FIRST AMENDMENT TO THE FIRST AMENDED AND RESTATED RISK ACCEPTING ENTITY PARTICIPATION AGREEMENT

FIRST AMENDMENT TO THE FIRST AMENDED AND RESTATED RISK ACCEPTING ENTITY PARTICIPATION AGREEMENT This First Amendment (this Amendment ) to the First Amended and Restated Risk Accepting Entity Participation Agreement (the RAE Agreement ) by and between Health Share of Oregon, f/k/a Tri-County Medicaid Collaborative, an Oregon nonprofit corporation ( Health Share ), and Multnomah County, referred to herein as a Risk Accepting Entity ( RAE ), is made and entered into as of July 1, 2013 ( Effective Date ). WHEREAS, Health Share entered into a Health Plan Services Contract, Coordinated Care Organization Contract ( CCO Contract ) with the Oregon Health Authority ( OHA ) to be a Coordinated Care Organization ( CCO ) in the State of Oregon; WHEREAS, effective July 1, 2013, Health Share and OHA have amended the CCO Contract (the Amendment ); WHEREAS, the parties now desire to amend the RAE Agreement to clarify and amend the service obligations assumed by the RAE as Health Share s subcontractor under the CCO Contract as amended pursuant to the Amendment; NOW THEREFORE, in consideration of the mutual covenants and conditions hereinafter set forth and in exchange for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Part II of the RAE Agreement is restated and amended as follows, with deleted language struck through and new language in double underline: II. Contract in its Entirety. This Agreement consists of this document together with the following exhibits and schedules (some of which in turn have attachments), which are attached hereto and incorporated into this Agreement by reference: Exhibit A: Exhibit B: Exhibit C: Exhibit D: Exhibit E: Exhibit F: Exhibit G: Exhibit H: Exhibit I: Exhibit J: Exhibit K: Definitions Statement of Work Consideration Standard Terms and Conditions Required Federal Terms and Conditions Insurance Requirements DSN Provider and Hospital Adequacy Report Reporting Requirements Practitioner Incentive Plan Regulation Guidance Grievance System Readiness Review[Reserved] Transformation Plan 1

Exhibit L: Exhibit M: Solvency Plan and Financial Reporting Benefits and Covered Services for MHO Members There are no other Agreement documents unless specifically referenced and incorporated in this Agreement. The following optional services shall be included in the definition of Covered Services under this Agreement if indicated as such below: Included X Not Included X X X Benefits and Covered Services for MHO Members Dental Services Targeted Case Management Non-Emergent Medical Transportation 2. Exhibit B, Part 2, Section 7 shall be deleted in its entirety. 3. Exhibit B, Part 3, Section 6.a. shall be restated and amended as follows, with deleted language struck through: a. Enrollment. Enrollment is the process by which Health Share assigns Members to RAE. RAE shall provide Coordinated Care Services and Covered Services to Members as required by the terms and conditions of this Agreement as of the effective date of the Member s enrollment with RAE. An individual becomes an enrolled Member of RAE for purposes of this Agreement as of the effective date Health Share assigns the individual to RAE. As reflected in Exhibit B, Part 2, Section 2.c. of the Core Contract, the term Member includes individuals enrolled with Health Share in accordance with OAR 410-141-3160 who were receiving OHP benefits on a fee-for-service basis on October 31, 2012. 4. Exhibit B, Part 3, Section 6.b.(1) shall be restated and amended as follows, with deleted language struck through: (1) A Member shall no longer be assigned to RAE for purposes of this Agreement as of the effective date of the Member s disenrollment from RAE, as described in Section 6.b.(4) below. As of that date, RAE is no longer required to provide Coordinated Care Services or Covered Services to such Members under the terms and conditions of this Agreement, unless the Member is hospitalized at the time of disenrollment. In such an event, RAE is responsible for inpatient hospital services until discharge or until the Member s PCP determines that care in the hospital is no longer Medically Appropriate. 5. Exhibit B, Part 4, Section 3.a. shall be restated and amended as follows, with new language in double underline: 2

a. Exhibit B, Part 4, Section 3 of the Core Contract shall be Delegated to RAE; Sections 3.a.(9) and 3.b.(1)(a) excepted. 6. The following language in shall be added to Exhibit B, Part 4, Section 3.c: c. RAE s Use of Direct Providers. (1) Health Share has entered into direct contractual relationships ( Direct Agreements ) with various service providers ( Direct Providers ) to furnish a specific set of Covered Services to Members ( Contracted Services ). According to each Direct Provider s Direct Agreement with Health Share, each Direct Provider has agreed to furnish a specific set of Contracted Services to Members in exchange for the compensation described in such Direct Agreement. Direct Providers shall not be entitled to compensation for furnishing any items or services not described in their Direct Agreement with Health Share. (2) Health Share shall involve RAE in the development of Direct Agreements and provide RAE an opportunity to review and approve such Direct Agreements prior to their use. Additionally, Health Share shall provide reasonable notice to RAE when Health Share has entered into any Direct Agreement or when it proposes to change the material terms of any such Direct Agreement. Such notice shall include a description of the Contracted Services to be provided and the terms and conditions that relate to compensation. Health Share shall not implement any material changes to Direct Agreements without providing RAE an opportunity to review and approve the proposed material changes. RAE shall have no obligation to pay Direct Provider the negotiated rate if RAE did not have an opportunity to review and approve the Direct Agreement or any changes thereto. (3) When obtaining any Contracted Services for Members assigned to RAE, RAE shall be required to obtain such services from Direct Providers. However, if RAE contracts with providers who provide the same Covered Services, as described in a Direct Agreement with Health Share, RAE may utilize those contracted providers as long as those providers meet or exceed the performance and outcomes of Health Share s Direct Providers, including price and access. (4) RAE and Health Share agree to comply with the following terms and conditions when obtaining Contracted Services from Direct Providers for its Members: (a) Health Share shall require Direct Providers to comply with the same policies and procedures that RAE applies generally to the other Participating Providers in the RAE s Provider Network. Specifically, RAE shall apply to Direct Provider(s) those policies and procedures referenced in this Agreement including but not limited to those regarding: service authorization requests; Member rights under Medicaid; Third Party Recovery; Evidence-Based Clinical 3

Practice Guidelines; Maintenance and Security; care integration and coordination activities; evidence-based clinical practice guidelines; and all others that RAE applies to its other Participating Providers. (b) RAE shall request and receive any reports, information, or documents from Direct Provider(s) that are required of its Network Providers under the Agreement. Such reports may include without limitation reports regarding utilization, performance measures, quality metrics, patient satisfaction, coordination, expenses and savings, etc. (c) Except as provided in paragraph 2 above, RAE shall be solely responsible to compensate Direct Providers for Contracted Services furnished by Direct Providers to RAE s Members. RAE shall compensate Direct Providers in accordance with the compensation terms described in each Direct Provider s Direct Agreement with Health Share, and in accordance with RAE s applicable written policies and procedures related to billing, coding, claim submission, clean claims, overpayment recovery, audits, documentation, etc. (d) Except as provided in paragraph 2 above, RAE acknowledges and agrees that Health Share is not responsible for compensating Direct Providers for providing any items or services to Members. RAE hereby waives, releases, relinquishes, and discharges Health Share and its officers, directors, employees, agents, and their successors and assigns, and each of them (hereinafter Released Parties ) from any and all claims, suits, damages, actions, or manner of actions that RAE now has or may in the future have against Released Parties, or any of them, in any way relating to or arising out of any failure to pay compensation or reimbursement to Direct Provider(s) for the provision of any items or services unless Health Share fails to comply with paragraph 2, above. RAE acknowledges and agrees that the foregoing release shall survive termination of this Agreement for any reason. (e) If RAE believes that a Direct Provider has not adhered to the terms and conditions of its Direct Agreement or the RAE s written policies and procedures, RAE s remedy shall be to notify Health Share of the suspected breach. Health Share shall take all reasonable steps to bring the Direct Provider into compliance with RAEs written policies and procedures. To the extent that Health Share is unable to bring a Direct Provider into compliance with the Direct Agreement, Health Share shall exercise its rights against Direct Provider under the Direct Agreement, including termination of the Direct Agreement. RAE shall not be obligated to pay a Direct Provider for any Covered Services until that Direct Provider comes into compliance with the Direct Agreement. 7. Exhibit B, Part 4, Section 10 shall be restated and amended as follows, with deleted language struck through and new language in double underline: 4

10. Subcontract Requirements. RAE may subcontract any or all of the Work to be performed under this Agreement. If RAE subcontracts any or all of the Work to be performed under this Agreement, RAE shall subcontract in accordance with Exhibit D Section 18 of this Agreement, and Exhibit B, Part 4, Sections 10.a.(3) through 10.a.(9) of the Core Contract. RAE shall expressly assume the duties and obligations applicable to Contractor as described in the Exhibit B, Part 4, Sections 10.a.(3) through 10.a.(9) of the Core Contract. RAE shall require subcontractor to submit Valid Claims for Covered Services including all the fields and information needed to allow the claim to be processed without further information from the subcontractor, and within time frames that assure all corrections have been made within four months of the date of service. 8. Exhibit B, Part 8, Section 7 shall be amended and restated as follows, with the deleted language struck through and new language in double underline: 7. Encounter and Pharmacy Data. To the extent applicable to RAE, based on the category or type of Covered Services furnished by RAE to Members, Exhibit B, Part 8, Section 7 of the Core Contract shall be Delegated to RAE.RAE shall cooperate with and assist Health Share to fulfill its obligations under the Core Contract, Exhibit B, Part 8, Section 7 entitled Encounter and Pharmacy Data. Specifically, RAE shall provide to Health Share valid Encounter Data, Pharmacy Data and other necessary reports and information referenced in Exhibit B, Part 8, Section 7 of the Core Contract, in the manner and form directed by Health Share. 9. Exhibit C shall be restated and amended to add a new Section 6, as follows, with new language in double underline: 6. Medicaid Payment for Primary Care a. The Patient Protection and Affordable Care Act Section 1202 and the CMS final rule published at 77 Federal Register 66670 (Nov. 6, 2012) require that effective January 1, 2013 for Calendar Years 2013 and 2014, Health Share must make increased payments for primary care services. b. For the purpose of this Exhibit C only, the following terms when capitalized shall have the following meaning: (1) Qualified Physician means a physician who has attested to OHA or RAE to practicing primary care and: i. Having a specialty designation of family medicine, general internal medicine or pediatric medicine or a related subspecialty recognized by the American Board of Medical Specialties (ABMS), the American Board of Physician Specialties (ABPS), or the American Osteopathic Association (AOA) as described in OAR 410-130-0005; or 5

ii. For whom 60 percent or greater of Medicaid claims for the prior year are for Qualifying Service Codes (2) Enhanced Payment means increased payments for certain primary care services to Qualified Physicians, pursuant to this Section 6. (3) Qualifying Service Codes means primary care services designated in the Healthcare Common Procedure Coding System (HCPCS) as follows: i. Evaluation and Management (E&M) codes 99201 through 99499; and ii. Current Procedural Terminology (CPT) vaccine administration codes 90460, 90461, 90471, 90472, 90473 and 90474. c. RAE shall make Enhanced Payments to Qualified Physicians for the Evaluation & Management (E&M) codes 99201 through 99499 and adjusted to the Medicare rate established by OHA. Eligible services also include vaccine and toxoid administration procedures. OHA will post the applicable rates for these codes on the OHA portal. d. RAE shall make Enhanced Payment for the Vaccines for Children (VFC) as specified in OAR 410-130-0255 to Qualified Physicians that are enrolled in the VFC program. All Qualified Physicians that are not enrolled in the VFC program will receive the Medicare rate for the administration of vaccines in accordance with the Qualified Physician s subcontract with RAE. e. OHA will post a weekly provider file that will enable RAE to reimburse Qualified Physicians. For physicians that are contracted with RAE but are not enrolled in Medicaid, RAE shall develop an attestation procedure to validate Enhanced Payments have been made to Qualified Physicians. f. RAE shall meet Enhanced Payment requirements to Qualified Physicians for Members that are Fully Dual Eligible, and have Third Party Resources. The RAE shall validate that the full benefit of the Enhanced Payment will be passed through for services furnished by Qualified Physicians. The structure of the RAE s DSN does not mitigate this responsibility. g. RAE may make Enhanced Payments as part of its regular payment to the Qualified Physician or as quarterly lump sum payment. The RAE must be able to link the Enhanced Payment to a paid encounter. The RAE shall work with Health Share to develop a Qualified Physician payment 6

methodology in accordance with this section which Health Share shall submit to OHA in accordance with the Core Contract. The RAE shall report the Enhanced Payments to Health Share as part of the Encounter Data submission. h. After the end of years 2013 and 2014, RAE understands that OHA will audit Health Share to ensure that Enhanced Payments made to Qualified Physicians were made in accordance with CMS final rule and to verify that the Enhanced Payments met the federal requirements and were paid only to Qualified Physicians. RAE shall cooperate with Health Share in providing documentation necessary for the OHA audit. If the OHA identifies a Qualified Physician that was paid in error, the RAE will be notified by Health Share and shall recoup the Enhanced Payment from the Qualified Physician as an adjusted payment. i. RAE shall document Qualified Physician status through provider contract, credentialing verification, or specific attestation from the Physician as to Medicaid claims. j. RAE understands and agrees that the Enhanced Payments apply only during calendar years 2013 and 2014. Unless required otherwise by CMS or OHA, Health Share shall have no obligation to provide funds for Enhanced Payments to RAE after December 31, 2014 and RAE shall have no obligation to pay Qualified Physicians the Enhanced Rate after December 31, 2014. With the exception of audit requirements, as described in subsection (h) above, this Section 6 shall terminate on the latest of January 1, 2015 or at such other time as directed by CMS or Health Share. 7

10. Exhibit C, Section 4.e. shall be restated and amended as follows, with deleted language struck through and new language in double underline: e. Services that are not Coordinated Care ServicesCovered Services provided to a Member or for any health care services provided to Clients are not entitled to be paid as Capitated Premium/Payments. Fee-for-service Claims for payment must be billed directly to OHA by RAE, its Subcontractors, or its Participating Providers, all of which must be enrolled with OHA in order to receive payment. Billing and payment of all fee-for-service Claims shall be pursuant to and under OAR Chapter 410, Division 120. 11. Exhibit D, Section 11.b.(2) shall be restated and amended as follows, with deleted language struck through and new language in double underline: (2) Coordinated Care ServicesCovered Services authorized or required to be provided under this Agreement. 12. Exhibit D, Section 30 shall be restated and amended as follows, with deleted language struck through and new language in double underline: 11. Mandatory Reporting. RAE shall immediately report any evidence of child abuse, neglect or threat of harm to DHS Child Protective Services or law enforcement officials in full accordance with the mandatory Child Abuse Reporting law (ORS 419B.005 to 419B.045). If law enforcement is notified, RAE shall notify the referring caseworker within 24 hours. RAE shall immediately contact the local DHS Child Protective Services office if questions arise whether an incident meets the definition of child abuse or neglect. RAE shall comply, and shall require its Participating Providers to comply, with all protective services, investigation and reporting requirements described in any of the following laws: (1) OAR 943-045-0250 through 943-045-0370 (abuse investigations by the Office of Investigations and Training); (2) ORS 430.735 through 430.765 (persons with mental illness or developmental disabilities) (3) ORS 124.005 to 124.040 (elderly persons and persons with disabilities abuse) (4) ORS 441.650 to 441.680 (residents of long term care facilities) 13. Exhibit G shall be struck in its entirety and replaced with the following: Exhibit G Reporting of Delivery System Network Providers Cooperate Agreements and Hospital Adequacy 8

RAE shall cooperate with and assist Health Share to fulfill its obligations under Exhibit G of the Core Contract entitled Delivery System Network (DSN) Provider and Hospital Adequacy Reporting Requirements. Specifically, RAE shall submit to Health Share, within a reasonable amount of time prior to the dates specified in Exhibit G of the Core Contract, the information and supporting documentation referenced in Exhibit G of the Core Contract necessary for Health Share to prepare Delivery System Network (DSN) Reports. 14. The following language shall be added to Exhibit I: 1. RAE shall develop and implement a Grievance System, supported with written procedures, for Members that includes a Grievance process, Appeal process and access to Contested Case Hearings. RAE s Grievance System shall meet the requirements of Exhibit I Sections 1 through 6 of the Core Contract, OAR 410-141-3260 through 410-141-3266 and 42 CFR 438.400 through 438.424. The Grievance System must include Grievances and Appeals related to requests for accommodation in communication or provision of services for Members with a disability or limited English proficiency. RAE shall include in its Grievance and Appeal procedures a process for Grievances and Appeals concerning communication or access to Covered Services or facilities. RAE shall make its Grievance System procedures available to Health Share for compliance review and approval. Upon any change to RAE s approved Grievance System procedures, Health Share shall submit the changes to OHA for approval. 2. RAE shall provide to all its Participating Providers, at the time they enter into a subcontract, its OHA approved written procedures for its Grievance System, as well as the following Grievance, Appeal and Contested Case Hearing procedures and timeframes as described in Exhibit I, Sections 1-6 of the Core Contract. 3. On a quarterly basis, RAE shall document all Grievances and Appeals using the approved Grievance Log Sheet found in the Core Contract or as supplied by Health Share. RAE shall submit each prepared Grievance Log Sheet accompanied with the quarterly Grievance and Analysis Report to Health Share no later than thirty (30) days following the end of each calendar quarter. RAE shall monitor the Grievance Log Sheets on a monthly basis for completeness and accuracy. 4. RAE shall maintain a record, in a central location for each Grievance and Appeal included in the Grievance Log Sheet. The record shall include, at a minimum: a. Notice of Action; b. If filed in writing, the Appeal or Grievance; 9

c. If an oral filing was received, documentation that the Grievance or Appeal was received orally; d. Records of the review or investigation; e. Notice of resolution of the Grievance or Appeal; and f. All written decisions and copies of all correspondence with all parties to the Grievance or Appeal. 5. RAE shall submit to Health Share, upon Health Share s reasonable request, the total number or copies of NOAs that RAE has sent to Members. 6. RAE shall review and analyze its Grievance System, including all Grievances and Appeals and send its analysis of the Grievance System to the Quality Improvement committee as necessary to comply with the following Quality Improvement standards: a. Review of completeness, accuracy and timeliness of documentation, b. Compliance with written procedures for receipt, disposition, and documentation and c. Compliance with applicable OHP rules. 15. Exhibit L, Section 3 shall be restated and amended as follows, with deleted language struck through and new language in double underline: 12. Quarterly Financial Reports. RAE shall report results of financial operations to Health Share quarterly basis, in the form and according to the timeframes set forth below. a. Quarterly Financial Reports include, but are not limited to, the following: (1) Report L.2: Members Approaching or Surpassing Stop- Loss Deductible, (2) Report L.4: OHP Access to Services Statistics (3) Report L.8: Quarterly Statement of Revenue, Expenses, & Net Worth (3)(4) Report L.8.1: Net Work Adjusted Medical Loss Ratio b. Health Share will supply RAE with an Excel spreadsheet containing the Quarterly Financial reports. RAE shall submit the 10

Quarterly Financial Reports to Health Share in an electronic format approved by Health Share. c. RAE shall submit Quarterly Financial Reports for the 1 st, 2 nd, and 3 rd quarters to Health Share 4560 days after the end of each calendar quarter. RAE shall submit the Quarterly Financial Reports for the 4 th quarter twothree months after the end of the calendar quarter, as follows: End of Quarter March 31 st June 30 th September 30 th December 31 st Due Date of Report May 15 th 31 st August 15 th 31 st November 15 th 30 th February 28 th March 31 st d. RAE shall use GAAP to define the information requested e. RAE shall immediately notify Health Share of a material change in circumstances from the information contained in the latest-submitted Quarterly Financial Reports. If the material change in circumstances requires restatement of prior Quarterly Financial Reports, RAE shall amend the Quarterly Financial Reports and submit to Health Share within 15 working days of the date the material change is identified. f. Reports annotated as an annual requirement only will include all data from the prior calendar year and are due on the dates specified on the reports. 16. The following language shall be added at Exhibit M: Exhibit M-Benefits and Covered Services for MHO Members For MHO Members that Health Share assigns to RAE, RAE shall provide the benefits and covered services described in Exhibit M of the Core Contract in lieu of the benefits and covered services described in sections 1 through 6 of the Core Contract Exhibit B, Part 2. 17. Except as modified hereby, the Agreement shall remain in full force and effect. (Signature Page Follows) 11

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written. HEALTH SHARE OF OREGON MULTNOMAH COUNTY By: Name: Title: By: Name: Title: 12