 of the Code of Federal Regulations.

2.4 Amendments to UACO Policies. UACO will notify Group of changes in applicable UACO Policies by electronic mail or other form of written notice prior to their effective dates. Any and all such changes will become effective without amendment to this Agreement as of the date UACO has set forth in the notice of change in policy provided by UACO.

2.5 Shared Savings Distribution. Shared savings received by UACO will be distributed to Group in accordance with Medicare Shared Savings Program Requirements and methodologies established by UACO as identified on Exhibit C to encourage Group and Group Practitioners to adhere to the quality assurance and improvement program, evidence-based clinical guidelines and other initiatives instituted by the UACO.

ARTICLE III

DUTIES OF GROUP

3.1 Medicare Enrolled. As of the Effective Date, Group shall be Medicare enrolled and registered in the Provider Enrollment, Chain, and Ownership System (PECOS).

3.2 UACO Authority to Contract on Behalf of Group. Group shall authorize and designate UACO to act as its agent with the authority to bind Group (and Group Practitioners) to the terms of this Agreement and the ACO Participation Agreement. In addition, Group agrees that Group shall cause each Group Practitioner to complete and/or execute such forms and other documentation as UACO requests to facilitate participation in the Medicare Shared Savings Program and compliance with UACO Policies and Medicare Shared Savings Program Requirements.

3.3 UACO Initiatives. Group shall, and shall ensure that Group Practitioners shall, actively and meaningfully participate in all initiatives, efforts and requirements of UACO including but not limited to:

(a) Participate in the Medicare Shared Savings Program under UACO’s ACO Participation Agreement and abide by all related UACO requirements including but not limited to those set forth in Exhibit A, attached hereto and incorporated herein by this reference.

(b) Comply with all UACO Policies (as updated from time to time by UACO) including, but not limited to, UACO Policies related to:

(i) Participation in quality assurance and improvement programs and other initiatives designed to (i) improve the quality and efficiency of the health care services provided by Group and Group Practitioners, promote Beneficiary involvement, and/or (iii) coordinate care;

(ii) Participation criteria and standards;

(iii) Information technology criteria and standards;

(iv) Sharing data and information with UACO that is (a) contained in Group’s and Group Practitioners’ medical records, billing, claims, practice management system, or other systems, electronic or otherwise, and (b) consistent with the purposes contemplated by this Agreement. All such data and information shall be shared in a manner consistent with applicable law regarding disclosure and in the format described in UACO Policies;

(v) Participation in various remediation activities by UACO with respect to practice patterns

3.4 Compliance with Medicare Shared Savings Program Requirements and Applicable Laws. Group agrees, and shall require Group Practitioners to agree, to:

(a) Participate in the Medicare Shared Savings Program under UACO’s ACO Participation Agreement and abide by all Medicare Shared Savings Program Requirements, including, but not limited to those specified on Exhibit B, attached hereto and incorporated herein by this reference.

(b) Comply with all other applicable laws and their implementing regulations, including, but not limited to, the following:

(i) Federal and State criminal laws;

(ii) The False Claims Act;

(iii) The Anti-Kickback Statute;

(iv) The Civil Monetary Penalties law

(v) The Physician Self-Referral law

(vi) The Health Insurance Portability and Accountability Act of 1996

(vii) The 21st Century Cures Act

3.5 No Excluded Provider. Group represents and warrants that: (i) Group Practitioners and all Group non-physician personnel possess all licenses, certifications and permits necessary for the practice of their profession in their respective states; (ii) Group, its owner(s), and/or its personnel (including Group Practitioners) are not debarred, excluded, suspended or otherwise ineligible to participate in any federal health care program; and (iii) nor have any of them been convicted of a felony or any health care related crime. Group agrees to notify UACO immediately in writing in the event that (i) any license, permit or certification held by a Group Practitioner is terminated, suspended or otherwise subject to adverse action; (ii) Group, its owner(s) or any of its personnel (including Group Practitioners) is proposed for debarment, exclusion or suspension or is debarred, excluded, suspended or otherwise ineligible to participate in a federal health care program; or (iii) any such person is a subject or is convicted of a felony or health care related crime. Group agrees to indemnify and hold UACO harmless against any and all losses or damages relating to any claim or demand arising from Group’s, its owner(s)’ or personnel’s (including Group Practitioners’) loss of licensure, debarment, exclusion or suspension from participation in a federal health care program or their conviction of a felony or health care related crime.

3.6 Group Services. Group shall:

(a) Provide, and cause Group Practitioners to provide, Covered Services to Beneficiaries in accordance with accepted medical standards in the community, UACO Policies, and Medicare Shared Savings Program Requirements;

(b) Provide, and cause Group Practitioners to provide, Beneficiaries with access to medically necessary Covered Services at all times, including arranging for coverage by another Participating Provider (in compliance with Section 3.6 below) when appropriate coverage by Group is unavailable or establishing alternate coverage arrangements;

(c) Cooperate with other Participating Providers involved in the care and treatment of Beneficiaries in providing authorized Covered Services; and

(d) Comply, and cause Group Practitioners to comply, with the utilization review, quality assurance and improvement, peer review, and other requirements and procedures established by UACO as set forth in the UACO Policies and as required by this Agreement and the Medicare Shared Savings Program Requirements.

Group acknowledges that it may not be eligible for amounts otherwise payable to Group for Covered Services hereunder or under the ACO Participation Agreement if Group fails to materially comply with applicable UACO Policies, and the Medicare Shared Savings Program Requirements.

3.7 No Guarantee of Utilization. Group acknowledges that UACO does not warrant or guarantee that Group or Group Practitioners will be utilized by any Beneficiary or any number of Beneficiaries.

3.8 Referrals. Group shall, and shall ensure that Group Practitioners shall, use reasonable efforts to make referrals of Beneficiaries to Participating Providers; provided, however, that UACO, Group, and Group Practitioners are prohibited from requiring that Beneficiaries be referred only to Participating Providers. This prohibition does not apply to referrals made by employees or contractors (who are operating within the scope of their employment or contractual arrangement) to the employer or contracting entity, provided that the employees and contractors remain free to make referrals without restriction or limitation if the Beneficiary expresses a preference for a different provider, practitioner or supplier; the Beneficiary’s insurer determines the provider, practitioner, or supplier; or the referral is not in the Beneficiary’s best medical interests in the judgment of the referring party.

3.9 Prohibition on Marketing. Group shall not engage in, and shall prohibit each Group Practitioner from engaging in, any marketing activities for UACO or UACO activities without UACO’s prior written approval.

ARTICLE IV

TERM AND TERMINATION

4.1 Term and Renewal. This Agreement shall commence on the Effective Date and shall continue for a period of one calendar year (the “Initial Term”). Thereafter, this Agreement shall automatically renew for successive one (1) year terms (each a “Renewal Term’’) provided that this agreement is not terminated in accordance with this Article 4. The Initial Term and any Renewal Term(s) may be referred to herein as the “Term.”

4.2 Termination by UACO.

(a) Immediate Suspension or Termination. Notwithstanding anything to the contrary herein, UACO may suspend or terminate the participation of Group or any Group Practitioner under this Agreement immediately upon notice to Group in the event of any of the following: (a) a suspension or revocation of Group’s or a Group Practitioner’s license, certificate or other legal credential authorizing such Group or Group Practitioner to provide health care services; (b) a conviction of Group or a Group Practitioner of felony or any criminal charge related to the rendering of health care services; (c) notification by CMS that the Group or Group Practitioner is ineligible for participation in the Medicare Shared Savings Program; (d) Group or any Group Practitioner’s debarment, exclusion, suspension or other ineligibility to participate in a federal health care program. Immediately upon a Group Practitioner’s suspension or termination pursuant to this Section 4.2, Group shall require such Group Practitioner to cease billing Medicare under Group’s Medicare- enrolled TIN.

(b) Termination without Cause. UACO may terminate this Agreement without cause by providing Group with at least ninety (90) days’ advance written notice.

(c) Termination with Cause. UACO may terminate this Agreement upon thirty (30) days’ advance written notice if Group (or any Group Practitioner) fails to comply materially with the terms of the Agreement or the Medicare Shared Savings Program Requirements.

4.3 Termination by Group.

(a) Termination without Cause prior to 1/1/2025. Group may terminate this Agreement without cause by providing UACO at least five (5) days’ advance written notice of September 5, 2024.

(b) Termination without Cause after 1/1/2025. Group may terminate this Agreement without cause by providing UACO at least ninety (90) days’ advance written notice of December 31 of the calendar year.

(c) Termination with Cause. Group may terminate this Agreement upon thirty (30) days’ advance written notice if UACO fails to comply materially with the terms of this Agreement. UACO shall have thirty (30) days commencing the day after receipt of Group’s notice of its intent to term for cause to remediate the breach. If UACO fails to remedy the alleged breach with such remediation period, Group may terminate this Agreement effective as of the day after the end of the remediation period.

4.4 Automatic Termination. This Agreement shall automatically terminate if UACO is terminated from the Medicare Shared Savings Program.

4.5 Data Collection Obligations Post-Termination. Following termination of this Agreement (for any reason), Group and Group Practitioners shall continue to participate in the data collection efforts for the calendar year(s) during which this Agreement was in effect. The Parties acknowledge that Medicare Shared Savings Program data collection for the prior calendar year is completed during the first quarter of the subsequent year.

ARTICLE V

EXCLUSIVITY AND OTHER SHARED SAVINGS INITIATIVES

5.1 Group represents, warrants, and covenants Exclusivity. Group represents and warrants that as of the Effective Date, and during the course of this Agreement, neither Group nor any Group Practitioner participates, or shall participate, in any other CMS Medicare Shared Savings Program through an ACO other than UACO, or any model tested or expanded under section 1115A of the Social Security Act that involves shared savings (collectively, the “Shared Savings Programs”).

ARTICLE VI

USE AND DISCLOSURE OF CONFIDENTIAL AND PATIENT INFORMATION

6.1 Confidential Information. Group acknowledges that, during the Term of this Agreement, it will receive confidential information pursuant to its obligations under this Agreement. Accordingly, Group agrees that it shall not disclose to any unauthorized third party, including, without limitation, other Participating Providers, confidential and proprietary information collected or exchanged pursuant to the UACO Policies or this Agreement (“Confidential Information”), unless such disclosure is authorized in advance in writing by UACO. Such Confidential Information includes, but is not limited to:

(a) Clinical and other data and information shared with Group pursuant to the UACO Program;

(b) Performance results regarding Participating Providers, including Group and Group Practitioners; and

(c) Business operations, practices and procedures of UACO, including staffing, strategies, financial plans and budgets, contractual relationships or terms, practice management procedures, health information technology systems and/or systems or processes related to the specific operation of UACO.

Confidential Information shall not include information that is known to Group before its disclosure, is publicly known through no fault of Group, is received from a third party who is not bound by a confidentiality agreement or any other fiduciary or confidentiality obligations, or is approved in writing for release by the UACO.

6.2 Permitted Disclosures. Notwithstanding the foregoing, Group may disclose the terms of this Agreement to its employees, agents or attorneys with a need to know and who have undertaken a similar duty of nondisclosure. In addition, if either Party is requested or becomes legally compelled (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) to make any disclosure which is prohibited or otherwise constrained by Section 6.1, that Party agrees to (i) provide the other Party with prompt notice of such request(s) so that it may seek an appropriate protective order or other appropriate remedy, and (ii) cooperate with the other Party in its efforts to decline, resist or narrow such requests.

6.3 Compliance with Law. Each Party shall comply (and Group shall ensure that Group Practitioners comply) with federal and state law applicable to the disclosure of Confidential Information and patient information.

6.4 HIPAA Compliance. With regard to patient identifiable information shared by Group with UACO under this Agreement, UACO shall be deemed the “business associate” of Group pursuant to the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), and the Parties shall abide by the terms of the separate Business Associate Agreement.

ARTICLE VII

MISCELLANEOUS

7.1 Independent Contractors. UACO and Group are separate and independent entities. Nothing in this Agreement shall be construed or be deemed to create a relationship of employer and employee or principal and agent except as otherwise provided in this Agreement or any relationship other than that of independent entities contracting with each other solely for the purpose of carrying out the terms and conditions of this Agreement. Neither Party shall have any express or implied right of authority to assume or create any obligation or responsibility on behalf of, or in the name of, the other Party or to bind the other Party in any manner except as set forth herein.

7.2 Waiver of Default. The waiver by either Party to this Agreement of any one or more defaults, if any, on the part of the other, shall not be construed to operate as a waiver of any other future defaults, either under the same or different terms, conditions or covenants contained in this Agreement, in its Exhibits, or in written notice hereunder.

7.3 Entire Understanding/No Third Party Beneficiaries. This Agreement and the Exhibits which are attached hereto, and any other specifically referenced materials, constitute the entire understanding between UACO and Group with respect to the subject matter hereof. This agreement shall supersede and render null and void all prior and contemporaneous agreements, whether written or oral between the Parties with respect to the subject matter hereof. This Agreement is not intended to confer upon any person other than the Parties any rights or remedies hereunder.

7.4 Maintenance of Records after Termination. Both Parties shall maintain records and provide such information to the other Party and to appropriate state and federal authorities as may be necessary for compliance by UACO with the provisions of applicable laws. This obligation is not terminated upon a termination of this Agreement whether by rescission or otherwise.

7.5 Severability. In the event any term or provision of this Agreement is rendered invalid or unenforceable, the remainder of the provisions of this Agreement shall remain in full force and effect.

7.6 Amendments. UACO may amend this Agreement unilaterally to implement necessary operational changes, including but not limited to those obligations set forth in Exhibits A and B, and/or to make this Agreement compliant with any current or subsequent changes in any applicable statute, rule, regulation or other law (including, but not limited to, Medicare Shared Savings Program Requirements) or any order or directive or interpretation of any applicable governmental authority or regulatory body upon thirty (30) days’ notice to the Group. All other modifications to this Agreement must be made by written amendment to this Agreement agreed upon by the Parties.

7.7 Applicable Law. This Agreement shall be governed in all respects by the laws of the State of Illinois without regard to conflicts or choice of laws, provisions or rules.

7.8 Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties hereto. This Agreement shall not be assignable by Group without the written consent of UACO, which shall not be unreasonably withheld. UACO shall be permitted to assign this Agreement, and its rights and obligations under this Agreement, to another entity that controls, is controlled by or under common control with UACO, without the consent of Group.

7.9 Notice. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given when sent by e-mail, hand delivered, when deposited in the United States mail, if mailed by certified or registered mail, return receipt requested, postage prepaid, or if delivered by a nationally recognized overnight delivery service to the following addresses:

If to Group:

Address Line 1:

Address Line 2:

City, State Zip:

If to UACO: President

Urgent ACO

3200 West End Ave

Suite 500

Nashville, TN 37203

or to such other address, and to the attention of such other person or officer as any Party may designate in writing. Unless otherwise specified herein, all notices given hereunder shall be deemed to have been received by the Party to which it was addressed (a) immediately upon e-mail or personal delivery, (b) three (3) business days after the date of posting of notice sent by registered or certified mail, and (c) on the date shown on the signature confirmation of a reputable overnight delivery service.

7.10 Access to Books and Records. The Parties to this Agreement acknowledge their obligation to comply with Section 1861(v)(1)(I) of the Social Security Act, as amended, and written regulations promulgated thereunder. Accordingly, the Parties agree to comply with the following statutory requirements governing the maintenance of documentation to verify the cost of any goods provided or services rendered pursuant to this Agreement: (i) until the expiration of four (4) years after the furnishing of any services pursuant to this Agreement, each Party will make available, upon written request of the Secretary of Health and Human Services, or upon request of the Comptroller General of the United States, or any of their duly authorized representatives, copies of this Agreement and any books, documents, records, or other data of the Parties that are necessary to certify the nature and extent of costs incurred for such goods or services; and (ii) if a Party carries out any of its duties under this Agreement through a subcontract with a related organization involving a value or cost of $15,000.00 or more over a twelve (12) month period, such Party will cause each such subcontract to contain a clause to the effect that, until the expiration of four (4) years after the furnishing of any service pursuant to said subcontract, the related organization will make available, upon written request of the Secretary of Health and Human Services, or upon request of the Comptroller General of the United States, or any of their duly authorized representatives, copies of said subcontract and any books, documents, records or other data of said related organization that are necessary to certify the nature and extent of such costs.

7.11 Survivability. The respective rights and obligations of the parties set forth in Article 6, Section 7.4, and Section 7.10, as well as any payment obligations under this Agreement that accrued prior to a termination of this Agreement pursuant to Article IV shall indefinitely survive the expiration or termination of this Agreement to the extent necessary to preserve such rights and obligations.

EXHIBIT A

UACO PROGRAM PARTICIPATION EXPECTATIONS

Group and Group Practitioners shall comply with (and shall cause each of their respective employees, independent contractors and subcontractors to comply with) all applicable UACO Program elements, including, but not limited to the stipulations listed below. Group must demonstrate Group’s compliance with all such requirements by checking each applicable box. Group is obligated to notify UACO immediately if any representation made by Group below changes.

1. General Requirements

Exclusivity:

Any ACO Participant, as identified by the taxpayer identification number (TIN), may not participate in multiple Shared Savings Programs, including the Medicare Shared Savings Program.

eCQM:

Group and Group Practitioners participating in the Medicare Shared Savings Program must meet eCQM reporting requirements to satisfy the quality category of the Merit-based Incentive Program (MIPS), a system for value-based reimbursement under the Quality Payment Program (QPP). To accomplish this, each ACO Participant must commit to one (1) of the following options:

Quality Vendor:

Engage with the UACO quality reporting vendor by the effective date of this Agreement;

OR

QRDA:

Commit to submitting eCQM QRDA I or QRDA III file(s) for a full calendar year, as evidenced by providing EMR vendor documentation demonstrating contractual obligation to build eCQMs no later than thirty (30) days prior to the start of the applicable performance year.

AND

eCQM Reporting Obligations Post Termination:

Following termination of this Agreement (for any reason), Group and Group Practitioners shall continue to participate in the eCQM reporting activities for the calendar year(s) during which this Agreement was in effect. The Parties acknowledge that Medicare Shared Savings Program eCQM reporting activities for the prior calendar year are completed during the first quarter of the subsequent year.

Promoting Interoperability (PI):

Group and Group Practitioners participating in the Medicare Shared Savings Program must fulfill the Promoting Interoperability reporting requirements as outlined in the MIPS program and found in §414.1375 of the Code of Federal Regulations. Each ACO Participant must commit to one (1) of the following options:

Report:

Report all applicable Promoting Interoperability objective measures and attestations;

OR

Exception:

Submit a MIPS Promoting Interoperability Performance Category Hardship Application, citing an appropriate reason for CMS review and approval;

OR

Special status:

Qualify for an exception based on special status, according to §414.1310 of the Code of Federal Regulations.

AND

PI Reporting Obligations Post Termination:

Following termination of this Agreement (for any reason), Group and Group Practitioners shall continue to complete the PI reporting requirements for the calendar year(s) during which this Agreement was in effect. The Parties acknowledge that MIPS PI reporting requirements for the prior calendar year are completed during the first quarter of the subsequent year

2. Noncompliance Failure to comply with the stipulations outlined in this exhibit may result in the termination of this Agreement in accordance with Section 4.2 of the Agreement.

EXHIBIT B

MEDICARE SHARED SAVINGS PROGRAM REQUIREMENTS FOR ACO PARTICIPANTS

Group and Group Practitioners shall be bound by and comply with (and shall cause each of their respective employees, independent contractors and subcontractors to comply with) all applicable Medicare Shared Savings Program Requirements applicable to individual ACO Participants, including, but not limited to:

1. Audits and Record Retention.

a. Audits. Group shall permit CMS, DHHS, the Comptroller General, the Federal government or their respective designees to audit, inspect, investigate, and evaluate any books, contracts, records, documents and other evidence of Group and Group Practitioners related to the following: (1) UACO’s compliance with the Medicare Shared Savings Program, (2) the quality of services performed and determination of amount due to or from CMS under UACO’s ACO Participation Agreement, and (3) the ability of UACO to bear the risk of potential losses and to repay any losses to CMS. 42 C.F.R. §425.314(a).

b. Record Retention. Group (1) shall maintain and give CMS, DHHS, the Comptroller General, the Federal government or their respective designees access to all books, contracts, records, documents, and other evidence (including data related to Medicare utilization and costs, quality performance measures, shared savings distributions, and other financial arrangements related to UACO’s activities) sufficient to enable the audit, evaluation, investigation, and inspection of UACO’s compliance with program requirements, quality of services performed, right to any shared savings payment, or obligation to repay losses, ability to bear the risk of potential losses, and ability to repay any losses to CMS and (2) shall maintain the documents described in the preceding clause (1) for a period of 10 years from the termination of the ACO Participation Agreement or from the date of completion of any audit, evaluation, or inspection, whichever is later unless (A) CMS determines there is a special need to retain a particular record or group of records for a longer period and notifies UACO at least thirty (30) days before the normal disposition date or (B) there has been a termination, dispute, or allegation of fraud or similar fault against the UACO, its Participating Providers or other individuals or entities performing functions or services related to UACO activities, in which case, Group must retain such records for an additional 6 years from the date of any resulting final resolution of the termination, dispute, or allegation of fraud or similar fault. 42 C.F.R. §425.314(b).

c. The obligations set forth in this Section 1 shall survive expiration or earlier termination of this Agreement.

2. Data Submission and Certification. Group shall submit all data and other information, including data on quality performance measures, to UACO in the form and manner (and within the timeframe) specified by UACO. An individual with the authority to legally bind the Group must certify the accuracy, completeness, and truthfulness of the data and information to the best of his or her knowledge, information and belief when such data and information is provided to UACO. Upon termination or expiration of the ACO Participant Agreement, Group must complete a close out process to furnish all data necessary to complete the annual assessment of the ACO's quality of care and address other relevant matters. 42 C.F.R. §425.116.

3. Data Sharing between UACO and CMS. Group acknowledges that CMS may share Beneficiary identifiable information with UACO in connection with UACO’s participation in the Medicare Shared Savings Program. Group and Group Practitioners shall observe all relevant statutory and regulatory provisions regarding the appropriate use of such data and the confidentiality and privacy of individually identifiable health information and shall be bound by, and shall comply with, the terms of any data use agreement entered into between CMS and UACO in accordance with the Medicare Shared Savings Program. UACO shall provide a copy of any such data use agreement to Group. 42 C.F.R. §425.700.

4. Notification to Beneficiaries of Participation in Medicare Shared Savings Program. Group shall, or shall cause each Group Practitioner to, ensure that Beneficiaries are notified of the following: (1) That Group and Group Practitioners are participating in the Medicare Shared Savings Program; (2) that Beneficiaries have the opportunity to decline claims data sharing under 425.708; and (3) beginning July 1, 2019, the Beneficiary’s ability to, and the process by which, he or she may identify or change identification of the individual he or she designated for purposes of voluntary alignment as described in §425.402(e) that Group (or such Group Practitioner) is participating in the Medicare Shared Savings Program. Notification must be carried out using the following methods: (1) Group shall, or shall cause each Group Practitioner to post signs in their facilities and in settings in which beneficiaries receive primary care services, and (2) each performance year, each Group will provide each beneficiary with a standardized written notice prior to or at the first primary care visit of the performance year in the form and manner specified by CMS. Group agrees to use template language developed by CMS and provided by the ACO for notifications described above in this section.42 C.F.R. §425.312.

5. Notification Regarding NPI and TIN Changes. Group shall promptly notify UACO of any change to Group’s or any Group Practitioner’s NPI or TIN, as applicable. Group shall update its enrollment information with Medicare on a timely basis in accordance with Medicare program requirements; and notify UACO of any such changes within thirty (30) days after the change. 42 C.F.R. §425.116.

6. Beneficiary Inducement. Group and Group Practitioners shall not provide gifts or other remuneration to Beneficiaries as inducements for receiving items or services from Group or Group Practitioners, or other Participating Providers. Consistent with the provisions of the foregoing sentence and subject to compliance with all other applicable laws and regulations, Group and Group Practitioners may provide in-kind items or services to Beneficiaries if there is a reasonable connection between the items and services, the in-kind item or service is not a Medicare-covered item or service for the Beneficiary on the date the in-kind item or service is furnished to the Beneficiary, and the medical care of the Beneficiary and the items or services are preventive care items or services or advance a clinical goal for the Beneficiary, including adherence to a treatment regime, adherence to a drug regime, adherence to a follow-up care plan, or management of a chronic disease or condition. 42 C.F.R. §425.304 (a)(1) and (2) and (3).

7. Prohibition on Certain Required Referrals and Cost Shifting.

Group shall not:

a. Condition the participation of Group Practitioners, or other individual or entities engaged by Group to perform functions or services related to its participation with UACO, on referrals of Federal health care program business that Group knows or should know is being (or would be) provided to Beneficiaries who are not assigned to the UACO under the Medicare Shared Savings Program.

b. Require that Beneficiaries be referred only to Participating Providers or to any other provider or supplier, except that this prohibition does not apply to referrals made by employees or contractors who are operating within the scope of their employment or contractual arrangement to the employer or contracting entity, provided that the employees and contractors remain free to make referrals without restriction or limitation if the Beneficiary expresses a preference for a different provider, practitioner, or supplier; the Beneficiary’s insurer determines the provider, practitioner, or supplier; or the referral is not in the Beneficiary’s best medical interests in the judgment of the referring party. 42 C.F.R. §425.304I(1) and (2).

EXHIBIT C

SHARED SAVINGS DISTRIBUTION

UACO will distribute all shared savings amongst ACO participants identical to Group being in the BASIC Level A track. Under the BASIC Level A track,

First-dollar savings is shared at a rate of 40% if an applicable quality performance standard established in § 425.512(a)(5)(i) is met;
First-dollar savings is shared at a rate of 40% multiplied by the ACO’s health equity adjusted quality performance score if an applicable quality performance standard established in § 425.512(a)(5)(i) is not met but the ACO meets the alternative quality performance standard at § 425.512(a)(5)(ii).
Shared savings is not to exceed 10% of the updated benchmark.
There are no Shared Losses to Group independent of whether the Minimum Loss Rate (MLR) was met or exceeded.
A sequestration adjustment will be applied to the shared savings distribution based on the months and rate in effect by Medicare for the applicable months of the calendar year.
The participant will receive the pro-rata share of shared savings based on the number of person years assigned to Group divided by total person years of the ACO.
The above are determined at the time of settlement approximately 9 months after the end of the performance period

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Signed by Mohan Gounder
Signed On: June 20, 2024

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June 9, 2024 3:50 pm CST

UACO Participation Agreement Uploaded by Mohan Gounder - [email protected] IP 162.221.175.40