St. Gregory Retreat Center v. Wellmark Complaint

Case 4:16-cv-00259-JAJ-HCA Document
Filed 05/2611-6 Page
1-
of 53
In Tnn UNrrun Srarns Drsrnrcr Counr

Sournnnx Drsrntcr 0r Iowe
CBNrnlr. DrvrsroN
)
St. Gregory Retreat Centers, LLC, St.
Gregory Recovery Center, LLC dlbla
ALPP Institute, LLC, and Recovery
Laboratory Services, Inc.,
Plaintiffs,
v.
Wellmar Inc. d/b/a \ilellmark Blue

Cross and Blue Shield of Iowa,
Wellmark Health Plan of lowa, fnc.,
Michael tr'ay, and Debra Robles,
)
)
)
Case No.
)
)
)
)
)
)
)
COMPLAINT
)
)
Defendants.
Plaintiffs St. Gregory Retreat Centers, LLC ("St. Gregory''), St. Gregory Recovery
Center, LLC dlblaALPP Institute, LLC
("ALPP"),
and Recovery Laboratory Services, Inc.
("RLS"), (collectively "Plaintiffs"), through its undersigned counsel, hereby alleges
as
follows
for its Complaint against Wellmark, Inc. dlblaWellmark Blue Cross and Blue Shield of Iowa,
W'ellmark Health Plan of lowa, Inc., (collectively "WellmarK'), Michael Fay ("Defendant Fay''
or "Fay''), and Debra Robles ("Defendant Robles" or "Robles"), (all collectively "Defendants")
NATURE OF TIIE CASE
Through this action, Plaintiffs bring claims against Defendants for breach of
contract, bad faith, unjust enrichment, promissory estoppel, fraud, negligent misrepresentation,
and violations
of
Act),Iowa Code
seq.
18 U.S.C. $
i961, et seq. (Racketeer Influenced and Comrpt Organizations
g 706A.2 (Iowa Ongoing
Criminal Conduct Statute), and29 U.S.C. $ 1001, ef
(ERISA). Plaintiffs St. Gregory and ALPP are substance
here in
lowa.
abuse treatment providers located
St. Gregory provides both residential and ouatient treatment services to the
Case 4:1-6-cv-00259-JAJ-HCA Document
general
Filed 05/26116 Page 2 of 53
public. ALPP operates out of a leased portion of the Polk County Jail and strives to
rehabilitate individuals who are incarcerated as a result of substance abuse or non-violent crimes
related to substance abuse, so that those individuals
will
be less
likely to abuse and end up in jail
again. Plaintiff RLS performs confirmation drug-testing services that assist St. Gregory and
ALPP in directing and providing treatment to patients.
2.
The medical records of Plaintiffs' patients almost universally reveal long-term
substance abuse that deteriorated the patient's relationships with friends, family, and society,
oiten resulting in the patient eventually being incarcerated at taxpayer expense.
3.
Many of Plaintiffs' patients have Wellmark health insurance plans. Prior to
providing substance abuse treatment services to these patients, Plaintiffs sought and obtained
authorization of medical necessity for care from Wellmark.
4.
However, because the cost of treating this at-risk population became more than
Wellmark was wiliing to coveq Defendants have leveraged'Wellmark's size and market power to
engage in an
illegal scheme to conduct post-service medical necessity reviews and come up with
fraudulent reasons to deny payment for the services that'Wellmark had pre-approved.
5.
In fact, Defendants conducted
post-service medical necessity review of 98
patients' claims, all of whch Yellmrk had pre'approved as medelly necessry, and
astonishingly they now argue that only one of those 98 patents ctually qualiJieilfor the'partl
hosptlzaton treatm ent provded.
6.
Defendants then used the results of this fraudulent post-service medical necessity
review as a basis to argue that none of Plaintif' patients could have qualified forpartial
hospitalization care (which is defined as more than20 hours per week of outpatient care).
-L-
Filed 05126116 Page 3 of 53
According to this fraudulent post-service medical necessity review,
would have this Court believe
thatvrtua
every sngle patent
Plantffi
hve
'Wellmark
treated-
ncludng hundreds of ndvduIs incrcerted s result of substnce use crmes-would

never requre partal hosptalzton cre, which is more thn 2A hours per week of outpatent
treatment servces.
8.
Based on this argument, Wellmark has now withheld millions of dollars in
payments that it contractually owes
Plaintiffs. In some instances, Wellmark has already been
paid for Plaintif' claims by another out of state Blue Cross and Blue Shield entity and is simply
refusing to relinquish the funds to Plaintiffs.
9.
Defendants' actions threaten the very existence of Plaintiffs' businesses, risking
the lives and recovery chances of thousands of lowans who desperately need Plaintiffs' treatment
services.
10.
Through this action, Plaintiffs seek both to stop, and to ,"Jorr", damages for,
Defendants' illegal scheme to defraud them out of the millions of dollars they are owed for
services they have provided to Wellmark's insureds.
11.
an annual rate
The present scheme can be traced back to }llay 2015,when Wellmark submitted
filing to the lowa Insurance Division, requesting massive rate increases on the
basis that its members, and in particular its members insured under health plans compliant with
the Affordable Care Act, were using substantially more services than Wellmark had anticipated.
On August 25,2015, the Iowa Insurance Division approved significant rate increases
for
Wellmark's members.
12.
The very same day that Wellmark's rate increases were approved, Defendants
began implementing a scheme to
limit'Wellmark's future exposure and to recover on the loss
2,
Case 4:16-cv-00259-JAJ-HCA Document 1- Filed 05126fl,6 Page 4 of 53
Wellmark had incurred as a esult of failing to accurately predict the cost to care for this
population.
13.
First, and in recognition of the high costs associated with providing care to
Plaintiffs' patients, on August 25, Defendants announced
policy change that eliminated the
ability of many of Plaintiffs' patients' to obtain substance abuse treatment services while covered
under a'Wellmark health insurance plan.
14.
Next, Defendants engaged in various tactics to cause the unjustified delay and
denial of millions of doliars' worth of Plaintif' claims. After employing various fraudulent
claims processing strategies, Defendants Fay and Robles conducted multiple fraudulent postservice reviews of Plaintiffs' claims and used the results of those reviews as a basis to
illegitimately withhold Plaintiffs' money.
15.
The post-service reviews Defendants Fay and Robles conducted purported to
show that a specific level of ouatient care that Plaintiffs were providing patients was not
medically necessary; in fact, the reviews concluded that medical necessity for this level of care
was not met for 97 of the 98 patients reviewed. While these numbers alone are enough to raise
suspicion, there can be no doubt that the rwiews were fraudulently conducted when considering
the fact that Wellmark's own nurses-nurses specifically trained and whose job is to make
medical necessity determinations-had previously determined that the requirements of medical

necessity were met in every single case.
16.
Defendants proceeded to use the results of these fraudulent post-service reviews
to demand that Plaintif repay Wellmark over one million dollms in alleged past overpayments
that these reviews purportedly uncovered. When Plaintiffs did not agree to these demands,
l-
Filed 051261L6 Page 5 of 53
Defendants instead illegitimately and improperly withheld money owed on Plaintiffs' other
claims to satisfy the alleged debt.
17.
But they did not stop there. Instead, Defendants went on to extrapolate the results
of this 98 patient review, a review that supposedly accounted for the unique medical condition of
each individual patient, on all claims Plaintiffs had billed for this outpatient level of care in the
last eighteen months--constituting hundreds of additional claims. Based on these calculations,

Defendants went on to demand Plaintiffs repay Wellmark millions of dollars mors. And, once
again, when Plaintiffs refused, Defendants forced recoupment by illegitimately withholding
payment on Plaintiffs' other claims.
18.
In sum, Defendants have now demanded and forcefully withheld millions of
dollars of Plaintiffs' money under the nonsensical theory that, in each of the hundreds
of
instances over the last eighteen months in which V[ellmark's nurses determined medical
necessity was met and pre-authonzed for this level of outpatient care, Wellmark had made a
mistake.
19.
On information and
beliei the fraudulent
scheme described herein was
orcheskated, directed, and overseen by higher-up Wellmark employees who supervise

Defendants Fay and Robles. To the extent Plaintiffs are curentlyunable to
identi$ all of the
individuals within'Wellmark who orchestrated and participated in this scheme, such information
is wholly within Defendants' control and
20.
will
be revealed through discovery.
On information and belief, the Wellmark employees involved in the schemes to
defraud Plaintif, inqludqng Deferrdants Fay and Robles, engaged in the conduct described
herein not only for the benefit of Wellmark, but also in an effort to maintain or increase their
positions within Wellmak.
21.
Filed 05/2611-6 Page 6 of 53
This scheme is not new. In fact, Defendants Fay and Robles carried out a similar
scheme, defrauding and inducing St. Gregory into a settlement in 2013 on St. Gregory's then-
outstanding claims for payment. And, Defendant Robles and others within Wellmark have been
accused of engaging in similar conduct in the past. Simply put, Defendants Fay and Robles,
along with other Wellmark employees to be identified later, have shown that without the Court's
intervention, they will continue to conduct the affairs of
'Wellmak
through acts of fraud and
deceit.
PARTIES
22.
Plaintiff St. Gregory is a limited liability corporation duly organized under the
laws of the State of Iowa with its principal place of business in Des Moines, Iowa.
23.
Plaintiff ALPPr is a limited liability corporation duly organized under the laws of
the State of Iowa with its principal place of business in Des Moines, Iowa.
24.
Plaintiff RLS is a corporation duly organized under the laws of the State of Iowa
with its princal place of business in Omaha, Nebraska.
25.
Defendant Wellmark, Inc. is a corporation duly organized under the laws of the
State of lowa with its principal place of business in Des Moines, Iowa. Wellmark, Inc. does
business under the name "Wellmark Blue Cross and Blue Shieid of Iowa.o' Wellmark is an
independent licensee of the Blue Cross and Blue Shield Association ("BCBSA") and is licensed
by the lowa Division of Insurance.
26.
Defendant Wellmark Health Plan of lowa, Inc. is a corporation duly organized
under the laws of the State of Iowa with its principal place of business in Des Moines, Iowa.
St. Gregory Recovery Center, LLC dlblaALPP Institute ("ALPP") formerly operated as St.
Jude Thaddeus Retreat House, LLC.
-6-
Case 4:L6-cv-00259-JAJ-HCA Document
Filed 05/261L6 Page 7 of 53
Wellmark Health Plan of Iowa, Inc. is an independent licensee of the BCBSA and is licensed by
the Iowa Division of Insurance.
27.
Defendant Michael Fay ("Defendant Fay'' or "Fay'') is Vice President
of
Wellmark's Health Networks division and, on information and belief resides in Polk Count
Iowa. According to 'Wellmark's website, Fay is involved in V/ellmark's strategic initiatives,

including product pricing, innovation around product, networks and distribution, health care
reform, and strategic consulting with key accounts.
28.
Defendant Debra Robles ("Defendant Robles" or "Robles") is Senior Investigator
of'Wellmark's Special Investigations Unit and, on information and belief, resides in Dallas
County, Iowa. On information and belief, Robles is the most senior member of Wellmark's
Special Investigations Unit.
JURISDICTION AND VENUE
29.
This Court has subject matter jurisdiction over this action pursuant to 28 U.S.C.
$ 1331 because Plaintiffs assert claims that arise under the laws of the United States, and over
Plaintiffs' state law claims pursuant to 28 U.S.C. $ 1367.
30.
This Court has personal jurisdiction over Defendants and venue is proper in this
District pursuant to 28 U.S.C. $ 1391 because a substantial part of the events or omissions giving
rise to the claims occurred in this judicial district.
FACTUAL ALLEGATIONS
A. Ptaintiffs Provide
3I.
Substance Abuse Treatment Services to At-Risk Individuals
St. Gregory opened in January 2A07 witbthe mission of offering the most
successful, proprietary, and evidence-based therapies available for those who struggle
"f
with
Case 4:L6-cv-00259-JAJ-HCA Document 1- Filed 05126116 Page 8 of 53
addiction. tts mission is to "empower people to fransform their lives through faith, hope, and
compassion."
32.
well
St. Gregory provides private residential substance abuse treatment services as
as outpatient treatment services and serves
both Iowa residents and out-of-state residents.
The average length of stay for a patient at St. Gregory is seven to eight weeks.
33.
Due to the intensive nature of St. Gregory's treatment program, it is not
uncommon for a St. Gregory patient's total cost of care to exceed tens of thousands of dollars.
34.
St. Gregory provides five levels of care to patients, depending on the patient's
condition and diagnosis. The five levels of care, from most intensive to least intensive, are:
Detoxification;
ResidentialServices;
Partial Hospitalization Program ("PHP') (a patient assigned PHP receives at least

20 hours of outpatient care per week);
Intensive Outpatient Program (*IOP") (a patient assigned IOP receives 9-20 hours
of ouatient care per week (typically
hours)); and
Outpatient Care ("OP") (a patient assigned OP receives less than
hours
of
outpatient care per week (typically 2 hours)).
35.
In addition to managing and administering treatment services to the general
public, St. Gregory staffalso manages and administers ALPP's treatment program.
36.
Since 2014, ALPP has leased avacantwing of the Polk County Jall, providing a
substance abuse treatrnent program fbr individuals released from incarceratisn at the Polk
County Jail or transferred to the Polk County Jail from other facilities.
-x-
37.
Filed 05126116 Page 9 of 53
ALPP was developed to rehabilitate those individuals caught in the criminal
justice system and facing often severe legal consequences as a result ofsubstance abuse or nonviolent crime related to substance abuse. These individuals often have low success rates in
traditional substance abuse treatment programs and high rates of recidivism, relapse, and poor
employment outcomes. Without the appropriate level of care, this population all too often ends
up at best, re-incarcerated, and at worst, dead.
38.
As part of its mission, ALPP assists individuals in combating substance abuse,
learning coping strategies for life, finding meaningful emplorment, paylng child support and
court fines, finding permanent supportive housing, and re-uniting families.
39.
ALPP's treatment program reduces the county jail census and lowers the chance
of recidivism through
unique combination of substance abuse treatment, jail diversion, and
community reintroduction. This program has resulted in a significant economic benefit to the
citizens of Polk County.
40.
ALPP is a year-long program, the first seven to eight weeks of which.a participant
is enolled in a cognitive behavior therapy substance abuse treatment program. ALPP has an
average daily census
41.
ofover 200 patents.
Diversion to ALPP occurs only pursuant to an Iowa District Court order. ALPP
receives referrals from district courtjudges, county attorneys, defense attorneys, assessment
agencies, and many inmates selrefer. Prior to diversion, potential participants are evaluated by
Certified Alcohol and Drug Counselors (CADCs) for substance abuse treatment admission. In
making its decisions, ALPP CADCs conduct a bio-psycho-social interview, mental health scrgen,
and a Substance Abuse Subtle Screening Inventory.
42.
Filed 05/26/L6 Page 10 of 53
In order to meet the Court's hearing schedule and provide the information
required for a court-ordered treatnent plan, ALPP often must conduct treatment evaluations
while an inmate is still incarcerated, which can be up to three months before an inmate is
released to enter ALPP's treatment program.
43.
St. Gregory and ALPP have been very successful in treating addiction, and their
programs have resulted in an unmatched number of documented outcomes.
44.
In20l5, ALPP had
an 84% completion rate with more than9}o/o of graduates
remaining sober following treatment. The recidivism rate among ALPP participants is
8olo,
well
below national recidivism rates for offenders.
45.
In addition, St. Gregory and ALPP report abstinence rates in excess of 80% three
years following completion of their programs.
B. Plaintiffs Entered into a Number
46.
of Provider Agreements with Wellmark
On or around I|l{.ay 12,2010, Vfellmark, Inc. entered into a Facility Services
Agreement with ALPP, under which ALPP agreed to provide health care services to Wellmark,
Inc.'s insureds, and in return, Wellmark, Inc. agreed to provide payment to ALPP for such health
care services, subject to the terms and conditions therein.
A copy of this agreement is attached
hereto as Exhbt A.
47.
On or around December 28,20L0, Wellmark Health Plan of Iowa, Inc. (the
"HMO") entered into a Facility Services HMO Agreement with ALPP, under which ALPP
agreed to provide health care services to the HMO's insureds, and in return, the HMO agreed to
provdg payment to ALPP for such health care services, subject to the teqms and conditions
therein. A copy of this agreement is attached hereto
ttt
as
Exhibt B.
Case 4:l-6-cv-00259-JAJ-HCA Document 1- Filed O5l26lL6 Page 11 of 53
48.
St. Gregory and RLS also entered into Facility Services Agreements
with
Wellmmk, tnc. and Wellmark Health Plan of lowa, Inc. These agreements contained
substantially similar provisions to those contained in Exhibits A e,
B.
The Facility Services
Agreements entered into by St. Gregor ALPP, RLS, Wellmark, Inc., and Wellmark Health Plan
of lowa, Inc. are all collectively referred to herein
49,
as the
"Wellmark Agreements."
Among other things, the Wellmark Agreements $ 6.2 require Plaintiffs to provide
covered services to one of Wellmark's insureds when the insured presents a valid Wellmarkissued identification card or Wellmark verifies the insued's eligibility.
50.
Among other things, the Wellmark Agreements $ 6.3 require Plaintiffs to provide
covered services to any person covered by another licensed Blue Cross and Blue Shield Plan or
HMO and to submit such claims for payment to Wellmark for adjudication.
51.
Among other things, the Wellmark Agreements $ 8.i require Wellmark to make
payment to Plaintiffs, subject to the terms and conditions of the Wellmark Agleements, and in
accordance with the terms and conditions of various other Wellmark documents.
52.
o'clean
Among other things, the Wellmark Agreements $ 8.9 require Wellmark to pay
claims," as that term is defined under Iowa law, within 30 days of recet of the claim.
53.
o'a
Iowa law defines a "clean claim" as
properly completed paper or electronic
billing instrument containing all reasonably necessary infonnation, that does not involve
coordination of benefits for third-party
liabilit preexisting condition
investigations, or
subrogation, and that does not involve the existence of particular circumstances requiring special
treatment that prevents a prompt payment from being made." Iowa Code $ 5078.44(2Xb)
(201s).
tt
Case 4:l-6-cv-00259-JAJ-HCA Document
54.
Filed 05126116 Page 12 of 53
The Provider Guide issued by Wellmark, and incorporated by reference into the
Wellmark Agreements $ 14.3, states that Wellmark's behavioral health staff shall use the
InterQual@ clinical criteria in evaluating the medical necessity of behavioral health and chemical
dependency treatment.
55.
Medical necessity generally refers to the clinical appropriateness of specific
medical services based on a patient's condition and symptoms.
56.
The InterQual@ Behavior Health Decision Support Tool, created by McKesson
Health Solutions, is the most widely used screening tool for medical necessity utilized by payers
and providers in the industry.
57,
The InterQual@ $upport Tool uses standardized criteria ("InterQual@ Criteria")
designed to provide payers and providers
a process
by which to achieve consistent, evidence-
based clinical decision-making.
to Wellmark's Insureds and are Assigned the Right to

Collect Beneft Payments From Wellmark on the Insureds' Behalf
C. Plaintiffs Provide Services
58.
Many of Plaintiffs' patients are insured under a Wellmark heal.th insurance plan
(*Wllmark Plan").
59.
Some of
Plaintif' patients
are covered under a Wellmark Plan that constitutes an
employee welfare benefit plan governed by the Employee Retirement Income Security Act
of
1974,29 U.S.C. $ 1001, et seq. ("ERISA"), Wellmark is a fiduciaryunder ERISA withrespect

to these plans.
60.
--
Otherpatients are-covered under-either-individual-Wellmark Plans,or another-olt.
of-state BCBSA licensee's insurance plan for which Wellmark coordinates claims submissioni
and payment,
'ta
61.
Filed 05/26116 Page 13 of 53
When a patient is insured under a plan insured or administered by a BCBSA
entity outside of lowa, Wellmark acts as the
ooHost
Plan," while the BCBSA ent that actually
insures or administers the health insurance plan serves as the "Home Plan." As the Host Plan,
Wellmark accepts and processes Plaintiffs' claims for payment. The Home Plan, however, is
responsible for determining whether the services provided are covered under the insured's
insurance plan and decides whether to authorize the Host Plan to pay the benefits to Plaintiffs.
While the Home Plan is financially responsible for paying such benefits, the Home Plan transfers
such payrnents to the Host Plan (Wellmark), and the Host Plan (Wellmark), then pays Plaintiffs.
62.
On March 23,20!A,President Obama signed the Patient Protection and
Affordable Care Act ("ACA"), 42 U.S.C. $ 18001 et seq. (2010) into law. Under the ACA, all
health insurance plans sold on a health insurance exchange are requfued to provide ten categories
ofessential health benefits, one ofwhich is substance use disorder services.
63.
jOin an
Although Wellmark elected to wait until late-2015 to announce it would
exchange (starting with the fall2016 open-enrollment period), Wellmark has offered ACA-
compliant health insurance plans since 2014.
64.
prior to August 2015, some of St. Gregory and RLS's patients, and the vast
majority of ALPP's patients, were covered under an ACA-compliant Wellmark Plan.
65.
Upon enrolling in a treatment proglam, each patient enters into an agreement
through which the patient authorizes Plaintiffs' to act on the patient's behalf with respect to
submission of insurance claims and assigns to Plaintiffs' the patient's right to collect such benefit
payments.
66.
In order to serve its goal of providin
careto this at+isk population, and to benefit
the State of lowa, the agreernent also provides that, in the event the patient's insurer does not
l-
Filed 05/26116 Page 14 of 53
cover the services provided, the patient is only responsible to pay St. Gregory a heavily reduced
rate, and the patient's total out ofpocket expenses is capped.
D. Defendants Defrauded St. Gregory, Forcing a Claims Settlement in 2013

67
In or around2017, and without prior notice, Defendant Robles suddenly began
conducting a post-service medical necessity review on
number of St. Gregory's claims for
payment.
68.
Defendant Robles directed and/or participated in this post-service review by
mailing requests for patient medical records to St. Gregory's then-billing service company,
located in Florida.
69.
Defendant Fay, who was and continues to be St. Gregory's primary contact
person at Wellmark, sent numerous emils and letters to St. Gregory, purporting to provide the
results of this ongoing medical necessity review.
70.
In most instances, Defendant Fay reported that Wellmark sent the medical records
to an extemal review agency, and that the agency had determined that the level of care provided
by St. Gregory was not medically necessary. As
a result, Defendant Fay
told St. Gregory that
these claims would not be processed, but would continue to pend for review untii St. Gregory
resubmitted the claims at a lower level of care.
71.
St. Gregory disagreed with these determinations. After numerous
communications back and forth, Defendant Fay agreed to meet with St. Gregory staff members
to review the results from the post-service review.
72.
Despite St. Gregory staff members' requests, Defendant Fay refirsed to-provide
St. Gregory with copies of the post-service reviews.
-i4-
73.
Filed 05/2611-6 Page 15 of 53
On information and beliet based on Defendant Fay's refusal to provide copies
of
the post-service reviews and Defendants' current conduct, the post-service reviews were
fraudulently conducted and carried out by Defendants Fay and Robles as a way to force St.
Gregory to accept less money than it was owed for its then-outstanding ciaims for parment.
74.
Additionall by refusing to provide St. Gregory copies of the post-service
revierils, Defendant Fay withheld the information that would have allowed Plaintif to
effectively dispute the denials.
75.
This post-service review continued for nearly eighteen months, placing
considerable financial pressure on St. Gregory.
76.
As a result of this {inancial pressure, in October 2013, St. Gregory entered into a
Settlement Agreement (the "2013 Settlement Agreement") to resolve the dispute, whereby
Wellmark agreed to pay St. Gregory a sum of money in exchange for
a release
of St. Gregory's
then-outstanding claims for payment.
77.
Through the 2013 Settlement Agreement, St. Gregory recovered just a fraction
of
what Wellmark owed on St, Gregory's then-outstanding claims for payment.
78.
In or around Late-2Ol4,RLS and Wellmark also entered into a settlement
agteement whereby Wellmark agreed to pay RLS a sum of money in exchange for
a release
of
RLS's then-outstanding claims for payment.
79.
Around this same time, St. Gregory staff members worked with Weilmark to
develop Wellmark's drug testing
policy. The policy
set forth guidelines regarding frequency and
composition of drug testing.
E.
The 2013 Settlement Agreement Estabtished a Precertification Proeess that the

Parties were Contractually Required to Follow
a
- lJ -
80.
Fled 05126116 Page 16 of 53
Prior to the 2013 Settlement Agreement, Wellmark did not seek to determine in
advance of treatment whether the level of care St. Gregory sought to provide an insured was
medically necessry.
81.
As a eondition of the 2013 Settlement Agreement, the parties agreed to a process,
put together by Defendant
Fa through which, prior to caring for a patient, St. Gregory would
obtain a determination from Wellmark's Utilization Management nurses that the requested level
of care was medically necessary and thus precertified. Further, the parties agreed to a concurrent
review process whereby Wellmark's Utilization Management nurses would continue making
such medical necessity and precertification determinations on an ongoing basis until the patient
was discharged. A copy of this process, set forth in Exhibit 2 to the 2013 Settlement Agreement,
is attached hereto as Exhibit C.2
82.
The precertification process set forth in Exhibit 2 to the 2013 Settlement
Agreement requires the following:
First, and prior to admitting a patient, a St. Gregory staff mnber is to place a call to
V/ellmark's Utilization Management nuses to provide specific patient diagnosis
information.
Upon receiving such a call from a St. Gregory staff member:
"The [Wellmark] nurse will ask questions regarding the clinical status of the
patient, and utilize InterQual criteria to complete a medical necessity review.
medical necessity review is not a guarantee of payment or covetage rather is

process [sic] to obtain clinical information for the review.
2Tlne2013 Settlement Agreement states that "the Parties have agreed that the pre-authorization
process set forth on Exhibit 2 hereto is currently applicable to St. Gregory's and shall be
applicable to Future Claims until such time as V/ellmark amends the pre-authonzationprocess in
accordance with established procedures for doing the same."
-16-
Filed O5l26lL6 Page 17 of 53
Wellmark will utilize InterQual criteria for evaluation of all levels of care (Acute,
Residential, Partial Hospitalization and Intensive outpatient).
If medical necessity is met for the admission, the nurse will authorize a specific
number ofdays.
If medical necessity is not met for the admission, the information will
forwarded to the Medical Director for review. A decision
will
be
be communicated
to St. Gregory's following this review.
If additional
wili
days are needed at the end of the authorized period, St. Gregory's
need to provide Wellmark with updated clinical information 1-2 days prior to
the end date for a continued stay review to be completed . . . lnterQual criteria
will
be utilized to determine medical necessity.
This process will continue until patient is discharged and/or medical necessity
criteria is [sic] no longer met.
Wellmark will request medicai records for cases to support how many days we
determined were medically necessary, verify the information collected during the
pre-certification process is appropriate, and the services billed are consistent with
the services precertified. Wellmark
will perform post pay review on 100 percent
of the cases for the first 90 days following implementation of this process and
then move to a sample of claims on a quarterly basis
if no issues are identified
during the first 90 daYs'"
83.
The statement contained in Exhibit 2 thatthe "medical necessity review is not a
guarantee of payment or coverage," tecognzes that there may be situations in which medical
necessity is met, but St. Gregory
will still not receive

a-
payment because either the patient's policy
Filed 05126116 Page 18 of 53
does not offer the level ofcoverage for the authorized care, or because the patient's policy for
out-onetwork providers has high deductibles and co-pays which a patient may fail to pay.
84.
Following the parties' 2013 Settlement Agreement, St. Gregory staff members
have followed the precertification and concurrent review process set forth in Exhibit
same process was followed regardless
2. T\e
of whether an individual was a patient of St. Gregory or
ALPP,
85.
Accordingly, prior to admitting
a patient, a member
of St. Gregory's staff
contacted Wellmark's Utilization Management nurse team to seek a determination that a specific
level of care was medically necessary and thus precertified by Wellmark.
86.
To obtain precertification, a St. Gregory staff member provided a Wellmark
Utilization Management nurse with a description of the patient's diagnosis, and Wellmark's
nurse then had the opportunity to ask questions regarding the clinical status of the patient. Using
InterQual@ Criteria, Wellmark's nurse conducted a structured interview to determine whether

the requested leve1 of care was medically necessary
87.
Based on the results of the structured interview, Wellmark's nurse made a
medical necessity determination. If the services were precertified, the Wellmark nurse would
provide a precertification number to the St. Gregory staff member either by phone or in writing.
88.
Additionally, Wellmark's Heath and Care Management team mailed St. Gregory a
letter confirming precertification for a specific level of care. An example of one such letter that
was mailed to St. Gregory is attached hereto as Exhibit D.
89.
In part, the precertificaton letters stated tht Wellmark had "revigwedthe clinical
information submitted with the precertifcation request and determined that the treatment is
medically necessary.o'
90.
Filed 05/2611-6 Page 1-9 of 53
The letters also Provided that:
This precertification approval is not a guarantee of benefits. Wellmark may

conduct a post-service review of medical records to confirm the records document
the servicei subject to the approved precertification request. The medical records
also must s,;ppott the level of service billed and document that the services have
been provide Uy ttre appropriate personnel and with the appropriate level of
supervison.
gL.
The letters confirming precertification did not state that Wellmark could later
review and change its mind as to the decision being communicated in the letter-that the specific
level of care was deemed medically necessay by Wellmark'
92.
After Wellmark's nurse provided precertification for a specific level of care, St'
Gregory provided substance abuse treatment services consistent with that which was verified and
approved by Wellmark, and in reliance upon Wellmark's representation that
it
deemed such
services medically necessary.
93.
Because Wellmark's Utilization Management nurses precertified treatment for a
specific level of care for a specified number of days, this precertification process was often
repeated multiple times for a single patient. For instance, upon admitting a patient, St. Gregbry
would contact
Wellmark nurse to obtain approval for
a specific
Wellmark's nurse would precertify that level of care for
level of care, such as PHP, and
a certain number
of days. After the
precertified days of treatment were provided, St. Gregory would again contact a Wellmark nurse
to request either additional treatment days at the same level of care, of to obtain precertification
for
lower level of care, such as IOP. The St. Gregory staff member again provided the
Wellmark nurse a description olthepatientls diagnosis,-and-Vlellmark1s nurse was then ahle

ask the St. Gregory staff member questions regarding the clinical status of the patient. This
process of ongoing precertification continued until the patient was discharged or moved to a
level of care that did not require precertification.
-79-
94.
perform
Filed 05126116 Page 20 of 53
Consistent with the tems of the 2013 Settlement Agreement, Wellmark did
post-service review on 1 00 percent of St. Gregory's claims for the first 90 days, and
conducted a similar review on a sample of claims thereafter. Wellmark did not raise any
significant concerns regarding the results of those reviews at that time.
95.
Despite the fact that St. Gregory provides inpatient residential treatment services
to patients, Wellmark has never reimbursed St. Gregory for that level of care. Instead, Wellmark
has directed St. Gregory and ALPP to
bill residential level
services as PHP services, the highest
outpatient level of care.
96.
Because St. Gregory and ALPP believe residential treatment services are in many
instances medically necessary, St. Gregory provides Wellmark's insureds inpatient residential
care, even though
97.
it is only reimbursed
at outpatient rates.
The amount at which Wellmark reimburses St. Gregory and ALPP for PHP
services is roughlyhalf of the typical residential reimbursement rate. Similarly, IOP services are
reimbursed at roughly one-half the rate of PHP services.
98.
Like St. Gregory and ALPP, many other insurers recognize that inpatient
residential treatment is often medically necessary, and thus reimburse such treatment services at
inpatient rates.
F.
By Early zlts,Wellmark Determined that it had Vast Underestimated the Cost to

Deliver Services to the Population Enrolled in its ACA-Compliant Plans
gg.
In May z}ls,Wellmark filed with the Iowa Insurance Division an annual
individual-healthinsurance-premium rate-filing-for-Wellmarkls-AGA-eompliant-indi-vidual-pians.-
100. InitsMay20l5
filing,Wellmarkproposedarateincreaseof anaverage of26.50/o,
across 23,000 policyholders, effective January
l,2416.
-20 -
101.
Filed
05/26i16 Page 21 of 53
In conjunction with its May 2015 filing, Wellmark also published a rate change
whitepaper in which
it outlined its bases for requesting
the rate increase. (Available at
b!si/lweb.archive.orq,/web/20160404061512/littp:/lwww.wellmark.com/AboutWellmgrky'Newsr
oom/Documents/20
6 Rats_WhitePaper.pdf )
In parl, Wellmark statsd:
Our ACA members are using substantially more services and are receiving care
for more chronic and critical diseases than we anticipated. The number of
members with large claims (over $50,000) is more than 18 percent higher than the
baseline population ... Based on the anticipation of pent up demand for health
services nd the rich set of benefits included in the new ACA pians, it was
assumed that members in those plans would use about 30 percent more services
than we have seen with members in past plans. Howevet, this group of members
actually used almost double what we anticipated'
IO2.
increase
of
On AugUst 25,2015,the Iowa Insurance Division approved an average rate
24.5Yo on these ACA-cornpliant
individual plans.
G. To Limit its Future Exposure,'Wellmark Immediately Moved to Eliminate

Plaintiffs' Patients' Access to \ilellmark Plans
103.
In order to assist patients who do not already have health insurance coverage, St,
Gregory has partnered with licensed insurance brokers, who explain various policies and
coverage options to patients and then assist in enrolling the patient in the policy of the patient's
choosing.
104.
In Novemb er 2014, St. Gregory began partnering with Group Benefits, Ltd'
("Group Benefits"), a health insurance general agency, whose brokers enrolled many of St'
Gregory's patients in ACA-compliant Wellmark Plans.
105.
On August 25,2015,the same day Wellmark's 2016 rate increase was approved,
Cathy Mears ("Mears"), an insurance agent from Group Beaefits, sudderrly and without priol
warning, contacted St. Gregory to relay the following information: "Effective9/l and afte4
Wellmark will no longer rec,ognizerelease from incarceration as [triggering a] special enrollment
-Ztt'
Case 4:16-cv-00259-JAJ-HCA Document 1- Filed
05l26lt6 Page 22 ol53
period. Any application with a signature date of 9/1 or after will not be honored and wil1be
returned to the agent."
106.
Mears already had meetings with ALPP participants scheduled on August 28 and
30, at which time she was to enroll the participants in Wellmark Plans'
I07.
On August 28, Mears again reached out to St. Gregory, this time to pass along
information that Wellmark had amended the effective date of the special enrollment policy
change to August
108.
29-that very same
day.
As of August 28, Mears had five ALPP participants' enrollment applications in
her possession that she had not yet submitted to Wellmark for processing. kt addition to the
completed applications, Mears had ernollment meetings scheduled with 20 more ALPP
participants prior to September
109.
I,
2015
Between August 28 and August 30, St. Gregory staffmade multle attempts to
contact Mears to check on the status of these applications and meetings, but the St. Gregory staff
received no response.
11
0.
On August
l, St. Gregory
received an abrupt email from Mears stating only that
Group Benefits had decided not to particate with St. Gregory's program going forward.
111.
Mears never submitted the five completed ALPP participants' enrollment
applications to Wellmark and she never met with the other 20 ALPP participants she had
meetings scheduled with.
ll2.
In addition to St. Gregory's attnpts to contact Mears, on August 28, St. Gregory
also reached out directly to Defendant Fay in an attempt to understand Welknark's sudden
change in policy.
-22 -
113.
One week later, on September 4,2015, Defendant Fay responded in an email to
St. Gregory, reiterating that Wellmark had changed its enroilment period policy but that
'Wellmark
would accept any enrollment applications dated through August 28.
lI4.
After St. Gregory staff made another plea to Defendant Fay to enroll the25 ALPP
participants Mears had previously arranged to enroll, Defendant Fay held a phone conference
with St. Gregory staff on September 10, during which Fay prodded the St. Gregory staff
members for additional facts he could use to support denying the25 applications.
115.
A month later, on October 9, Defendant Fay mailed a letter to St. Gregory in
which Fay informed St. Gregory that Wellmark had received 25 ALPP participants' applications
but was not accepting any of them. Fay stated that Wellmark did not have copies of any
applications ALPP participants submitted to Mears, but that
'Wellmark
1
if Wellmark were to receive
them,
would consider them.
16.
Because other insurance providers only recogni ze a 60-day special enrollment
period for individuals released from incarceration, by the time'Wellmark finally rejected these 25
ALPP participants' applications, the participants were no longer eligible to seek alternative
insurance coverage.
ll7.
Also as a result, and in furtherance of its mission to provide care to this at-risk
population and to benefit the State of lowa, St. Gregory incurred the expense of providing
treatment to these patients until they were able to obtain health insurance during the annual
enrollment period, with coverage beginning January t,2016.
118,
After Welhnark rescinded its special enrollme,lrt polic ALPP participants were
only able to enroll in Wellmark Plans during the annual enrollment period, with coverage
beginning each January 1.
-23 -
119.
Filed 05/26116 Page 24 of 53
However, by letter dated February 18, 201, Defendant Fay provided notice to St,
Gregory that Wellmark was terminating the Wellmark Agreements, effective June 30, 2016.
120.
As a result of Wellmark's tsrmination of the Wellmark Agreements, after June 30,
2Al,Plaintiffs will no longer be in-network Wellmark providers.
l2l.
St. Gregory is Iowa's largest freestanding substance abuse treatment provider and,
on information and
'
beliei is currently the only in-network ![ellmark provider of such
services in
Iowa.
122.
By terminating St. Gregory's in-network provider status, Wellmark has
essentially foreclosed ALPP participants' ability to obtain services through St. Gregory while
covered under a Wellmark Plan, as the participants' financial responsibility for obtaining
services from an out-onetwork provider would likely exceed $10,000.
123.
Despite Wellmark's sudden decision in August 20i 5 to stop recognizing release
fiom incarceration
as a Special Enrollment Period and despite Wellmark's termination of the
Wellmark Agreements in February 2016, Defendant Fay continued to misrepresent to St.

Gregory throughout this period that'Wellmark was happy to insure the population St. Gregory
and ALPP serve.
124.
On November20,2015, Defendant Faymailed a letterto St. Gregory in which
Fay stated it was '.untrue" that Wellmark did not want to covsr this population.
125.
Additionally, on March 9,2016, Defendant Fay provided
a letter
to St. Gregory in
which Fay stated "'Wellmark has never asked nor proposed that any [St. Gregory] patients not be
submitted ts V/ellmark for enrollment."
-24 -
Filed 05/26116 Page 25 of 53
H. In an Attempt to Recover From the Failed Financial Projections, Defendants Fay

and Robles Immediately Began Conducting Another Scheme to Defraud Plintiffs
126.
After determining that'Wellmark had vastly underestimated the cost to care for
the population enolled in its AcA-compliant Plans, and with its rate increase approved,
Wellmark employees began carrying out a scheme to defraud Plaintiffs out of the money
Wellmark owed them.
127.
Just as they had done since the
fall of
201.3, throughout the
fall of 2015, St.
Gregory staff continued following the precertification and concurrent review process detailed in
Exhibit 2 to the201 3 Settlement Agreement.
128.
a
However, on August 14,2015, and without any advanced warning, in response to
routine call for precertification, Wellmark's Utilization Review Manager suddenly informed a
St. Gregory staff member that the requested level of care was not medically necessary under
criteria developed by The American Society of Addiction Medicine ("ASAM Criteria').
129.
The St. Gregory staff member pointed out the impropriety of applying ASAM
Criteria-both under the \il'ellmark Agreements, which require application of InterQual@

Criteria, and on the basis that ASAM Criteria are not intended as a tool of finality for
discemment of a level of care.
130.
After
period of discussion, Wellmark's Utilization Review Manager eventually
recognized that Wellmark was contractually obligated to apply InterQual@ Criteria and granted
precertification for the requested level of care.
t31.
In response hcwever, and in ligbt of the parties' previous dispute regarding
medical necessity determinations, effective August 14,2A15, St. Gregory staff members began
submitting patient medical records to Wellmark as a standard part of its precertification process.
-zJ-
I32. Thus, since August 2015, Wellmark's
Filed 051261t6 Page 26 of 53
nurses have had both the patient diagnosis
information provided over the telephone and the patient's medical records to rely on in making a
medical necessity determination. With this information, Wellmark's Utilization Management
nurses continued to precertiff specific levels ofcare prior to St. Gregory providing such services.
133.
Despite St. Gregory's continued use of the precertification process, and despite
the fact that nothing had changed in St. Gregory's provision of care, in September 20t5,
Wellmark employees suddenly began using
a number
of different tactics to delay and deny St'
Gregory's claims for payment.
I34.
On information and belief, these tactics were employed as a way to keep money
Wellmark admittedly owed Plaintif, such that, when Defendants later asserted a claim for
recoupment, Wellmark already had Plaintif' money in its possession.
135.
For instance, in or around September 2015, Wellmark employees began
systematically denying or delaying the processing of St. Gregory and ALPP's claims for
payment on the basis of failure to submit medical records. The fraudulent nature of these delays
and denials is highlighted by the foliowing facts:
a.
St. Gregory staff were already sending all medical records as part of the
precertification process;
b.
Wellmark's electronic claim submission system shows when
a medical record has
been attached to a claim submission, and in many instances Wellmark continued
to deny claims on the basis of failure to submit medical records despite the fact
thatthe claim submission system (viewable to both Wellmark and St. Gregory
staff) showed the records were attached;
-26 -
c.
Filed 05/2611-6 Page 27 of 53
In response to such denials, St. Gregory staffagain re-attached the patient's

medical records. Wellmark then responded in one of a number of ways, each
of
which, as intended, further delayed or ended processing of the claim. For

example, in some instances, when St. Gregory staff reattached the medical
records, Wellmark responded by denying the claims as duplicative' In other
instances, Wellmark subsequently denied the claim on the ground that the medical
records sent were unsolicited. At yet other times, Wellmark responded stating
simply that Wellmark was "standing on denial."
136.
Attached hereto as Exhibit E
is atimeline comparing the average amount of time
Wellmark took to process an average St. Gregory or ALPP claim for payment in 2015
as
opposed to2016.
137.
On infomation and belief, based on their positions within Wellmark and their
involvement in the present dispute, Defendants Fay and Robles supervised, managed, directed,
and/or with knowledge of its purpose in furtherance of the scheme to defraud Plaintiffs,
acquiesced to the above-described conduct.
138.
Plaintiffs' belief is further substantiated by the fact that, over many months, St.
Gregory staff mernbers have continuously apprised Defendant Fay of the above-described issues,
be
and Defendant Fay has continuously misrepresented that these claims processing issues would
resolved.
139.
For example, in October 2015, Wellmark began mass denying over $1 million in
gross claims onthe ground that the diagnosis coding was incorrect. After raising the issue
regarding the diagnosis coding denials to Defendant Fay multiple times, in an in-person meeting
on February
lB,20l6,Fay represented to St. Gregory staff that Wellmark would immediately
-27 -
reprocess these claims. Yet, as of the date of this
Filed 05126116 Page 28 of 53
filing, St. Gregory has yet to receive payment
for these claims that Wellmark has admitted to erroneously denying.
140.
With
a process
in place to ensure future payments to Plaintiffs were iimited,
Defendants Fay and Robles, in concert with other Wellmark employees, went on to conduct a
fraudulent post-service medical necessity review of Plaintiffs' claims.
141.
On or around October 21, 2A15, Defendant Robles mailed a letter to ALPP stating
that Wellmark had submitted four patients' medical records to Managing Costs, Managing Care
('.MCMC"), a peet review organization headquartered in Massachusetts. Robles went on to

explain that MCMC's review indicated that the level of care provided by St. Gregory was not
supported by the four patients' medical records.
142.
The letter from Defendant Robles further stated that ALPP had been placed on
medical records review. The letter explained:

What this means is that V/ellmark is requiring that you furnish medical records
supporting all claims submitted to Wellmark before such claims will be
processed. Claims will be denied pending Wellmark's receipt and review of the
requested records, and pending a determination as to whether the records
adequately support the claims submitted.
143. Additionall
on November 10, 2015, Defendant Robles mailed St. Gregory a
letter in which she informed St. Gregory that Wellmark was conducting a post-payment review
of claims for which Wellmark had alreadypaid St. Gregory and requested medical records for 36
St. Gregory patients.
144.
In response to a question from St. Gregory as to
Wellmark was requesting
medical records for claims it had alreadypaid on Novem-ber 20,20L5, Defendant Fay mailed St.
Gregory a letter in which he stated that Wellmark needed the records in order to "determine
whether the level of care delivered was medically necessary under the individual circumstances
-ao-
Filed 05126/L6 Page 29 of 53
of each member, and whethe the level of care that was delivered is consistent with the
precertification request and the claims submitted to'Wellmark."
l4S.
St. Gregory subsequently complied with the post-payment review request and was
told that nothing further would be done until MCMC's review was completed. The results
of
MCMC's review were not provided to St. Gregory for nearly three months.
146.
Also around this same time, in or around October or Novemb er 2015, Wellmark
uniiaterally changed the drug testing policy that St. Gregory staff members had assisted
Wellmark in developing just one year prior. The changes drastically reduced the frequency and
composition of drug testing rocessed and billed by RLS) that Wellmark would reimburse.
147.
Following this change in policy, Defendants have virually stopped payrng RLS's
claims for payment, even though their new policy, which drastically reduced the amount of drug
testing Wellmark would reimburse, still provided reimbursement for certain drug testing that was
provided by RLS.
148.
On February 18,2016, Defendant Robles provided St. Gregory a letter stating that
MCMC had reviewed the claims for 71St. Gregory and ALPP patients and determined that
Wellmark had overpaid St. Gregory 5994,702.04. In addition to demanding St. Gregory refund
that amount to Wellmark, the letter stated that the review also included some claims that had not
yet been paid and Wellmark was denying those claims.
1,4g. That same day, Defendant
Fay met with St. Gregory staff at Wellmark's offices.
The meeting was presented to St. Gregory staff as an opportunity to discuss Wellmark's
systematic claim denial and to review the results of the extemal medical reords review'
150.
At that meeting, Defendant Fay explained what was written in the letter-that
MCMC's review indicated that the PHP level of care St. Gregory provided was not the
-za-
Case 4:1-6-cv-00259-JAJ-HCA Document 1- Filed 051261L6 Page 30 of 53
appropriate level of care for 70 of 71 patients, and as
result, Wellmark was entitled to
5994,702.A4 in recoupment from St. Gregory and ALPP.
151.
As documented in the MCMC case reports provided to St, Gregory staff by
Wellmark, MCMC conducted its primary review in December 2015 and January 2016. One
doctor, Dr. Stephen Gilman, conducted approximately 85% of those rwiews.
152.
With respect to virtuaily every patient, the MCMC reviewers found that the level
of care billed for was actually provided, but that in all but one case, the PHP level of care was
not medicaily necessary. hstead, the reviewers concluded, the patients could have been treated
at an even lower level of outpatient care.
153.
On information and belief, Defendants Fay and Robles directed MCMC to engage
in a fraudulent, result-driven review of Plaintiff s claims. This belief is supported by a number

offacts.
I54.
First, MCMC found 99% of St. Gregory's claims lacked medical necessity,
despite the fact that Wellmark's Utilization Management nurses had previously determined
(often multiple times through the concurrent review process) that medical necessity was in fact
met for 1A0% of the claims.
155.
Second,
it is unrealistic that, given the demographic St. Gregory
and ALPP serve,
the PHP level of care, an autpatient level of care,was found to be medically necessary for only
of 71 patients,
156.
Third, the MCMC reviewers utilized improper standards of review. A number of
the reviews do not even identifythe rnedical criteria on which the medical necessity
determination was based. The other reviews indicate that the reviewer utllze'AsAM Criteria,
rather than InterQual@ Criteria.
.JU-
L57.
1 Filed 051261L6 Page 31 of 53
In addition to these overarching issues, the MCMC case reports were riddled with
inconsistencies, misrepresentations, and material omissions, including among other things, a
failure to identify the records relied on for the review, inaccuracies in summarizing patients' past
medical history, and inconsistencies as to whether the reviewer \ryas concluding that the services
provided were necessary or not.
158.
During the February 18 meeting, Defendant Fay went on to explain that, based on
the 77 record review, Wellmark believed that all claims St. Gregory and ALPP billed at the PHP
level of care in the last 18 months would not be supported bymedical records.
159.
This statement dsmonstrates that Defendant Fay and Wellmark had adopted an
intemal policy that, regardless of a patient's condition, Wellmark will never cover PHP services.
10.
At the meeting, Defendant Fay proceeded to present St. Gregory staff
a chart
in
which he had extrapolated the amount Wellmark allegedly overpaid for the 70 MCMC-reviewed
claims (that determined medical necessity was not met) to the total PHP claims amount
Wellmark had paid St. Gregory and ALPP in the past 18 months. Based on this extrapolation,
Defendant Fay argued Wellmark was entitled to recoup approximately $4 million more for these
past overpayments. Despite making this threat, however, Defendant Fay admitted that Wellmark
could not in fact recoup this amount based solely on this extrapolation-in order to do so,
Defendants would have to go back and conduct a medical necessity review on each claim paid
over the past 18 months.
161.
Defendant Fay suggested that to avoid this process, St. Gregory and ALPP should
resubmit all claims for PHP care at IOP rather than PHP rates. If they chose not to do so,
V/ellmark would continue to pend and deny their claims for payment.
1
ll
162. Finall
Filed 05126116 Page 32 of 53
Defendant Fay presented a letter notifying Plaintiffs that Wellmark was
terminating the Wellmark Agreements, without cause, effective June 30, 2016.
163.
Beginning February 24,2Q76, and continuing every week since then, a letter has
been mailed to St. Gregory and ALPP, stating that "per request of Wellmark's Special
Investigations Unit," Wellmark is withholding monies owed
ooto
satisfli various claim
overparments."
164.
On information and belief, based on her position as Senior Investigator in the
Speeial Investigations Unit, Defendarrt Robles eithEr sent or directed the February 24lette4 and
each subsequent letter, to be sent to Plaintiffs'
15.
In addition to u/ithholding Plaintiffs' claims payments pursuant to the letters sent
by Wellmark's Special Investigations Unit each week since February 24, on April 1, a Wellmark
employee directed the reversal of an ACH paSrment that had been made to St. Gregory's bank
in
Omah4 Nebraska a few daYs Prior.
166.
On information and belief, based on his position as Vice President of
'Wellmark's
Health Networks division, his role as Plaintiffs' primary Wellmark contact person, and his
involvement in the post-service reviews and the February 18 meeting, Defendant Fay also
directed the weekly recoupment letters to be sent to St. Gregory and ALPP.
167.
By letter dated Febru aty 29,2016, St. Gregory staff identified for Defendant Fay
a few of the many inaccuracies underlying the representations and threats made at the February
18
meeting. Among other things, St. Gregory staff reminded Defendant Fay that all of the
claims reviewed by MCMC had been previously deemed medicall necssary by Wellmark's
Utilization Management nwses, St. Gregory had been providing all charts as part of the
-3-
1 Filed O5l26lL6 Page 33 of 53
precertification process since August 2015, and the MCMC review was conducted using
improper medical criteri
168.
a.
On March 9, Defendant Fay again met with St. Gregory staff at Wellmark's
offices. At the meeting, Defendant Fay presented St. Gregory
a letter
in which Fay denied that
Wellmark had full access to patients' medical records for purposes of preauthorization and
concurrent review. Fay's letter specifically provided that "Wellmark's prior approval process
makes a preliminary, non-binding determination of medical necessity based solely on
representations made by the provider over the phone to Wellmark utilization review staff."
When St. Gregory staff pushed back by pointing out that St. Gregory had submitted medical
records as part of its precertification process since August 14,2015, and that St. Gregory had
received a binding medical determination for every claim submitted after 2013 pursuant to the
parties' 2013 Settlement Agreement, Defendant Fay acknowledged he would have to research
the issue further,
169.
Defendant Fay's conduct throughout February and March, including his
admission at the March 9,2016 meeting that Wellmark did not use the precertification and
concurrent review process with any other mental health provider and his continual
representations that Wellmark did not have Plaintiffs' patients' medical records prior to
precertification, suggests that up until some point after March 9,Fay had not considered how
Plaintiffs' precertification process impacted Wellmark's post-service review and recoupment

theory.
170.
On March 77,2016 Wellmark sent a letter to St. Gregory following up
ol
the
parties' March 9 discussion. The letter revoked the precertification process sct forth in Exhibit 2
.JJ-
to the 2013 Settlement Agreement, stating that
"[i]t
Filed 05126i1-6 Page 34 of 53
is not cost effective or necessry to review
proposed services, and also review medical records post service." (emphasis added).
l7I.
This was an implicit admission that what Wellmark was doing through its post-
parties
service medical necessity review made no sense in light of the precertification process the
had been
following.
172.
Additionally,'V/ellmark'sMarch lT,20L6letterrepresentedthatWellmarkhad
"released" claims for services provided to out-of-state patients to those patients' Home Plans,
This would allow the Home Plans to determine whether they would pay Plaintiffs' claims.
However, following Wellmark's March 77,20l61etter, St. Gregory staff members have
contacted a number of these patients' Home Plans to.check on the status of St. Gregory's claims
for payment. Through these contacts, St. Gregory has learned that several Home Plans have
made pa5rment to Wellmark for
Plaintiffs' claims, but that Wellmark has withheid the payment
on grounds of recoupment for alleged overpayments.
173.
Finally, Wellmark's March 17,2}l61etter represented that there were only five
patients' claims for which both of the following were true: (a) V/ellmark had received medical
records from St. Gregory prior to precertification and (b) MCMC had reviewed the patient's
claim. Because St. Gregory had questioned the propriety of the MCMC reviewers and their use
of improper medical criteria, Wellmark agreed to resubmit these five patients' claims to a
different third party review organizalion, along with the InterQual@ Criteria. In addition to these
five patients' claims, Wellmark stated it would also submit to this same review agency a ntrnber
of other claims thathad no{ yet been extemallyreviewed'
-
-Jn-
174.
Filed 05126116 Page 35 of 53
Pursuant to Wellmark's March I7,20l61etter, 31 claims (five that had been
reviewed by MCMC and26 others) were reviewed by the Medical Review Institute of America,
Inc. ("MRIOA''), an entity located in Utah.
17S.
The
MRIOA
case reports, which were later mailed by a
Wellmark employee to St.
Gregory, show that Dr. Stephen Gilman, the same doctor who conducted the vast majority of the
reviews on behalf of MCMC, again conducted the majority of the reviews by MRIOA.
176.
Dr. Gilman reviewed twenty of St. Gregory's patients' claims between March 29,
2016 andApril 12,201. For each of those twenty patients, Dr. Gilman came to the same
conclusion:
a.
The information presented for pre-service review was-consistent with the
information in the medical records Wellmark received post-service;
b.
The post-service records show that PHP services were provided;
c.
The services provided were not medicaliy necessary based on both ASAM and
InterQual@ Criteria; and
d. St. Gregory properly documented the treatment

177.
Thus, in these twenty
reviels, Dr. Gilman
provided.
came to essentially the same
conclusions as the prior MCMC reviews came to with respect to other St. Gregory claims-PHP
services had been provided but were not medically necessary.
178.
The case reports further show that on
April
13 and 14,
MRIOA completed its
review of St. Gregory claims, with Dr. Gilman completing an additional six reviews, and a new
docJor, Dt. Paula Zimbrean, completing a review of the five claims that had been previously
reviewedbyMCMC.
I79.
Filed OSl26lL6 Page 36 of 53
In stark contrast to the conclusions arrived at in nearly all of the previously
reviewed claims, all eleven of the reviews conducted on April 13 and 14 found that the postservice records did not show that St. Gregory had provided PHP level ofservices.
180.
On information and belief, Defendant Fay or Robles, or another V/ellmark
employee, directed MRIOA to conclude that St. Gregory had not provided PHP services to the
patients.
181.
This belief is supported by the sheer unlikelihood that two "independent"
reviewers-Drs. Gilman andZimbrean-would suddenly
and independently come to the same
conclusion on eleven different reviews, a conclusion that was also at odds with virtually all
previously reviewed claims.
I82.
Additionally, the timng of this change is also suspect given the fact that St.
Gregory had just alerted Wellmark to the fact that Wellmark's theory of recoupment-that
Wellmark could go back and retroactively deny claims based on lack of medical necessity--did
not work given St. Gregory's precertification process and unilateral decision to send medical
records as part ofthat precertification process.
183.
The fraudulent nature of the post-service reviews is particularly evident when
analyzingthe five patient records that Dr. Zimbreanreviewed on behalf of MRIOA, which were
the five patient records that had been previously reviewed by MCMC and for which Weilmark
acknowledged having medical records prior to precertification'
184.
In each of these five reviews, Dr. Zimbrean found that the post-service medical
records dd not show that St. Gregory had provded PHP level services, For each of these same
patients, however, the MCMC reviewer had already previously determined the medical records
did. supportthe level of services being billed by St. Gregory. In fact, for some of those five
-J0-
Filed 05126116 Page 37 of 53
patients, MCMC had already determined that the records demonstrated St. Gregory had actually
gone further and provided inpatient residential care.
.185.
The following example serves to illustrate and further substantiate Plaintiffs'
assertion that the retrospective reviews conducted by MCMC and MRIOA were fraudulent.
186.
Patient A, an ALPP participant, received treatment from St. Gregory following
three months of incarceration. Prior to incarceration, Patient A had been using, for the last seven
years and on a daily basis, methamphetamine (both intravenously and by smoking) and opioids
(up to 10 pills a day). Patient A's medical records further state that she was estranged from her
family and, prior to incarceration, had been living with friends who also use.
187.
Upon admission, Patient A received Detoxification level services for ten days.
Following those ten days, St. Gregory staff received a determination from Wellmark's
Utilization Management nurses that PHP care was medically necessary and nine days of PHP
care were authorized. After those nine days of care were provided, St. Gregory staff again
received a determination that PHP care was still medically necessary, and'Wellmark's Utilization
Management nurses authorized an additionai ten days of PHP care. This concurrent review
process was completed one additional time, with Wellmark authorizing nine additional days
of
PHP care.
188.
When St. Gregory submitted Patient A's claim to Wellmark, Wellmark denied the
claim, stating that the claim would undergo an external medical necessity review.
189.
The MCMC case report for Patient
A's claim, dated October 23, concluded that
the medical records supported the level of services billed by St. Gregory. In other words, the
reviewer found that St. Gregory had in fact provided PHP selices to Patient
case
A.
The MCMC
rE)ort went on to conclude, however, that PHP services were not medically necessary to
-37 -
Case 4:16-cv-00259-JAJ-HCA Document 1- Filed 05126f'6 Page 38 of 53
treat Patient
A. Because Patient A had been incarcerated,
and therefore was not using during the
three months leading up to treatment, the case report found that OP care (outpatient care with a
maximum of 9 contact hours a week), was appropriate.
190.
After the various meetings and correspondence between Defendant Fay and St.
Gregory staff in February and March 2016, during which St. Gregory staff reminded Defendant
Fay that St. Gregory had obtained a binding medical necessity determination based on patient
rnedical records prior to providing that care, Wellmark sent Patient A's records to MRIOA for
another review.
191.
Patient A's MRIOA case report, dated
April
14, concluded that the post-service
medical records did not support the PHP level of service billed,
as the
records showed Patient
had not received the minimum number of treatment hours per day.
192.
This conclusion directly contradicted the MCMC case report's prior conclusion
that St. Gregory had in fact provided PHP services to Patient
A. However,
this conclusion
conveniently fits what Wellmark and Defendant Fay have come to understand as'Wellmark's
only method of denying Patient A's claim.
193.
Following the MRIOA review, Defendants again recouped the purported
overcharge for those claims that V/ellmark previously paid through withholding payment on
other claims owed to Plaintiffs.
t94.
Defendants continue to represent that the conclusions of these external reviews,
including the contradictory conclusions such as those reached regarding Patient A's claims,
entitle Welhnark to extrapolate the results and recoup all paynents Wellmark has made to St.
Gregory and ALPP for PHP care in the last 18 months.
-38-
195.
Filed 05126116 Page 39 of 53
Coincidentally, because last fall Defendants arbitrarily withheld millions of
dollars' worth of claims Wellmark admits to owing Plaintiffs, and because Defendants have still
refused to pay Plaintiffs at the reimbursement rate their post-service review claims determind
was appropriate, Wellmark already has in its possession the millions of dollars Defendants now
claim Wellmark is owed as a result of this extrapolation theory'
Defendants Have Engaged in Sirnilar Conduct in the Past and Threaten to Continue
to Do So in the Future
196.
In May 2009, Plaintiff T. Zenon Pharmaceuticals, LLC (dlblaPharmacyMatters)
(referred to herein as "Pharmacy Matters"), filed a complaint against Wellmark, alleging

\Mellmark improperly refused to pay over $7 million worth of claims Wellmark owed Plaintiff
for injectable drugs for hemophilia provided by Plaintiff to Wellmark's insureds.
lg7.
Similar to the allegations contained in the present Complaint, Pharmacy Matters
alleged Wellmark employees, including Defendant Robles, engaged in a strategy of withholding

payments on false pretenses.
198.
On Decemb er 23,2015, the Court of Appeals of Iowa ru1ed that Wellmark had in
fact breached its agreement with Pharmacy Matters by not paying 114 claims properly submitted
to Wellmark. T. Zenon Pharmaceuticals, LLC v. lTellrnark,No. 14'0769,2015WL945M69

(Iowa Ct. App. Dec.23,2015).
9.
In the course of so ruling, the Court of Appeals of Iowa relied on a number
of
factual findings made by the lowa District Court for Johnson County after a trial on the merits,
analogous-to.those,at-issue in,the present Complai--SprlQe of these include:

a
Weilmark shifted fimong different grounds for rejecting Pharmacy Matters'

claims. For instance, an email sent by [a Wellmark employee] in early
December 2008 to [Wellmark employees, including Defendant Robles],
advised:
'2tI
- Jf
'
Filed 05/26116 Page 40 of 53
Wellmark may deny claims up front in appropriate circumstances,

either for records or ne\M claims, or for not having a valid
prescription (if missing from the records provided). With a valid
prescription, or once a valid prescription is supplied to Wellmark,
[it] may still deny for records-in effect, deferring to each of you to
determine whether the claim should be paid.
Robles replied to fthe email stating] that Wellmark's pharmacy director,
medical director, and medical policy team were "going to try to put a medical
policy in place that is going to make it difficult for them to use Pharmacy
Matters and if they do [use Pharmacy Matters] to limit the amount of [the
drug] they can send.'o
I
200.
In late December 2008, Robles emailed Alanna Lavelle, an investigator for

the Georgia BCBSA licensee, explaining Wellmark's "strategy" was to deny
new claims for "documentation" or for not having a valid prescription. For
those claims that Wellmark received documentation and prescriptions,
Wellmark's pharmacy director Mathew Hosford performed a review to
"determine what is the maximum amount of [the] Factor that the member
should receive in a month. If the member is receiving more than that amount
then we are going to deny whatever is over as provider liability." Robles
again mentioned 'utting a medical policy in place that will restrict the Factor
somehow and try and get a handle on this situation." Robles concluded the
email: "I would like to adjust these claims accordingly unless you can think
ofanother reason that the claim can be denied as I am out ofreasons."
The similarities between the findings in T. Zenon Pharmaceuticals andthe
allegations of the present Complaint demonstrate that the conduct alleged herein constitutes a
regular and systematic way of conducting the affairs of Wellmark.
201.
will
Unless stopped, Defendants Fay and Robles, and others within Wellmark who
be identified through
discover threaten to continue conducting the affairs of Wellmark in a
similar fashion.
J.
Ptaintiffs have Incurred Significant Injury as a Result of Defendants'Actions
202.
Had Plaintiffs known that Wellmark was not going to pay claims for substance
abuse treatment programs as agreed to by the parties, Plaintiffs would not have entered into any
agreements with Wellmark.
-4-
203.
Filed 05/26i16 Page 41 of 53
Defendants' actions have caused Plaintif injury, having a significant and
detrimental financial impact on Plaintiffs, and inhibiting Plaintiffs' ability to provide health care
services to patients. For instance,
a
St. Gregoryhas incurred excess costs forpatient care as aresult ofreliance on

Wellmark's representation to 25 patients in August 2015 that they would be
allowed to enoll in Wellmark Plans if they applied before September 1st;
billing staff spends an overwhelming majority of its time processing

records
requests, and addressing Wellmark's refusal to pay claims for
Wellmark's
benefit payments, resulting in significant additionai payroll costs;
Wellmark's failure to pay claims for benefit payments have led to substantial cash
flow shortages, making it difficult for St. Gregory to pay payroll taxes and leading
to fines;
St. Gregory has been forced to drastically reduce patient enrollments;
St. Gregory's executive team has had to devote a significant amount oftime to
address Wellmark's egregious and fraudulent denials of claims, managing cash
flow issues, and mitigating damages, as opposed to focusing on delivery of health
care services and patient care;
St. Gregory has been forced to recapitalize to bring in an additional $2 million in

cash in order to attempt to bridge the shortfail caused by Wellmark's bad faith and
fraudulent actions, putting investors at risk of debt or dilution of their ownership
interest;
St. Gregory had to sell certain stocks earlier than planned, losing out on
anticipated future appreciation;
The cash shortfalls have necessitated that St. Gregory downsize staff by
approximately 2}o/o, and it has been unable to fill positions that have been vacated
St. Gregory's
through attrition.
Simply put, through its actions, Defendants have sought to in effect put Plaintiffs out of
business.
204.
The fraudulent and bad faith denials ofclaims and/or failure to pay claims for
benefit payments under the patients' respective Wellmark Plans have damaged Plaintiffs in an
amount in excess of $12 million, with damages continuing to increase.
-41 -
2A5.
Filed 05126116 Page 42 of 53
Plaintiffs have made a good faith effort to obtain payment from Wellmark prior to
initiating this lawsuit but have been largely unsuccessful. Any further attempts at resolving these
issues would be futile.
2A6.
Further, Defendants' conduct toward St. Gregory suggests they have committed a
violation of the Mental Health Parity and Addiction Equity Act (MHPAEA) by imposing a
gteater burden on St. Gregory as a substance abuse treatment provider as compared to the burden
placed on medical services providers with respect to proving the validity of claims for payment.
COUNT I - BREACH OF CONTRACT

(For Breach of the \ilellmark Agreements)
(Against Defendant Wellmark)
207.
Plaintiffs restate and reallege paragraphs I through 206.
208.
Plaintiffs and Wellmark are parties to the Wellmark Agreements.
209-. Plaintif
have performed all of their obligations under the Wellmark Agreements,
or are excused from such performance.
2I0.
Wellmark has breached the Wellmark Agreements in multiple ways, including but
not limited to, by failing to timely pay clean claims, by failing to pay claims for medically
necessary health care seryices, precertified by Wellmark, and then provided to patients
by
Plaintiffs, and by withholding payment for Plaintiffs' claims under the pretext of recovering
Vy'ellmark's alleged previous overpayments.
21I.
Furtheq Wellmark has breached the implied covenant of good faith and fair
212.
Wellmark's failure to pay Plaintif' claims constitutes
dealing.
Wellmark Agreements
a material breach
of the
213.
Filed
O5l26lt6 Page 43 of 53
As a result of Wellmark's breach, Plaintiffs have been damaged, and continue to
be damaged, in an amount in excess of $12 milliorU the exact amount to be determined at trial.
COUNT II - BREACH OF CONTRACT

(For Breach of the 2013 Settlement Agreement)
214.
Plaintiffs restate and reallege paragraphs I through 213.
2t5.
St. Gregory is a party to the 2013 Settlement Agreement with Wellmark.
216.
St. Gregory has performed all of its obligations under the2013 Settlement
Agreement, or is excused from such performance.
217.
Wellmark has breached the 20i3 Settlement Agreement
including but not
limited to, failing to perform pursuant to the precertification process set forth in Exhibit 2 to the
201 3 Settlement Agreement.
218.
Further, Wellmark has breached the implied covenant of good faith and fair
219.
Wellmark's failure to perform constitutes a material breach of the 2013
dealing.
ettlement Agreernent.
220.
As a result of Wellmark's breach, St. Gregory has been damaged, and continues
to be damaged, in an amount to be determined at trial.
COUNT III -BAD FAITI{

221.
Plaintiffs restate and reallege paragraphs 1 through 220.
-222. --s/ellmark has failed to-pay-Plaintiffs-claims for payment-wthout-a-reassnable

basis for denying such claims.
223.
lVellmark knew or had reason to know fhatit was without a reasonable basis for
denying such claims.
-43-
224.
As
Filed 05126116 Page 44 of 53
result of Wellmark's conduct, Plaintiffs have been damaged, and continue to
be damaged, in an amount to be proven at trial.
225.
The conduct of Wellmak not only constitutes
willfui
and wanton disregard for
the rights ofPlaintiffs, but also rises to the level ofoppression or connivance to harass or injure
Plaintiffs. Accordingly, Plaintiffs are entitled to actual, consequential, and exemplary damages,
attorney's fees, and costs, in an amount to be proven attnal,
COUNT IV - UNJUST ENRIHMENT

(Against Defendant \ilellmark)
226.
Plaintiffs restate and reallege paragraphs 1 tluough225.
227.
By providing health care services to Wellmark's insureds, Plainti{fs have
provided
benefit to Wellmark.
228.
'Wellmark
was aware of this benefit, solicited it, accepted it, and was enriched
upon receipt of it.
229.
'Wellmark has retained a portion of the benefit by improperly denying,
diminishing, and delaying payment to Plaintiffs for the services Plaintiffs have provided to
Vy'ellmark's insureds.
230.
It would be inequitable to allow Wellmark to retain the benefits it has obtained
under the circumstances, and Wellmark has been unjustly enriched thereby and continues to
unjustly enrich itself in an amount to be proven at trial.
231.
-
As a result of Wellmark's conduct, Plaintif have been damaged, and continue to
damaged, in an amountJo-be-pro-ven at-trial.
-be
232.
The conduct of Wellmark not only constitutes
willful
uod
**ton
disregard for
the rights of Plaintiffs, but also rises to the level of oppression or connivance to harass or injure
-44-
plaintiffs. Accordingly, Plaintiffs
are entitled to actual, consequential, and exemplary damages,
attorney's fees, and costs, in an amount to be proven at trial.
COUNT V _ PROMISSORY ESTOPPEL

233.
Plaintiffs restate and reallege paragraphs
234.
Wellmark andlor its agents made certain promises to St. Gregory and ALPP,
throu$t23Z.
including but not limited to promises that patients would be allowed to enroll in'Wellmark Plans
before September L, 201 5.
235.
Wellmark and/or its agents also made certain promises to Plaintiffs that claims for
parment that were precertified by Wellmark as medically necessary would be paid.
236.
Wellmark and/or its agents' promises were made with the clear understanding that
plaintiffs were seeking an assurance upon which Plaintiffs could rely and without which
Plaintif would not have acted.
237.
Plaintiffs acted to their substantial detriment in reasonable reliance on Wellmark
and/or its agents' promises.
238.
Under these circumstances, Wellmark's failure to
fulfrll its promises was unfair
and/or inequitable such that injustice can only be avoided by enforcement of the promises.
23g.
As a result, Plaintif have been damaged, will continue to be damaged, and are
entitled to actual and consequential damages in an amount to be proven at trial'

- F'RAUI)
COUNT
(Against all Defendants)
240.
Plaintiffs restate and reallegeparugtaphs
241.
Wellmark and its agents, in the course of their business, made false
through 239.
representations to Plaintif and their agents, including, but not limited to: falsely representing
-45-
Filed 05126116 Page 46 of 53
that certain patients would be allowed to enoll in'Wellmark Plans before September 1,2A15;
falsely representing to Plaintiffs that Plaintiffs' proposed treatment services were medically
necessary and would be paid; conducting fraudulent post-service reviews; and withholding
Plaintiffs money on the basis of fraudulent post-service reviews.
242.
The false representations provided by Wellmark and its agents. were material.
243.
V/ellmark and its agents were aware that the representations r/ere false and made
the representations with the intent to deceive Plaintiffs and their agents.
244.
Plaintiffs justifiably relied upon the false representations provided by Wellmark
and its agents.
245.
As a result, Plaintiffs have been damaged, and continue to be damaged, in an
amount to be proven attrial.
246.
The conduct of Wellmark not only constitutes
willful
and wanton disregard for
the rights of Plaintiffs, but also rises to the level of oppression or connivance to harass or injure
Plaintiffs. Accordingly, Plaintiffs are entitled to actual, consequential, and exemplary damages,
attomey's fees, and costs, in an amount to be proven at trial.
COUNT VII
- NEGLIGENT MISREPRESENTATION
247.
Plaintif restate and reallege paragraphs I through 246.
248.
Wellmark and its agents, in the course of theirbusiness, profession or
employment, supplied false information with the purpose of guiding Plaintiffs and their agents in
-their-business transactions,,including but not-limited to: falseiy r-eplqs-e!trg-tn[ seain patients
would be allowed to enroll in Wellmark Plans before Septonber 7,2015; falsely representing to
Plaintif that Plaintiffs' proposed treatment services were medically necessary and would be
^/
- Ir_l -
paid; conducting fraudulent post-service reviews; and withholding Plaintiffs money on the basis
of fraudulent post-service reviews.
Z4g.
Wellmark and its agents failed to exercise reasonable care in providing such
informati on to Plaintiffs.
ZS0. Plaintiffs justifiably relied upon
the false information provided by Wellmark and
its agents.
Z5I.
As a result, Plaintif have been damaged,
will continue to be damaged,
and are
entitled to actual and consequential damages in an amount to be proven at trial.
COUNT
VIII-VIOLATION OFRICO"
18 U.S.C. 196L. ls'
(Against Defendants Fay and Robles)
252.
253.
Defendants Michael Fay and Debra Robles are "persons," as defined
in
18 U.S.C.
$ 1e61(3).
ZS4. Wellmark is an "enterprise"
as defined
in
18 U.S.C. $ 1961(4) and is engaged
in
activities affecting interstate eornmerce. Defendants Fay and Robles are employed by Wellmark.
255.
Defendants Fay and Robles agreed to, conspired to, and did knowingly operate,
manage, conduct, and participate in the conduct of the affairs of Wellmark through a pattem
of
racketeering activity, as alleged and for the unlawful purpose of intentionally defrauding
plaintiffs, in violation of 18 U.S.C. $ 1962(c) and (d), including but not limited to the following:
a,
violation of 18 U.S.C. $ 1341 (mail fraud) byusing ot causingto beused the

United States mail and private or commercial interstate carriers to send
documents and communications to further their scheme of defrauding Plaintiffs;
-at -
b.
violation of l8 U.S.C. $ 1343 (wire fraud) byusing or causingto beused

interstate wire communications to send documents and communications to further
their scheme of defrauding Plaintif.
256.
The racketeering activity engaged in by Defendants Fay and Robles constitutes a
pattern of racketeering activity within the meaning of 18 U.S.C. $ 1961(5). The racketeering
activity engaged in by Defendants Fay and Robles was both related and continuous. As to
relatedness, the predicate acts of racketeering activity are related to the same or similar puposes,
results and participants, and have the same goa1, namely the enrichment of
'Wellmark
and
resulting increase in status for Defendants Fay and Robles at the expense of Plaintiffs, and have
the same methods of commission and are otherwise inter-related by distinguishing
characteristics, and are not isolated incidents. The pattern of racketeering activity was
sufficiently continuous under either the closed-ended or open-ended continuity standards.
257.
As a direct and proximate result of the racketeering activities engaged in by
Defendants Fay and Robles and corresponding violations of 18 U.S.C . 1962, Plaintiffs have
been injured in their business or property.
258.
Accordingly, Plaintiffs are entitled to recover threefold the damages they have
zustained, as well as their costs of this suit, including reasonable attorneys' fees, pursuarrt to 18
U.S.c. $ 1964(c).
COUNT IX _ VIOLATION OF IO1VA ONGOING CRIMINAL CONDUCT STATUTE.
IOWA CODE 7064,2
259,

(gainst Defendnti Fay and Robles)
Violation of Iowa Code I7064.211)
260.
Wellmark is an "enterprise" as defined in Iowa Code $ 706A.1(2).

to
--!oI
261.
Defendants Fay and Robles knowingly conducted the affairs of Wellmark through
specified unlawful activity andl/or knowingly participated, directly or indirectly, in Wellmark,
which Defendants Fay and Robles knew was being conducted through specif,red unlawful
activity, in violation of Iowa Code $ 7064.2(lXc).
262.
Defendants Fay and Robles conspired and/or attempted to violate and/or solicited
an/or facilitated violations of Iowa Code $
706*.2(l)(c), in violation of Iowa Code
706A.2(1Xd).
263.
In furtherance of the enterprise, Defendants Fay and Robles committed acts for
financial gain on a continuing basis which are indictable offenses under Iowa Code $ 7068,2,
and which constitutes specified unlawful activity under Iowa Code $ 7064.1(5).
Violation of'Iowa Code
264.
7064.2(2
Defendants Fay and Robles, along with other Wellmark employees who
will
be
identified through discovery, constitute a "criminal networK'as that term is defined by lowa
Code g
7064.1(l). These'Wellmark employees
engaged, for financial gain on a continuing
basis, in conduct which violates Iowa Code $ ?068.2.
265.
Defendants Fay and Robles, acting with knowledge of the financial goals and
criminal objectives of the criminal network, knowingly facilitated the criminal objectives of that
network by engaging in intimidation or inciting or inducing another to engage in intimidation, in
violation of Iowa Code $ 706A.2(2)(a).
Violation of lowa Code $ 7064.2(31
266.
Defendants Fay and Robles knowingly transported, received, or acquired property
and/or conducted a transaction involving property, knowing that the property involved was the
Aal
Case 4:16-cv-00259-JAJ-HCA Document 1- Filed 051261L6 Page 50 of 53
proceeds of a form of unlawful
activit
when, in fact, the property was the proceeds of specified
unlawful activity, in violation of Iowa Code $$ 706B..2 and706{.2(3).
267. Specifically, Defendants Fay and Robles knew that the property involved was the
proceeds of theft, as defined by Iowa Code $ 714.1.
268.
The property was in fact the proceeds of theft, as defined by Iowa Code $ 714.1.
Violation of Iowa Code
269.
7064.2(5)
Defendants Fay and Robles negligently allowed their services to be used to
facilitate specified unlawful activity, in violation of Iowa Code $ 7064.5.
270.
Specificall Defendants Fay and Robles negligently allowed their services to be
used to facilitate theft, as defined by Iowa Code $ 714.1.
Violation of Iow Code
271.
S 7064.2141
Defendant Wellmark engaged in specified unlawful activity, as the term is defined
by Iowa Code $ 7064.1(5).
272.
Specifica1ly, Defendant Wellmark committed, for financial gain and on a
continuing basis, acts of theft in violation of Iowa Code $ 714.1.
273.
Defendants Fay and Robles engaged in specified unlawful activity, as the term is
defined by Iowa Code $ 7064.1(5).
274.
Specifically, Defendants Fay and Robles committed, for financial gain and on a
continuing basis, acts of money laundering in violation of Iowa Code $ 7A6F,.2.

As to all Asserted Viglatipns,pf lo.ty Csdc 8,76,{.2
275.
As
result of Defendants' conduct, Plaintiffs have been damaged, and continue to
be damaged, in their business or property
in an amount to be proven at tnal.
-50-
276.
Filed 05126116 Page 5L of 53
Accordingly, Plaintif are entitled to recover threefold the damages they have
sustained, as well as their costs of this suit, including reasonable attorneys' fees, pursuant to
Iowa Code $ 7064.3(7).
277.
Additionally, the conduct of Defendants constitutes willful and wanton disregard
for the rights of Plaintiffs, entitling Plaintiffs to an award of exemplary damages'

COTINT X - VIOLATIONS OF ERISA
lAs to Those Claims for Benefits Arisine Under ERISA Governed Plaull
278.
Plaintiffs lestate and reallege paragraphs
Z7g.
Wellmark's failure to pay the fuil benefits due under the Wellmark Plans that are
tbrough27T
'
govemed by ERISA as described above is a violation of ERISA $ 502(aXl)(B),29 U.S'C.

1
132(a)(1)(B).
280.
Plaintif have standing to pursue these claims through valid assignments from its
patients who are participants and beneficiaries in the ER[SA-governed Wellmark Plans.
281.
Plaintif have satisfied all conditions precedent and have exhausted the necessary
administrative rernedies, are deemed to have exhausted the necessary administrative remedies
because the Wellmark Plans
fail to provide reasonable claims procedures that would yield
decisions on the merits of the claims, or are excused from doing so because attempts at
exhaustion would be futile.
ZB2. Wellmark is a fiduciary of the Wellmark Plans. Wellmark's

as outlined above, violates the terms of the Wellmark Plans, and
injunction under ERISA $ 502(aX3), 29 U.S.C. $ 1132(a)(3).
PRAYER FOR RELIEF

WHER"EFORE, Plaintiffs requests relief as follows:
<r
conduct in this case,
Plaintiffs thus entitled to an
a)
Judgment against all Defendants, jointly and severall for the full amount
damages proven
of
atffial;
b)
Pre-judgment and post-judgment interest as allowed by law;
c)
Treble damages pursuant to 18 U.S.C. $ 196a(c) and Iowa Code $ 7064.3;
d)
Exemplary damages against all Defendants, in an amount to be proven atlnal;
e)
A permanent injunction pursuant to ERISA $ 502(aX3), 29 U.S.C. $ 1132(aX3);
An order awarding Plaintiffs their costs and attomeyso fees incurred in this action;
and
s)
Any other relief the Court deems just and equitable.
Dated: N{ay26,2076
FAEGRE BAKER DAI\IELS LLP

/s/ Jesse Linebaugh
Jesse Linebaugh, AT00A47 44
801 Grand Avenue,33rd Floor

Des Moines, Iowa 50309-8011
Telephone: (51 5) 248-9000
Facsimile: (515) 248-901 0
j
esse.linebaugh@faegrebd. com
Attorney for Plaintiffs
-52-
STATE OF rOWA
POLK COUNTY
Filed 05/26/16 Page 53 of 53
$
$
VERIFTCATION
Before me, the undersigned notary, on this day personally appeared Michael Vasquez, the
affiant, a person whose identity is known to me. After I administered an oath, affiant testified
as
follows:
"My name is Michael Vasquez. I have read the Complaint filed by St. Gregory Retreat
Centers, LLC, St. Gregory Recovery Center, LLC dlblaALPP Institute, LLC, and Recovery
Laboratory Services, Inc. against Wellmark, Inc. dlblaV/el1mark Blue Cross and Blue Shield of
Iowa, Wellmark Health Plan of lowa, Inc., Michael Fay, and Debra Robles. The facts stated in it
are within my personal knowledge and are true and correct, or are facts that I believe to be true
and correct based on information and documents provided to me itr
*y
capacity as President
of
St. Gregory Retreat Centers, LLC, St. Gregory Recovery Center, LLC lbla ALPP Institute,
LLC, and Recovery Laboratory Services, Inc.'o
Vasquez
SV/ORNTO and SUBSCRIBED beforeme
Oommhrn Nm.r 7lttrl5

Hy0ornmbn Eolne
Setembcr 13, 26/&
us-105509894.25
or{
Notary
wrafrzorc
of Iowa
1-L
Filed 05/2611-6 Page L ot 27
EXIIIBIT .
2I
APr'l00mT
ALPP INST]n,TE
nls
CONTRACTS
5875 FI,EUR DR
?010
Xff'.*i*ffi-
EOPY
RECNE
,c
L-L
WELLMARK,INC.
DFS MOIF. t
qosrr
FACLITY SERVICES AGREEI'IEHT
This Facil Services Agreement ("Agreement') is made by and between Wellmark, lnc., doing business
as Wellmark Blue Cross and Blue Shleld of lorya, ils subsidiaries and Affiliates (hereinafrer,'\tVellmad<'),
and the provider identified on lhe signature page ('Providef),
RECITALS
1.
Wellmark is authorized y the low Divsion of lnsurance to lransact lhe business of heallh
inEurance and is licensed y lhe Elue Gross and Blue Shield Association.
2.
3.
Wellmark, on behalf of itself and: () stal and fe<leral programs administered by Wellmark, (i)
any thensed subsidiary or affiliate of the Blue Cross and Blue Shield Associetion and licensed
Elue Cross and Blue Shield Plans, end (iii) Welhnark'g subsidiaries and Afliliates. wlsh to
sscure the health crs srvces of pro/ders for Wellmark's Covered Person and for the eovered
pefsons end produsts of the olhr programs end entiles set lorlh above.
Provider desires to make health care services available to Wellmark'e Covered Persons and the
covered persons and products of the other progrems and entities set forth in Recital 2 for the
purposes specified in this Agreement.
NOW, THEREFORE, in consideration of the mulul covenanls contained herein, the partes hereto agree
as follows:
1.1
'tlA" of a party to thii

controlled (directly or indirectly)
perty
that now or hereafier: {i) is orvned or
ent, (ii) owns or controls (directly or

indirectty) any such party to this
under common ontrol with such parg to lhis
Agreemenl. "Affiliate" also includes an Affiliat of an Affiliate.
1.2
"ffg$Eg" means this Agrgsment end the Exhibits atteched hereto presently n effect
and
hereafter added by amndment to lhis Agreement. The Exhibits attached to this Agrment t
lhe time of nitil execution are as follows:
ExhibtA:
Exhibit
B:
Fayment
Products
an employer or group sponsor for whom Select First benefits are procsed.
1.3
'Cllent* meens
'1.4
"ggl!gf
1.5
"gg!-&!4"
meas any ligible employee, individual or group member, and any eligible
sponsored dependent, entitled to receive Covered Services according to the trms and conditions
of thi Agreement and puuant to an epplcable Csntract.
1.6
'.@!g9E'mean3thoseheallhcareservicegorsuppliestowhchcovefedPersonis
means the benefit certificate, polioy or other written documents setting forlh the health
care benefits the Covered Pereon b eligible to receive.
enttled pursuant to a Contract.

1.7
"Enansgg-ff+dlal Condnloil" means a medical condition manifesting itsslf by acute

symptoms of sufficient sever, ncludng sever pain, that a prudent layperson, possesslng an
average knowledge of health and medicine, could reasonably expect absence of lmmediate
medical atlention to fesult in one of the following:
rA ACBS|'FAC-03o10
1002.3f,
wlD
Case 4:16-cv-00259-JAJ-HCA Documen!1-1 .Filed 051261L6 Page 3 oI27
Filfiidrdl
a)
(b)
(c)
r.8
Placing the health of the individual or, with respect to a pregnant woman, the health of the
wornan and her unborn child, in serious jeopardy;
Serious impairment to bodily lunclion; or

Serious dysfunction of any bodily organ or pert.
"il9!&e!U-{gggglf," or "!!gdtgg!.lggg$9" means Govered Services that a physician,

exercising prudent clinical judgment, would provide to a Corered Person for the purpose of
prerrenting, evaluating, diagnosing or treating an illness, iniury, disease or its symptoms, and that
are {a) in accordance wilh genral accepted standards of medical praclica: {b) cliniclly
appropriate. n terms of type, frequency, extent, site and duration, and considered effective for the
Covered Person's illness, injury or disease; and (c) not prmariy fot thE conveniene of lhe
Covered Person, physfcian, or olher health care provide, and not more costly than an altematve
service or sequencre of services at least as likely lo produce equivalent therapeutic or dagnoslig
results as to the diagnosis or treatment of that Covered Person's illness, injury or disease.
1.9
"ESlg&S!LJllgi"
meens a provider which has Entered into a provider grement with
Wellmart whereby such provider has agreed to provde health care seruices to Wellmark's
Covered Persons and the covered persons of the programs and entities set forth n Recital 2,
1.10
"glg!!t-!l&Ugl" means the Welmart documents and allattechments thereto, incorPorated

herein by this referene, and as amended fiom tlme to tim, made available to Provider that set
rstes aad illugtratlve fee schodule*.
lorth applicable Wellmart
1.11
"glgdllE|'
1,12
"Provlda/' means th
Agreemgnt. It Prvlder isa
'I
rnns a hEallh
,./
byWellma.
such on the aignature pag6 of thfs

ot
"Prcvidef $sane th eorporation, or
the other legal entity, as the cse may.be.
1.13
"Eellg,jfg!" mens the Wellmark documents (guides andlor manuls), and allattachments
thereto, ncorporated heren by this reference and as amended from time to tire, rnade available
administrative/operational polici, rules and
to Provider that set forth applicable Wellmark

procedures.
1.14 "llgllg$E*gggf'
means measuring, evaluating and improving the guality of Covered

Services provided to Covred Persong by Provider.
Lt5
,.@'meanstheleviewanddeteminationonprospective,concufIenland
retrospectiv bases of the Medical Nacessty of Covered Servirces provided to Covered Persons
pursuant to thc terms and conditions of this Agreernent.
t.t6
"$lg!!@!" means Wltmak, lnc., doing business as Wellmark Elue Cross and Blue
Shield of
lowa, its subsidiares and Affiliateg.
ARICLII
SCOPE OF AGREEMEI.IT
2.1
Produss that ar issued or Edmnistred by

Wellrnark set forlh on Eihibit B. ThiS Agreemeit also aplies to those Product6 thf ie dde<l
from time to time by amendrnent to this Agreement as provided in Section 14.9,
ollcbllltv,. This Agreemnt apples to those
Wellmark and the Provider gre that Provider will also provide health care seruices, as set lorth
in this Agreement, for the beneft qf covered peons and products of the folloving programs and
tA/wBCBSTTFAC-030110
1002.10
urm
L-L
Filed
05i26/L6 Page 4 ol27
enlities: (i} state and federal prgrms administered by Wellmark; (ii) ny licensed subsidiary or
affiliate of the Blue Cross and Blu Shild Association and licensed Blue Gross and Blue Shield
Planst and (iii) Wellmark's Affiliates,
Upon request, Wellmark shall fumish to Provider a specimen Conlract or eneft summary lor
each Produc-t subject to this Agreement.
2,2
Gostructlon. This Agreement shall be conslrued together with the terms and conditions of
Contrac{s anct Products subject to ths Agreernent; proviJed, however, that in lhe everf of conflict,
the ters of this Agreement thall govem.
REI-ATIO
NS
ARTICLE III
!'IIP BETt'Tf EEN WELLMARK AND PROVIDER
3,1
Indoordnt Cortractor3. Wellmark and Provider are independent contractors under lhis
Agreement with respec{ to each other, Nothing in this Agreemnt shall be construed or deemed
lo crcate a relationship ol employer and employee, principal and agent, joint venturers, or any
relationship other lhan tht of independent entities contracting with each other solely for lh
purpe of carrying out the tennE and conditio of ths Agreement, Neither party thall have any
express or implied dght or euthority to asgume or create any obligat'nn or respons'rbility on behalf
of, or in the name of, ths other party, except es set forth heren,
3.2
Bluo_CJoss and 3lue Shlald lclorure. Provider hereby expressly acknowledges Provide/s
underslnding that this Agreemenl consttutes a contract between Proder nd Wellmark, that
Wellmarft is an independent corporetn operating-undar a license from the Blue Cross end Blue
Shield Association, an assocta$on-f inden{enl:Biue Cross and Blue Shield Plns (the
"Assoclation'), permitting Wllltrf !jlse.the.BJueiOrse anO BluE Shield Service Marks n the
State of lowa, and that Wellmalll'
i;
not sontracng ae an agent of the Association. Provder
further acknowledgss nd agfditfr.Plolider hab'no entered into this Agreemnt based upon
representalions by any person tfier than Wellma*,nd thet no penon, entity or organization
other than WellmErk'shall ber-hldraccounlableloi.liable to Provder for any of Wellmark's
obligations lo Provider created under this Agreernent. This paragraph shall not create eny
obligations whalgoever on the prt of Wellmark other than those obligations created under othe
provisions of thls Agreement.
ARTICLE IV
REPRSENTATIONS AND WARRANTIES
4.t
By Wellmarlr. Wellmaft represents end w?rrants to Provider lhat (a) Wellmark possesses and
egrees lo maintain during the tem of ths Agreement all licenses, permits, egistratircns,
governmental and olher approvals required to carry out its obligalions pursuant to the tems of this
Agreementi (b) this Agreement is autlrorized by all neeessary corporate action on behalf of
Wellmark, s duly executed and delivered by Wellmark, conslitutng a legal and binding oblation
upon Wellmark: and (c) Wellmark shall comply with relevant federal, stete and locl latlts,
statuts. ordinances, orders and regulations nhich are applicable to the tems and condilions of
lhs Agreement.
4,2
Ey ?.evldor. Provider repr6sente and warrants to Wellmart thal (a) the informat'ron fufnshd by
Provider on and ln conneetion with Provida/s applicon and all updales therlo is and shall
remain true. correct and complet with no material ornissions et all tlm during the term of -this
Agreemen (b) Provlder ner, possesses, and during the tem of this Agreemenl shall]!aiotair't, all
licenses, accreditation, ertncafions, permits, regislrations, governmental and other approvals
requrd in order lo provide the Covered Serviceq (c) Provider shall comply wilh relevAnt federal,
stat end tocal laws, sletutes, ordinances, orders and regulaloffi which are pplicabls to the
terms and conditions of this Agreement (d) if Prodder is an entty, then Provider s duly organied
and validty xtig under the laws of the stat of its organizetion with full power and euthority to
tA/wBcBSFAC.030110
r02.30
wm
1-1
Filed 05/26/16 Page 5 of 27
ilffoii
engage in business as cunently conducted; and (e) this Agreement has been authodzed by alt
necessaty action on behalf of Provder, is duly executed and delivered, and conslitutes a legal and
binding obligation of Provider,
ARTICLE V
WELLMARK
5.t
Medleal Nscesah: xoerlmenl ollnvgstlqtlon|. A phpician desgnated by Wllmark will

meke the determinatlon on behalt of Wetlmark whether health care services ars Medicely
Necessary or experimental or investigatbnal in nature.
6.2
Accsstnc ad Crdenltallnc ot Proyldf. At all times during lhe lerm ol this Agreement,
Provider shall meet lhe Wellmerk conacting and credentiating stndards set forth in the Provider
Guide. Wellmark relens sole discretion to delrmine whether Provider shall be accepted as a
Participating Plovider purguant to Weltmark's polcies, ruleg, procedures and contracting and
credentieling stndards.
5.3
Rlqbts ,Ressrvad tq Wellmark. Wellmaft resrves the right to communicate drectly wlh
Provder on any subject matter. Wellmark may decline, limt, or suspend the particpation l
Provider under this Agreernenl, or terrninate this Agremnt, under circumstances including, but
not limited to, the following: (a) terminalion, suspension, limitation, voluntary surender or
restrlction of Provide/s licenge, eccreditation, cedification, perlnit, or other governmental
authoriation; (b) failure to mainlain ny insurance as required herein; (c) any discplnary aclion
taken by a state lcensing board, if applicable, of other governmental agency; (d) Provide/s
in-the Medicare or Medicaid progr.ms; (e) any other
suspension or oxclusion from
impair the Provideds abitity to
legal, govemmental or other
perform any duies or
or (0
believes Provider does
not meet or no longer meets
credentieling standards set lorth in the
Provider Guide.
_.,.t
ln the vent Povide/s participalbn*is.
nid, or suspended, or this Agreement is

terminated, as provided above, Provider will immediately notify Provider's petents of such dectine,
limitation, suspnsion or lrmination.
ARTICLE VI
PROVIDER RESPONSIEILITIES
ln addltion to the olher duties sf Proder under thie Agreement, Provider agres as follows:
6.1
Frq:rld.r's ryotle,gs. Provlder shall notify Wellmark, in writing, within fifteen {15} business days
of: (a) any terminalon, suspenson, limitation, voluntary sunender or restriction of Provider's
license, accredtation, certification, permit, or other governmental authorizalon; tb) failure to
meintain any insurance as requred heren; (c) any disciplinary action taken by a state licensing
board or other governmental agency: (d) Providr's suspension or exclusion from participation in
the Medicre or Medicaid progremsi or (e) any olher legal, governmental or other aciion or event
which may meterially impair the ProvideCs abilig to perform any duties and obligations under this
Agreement.
6.2
Provlda overed Selvlces, Upon presntlion by a Covered Person of a Wellmark-issued or

admnisterd identificaton card statirE the Covercd Person's idntjtction number or pursuent !o
Wellmefk's tephonic or electrons verification (or other means of veritication hereafter
estblished by Wellmark frorn tlme to lime) of a Covered Person's eligiili$, Providerwill provide
Covered Sewices in accordance with the terms of this Agreement wih the seme quality and
accessbility in terms of tmeliness, duration nd scope as s provided to Providefs other patients.
AllCovered Selices provided by Providerwillbe Medically Necessary. Further, Provider shatlnot
discriminate agalnst Covered Persons based upon theif status s Covered Persons, their age,
tAlwBcBstFAc-030rr0
YlM
Case 4:l-6-cv-00259-JAJ-HCA. Document
l--1
mmr
sex, rae, religion, national origin, creed, color, physcal or mental dlsability, polttical belief or
health status, Provider shall, unless medically contraindicated or in a gituation requiring
emergency services lo evaluate or stbilhe an Emergency Medical Condition, refer Covered
Persons to anolher provider deslgneted as a Participating Provider by Wellmark in the event that
Prorider cannot provide tle type of Covered Services required by the Covered Person.
6.3
Blue Cross nd tslus Shlsld Out.of.Aree Prosram. Provider shall orovide covered services to
any person coverEd by another licensed Blue Gmss and Blue Shield Plan ("Phn') undar the Blue
Gross and Blue Shield Association's outf-area or recprocal programs and to submit claims for
payment to Wellmark for Wellmark's coordination with the appropriate Pln n adjudicating thE
claim according tg the penson's benefit contract. The provisions of this Agreement shall pply lo
charges for covered services undEr the Blu Cros$ and Blue Shleld outof-area and recprocel
progrms. Provider shall accept reimbursement by Wellmarft as payment in full fol covered
services provided to such persons except to the extent of deductibles, coinsurnce and/or
copayments,
6.4
Dslgnate Contct Peon. Provider shall desnate one person as the contract person for
purposes of this Agreement. Wellma will consult with the person so designated by Provder
regarding all matles relating lo the terms of this Agreemenl,
.5
Partlcloate ln Comolslnt Rosolutlon. Provider shall participate in such complant procedures as

Wellmark may put into effect to addrs the complaints of Covered Persons provided, however,
that compliance with this Section shall not incude the provision of information protected by lowa
Code sactions 135.4#3 snd 147.135 or
to allgallons of llabillty r other claims that
,t
could ressll in damage awards
6.6
Hsllth ManaEamst.
Mnagement prcgram which
includss lhe review snd
rrogpectv basx ot lhe tuledicsl

nd a Quallty lmpovement progrm
Neesrty of CovErad
which ncludes ileasurrnent,
and
of tha qual of Coered Servces
provided to Covgrad Pargons
Management and Oually lmprovement
pfograms are set forth in the
Guide, Provider shall cooperale in carrying oul ell dulieE
specfied in the Utilizatlon Mangement and Quality lmprcvement prograrns consistent with
applicble Contracts.
Wellmerk may, et its discrEtion. request Provider's participation n the development and/or
ongong rEview and oversght of the Utilization Management and Quality lmprovement prcgrms
through Provider representtion on various health 'management committees which may be
established from time to tirn by Wellmark. The mechanism for appointment io and
responsibilities of the health management committees are also set forth in the Provider Guide.
6.7
lforrn?tlon RaEsests. Frcvider shalt furnish informalion es leguested, in accordance with

relevant slale nd federal laws, including, but not llmited to, the medicel records of Covered
Persons and Heafth Plan Employer Data and nfomton Set reporting, to support Wellmarfi
quality initiatives and pelormance. Ownership of all such information (except for the medical
records) shall vest exclusive in Wellmark. ProvidEr shatl be paid reasonable costs, not to
exceed a maximum of $15.00 per patient, for the duplication of informatbn contin in such
patient fecords related to Proider's compliance with Wellmark quatty initiatves as contemplated
by ths Sction. Provicler shalt obtain from the Covercd Persons eny consenls and authorizations
necessary in order to provide such records and informatlon to Wellmark.
6.8
wlth dElnrratlve/Ooeratlonal Pollclg. Provitler shall comply with the

administrative/operational policies, rulec, procedures and protocols set forth in lhe Plovider Guide
and the Peyment Manual, as adopted and amended fom lime to time y Wellmartr, and as made
available to Provider. Non-material changes to the Provider Guide and Payment Manual may be
made from lime to time by Wellmark withoul amendment of this Agreement. Material changes,
Comollanco
tA^ rtscBsuFAc430rr0
IUU.JU
wfll
Case 4:L6-cv-00259-JAJ-HCA Documet L-1- Filed 05/26116 Page 7 ot 27
Fffiri
adverse to Provider, to the Provider Guide nd Peymnt Manual may be made fiom time to time
.l4.9 of this Agreement.
by Wellmark by amendment to this Agreement as provided n Setion
6.9
Perodlc Eveluatlon, Provider shall cooperate with Wellmark's periodic evaluation of Provide/s
quelirctons to provide Covered Services under this Agreement,
ARTICLE VII
WELLI'ARK RESPONSIBILITIES
ln addition to the other duties of Wellmark under this Agreement, Wellmark agrees as follo$ls:
7.1
Provlder GulglgJPavmant
7.2
anu|. ln conjunction with the
initai delivery ol this Agreement lo
Provider, Wellmark will make available a Provide Gude and Paymant Manual to Provider. ThE
Provider Guids and Payment Manual will be updated on a regular basis and supplemented wth
communications as needed to reflect changes in benelits and any other adminislrative/operational
policies, including Qual lmprovement and Utlization Management policies, with which Provider
must comp as a condition of participton.
gnsllt Dlffotntl$. Llmltd tltwr*s rS lncantlv ?roaranlg. Benefts under Contracts

may vary. Wellrnark may establsh incentes n the Cgntfts for Covered Persons to receive
Covered Services from Participating Providers. Wellmafi may establish netrflorks timiled to
eligible provders and financial and other ingentive programs that may cause Covered Persons to
use the services of providers contracting with Wellmark other than Provider. Provider my not be
eliglble for such networks and programs, and such networks and programs mey not be ofiered ts
all prorrldera. Such netwsrts andlpfogams may.includei.bul are not limited to: netwo*e limited to
eligble providerc: Frgrams for.,.rpecialty C.oveq{; Sdrvicesl variances emong cpeymenls,
deductibles and/or coinsurnc:fyng1pEnent airngemente among providersl providar

tricing/coacing programs; and'prcgramsithrt *tgmpJ to support th improverfit of the quality
of tweed Services {partlipdin-in,whh progr?mF.fnay be publ'roly disclosed, as well as the
levelsachievedinsuchprogramsl:r
-,i'
.i
RllCLE Vill
PAYIIENT FOR COVEREO SERVCES
8.1
Pavmet. Subiect to the terms and conditiqns of this Agreement, Wellmark will meke payment to
Provider in accordance with lhe terms and conditionE of the applicable provisions of lhe Payment
Manualand ExhibitA.
4.2
Sourcp of Favment. Excepl as expressly provided herein, Provder grees to: (e) accept
payment by Wellmaft as full payment for Covered Servces furnished to Covsrd Persons except
t the extent of deductibles, cinsurnce and/or copayments; (b) nol bill Coverd Persons for any
babncE attributable to Covered Ssrvices other than deductibles, coinsurance and copayments;
and (c) seek payrnent from Covered Persons for any such deductibles, coinsurance and/or
copayments. Provider may seek payment from Covered Persons for other services not covered
under the applicable Contfacl, except lhat Provider may only see( paymnt in accordance with
Section 8.5 of this Agreement for services determined not to be Metlically Necessary.
ln the event of Clent insolvency or refusal to provide adequate funds to Wellmark for the payment
of Sect First claims, Provider may seek gaytnnt for such Setect Flrst claims directly from Client
or the Covered Person. Provider agrees that should Client become insolvent-or fail to remitadequate funds lor pyment of such Selct Frst claime, Wellrnark shall have no obligalion lo
mke pent to Provider for uch claims and tht Provider's sol recurse shall b aginst the
Client or the Covered Person8.3
Utlllatlon fUlanaaemant Procrdursg. Provider wll follorr Wellmart's Ulilizalon Management

procedures set forth in the Provider Guide with respecl to the specifed services identified in such
tA/WBcSSITFAC-030110
1002,30
vrm
1-1 Filed 05/26116 Page I
of 27
ff'sriT
Provider Guide. Provider will not atlempt to cotlect lrom Covered Persons any payment reduction
resulling from Provide/s latlure to follour such procdures.
8.4
Clalme Elllnq and Clalm Adlqtttngrta. Provider shatl submit claims on behalf of Covered
Persons n a manner and formal acceptable to Wellmarlt and as presibed from time to tim by
Wellmark.
ln order for Provider to be pid for Covered Seruices furnlshed to a Covered Person, the claim for
su.ch Covered Serviees must be received by Wellma within three hundred sixty-five (365) days
immediately follorving: (i) the date the Covered Pergon was discharged from Provider when
Wellmark is the prmary payor, or {ii) if Wellmark s the tecodary payor, the dete of the pdmary
payo/s explanation of benefts (or if the prirnary payor does not issue an explanation of benefits,
then the date of the prmary payo/s remitlance advice), Wellmart shall elend the thfee hunred
sixty-fle (365) tlay time period for a reasonale period, on a case-by+ase besis, if Provider
provides written notice to Welmrk, along with appfoprate evidence (as determined by
Wellmark), of circumstances resgonably beyond Provide/s control (as determined by Wetlmail)
that resulted n the delayed submiesion. Prorrider shall not bill Covered Persons for Covered
Services associated with any claim Provider fails to subrnit within such lhree hundred sixty-fle
(365) day period.
lf, under this Agreement or any of ils Exhibits, it is determined lnat Wellmark has madE paymet
to Provider in enor, Wellmark may deduct lrom future payments due to Provider amounts equal to
the amount of payment or payments made in efror or may recover payments directly from
Provider for such payment or peyments made in enor; provided, horever, that Wellmark may not
nitiate deductions from luture
or iitiate efforts to recover payments
drectly from Provider wth
ighten {18} months aftsr the date of
Wellmaft s remitlance advice
except that no such time limit wlll apply
to Wellmark's recovery
reasonable belief of fraud or olher
intenlional rnisconduct, (ii)
or group sponsor, or (iii) required
by a state or lederal
aserts a clam fur en underpayment,
Wellmark may de(end or set
claim
on payments made in eror to Provider, and
may go bck in time as far as the claimed undeayment. lf it s determned by Wellmark tlat an
underpayment has ben made to Provider, Wellmark will make a peyment adjustment in that
emount to Providet; provtded, however, that Wetlmark shall not make a payment adjustment with
respect to e claim unless WEllrnark becomes aware of such underpayment withn elghteen (1E)
months from the dale of Wellmark's remiltnce advce wth rpectlo such claim.
r.5
!v Coveled Pgrsors. Provider shall harc the rht to seek paymenl fiom a Covered
Person fo services rendrd to lhe Covered Person which have been determined nol to be
Medically Necessary or which have been determined to be investigational or experimental,
provided that, pror lo rendering such services, the Proider provides the Govered Person with
advance written notice tht (i) identies the proposed services, (ii) informs the Covered PErson
that such services may be <leemed by Wetlmerk (or have ben deemed by Wellmark, es the case
may be) to bE not Medically Necessary or to be experimenlal or investigational, and (iii) provides
an estimale of tho ost to tht Covefed Person lor such Eervices and ttre Cvered Person agrees
in writing in advance of receiving such servlces to ssume linancial responsibility for such
Pev*rent
servicgs.
8.6
Cogrdlnao0 of .Eeqefitg. Provider shalf cooperte, to the extent permitted y law, wth
Wellmafi's coordinaton of benefts etforts, providing to Wellmarh such informat'rcn as the
Provider may obtain regrdng othr payors, pniar! or other than primary,'wth respct to a.Badicufqr Covered Peon Paymelts fnad to Provider by Wellmark and/ot a Covered Peeon
pursuant to this Agreemert shall be based upon the pyment methodologies described in this
Agreemant regardless of whether Wellmark is the primary payor for the Covered Person,
tA/wBcESt,FAC.030l10
It tr,v
wm
1-l-
Filed 05/26/1-6 Page 9 of 27
API'IsOO
E.?
I 8000t
guhrooatlor, Provider shall cooperate, to the extent permitted by law, with Wellmark's efforls
regarding subrogation by providing to Wellmark such informaton as the Provider may obtain
regaing oth3r payo,
8.8 !b.
fn the event Provider is Entitled to assert a lien upon any recovery or sum collected or to
be collclod by a Covered Person or the Covered Person's heirs or personl regrentatives in
the case of Covered Person's death, Provider shall tumish Wellmark with a copy of any lien filed
within thirty (30) days of the filing thereof.
E,9
Tlme for Pevmat. Wellmark shall promptly pay Proridels "clan claims" (es deftned by
applicable siatute) for Covered SeMees within thirty (30) day of receipt by Wellmart. A
descrtion of lhe nfrrmlion necessary tor claims processing is set forth in the Provider Guide.
ARTICLE IX
{TARKETING, ADVERTISING AND PUBLICIW
9.1
9.2
f Ployld/s Nam and Othsr ldsntlfvl Data. Wellmark shall have the right to use
Provider's name and other identifying data concernng Provkler fer the purposes of pubffshng
Participaling Provider drectories, mafieting, inlorming Covered Persons of the identity of the
ProductE and Perticipatng Proriders, and as necessary to carry out the terms of this Agreement.
Provider shall have the rght to rver, marketing materials prepared by Wellmark whch
specifically reference Provider and may request revislon to lhe extnt Provider believes such
marketing materals are inaccuratg, incomplete or carry a material ilsk of liability for Provider.
Nothing herein shall permit Wellmart to use any symols, servhe mrlG, tademarks or trade
narns of Frovider wlthout the written'approral off,rovido.
Uso
'-.-'f
'
ero* *:slall
--.:'-'',1
have ttr fght lo.use the name of Wellma* as neeesry

1o catry out the lrms of this A$r'eemg! Nolhing hereln.bhall permil Provider le uee any symbcls,
servics marls, trademarkg ot'.tradiir-amas of,We{lmrk without the prior written approval of
Wellmark. Provider shall ce any;such permitte.d/usage immediately: (i) upon notice frcm
Wellmarft. and (i) upon tsmitlon-dt this Agreerent. Wellmark shall have the dght to prior
review and approval of any use of the neme'Wellmafi, lnc..' 'Wellmark Blue Cross and Blue
Shield of lowa," qr any derivative thereof.
U of Wellmarl l.lamr.
ARTICLE X
RECORDS, CONFIDNTIALITY AND AUDIT
l0.l
Product Date, All information and data cellected or developed by Wellma* related to claims,
cost, utilization, outcomes. quality and financial performance under the health benefit plans
offered or adminstred by Wellmark during the term of ths Agreement shall be referred to as
'Froduct Data," Any Product Data that relates to services of a specilic provider to a specific
Covered Person shall be referred to as 'Provider Specific Pfoduct Data." Wellmark shall be the
owner of all Product Dat and all Provider Specific ProduEt Data. Product Data provided to
Provlder by Wellmark shall be kept confdential by Provider and used only lor the purpose of
canying out Providels obligations under this Agreement. Upon temintion of this Agreement,
Provlder shall return to Wllmart any Product Data thet is not Provider Specific Product Data.
To the extenl permitted by law, Wellmark resrves the right to dsclose (dudng th tm and after
termindion of ths Agreement) to a current or prospectfue Covered Person, to a current or
prospective employer or spon!or of a group health benefit-plan or to an auditor o.r heelth care
consultanl of a current or prospective emptoyer or sponsor, nsofar es tho information concerns
eoveied Serviccs that are or would be provided undi Conkcts, information derivEd frm the
Proider Specifc Product Data. Such information may explicitly or irnplictly identity Provder and
include, but not be limted to, actual ff projected payment levels mede to Provider.
IA/BCBSUFAC.OlTO
$rn
1-1
Filed 05/26116 Page L0 of 27
miliii
10.2 Recordg.
Provider shall prepare and mantain, in accordance with prudent record-keeping

procedures, and s required by epplicabt federal and stte law, legible mdicl, financial and
othEr records and data with respect to Covered Serv'aes as rendered by Provider under this
Agreement. Ownership of and access lo medical records of Covered Persons are govemed by
applicable stete and federal laws and this Agreemenl. Provider shall obtain from the Covered
Prsons any consnts and authorizations necessary in order to provide such records and
information lo Wellmark. Subject to privacy and conlidentiality reguiremen, tho records of a
Covered Pefson (and the information contained therein) shall be availale to Wellmark (durng the
trm and after the termination of ths Agreement) upon reasonable request by Welmerlc
10.3
itGtal llealth Re6ords. Pursuant to lowa Code chapler 228, Wellmark will file and maintein a
confidentialg statement $rith lhe lo,va Commissoner of lnsurance
10.4 Relr6a of Infcrmatlon.
Provider agres that (i) all information provided to Wellmerk by

Provider, or (ii) othenrrrise obtainqd by Wellmark in connection with a Provide/s application for
perticipation or pursuant to Quality lmprovement revierr, peer review, Utilization Management
revew, provder profiling or other review or audit of Provide/s business conducted by ot on behatt
of Wellmark, rnay be released or disclosed to: (a) Wellmark's Affliates; and (b) the contact person
designated by Provider pursuant to Seclion 6,4 of this Agreement. Provkjer shell, f requested by
Wellmark, complete Wellmark's sandard confidentlity/hold harmless agrement preceding the
release lo Provider of the nformtion contempleted by this Section.
10.6
Audlt and Medical Record Rsviews. Provder shall provide access to Wellrnark representativee
to perform eudits and medical record reviewe during normal business houls. Provider shall give
access to Wellmark to all records.and'documents rejr$orbly relted to the oligations of Provider
under this Agreement. Weltmark..Wlll attempt-tro.notify, Provider, in wrlting, thirty {30) days in
advance of routine audits and aedical:record re.yianr,.but reserves the lhl, whon necessary in
the irdgment of Wellmark, to i0{uct'audits,and iwigud pursuant
to advance notioe qf st tan
," ,,1' '
rirty (s-0)
..
oays.
t i.
!.i''--:'','
'
''
''
ARTIGLE Xtl"
"'"i"'
INSURANCE AND LIABILITY
11,1
lnEuraneg.
(a)
Covqfage. Each party egtees to oarry professonal labilty insurance (claims-made with
appropdate tail coverage or occurrence-basedl, at its own expense, in an amount of not
lEss lhan $1 ,000,000 per ocurrence and $1,000,000 aggregate, covering any claims with
respect to Govered Servbes which my arise out of an incident occurring during tha ten
of this Agreement. Such insuraneE shall include covrag for claims in connecton wth
the performance of each part/s respsclive responsibilities under this
Agreement.
Provider shall furnish to Wellmark at the time Provider sgns this Agreement, and ftom
time to time thereafter as requested by Wellmark, proof of such nsurance, which proof
will include the name the carrier, etfective detes ol covergs and coverage emounts.
(b)
Nollce cl Glaime. Provider shall promptly notify Wellmark whenever it leans that a
Covered Person has filed e claim or notice of ntent lo commence e clam egainst
Provider n connection with Govered Services. Upon requeat, Prcvider shall provide full
delails to Wellmarft, to the elent of Provide/s knotrrledge, regarding the nature,
circumstances and disposition of such claims.
11.2
LlabllltY.
(a)
Lilitv of Wllmark. Wellmark shall not b liabte for any clams, demages, losses or
expensBs resulting from any inlury or death of peo. damage to property or other lorm
of lniury arieing from the alleged malpractica, negligence, breach of contract or other act
rA/WBCBSr/FAC-o30f 10
1002.30
wm
1-l-
Filed 05/2611-6 Page
tl
ol27
APfo-o'ii-'
of Provider or eny of Provde/s ernployees, representatives or agents relating in any way

to the performace or ornission of any act or responsibility of Provider under ihis
Agreement.
(b)
tiablilv of Ptoider. Provider shall not be liable for any claims, damages, losses or
xpenSes resulting from any injury or death of persons, damage to property or other form
of iniury arising from the alleged malpractice, ngligence, breach of contract or olhf ecl
of Welimark or any of Wellmadt's employees, representatives or egenls relating in any
way to the perfurmance or omission of ny ect or responsibility of Wllrner under this
Agreement.
ARTICLE XII
CONTRACT TERI'I AND TERTUIIHATI OTI
12.1
@.
12.2
Tsrmirtln.
The term of this Agreement commences upon the date ol acceptance of ths Agreement
by Wellmark and shall continue until terminated in accordance with Section 12.2.
(a)
(b)
Th'rs Agreement:
shall teminat in lhe Evenl Weltmark dissolves or Provider dbsolves; or

shall be terminated upon sixty (60) days written notice in the event of a materialbreach in
the performance of the terms and conditions of this Agreement, whch breach,
upon
wtten notice by the non-breaching party to th pErty in breach, remains uncured by the
period; or
party in breach at the end of.the sixty
(c)
(d)
(e)
II
rwety (120) day* advance wri[en
may be
nollce to ths olber
written notice to Provider in the evanl
may be terminated
of termination under
may be terminated by Provider as provided in Section 14.9.
Notice of termination shall be gven in accordance with SEction 14.4 of this Agreement,
12,3
12.4
Obllqatlons Durlnq Ternthlton Porlod, ln the event this Agreement i terminated pursuent to
or (e) n Section 12.t above, Provider shall conlnue providing Covered Seryices to
vered Persbns throughout lhe Terminatlon Period in accordance with all prevailing standards of
care and applicable professional ethical canons. For purposes of ths Agreement, 'Termination
Period" is detined to mean that period of time beginning with the date of written notice of
termination pursunt
'Covered to Sections 12.2 o 14.9, and concluding wlh the effective dte of
Servlces provided during the Termination Period shall be reimbursed in
termnaton.
accordance with the tems and conditons of lhe Payrnent Mnual and Exhibit A.
Ibt)
Fosl frmlfletloB. Upon terminaton of ths Agreement, Provider shall no longer b entitled to
Oe-igntn as a Participating Provider. Providef shall return all Wellmark promotlonal materials
lo Wl[mart snd take those steps that may be reasonab required by Wellmar for Provider to b
disassociated frorn Wellmark including, but not limited to, notifying Provide's patients that
Provider is no longer a Participating Provider,
nrcle xlll
iloNxcLuslvtTY
lAlnrBcBstrFAc{30110
1002.30
10
wm
l--1
Filed 05/26116 Page 12 of 27
Ffi-'rJtril
,13.1 ptovlde.
Nothing herein shall preclude Provider from contracting with other lealth insurance
-n.r"s, healt maintenance organizalon or other enlities lisensed to asume hellh
insurance risk.
herein shall preclude Wellmark from contracting with othef provklrs to

provide Covered Seruices to covered Persons.
1g,Z llyallmark, Nothing
ARTICLEXIV
MISCELI.ANEOUS
of th Agreement shalt be made
respectively'
or
Wellmark,
of
Provider
the
conssnt
or Prorider without
14.1 gloamanl No assnrnent of the rights, duties or obligaions

SFAtma*
14,2 geivol. Waive of a breach of any provision of this Agreement
shall not be deemed a waiver of
any othr breach of the Eame or different provision.
14.3
coffi psngation, btweeil lhe pattjeu or'fiv)
14.4
this Agreement shall be in writing
ilotlcss. Any
notice
and shll s deemed given
in the U,S. mal (postage prepaid),
or dElivered to a
set
pege of this
Attn: Netrrort Engagement
Wellmafi, lnc.
lot next day defivery (delivery charges

it to Wellmark or if to Provider to tte
5W392
1331 Grand Avenue

Des Mones, liA 50309-2901
Eather prty may chenge said address pursuant to notice of such change in accordence herevith'
r4.5
profigool Jtrdmnl. Provider shall exercis Providefs ndependent profestlonal judgment
ffiseNicEs.Nothin9inthisAgreernentshallbeconstruedtoprohibitor
Prodeis business, from discussing
otherwise rsic{ Provider, cting within the lawful sc.ope of

with a Gsvered Person the Covted Person's health sttus and mdical care or treatment options
regardless of whether such mediCal cre or tleatmEnt options are Covered Services'
t4.8
14.7
Sgverabllltq. n the event any provision oJ this Agreement is prohibited by or invalid
llaedlns: lecltaF. The headings of Articles and Sestions conlaned in this Agreement are for
;ererrce purpo6es only end shall not affect in eny way the meanlng or interetalion of this
Agreement, The Recitals are a part of this Agreement.
lA/wBcBsuFAc-{30110
1002.30
under
or determined invaii or unenforceable by a court.of comPetent urisdicton or any

oiher gouemrentat authority with ursdction over the partes hereto such provision. shll ,be
neffective to the extent of iuch prniOition, invalidty or unenforcsablity tvithout nvalidating the
remainder of the provision or the rmining provisions of this Agreemnt.
p-iw
11
vYln
1-L
Filed 05/26116 Page L3 o 27
AT[rii{{im
14,8
9ovarnlnn Lav, This Agreement has been entered into, and is performable in part, in
14.9
rnaJdqonl.
Des
Moines, loa. This Agreement shall be construed and enforced in accordance with the v, of the
State of lowa, but without regard to provisions thereof relating lg contlicts of lew,
Thie Agreemenl, including any Exhibits hereto, may be amended from time to time.
Except as expressly etted herinafter in ths Sction 14.9, no arnendment will be effective unless
duly executed in writing by Wellmerk and Proider.
to Prov'xler regarding any proposed amendment one

hundred twenty (f 20) days in advance of lhe steted effeEtive date.ol the proposd amendment
(the'mendment Notice). lf Providerobjects to the amendment, Provider must, within sixty (60)
Wellmark shall provde written notce
days from the date the Amendmnt Notica was given to Provider, gve written nolice of
temintion of ths AgEement to Wellmart. ln such evnt, ths Agreemnt shll termnate at the
end of the one hundred twnty (120) day Amendment Notice period, unless Wellmark gives
writen notice to the obecting Provider within sxty-five (65) days of th date of lhe Amendment
Notice that Welmart( will not irnglement, as lo Prorder. the mendment to which Provider
objected. lf Provider does not gve written notice of temination of this Agreemenl to Welmrk
witltin such sixty (60) day period, such amendment to this Agreemenl will ecome effectv at the
end of the one hundred twenty (120) day Amendment Notce period.
14.'.10
Tlrd-Farlv 3on{lclarv. Ths Agreement ls not a thrd-party beneliciary contfact and shall not in
any respect whatsoever increase the rghts of Covered Person or any other third party with
respeet to Provider orWellma< or the duties of each of those parties or creale any rights or
remedies on behalf of Covered Persons against Provider orWellmark.
14.11
14.12
Vllellmarlt and Provlder each lrrevocably walvs all ilght to trlal by jury
proceedlng or countercllm arlslng out of or relatlng to thls Agrement
rA/wBcBsuFAc-o30110
i2.,'tA
12
ln any astlon,
wm
L-L
Filed
05/26/16 Page L4 o127
PFJ3OO
t80 I 3
this Agfeement'
lN IVITNESS WHEREOF, Wellmert and Provider have entered into
rlr.rr
Print Legal Name of Provider
ldentification
Street Address
Dete of Execution bY
Print Nme
Person
Title
Wdlmaft , lnc. (dba Wellmark
Shield of
lora)
'"'*}ti).
-""t'/rli
': 'l
i
President, Chief Financial Officer and

Trasurer
-l
by
Wellmar*, hc
rAtwBcEsuFAc-o3o110
1w2.
13
wm
l--L
Filed 05/26i16 Page L5 of 27
APil30
EXHIBIT A
to tho
Wellmart, lnc.
Faclll$ Servlces Agreement

PAYiJIENT
The purpo6e of this Exhibit is to identify th tems and conditions by wrictr Welhnarl lnc., doing business
as riettina* Blue Cross and Blue Shitd d losa, its subsidiaries and Afliliates, (hereinafier, "Wellmark'),
rfraff maf payfnent to Prov{der for Covered ServiceE furnished to Govered Persons,by Provider uder a
ontr. ttrs'exhit is an integrat part of and suhect to ell of the termE and conditons of th Facility
ii""J gier't {gremet'} io wlrich ths ig attached. Except as pPYldgl .herein, each ol the
terms defnd in the Alreement shall have the same meanng when used in lhis Exhibit.
1.
Delnitlona
1,1
"AreategilLggfgdgg"
1.2
.fggillllEfgiCgf means
mens the-pa),ment rate exPressed and administered

as a percentragd establshed for each Facility Pro/der.
(a)
any of the follwing:
a home health agency, crtifed to participate fn the Medicar and/of
Medicaid
Pfogram;
(b)
tol
hogpce,
nothef state,
.}
Chpter 135 or a similar statute in

the Medlcar progrmi
:.'
lo loa Code ChaPler
(c)
(d)
a free-standing
skilled
similar
135C or a
licensed pursuant to loila Code Chapter
abuse
125 or a similar stiatute in another stale;

(e)
an ambulatory surgical center (Asc), certified to Pafthpate in the
Medicare
program; or
(fl
n end stage rnal ditysis (ESRD) facility, ceiled to participate in the Medicare
progfam; or
(s)
a psychiaflc mEdical institution lor chi|{ren (P$tlC), icensed pursunt
1o lowa
Code Chapter 135H or a similar statute in another state.

1.3
1.4
means, the feee established

ny one or more of thefolou,ing thre (3) elelnets (as
OetermnE by Wellmqrk): (i) tire Resburce Based Relawe Valu System ("RBRVS) lhli
incdes Rettive Vtu nits ('R^/UJ) times Wetlmarkdetermlned multipliers; tii)
Etatistclly derived customary charge, besed upon the same serv_ie r,vhen p-erformed by
a maority ot providers with comparb skilts nd traning within the state of lo$a or, as
apptiaul, aiother state; and (iii) commercially available.fee schdl-osapqyment values
air meros develoed by Weiknarr. Such anuat revisions to the iJlAF wlll be provided
_ _rt_gl
in-eu (g0Iayrfiof to thgeffectiv-e- date; and-are-not material-changesto'this
Agreemenl (nd do not requre anamndmentto this Agrement)'
"Ma4muJn Attc,'nabl
a@
Fg
"Maimgm Allowaledtermined Ui
W^TBCBSUFAC/EXA-0301 I 0
1Qo2 30
(tvtAFl
Fee
Wefa*l
fof snices and eupplies
mens tn9 !ee9^f91 therapeutic drugs

lws (i) tor cfiain-cPT/HCPCS codes (as
w'rth a published CM$ Average Sale PrlcE, Average Sale Prlce
r^rftl
l4
1-L Filed 05/26116
Page 16 of 27
APilTOO
$t0
times Wellmark-determined multpliers; (ii) for certain CPT,HCPCS codes (as determined
by Welmark) with no published CMS Average Sale Prke, median avrage wholesEle
price (the date source for which is detormined by Wellrnatk) limes Wellmark{demlned
multlptiers; antl (iii) for all remaining CPT/HCPCS codes, fs determined by Wellmark.
The lvtAFD does not apply to drugs used in diagnostic procedures. Such quarterty
revisions to the iAFD are not material changes to this Agreement (and do not require an
amendment to this Agreement).
,
Paymont Anangement
2.1
For elaims incuned, Facility Providers witl be paid for Covered Services less applicable
deductibles, coinsurance and/ot copayments as folloun:
()
Home tlealt[ Aseqg. Payment for medcal servcs and supplies will be the
lesser of billed charge or th MAF. Peyment for therapeutic drugs will ba the
lesser of ilted charge or the MAFD.
(b)
Hesoice. Peyment for medical services and supplies witl be the lesser of billed
charge or the itAF. Payment for lherapeutic drugs will be the lesser of billed
charTge
(c)
orthe MAFD.
Skilled l{urglns Facilitl. Payment for medical services and supplies will be
Aggregate Payment Percntge established annually by Wellmark times billed
charge.
Skilled nursing
to submil to Wellmark by January 31
of each year
percentage that i9 effectye during the

prior to guch January 31 through the
period
July
percentge'
Directors mnuleg,
attested
such ggregate charge increase
lhe skilled nursing Facilig's Board of

an officer of the skilled nursing Facilty
Provider.
(d)
Feesiandlm Substance Ahus Facilitv. Payment for Covered Services will be

made in accordance wilh the Peyment Manual.
(e)
ASC.
Payment lor Covered SErvces will be made in accordancE wth the
Payment Manual.
(f)
FSR Facililv. Payment for Covered Services will be made in accordance with
the Payment Manual.
(S)
Pgvd'iatric l',ldcat lniitution for Ghildren iPMIC), Payment for medical servlces
and supplies will be the lessr of blled charge or the ilAF. Pynent for
therapeutic drugs will be the lesser of billed charge or the t IAFD.
TA,WBCBSUFAC'EXA-0301 I 0
1002.30
A-2
wn
Case 4:16-cv-00259-JAJ-HCA Document 1--1 Filed 05/2611-6 Page L7 of 27
API'I300 8t00r6
EXHIBIT B
to the
llfellmark, lnc.
Facll lty Servlces Agreemenl
PRODUCTS
as Wellmadt
ThE purpoe of this Exhiit s to identlfy the Prducts ta vrhic Wellmarlr, lnc. doing business
Facility
'Wellrnarlt')
Afiiliatag,
and
subridiaileg
it
{herelnafter,
o
lo,
iu"-r-"nd Blue Sfriel
Exhibit'rs n ntqral garl of nd
"*i""Jreement fngiminn r *rrich rhis s a{acied aFties. This
provided hergin. sach of tho tarne
srect io f of ne term n cnitions o! ttre Agreement. Eicept as
Exhibit.
in
this
used
when
meaning
ii in he Agreernent shall have the same
provided at practice/service locations
The Froducts ncluded in ths Agreement are as follows for services
in lowe:
lndqmitv Pro{ucts
ffiiorMEdical|Prolectot,,BlueTraditions(FutlSeruice),ClassicBlue(Alliance'l'
Fed'ai Employee Health Beneiils Program (FEP), and the Blue Cross and Blue Shield
Associalion Out+f-Area Program (BlueGard)'
Prefned Frovie Orlzto
PqjuE
ederal EmployEs Health.Bensl*3 Plqq?m (FEP)' and

glue
Oulf-Area Prcgram (Eluecard PPO).
Associtlon
Cross ano elueset
ttre
practicelseMce locations
Th prodricrs inctuded in this Agreement-r Js forr*Cs;ifis provided at
'T' - :
not localed in
::i
i ". ,
:i*'I
!ri'.;..'
-i
'..' . ;'"' '..
i
./ i
Prefened Provider Oroanization
lo,ra;
Selecl First.
IAJWSCESUFAC/FX&O1 507
12.fi
Eiodut'J
B-1
'
';
wfn
Case lt6-cv-00259-JAJ-HCA Document
1-1 Filed 05/2611-6 Page L8 of 27

ALPP lnstitute
5875 Fleur Dr
Des Moines, lA 50321
Amendment Notice
to
Wellmark, lnc.
Facility Services Ag reement
October 1,2013
Notice is hereby given to ALPP lnstitute (hereinafter "Provider") that Wellmark, lnc. is amending
the Facility Services Agreement (the "Agreement") between Wellmark, lnc. and Provider pursuant to
Section 14.9, Amendment, of the Agreement. Unless Provider objects to the Amendment and gives written
notice of termination of the Agreement to Wellmark in accordance with the procedure and timeframes set
forth in Section 14.9, this Amendment will become effective for all dates of service on and after February
'1,2414.
First Amendment
to
Wellmark, lnc.
Facility Services Agreement
This First Amendment to the Wellmark, lnc. Facility Services Agreement [s entered into effective as of
February 1,2014, by and between Wellmark, lnc., doing business as Wellmark Blue Cross and Blue Shield
of lowa, its subsidiaries and Affiliates, ncluding Wellmark of South Dakota, lnc. (hereinafter, collectively,
"Wellmark"), and Provider.
NOW, THEREFORE, in consideration of the mutual agreements and covenants contained herein, the
parties agree as follows:
1
Section 1.2, "Aqreernent," is deleted in its entirety and replaced with the following provision:
"AgIg@!"
means this Agreement, as amended, all Exhibits attached hereto, the Provider Guide
and the Payment Manual as made available to Provider, and any other documents specifically
incorporated into this Agreement by reference. The Exhibits attached to this Agreement and made
part hereof by this reference at the tme of this Amendment are as follows:
Exhibit A:
Exhibit B:
Exhibit C:
Payment Methodology
Wellmark Networks
Web-Based Access
2.
Section 1.3, 'Client," is deleted in its entirety and the rest of Article 1 is renumbered accordingly.
3.
Section 1.6, "gyered ServjCS"" is deleted in its entirety, renumbered Section 1.5, and replaced
with the following:
"Covere Servced' means those health care services or supplies to which a Covered Person is
entitled pursuant to a Contact, or, Wellmark, pursuant to an applicable law, is required to provide
the Covered Person with benefits that are not otherwise covered under the applicable Contract.
4.
A new Section 1.8, "Network," is added to the Agreement reading as follows:
*Network' means the provider network(s) used by Wellmark in support of the Products in which
the Provider participates as a Wellmark provider as identifed on Exhibit B to this Agreement.
5.
l^
Section 1.11,
^^t^lr^^/^^^n+
"fuluc!"
^^1
is deleted in its entirety and replaced with the following:
U^4 a
42-a
1-L
Filed 05/26i16 Page 19 ot 27
rrProdrrctil means
a health benefit plan offered or adminislered by Wellmark that utilizes one of the
Networks identified on Exhibit B. The Products shall be listed on Wellmark's website, which list
may be updated or modified from time to time by Wellmark,
6.
Section 1.15, "U!iliza!iS!_Mngemen!," is deleted in its entirety and replaced with the following;
..@'meanSthereviewanddeterminetiononprospective,concurrentand
retrospective bases of the Medical Necessity of Covered Services provided to Covered Persons
and individuals covered by another licensee of the Blue Cross and Blue Shield Association (a "Blue
Cross and/or Blue Shield Licensee") pursuant to the terms and condtions of this Agreement.
7.
Section 2.1, Apolicabilitv, is deleted in its entirety and replaced with the following:
Anollcabilitr, This Agreement applies to those Networks that are established or administered by
Wellmark as set forth on Exhibit B, as may be updated or modified by Wellmark from time to time.
Wellmak and the Provider agree that Provider will also provide health care services, as set forth
in this Agreement, for the benefit of Covered Persons enrolled in or covered by the following
programs and entities: (i) state and federal programs administered by Wellmark; (ii) any Blue Cross
andlor Blue Shield Licensee; and (iii) Wellmark's Affiliates.
Providers shall be able
to obtain information on Wellmark's website
(wU.14lsl$rl<,ogm)
describing benefits for each Product.

8.
Section 6.6, Health Manaqement, is amended by deleting the first paragraph and replacing it with
the following:
llealth Manaqemant. The Utilization Management and Quality lmprovement programs shall
be set
forth in the Provider Guide. Provider shall cooperate in carrying out all duties specified in the
Utilization Management and Quality lmprovement programs consistent with applicable Contracts.
9.
Section 6,7, lnfor*ation Reeuests, is deleted in its entireiy and replaced with the following:
lnformation f,enuests. Provider shall furnish information as requested, in accordance with

relevant state and federal laws, including, but not limited to, the medical records of Covered
Persons and Health Plan Employer Data and lnformation Set reporting, to support Wellmark quality
initiatives and performance, Ownership of all such information (except for the medical records)
shall vest exclusively in Wellmark. Provider shall obtain from the Govered Persons any consents
and authorizations necessary in order to provide such records and information to Wellmark,
10.
Section 7.2, Benefit Dif:erental*, Lir*ited Netwarks and lncenlve Prcqsms, is deleted in its entirety
and replaced with the following:
enefit lffarentlals, Limitsd Network* and IncEntlve Proorams. Benefits under Contracts,
including Covered Persons' copayments, deductibles, and/or coinsurance amounts, may vary
between Contracts and change from time to time. Wellmark or a sponsor of a group health plan
administered by Wellmark may establish incentives in the Contracts for Covered Persons to receive
Covered Services from Participating Providers or from a limited network or other grouping of
Participating Providers. Wellmark may utilize networks limited to eligible Participating Providers
with financial or other incentive programs for Covered Persons to use the services of providers
contracting with Wellmark other than Provider. Provider may not be eligible for such networks and
programs, and such networks and programs may not be offered to all Participating Providers
(including Provider). Such networks and programs may include, but are not limited to: networks
limited to eligible providers; networks designed for a specifc plan sponsor of a group health plan;
programs for specialty Covered Services; variances among copayments, deductibles and/or
coinsurance; varying payment arrangements among providers; provider traininglcoaching
1-1
Filed 05/2611-6 Page 20 ot 27
programs; and programs that attempt to support the improvement of the quality of Covered
Services (participation in which programs may be publicly disclosed, as well as the levels achieved
in such programs).
11
Section 8.2, Source of Pavment, second full paragraph, is deleted and replaced with the following:
ln the event the plan sponsor of a self-funded group health plan administered by Wellmark becomes
insolvent or refuses to provide adequate funds to Wellmark for the payment of claims, Provider
may seek payment for such claims directly from the self-funded group health plan sponsor or the
Covered Person. Provider agrees that should the plan sponsor of a self-funded group health plan
become insolvent or fail to remit adequate funds for payment of such claims Wellmark shall have
no obligation to make payment to Provider for such claims and that Provider's sole recourse shall
be against the self-funded group health plan sponsor or the Covered Person.
12.
Section 8.4, Clams Filins and Claims Adiustment, is deleted in its entirety and replaced with the
following:
Claims FillnE and Claims Adiustmar:ts. Provider shall submit claims on behalf of Covered
Persons in a manner and format acceptable to Wellmark and as prescribed from time to time by
Wellmark. Claims shall be submitted by electronic means in standard electronic formats acceptable
1o Wellmark when feasible under the circumstances.
For Provider to be paid for Govered Services furnished to a Covered Person, the claim for such
Covered Services must be received by Wellmark within one hundred eighty (180) days immediately
following: (i) the date the Covered Service was furnished to the Covered Person when Wellmark is
the primary payor, or (ii) if Wellmark is the secondary payor, the date of the primary payor's
explanation of benefits (or if the primary payor does not issue an explanation of benefits, then the
date of the primary payor's remittance advice). Wellmark may extend the one hundred eighty(180)
day time period for a reasonable period, on a case-by-case basis, if Provider provides written notice
to Wellmark, along with appropriate evidence (as determined by Wellmark), of circumstances
reasonably beyond Provider's control (as determined by Wellmark) that resulted in the delayed
submission. Provider shall not bill Covered Persons for Covered Services associated with any
claim Provider fails to submit within such one hundred eighty (180) day period.
lf, under this Agreement or any of its Exhibits, it is determined that Wellmark has made payment to
Provider in error, Wellmark may deduct from future payments due to Provider amounts equal to the
amount of payment or payments made in error or may recover payments directly from Provider for
such payment or paymenls made in error; provided, however, that Wellmark may not initiate
deductions from future payments due to Provider or initiate efforts to recover payments directly
from Provider with respect to a claim more than eighteen (18) months after the date of Wellmark's
original remittance advice with respect to such claim, except that no such time limit will apply to
Wellmark's recovery efforts: (i) based on Wellmark's reasonable belief of fraud or other intentional
misconduct, (ii) required by a self-insured employer or group sponsor, or (iii) required by a state or
federal government program. lf Provider asserts a claim for an underpayment, Wellmark may
defend or set off such claim based on payments made in error to Provider, and may go back in
time as far as the claimed underpayment. lf it is determined by Wellmark that an underpayment
has been made to Provider, Wellmark will make a payment adjustment in that amount to Provider;
provided, however, that Wellmark shall not make a payment adjustment with respect to a claim
unless Wellmark becomes aware of such underpayment within eighteen (18) months from the date
of Wellmark's original remittance advice with respect to such claim.
13
A new Section 8.6, Claims Encounter ata, is added to the Agreement and the rest of Article 8 is
renumbered accordingly.
1-l-
Filed 05/2611-6 Page 2L ol27
Clalms Encounlsr Data. Provider shall: (a) furnish on request all information reasonably required
@etheprovisionofCoveredServices;and(b)notchargeWe|lmakora
with Wellmark's
Covere Person
for any expenses associated with Provider's compliance
requirements for information to enable Wellmark to process claims.

14
Section 9,1, Use of Provider's Name and Other ldentifvino Data, is deleted in its entirety and
replaced with the following:
Use
of Provide/e Nams a:rd Othsr ldentifulnc Data. Wellmark shall have the right to
use
dataconcerningProviderforthepurpoSeSofpublishing
online or printed Participating Provider directories, marketing, informing Covered Persons of the
identity of the Products,'Networks, and Participating Providers, and as necessary to carry out the
terms of this Agreement. Wellmark shall have the right to publish or otherwise disseminate ratings,
recognition programs, and performance data related to Provider that may be provided by Covered
Persns or'may be the result of a Blue Cross and Blue Shield Association program, a national,
regional, state, or local program, or as determined by Wellmark from time to time. Provider shall
have the right to review marketing materials prepared by Wellmark that specifically reference
Provider ani may request revision to the extent Provider reasonably believes such rnarketing
materials are inaccurate, incomplete or carry a material risk of liability for Provider. Except as
otherwise provided in this Section 9.1, nothing herein shall permitWellmark to use any symbols,
service marks, trademarks or trade names of Provider without the written approval of Provider.
15.
Section
't
0.1, Product Data, second full paragraph, is deleted and replaced with the following:
To the extent permitted by law, Wellmark reserves the right to disclose (during the term and after
termination ol this Agreement) information derived from the Provider Specific Product Data to
persons, including, but not limited to, a current or prospective Covered Person, a current or
rospective employer or sponsor of a group health benefit plan, an auditor or health care consultant
of a current or prospective employer or sponsor, providers participating in Wellmark's Accountable
Care Organization ("ACO") program or other programs sponsored by Wellmark, or other persons
for permissible purposes. Such information may explicitly or implicitly identify Provider and include,
but not be limited to, actual or projected payment levels made to Provider'
16.
Section 10.4, Release of lnformation, is deleted in its entirety and replaced with the following:
Release of
lnfon*atlo.
Provider agrees that (i) all information provided to Wellmark by Provider,
@byWellmarkinconnectionwithProvider,sapplicationforparticipationor
provider
puisuant to Quality lmprovement review, peer review, Utilization Management 1ey!ew,

profiling or other review or audit of Provider's practice conducted by or on behalf of Wellmark, may
be relesed or disclosed to: (a) Wellmark's Affiliates; (b) the contact person designated by Provider
pursuant to Section 6.4 of this Agreement; or (c) a provider participating in the Wellmark ACO
program or other programs sponsored by Wellmark in which Provider participates. Provider shall,
if requested by Wetlmark, complete Wellmark's standard confidentiality/hold harmless agreement
preceding the release to Provider of the information contemplated by this Section.
17
A new Section 10.6, Website Access, is added to the Agreement reading as follows:
l,lebslte AEcess, Wellmark may provide Provider with secured access to Wellmark's website or
weblased applications for Provider to obtain information regarding eligibility and claims for
Covered Persohs or for the purpose of self service. lf Provider or a third party acting on Provider's
behalf accesses such websites or information, Provider is subject to and agrees to all security
restrctions and user requirements imposed by Wellmark, as more fully described in Exhibit C to
this Agreement and in the applicable Terms and Conditions posted at Wellmark's website
(www.Wellmark.com).
18
A new Section 10.7, Conldential lnforrnatian, is added to the Agreement reading as follows:
l--1
Filed 05/26/l-6 Page 22 ol27
Confidential lnformation. ln addition.to the confidentiality provisions set forth elsewhere in this
@greethatallfinancialtermsandconditionsofthisAgreementare
its employees or agents, nor Wellmark shall disclose such terms
cnfidentia and n'ether Proider,

and conditions without the prior written consent of the other party to this Agreement. ln the event
oi its representatives, is requested or required in legal proceedings.to
that either party, or
the
"ny
disclose lhe finncial teims or condition" of this Agreement, consent is not required; however,
request.or
such
any
notice
of
prompt-rrvritten
party
with
provide
other
party
the
shall
sclosng
requiremnt to ihe extent feasible under the ccumstances. The form of agreement, without specific
provider dentifiable or payment information, is not confidential.
payment
Provider shall maintain the confidentiality of fee schedules, payment arrangements,
manuals, enrollment information, utilization data, quality management programs, and credentialing
criteia. provider shall not disciose such information to any third party without the prior written
consent of Wellmark.
in
Such confidentiality shall be maintained to prevent unauthorized diselosure and to operate
of
this
the
termination
survive
provision
shall
This
accordance with applicable laws.
greement. Nothin! in this Section or in this Agreement is intended-lo prohibit Provider fro.m
benefits
Oiclosn to Covere Persons information about tis Agreement or the Covered Person's
Persons,
Covered
of
such
health
the
regarding
decisions
or
the
health
mayffect
that
19:
Section 12.2(c), Terrnination, is revised to read as follows:
(c)
20
(120)
may be terminated by either party wilh or without cause upon one hundred twenty
party;
or
the
other
to
notice
written
days advance
Section 14.4, Notices, is deleted and replaced with the following:
Hotices. Any notice required or permitted to be given under this Agreement shall be in writing and
;-6'" deemed given when delivered personlly, placed in the U.S. mail (postage prepa.id)'
prepaid), or transmitted by
OiuereO to a reco!nized courier service ior delivery (delivery charges
party in writing. Until
other
lhe
to
furnished
last
address
to
the
addressed
a-nd
means
eleclronic
set
another address is furnished in writing, notice to Wellmark may be addressed to the addrss
page
the
signature
on
forth
set
address
to
the
Ue
addressed
may
to
Provider
forth below and notice
of this Agreement.
Attn; Network Engagemenf

Wellmark, lnc.
1331 Grand Avenue
5W392
Des Moines, lA 50309-2901

Emai l: ProviderC"[email protected]
21
Section 14.9, Amendment, is deleted and replaced with the following:
Amendment. This Agreement may be amended from time to time. Except as expressly.stated in
ihis ASr*-nt or he-reinafter in this Section 14.9, no amendment will be effective unless duly
executed in writing by Wellmark and Provider.
(90)
Wellmark shall provide written notice to Provider regarding any proposed amendment ninety
Notice")'
Oays in advance of the stated effective date of the proposed amendment_(he "Amendment
ff rovider objects to the amendment, Provider must, within sixty (60) days from -the date the
to
Amendment Notice was given to Provider, give written notice of termination of this Agreement
(90)
day
ninety
of
the
end
at
the
terminate
th" Agreemenl shall
Wellmark. ln such
"u"t, unless-Wellmark gives written notice to the objecting Provider within
Amendment Notice period,
1-1
Filed 05/26i1-6 Page 23 ot 27
sixty-five (65) days of the date of the Amendment Notice that Wellmark will not implement' as to
provder, ihe amndment to which Provider objected. lf Provider does not give written notice of
to
termination of this Agreement to Wellmark within such sixty (60) day period, such amendment
period.
this Agreement will bcome effective at the end of the ninety (90) day Amendment Notice
22.
A new Section 14.12,S@,a!, is added to the Agreement reading as follows and the rest of Article
14 is renumbered accordinglY.
Survival. The requirements contained in this Agreement-that contemplate continued obligations of

one or both of th parties, including, but not tmite to, Sections 9.1, 10'1, 10'2, 10.5' 10'6' 10.7'
11.j,11.2,12.4,1.8,14.12, and t.t9, anO the confidentiality and indemnification requirements
under Exhibit C, shall survive any termination of this Agreement'
2g.
Exhibit A, pavment, to this Agreement is deleted in its entirety and replaced with the attached
Exh ib it A,
9ent
24.
Exhibit B,
?@,
25.
26.
This Amendment is effective with dates of service on February 1,2014, and after.
27.
Except as amended by this First Amendment, all other terms and conditions of the Agreement
remain in full force and effect.
lt4ethodseSy.
to this Agreement is deleted in its entirely and replaced with the attached
Exhibit B, Wellmark Net$orks.
Any Web-based applications access agreement currently in effect between Provider and Wellmark
in
is iuperseded Uy iis Amendment and tne attached Exhibit C; Provider's web access continues
accordance with the terms of the Agreement.
1,2013.
lN WITNESS WHEREOF, Wellmark has issued and executed this First Amendment as of October
No execution by Provider is required.
Wellmark, lnc.
By:
Laura
Executive Vice President
1-l-
Filed 05126/1-6 Page 24 o127
EXHIBIT A
to the
Wellmark, lnc.
PAYMENT METHODOLOGY
The purpose of this Exhibit is to identify the terms and conditions by which Wellmark shall make payrnent
to provider for Covered Services undei this Agreement. This Exhibit is an integral part of and subject to all
of the terms and conditions of the Agreement. Except as provided herein, each of the terms defined in the
Agreement shall have the same meaning when used in this Exhibit.
1.
Definitions
1.1
"facilitv Provider" means any of the following:
(a)
a home health agency, certified to participate in the Medicare and/or Medicaid

program;
(b)
a hospice, licensed pursuant to lowa Code Chapter 135 or a similar statute
(c)
a skilled nursing facility, licensed pursuant to lowa Code Chapter 135C or a similar
in
another state, and certified to participate in the Medicare program;
statute in another state;
(d)
a free-standing substance abuse facility licensed pursuant to lowa Code Chapter

125 or a similar statute in another state;
(e)
an ambulatory surgical center (ASC), certified to participate in the Medicare

program;or
(f)
an end stage renal dialysis (ESRD) facility, certified to participate in the Medicare
program; or
(S)
1.2
a psychiatric medical institution for children (PMIC), licensed pursuant to lowa

Code Chapter 135H or a similar statute in another state'
,' axmurn
,qUwaUle
for services and supplies means the fees established

any one or more of the following three (3) elemertts (as
determne by Wellmark): (i) the Resource Based Relative Value System ("RBRVS') th_at
a@
includes Reltive Valu nits ("RVUs") times Wellmark-determined multipliers; (ii)

statistically derived customary charge, based upon the same service when performed by
a majorityof providers with comparable skills and training within the State of lowa or, as
appliabl, another state; and (iii) commercially available fee schedules, payment values
and methods developed by Wellmark. Such annual revisions to the MAF will be provided
or made available at least ninety (90) days prior to the effective date, and are not material
changes to this Agreement (and do not require an amendment to this Agreement).
1.3
'aximum gnowaa
means the fees for therapeutic drugs

iollows: (i) for certain- CPT/HCPCS codes (as
determined i Wellmarli) with a publishecl CMS Average Sale Price, Average Sale Price
times Wellmaik-determined multipliers; (ii) for certain CPT/HCPCS codes (as determined
by Wellmark) with no published CMS Average Sale Price, median average wholesale price
(tire data source foi which is determined by Wellmark) times Wellmark-determined
multipliers; and (iii) for all remaining CPT/HCPCS codes, fees determined by Wellmark.
fne lrRfO does not apply to drugs used in diagnostic procedures. Such quarterly revisions
rAlt ,BoBS|/FAC/EXA-1 001 201 3
A-1
wm
L-L Filed 05/26116 Page 25 of 2T
to the MAFD are not material changes to this Agreement (and do not require
an
amendment to this Agreement).
2,
Payment Arrangement
2.1
For claims incurred, Facility Providers will be paid for Covered Services less applicable
deductibles, coinsurance and/or copayments as described in this Section. All payments to
Provider are subject to the payment terms set forth on the secured provider section of
Wellmark's website (www.Wellmark.com), the Provider Guide and the Payment Manual.
Wellmark may establish and change from time to time the MAF and the MAFD for each
Network described in Exhibit B.
(a)
HomeHealthAqencv. Paymentformedical servicesandsupplieswill bethelesser

of billed charge or the MAF. Payment for therapeutic drugs will be the lesser of
billed charge or the MAFD.
(b)
Hegpice. Payment for medical services and supplies will be the lesser of billed
charge or the MAF. Payment for therapeutic drugs will be the lesser of billed
charge or the MAFD.
(c)
Skilled Nursinq Facilitv. Payment for Covered Services will be made in accordance
with the Payment Manual.
(d)
Foeetandinq Substanse Abuse Facililv. Payment for Covered Services will be

made in accordance with the Payment Manual.
(e)
ASC. Payment for Covered Services will be made in accordance with the
Payment Manual.
(f)
SRD Facllitv. Payment for Covered Services will be made in accordance with
the Payment Manual.
(s)
Psychiatric Mcdicat lnslitutkn fsr Children PMIC). Payment for medical services
and supplies will be the lesser of billed charge or the MAF. Payment for
therapeutic drugs will be the lesser of billed charge or the MAFD.
IA^/VBCBSI/FAC/EXA-1 001 201 3
A-2
wm
L-L Filed 05/261L6
Page 26 o 27
EXHIBIT B
to the
Wellmark, lnc.
WELLMARK NETWORKS
The purpose of this Exhibit is to identify the Networks to which the Agreement apples' This Exhibit is an
integial art of and subject to all of the ierms and conditions of the Agreement, Except as prorvided herein'
eac ot ine terms defin-ed in the Agreement shall have the same meaning when used in this Exhibit' Nonmaterial changes to this Exhibit B-nray e made from time to tme by Wellmark without amendment of the
Agreement o,s E*nit. Non-mateiial changes include, but are not limited to, changes to the names of
Networks or Products or the features of the Products.
The Agreement applies to all lndemnity and PPO Networks for all lndemnity and PPO Products, including,
but not limited to, the following:
lndemnitv Netwsrlt
yoJffi's used to support indemnity or traditional Products, including, but not limited to
Ble,
Federal Employd Health Benefits Program (FEP), and the Blue Cross and Blue
Clssie
yt
Shield Association O ut-of-Area Program (BlueCard )'

Preferred Provider canizaticn IFPO Network
ducts,including,butnotlimitedtoAllianceSelect,
etue Setect, Federal Employee Health Benefits Program (FEP), and the Blue Cross and Blue Shield
Association Out-of-Area Program {BlueCard PPO and BlueCard Basic PPO). The PPO Network
may be referred to as Wellmark BIue PPOSM.
A^^rRt-gsqt ttat
:rtsvH-1t I t12t
:{
wm5-'!
l--1
Filed 05/26116 Page 27 of 27
EXHIBIT C
to the
Wellmark, lnc.
WEB.BASED ACCESS
The purpose of this Exhibit is to identify the terms and conditions by which Wellmark may provide Provider
w1h'secured access to Wellmark's website or web-based applications maintained by Wellmark or on

Wellmark's behalf by its designee for the purpose of self service or for Provider to obtain information
regarding eligibility and ctars tor Covered Persons. This Exhibit is an integral part of and subct to all of
the terms and conditions of the Agreement. Except as provided herein, each of the terms defined in the
Agreement shall have the same reaning when used ln inis Exrit. Non-material changes to this Exhibit
C-may be made from time to time by Weilmark without amendment of the Agreement or lhis Exhibit.
1.
This Exhibit applies to access made available by Wellmark to a Wellmark.com interactive web
application an'all nformation to which a party using such application (hereinafter described as
"ef') may have aceess by utilizing Personal ldentification Numbe(s) ("PlNs") and/or Security
passwrd(s) provided by Vellmark. Provider shall identify and name a "Designated Security
Coordinatr;' |'OSC') wh-o shall act as Provider's contact person for receipt of notices or other
information from Weilmark pertaining to this web-based access. The requirements regarding the
designation and role of the DSC are further defined in the Terms and Conditions posted at
Wellmark's website (www.Wellmark.com).
2.
provider, on behalf of itself and its Users and other authorized designees, hereby (1) accepts and
agrees to the Terms and Conditions, including, but not limited to, audit rights and confidentiality
o6ligations, posted atWellmark's website (www.Wellmark.com); (2) agrees to ensure that its Users
and any other authorized designees will abide by the Terms and Conditions; and (3) agrees to be
t""ponible for any of the fnanial obligations of Users or other authorized designees arising under
the Terms and Cnditions or Wellmark's security provisions related to accessing any information
on Wellmark's interactive web application (www.Wellmark.com) or other information on a system
of records maintained by or on behalf of Wellmark.
3,
Provider agrees to indemnify and hold Wellmark harmless for any loss, cost, .or ex.pense including
but not limited to reasonableattorney's fees related to the improper use of Wellmark.com, improper
access to confidential information contained therein, the inappropriate release of any confidential
information to any unauthorized individuals or entities, or other breach of this Exhibit C by Provider
or User. Nothin in this Section 3 eliminaies or reduces any other rights of indemnity (including
any common law rights) the parties may have in connection with the Agreement.
lA/l,V B C BS l/ FAC I XC-
1 OO 1
20 I
c-1
wm
1-2 Filed 05/26116 Page 1 of 30
,XT{IBIT B
2I
Filed 05i26i16 Page 2 of 30
AIPP INSNTUTE
RECEIVED
t)Ec
1-2
COPY
2010
'ff HBE#fi ilil8#'f
CONTRACTS
2l7Fb
flPl{flm7001
58?5 FLEUR DR
DES MOINES lA 50321
*i[!50,'..'!E*?g't"i"
This Facility Services HMO Agreement ('Agreemenf') is made by and between Wellmafi Health Plan of
lowa, lnc. (hereinafler "HMO"), and the provider identiled on the signlure pag (hereinafrer "Provider").
RECITALS
1.
HMO is authorized y th owa Division of lnsurance to transact the usiness of health insurance
end is lcensed by the Blue Cross and Blue Shield Association.
2.
HMO, on ehaf of itsef and: () state ancl federal progrms administered y HMO, (ii) any
lsnsd subsidiary or ftlietg of ths Blue Cross nd Blue Shield Assocation and licensed Blue
Cross and Blue Shield Plans, and (iii) HMO's Affiliales wishes lo scure the helth care services
of providers fo HMO's Covered Pergons and for the covered peons and products of lhe other
programs and entities set forth bove.
3.
Provider desires to make heatth care sefvices evilablg to HMO's Coveed Persons End thE
covered prsons and products of the other programs and entities set forth in Recital 2 for the
purpos specified in this Agreement.
NOW, THEREFORE, in consideration of th mutual covenant$ contined herein, the parlies herelo agree
as follows:
1.1
entity that now or hereafler: (i) is owned or
"!E!!lg" of e party to this
party lo
Agreemen| (i) owns or controls (directly or
controllEd (directly or indirectly)
ndrectly) any such party to this Agreement, or (ii) is under common control with such perly lo
ths Agreemenl. "Affiliate" also includee an Affiliate of an Affiliate1.2
"AS@g'
meens this Agreemenl and thE Exhibits attached hereto presently in effect ahd
hereafler added by emendment to this Agreemenl. The Exhibis attached to this Agreement at
the time of initial execulion are as follows:
Exhibit
Exhibit
1.3
A:
B:
Payment
Products
"g4gAgl" means lhe benefit certifrcate, policy or other urilten documents settng forth the
health care benefits the Covered Person s etible to receive,
,.4
'fgggg Legggg" means
1.
"&Ifd$gfl@"
any eligible employee, individual or group member, end eny eligile

ssored depenOent, entitled to receive Covered Services ccording to the terms and conditions
of this Agreernent and pureuant lo an applicable Contrac-t.
means those health care services or supplies to which a Covered Person s
entitled pursuant to a Conlract.

1.6
.,@'meansamedicalconditionmanifestin9itselfbyacute
syfploms ol ailfrlclent sevety,-includng-sevare-pain;tht.-prudenffeypercon-possessing-an
average kno,vledge of health and medicine, could reasonably expect absence of immediate
medical atlention to result in one of the folloring:
(a)
Placing lhe heatth of thE indMdual or, with respect to a pregnant woman, lhe helth of
the wornan and her unom child, in seilous ieopardy;
tA/HMo/FAC.{130r10
6002,os
$m
1-2
8?t002
tb)
(c)
Serious mparment to bodily function; or

Serious dysluncton of any bodly organ or part.
1.7
'H@"
l.E
"8g{&!!Xjgggg" or "9{!ggt-!gggggl"
means Wellmark Health Plan of lowa, lnc,
means covered services thal a physician'

elercising pruOent ctinicat judgment woutO proviae to a Covered Person for the purpe o!
preventng, evaluating, diagnosng or treating an illness, injury. disease or its symptorns, and lhat
erg: (a) in accordance with generally accepted standards of medical Precticel (b) clinically
appropriate, in lerms of type, frequency, extent, site and duration, and considered effectve for the
CoverEd Person's iltnesl, iniury or dsease; and (cl not primarily for ths convenience of the
Corered Person, physician, or other health cfe provider, and not more costly than an altemative
service or sequence of seruices at least as likely to produce equivalent therapeutic or diagnostic
resulls as to.tne Oiagnosis or treatment ol that Covered Person's illness, injury or disease.
t.9
,,EglgtEg!!-lfg!l[gf means a provider which has entered into a provider agreemenl with
UnlO wtrereUy suctr provUer has agreed to provide heallh care services to HMO'S Coverd
Persons nd lhe covered persons of the programs and enlities set forth in Recital 2.
1.10 "IygggAge!" means th l-lMO documents anct ell attchment$

1.1|
1.12
"Plg!!!lgf'means
"XE!"
thereto, incorporated herein

made avallable to Provider that st forth
and ilfustrative fee schedules.
to
y this refernce, and as

applicable HMo pyment rnodels;
by HMO.
a hetth
means the
Agreemenl. lf Provider sa
rg
or oter
as such on the signature page of this

ntty, "Provide' means the corporation or
the other legal entity, as the case may be.
1.13
"E
gI.Eg-*l*g"
means the HMO documents (guides nd/or manuals), end all attachments
thcorporated herein by ths refererre, and s amended from time to tme, made avabble
to Provider tht set forth applicable HMO administrative/operational policies, rul and
procedures.
1.14
,,!lg!!SJqXggEt' mans measuring, evluatng and irnproving the quality of
Covered
Services provided to Cwered Persons by Proider.
1.,l5..@'meansthereviewanddeterminationonProspective,concurrentand
retrospaiv bei of the Medicl Necessig of Covered Services provided to Covered Petsons
pursuent to the lerms and conditions of this Agreement.
ARTICLE II
8COPE OF AGREEMENT
2.1
Appllcabllltv. This Agreement applies to thos Products that are issued or administered by HMO
set fort-Exhibit B. This Agreement also applies to those Products thet are added from time to
time by amendment to this Agreement as provided in Section 14'9.
HMO and the Provider agree that ProvJder wllt aleo provid health care rvice*, as set {ortFin
this Agreement, fsr the benefrt of covered rsons and producfs of the follorrying programs and
entities: (D stte and federal programs administered by HMO; (ii) any licensed subsidiary of
aflliate of the Blue Cross and Blue Shield Association and licensed Blue Cross and Blue Shield
Plnsi and (ii) HMO'3 Afritites.
tATHMO'FAC-030110
6002,08
Yrl
HCA Document 1-2
Case 4:l-
Filed 05/26/16 P
APl'300 870003
Upon request, HMO shall furnsh to Provider a specmen Contract or benefft surmery for each
Product subject to this Agremenl
Conatructlon. This Agreement 3hall b6 construed together with the terms and cqrditions of
Cotrasts aftd Products subject to this Agreement; provicled, howersr, ltrat in lhe ,'rent of any
clnllct, th tefms of lhis Agreement shdl govern.
2,2
ARTICLE II'
RELATIOISHIP BETVYEEN HfUIO AHD PROVIDER
hdss[dnt Ctactors. HMO end Provider ara independenl ontractor8 under ths
3.1
Agreemi wh- respec{ to cfr ofier. Nothng n this Agrcemenl shall e conslrued or deemed
to create a relationship of employer end employee, principal and agent, joinl venturers, or eny
relalonshp othr than that crf independent entitis conlactng with eaeh other solely for the
Furpo6e of carrying out the terms nd condilione of this Agreement. Neilher party shall haYe anl
xpress or irnpliedlignt or eulhority to assume or creale any obligtion or responsbity on behalf
of, or in th nem6 01, the other party, rcept as set forth herin.
?.2
Agerenl.
walsoever on the prt of HMO other
Thas aragraph
of this AEreemenl.
lhan those oblgatons crealed
ARTICLEIV
REPRESENTATIOHS AN TYARRANTIES
4.1
Bv llMO. HMO represenB end warrnts to Pfovidef that (a) HMO possesses and agrees to
mantan during the tefm of this Agreement la lcenses, permits, regstrations, govemmfltal and
other pprove required to caffy ut tts obligations pursuant to th terrTrs of ths Agreenent; (b)
this Agreement is euthorized by all necessry corporate actircn on behalf of HlO, is duy
execed and detivered by HMO, constitutng a legel and binding oblgton upon HMO; and (c)
HMO shall comply with rvant federal, state and local lawE, sttules, ordinances. oders and
regulations whieh are applicable to the termg and conditions of ths Agreernent.
.
4.2 Bv.Frovlder.
Provder represents and warrsnts to HMO that (a) th lntormal-lon furnished by

prvider bn and in connecton with Provider's application end all updates therato s and sha[
remain true, corect ald coplete with no mteral omlssons at lt tmas during the term ot ths
Agrmnq {b) Provider norrr possesses, nd during the tefm of thls Agreetnent shell mantain, 0
liclnses, accrdtalbns, certifictons, permils, registralon*, accreditation, governmental and
other approvale requird in order to provlde the Covered Servics; {c) Providef shall comply with
relevant fedefal, state and focsl lws, stute3, ofdinances, orders nd regultons which te
applicable to the trms and cond'rtions of th6 Agreement; (d) if Provlder 3 an entity. lhen Provder
----is-duly organized-antl validly-existing uncler the-laws of the rtt'ad'its:orgenizaton-r,l,ith'full-power-end authority to engage n business rs curetly conducled: and (e) this gement hs been
uthozed by all necessary aclion on behalf f Provder, is duly execvted and <lelivered, and
conlitutes a fegal and binding obligetsn of Provider,
|AIHMo/FAC-O3o1r0
6002.08
vuf
1-2 Filed 05/26i1_6
Page 5 of 30
ARTICLEV
HMO
6.1
illedlcl NeeFlt Eoerlme*tal or lnvetlEatlonal. A physican designated by HMO
will
make the determination on behalf of HMO whether heallh care services are medically necessary,
or expe'menlal or investational in nature.
5.2
ecsotence and Crudsntlallnq of Proylder, At all times during th tem of this Agreement,
Provider shall meet the HMO conlracting and credentialing stendards set forth in the Providr
Guide. HMO retains sgle discretion to determine $rhther Provider shall b accepled as a
Particpatng Provder pursuant to HMO's policies, rules, procedures and contracting and
credentialing standrds,
5.3
'
Httto. HMO reserves lhe right to communicate drestly with Provider on

any subiect matter. HMO may decline. limit, or suspend the participation of Provider under this
Agreemenl, or termnat ths Agreement, under cirumstances including, but not lmiled to, the
following: (a) termination, suspension, lmitetion, voluntary sunender or restriclion of Provide/s
license, eccreditton, certfiction, rmt, or othr governmental authorization: (b) failure to
maintain any insurance as required herein; {c) any disciplinary aclion tken by a state licensing
board, if applicabte, or other governmental agency; (d) Provider's suspension or exclusion fiom
prtcipatiofl n the Medlcare or Medicaid programs; (e) any other legal. governmental or olhr
ecton or event which may material impair the Provider's ability to perform any duties or
obllgations under this
does not meet or no longer meets
HMO's contracling or
the Provider Guide.
ff!h3s Rsarvsd
ln the event Provider's

lerminated, as provided
or suspended, or this Agreement is

notlfy Provider's patients
of
such
declne, limtation, suspension or
ARTICLE VI
PROVIDER RESPONSIBILITES
ln addition to the other duties of Provider under this Agreemenl, Provider agrees as follows:
6.1
?rovlde'e t{otlcss. Provider shall notfy HMO, in wrtng, within fifteen (15) business days of: {a)
any tennination, suspensin. limitlon, \roluntary surrender or reslrictn of Provider's licensE,
eccredilation, certification, permit, or other governmental authorization: (b) lailure to meintain any
insurance as required herein; (c) eny disciplinary action laken by a stat licensng board or other
governmenlal agencyi (d) Provide/s suspension or exclusion from participation in the Medicare
or Medcaid programs; or (e) any other gal, governmental or other act'on or event which may
materially impalr
the Provider's ability lo perform any duties and obligations under
this
Agreement.
6.2
--
ProvldL6orarg{ gs,Tlc. Upon presentalion by a Govered Person of an HMO-issued
or
administerEd identification cerd Etatng the Covered Person's dentfcaton number or pursuant to
HMO's lelePhon or electronic verificalion (or other means of verification hereafter eslablished by
HMO from time to time) of a Covered Prson's eligibility, Provider will provide Covered Sewices
in accordance with the terrns of this Agreement with the same quality and accessibility in terms of
timelinesg, duration and scope as is provided to Provide/s other petents. All Covered Senrices
provided by Prwider will be Medically Necessary. Further, Provder shall not dissrminate agail
overed-Persons-baged-upon-their-status-as-Govered
-Peons-their-age, sexraee,,-religion
national origin, creed, color, physical or mental disabilily, political belief or health statuB. Provider
shall, unless medically contrendicated q in a situation requiring mergency serviceg to evalute
or stbilze an Emergency Medicl Condition, refar Covered Personc to another
provider
deeignated as a Participating Provider by HMO in the event that Provider cannot provide the tlrpe
of Covered Services required by the Cwered Person.
rA/HMO/FAC-0301f 0
02.08
tvm
1-2
APl.lsOO
870005
Blua Croee and Btu Shteld Out'of-is Frqa;am. Pryylde1.s.h9l]Jovlf e covered services to
a nd Blue ShiEld Plan ('Pln") underlhe Blue
Cjs and Blue Shie Association's outof.area or reciprocal programsjnand to submit claims for
adjudicating..the claim
payment to HMO for HMO's coodination with the appfoprit-s- Plan
peon's beneft contract. The provisions oJ !n. Agreement shall epply to
to
the
corOing
-nargi
ior coverd services under the Blue Cross and Blue Shield out+f-area and reciprocal
progiams. provider shall accept reimbursement by HMp as Payment in full for covered services
to such persons excelt lo the extent of deductibles, coinsurance and/or copayments'
6.3
roviO
Ilegltnate
6.4
-Contect
PgGan.
Provder shall designate one person es.ths contac person for
@HMowillconsultwithlhepef8onsodesignatedbyProvider
relating to the lerms of this Agreemenl.
regardlng all matters
prdclcte ln Comoll*t Regolutlon. Povtder shall parlicipate
.5
in_such comptaint procedures
sthecomplaintsofCoveredPersongprovided'hor'ever,
ttrat complianc with this Section shall not nclude the provison of infomaon protected !V lowa
Code setions 135,40-.42 and 147.135 or responding to allegations of liabilily or other claims that
could result in damage awards againet Provider.
llelth ftianaqemgrt. HMO has established a Utilization Management program which ineludes
basee of the Medical NecessitY of
the revig,rl and determinetion on prospective nd
a QuatitY lmprovement program whioh
Covered Services provided to
the quality ol Coveled Services Provided
includes mesuremnt,
6.6
Management end Quality lmprovement

shall cooperale in carrying out all duties
lmprovement programs consistent wth
to Covered Persons by
programs are set fodh in
specified n
the
Utilizaton
applicable Contracts.
HMO may, et ts dscretion, rquest Provider's perticipalion in the development and/of ongoing
revlew and oversight of the Utilzation Management and Quality lmprovemenl progrms through
provldr represeritation on various health managemenl committees which may be establshed
from time to time by HMO. The mechanism for appointment lo and responsibilites of the health
management commitleeE are also set lorth in the Provider Guide.
6.7
'
lfifrrtltar faq{ss. Provider shall fqrnish information as requesled, in accordance
with
f-ederal laws, ncludng, but not limited to, the medical records oJ Covered
persons and Health Plan Employer Datand lnformation Sel reporting, to suPPorl l-lMO qualty
initiatives and performance, wnership of all such informalion (except for the medical records)
n stafid
shall vast exclusively in HMO. Providef shall be pid reasoneble costs, nol to exceed a
maximum of 915.00-per patiant, for the duplicton of information contained in such palient
records related to Providr's complianee with HMO qualily initiatives as cont8mPlated by lhis
Section. Provider shall obtain from the Covered Persons any consents and authorizations
necessary in order to provide such records and information to HMO.
Provider shall -comply. with the

s and rotocos set furth in the Provider Guide
and the Payment Manual, as adopted nd amended forn tims to tme by HMO,-and as made
available to Provider. Non-malerial changes to the Provider Guide and Payment Manual my be
made from time to time by HMO without amendrnent of this Agreement. Malerial changes,
adverse-to Provider,-to-the-rovider Guide and.Paymenl-Manual-may be-made from time-to,lime
by HMO by amendment of ths Agreement as provided in Seclion 14.9 of this Agreement.
6.S
Cannlnc
6.9
pgtodlc
wlth Admlnltryr/Oqgatonpl Polss.
Evduatl.
Provider shall operate wth the HMO's periodic evaluation of Proider's
qualmatlns to rovide Covered Services under tlis Agreement.
IA,HMO/FAC43o1 10
002.08
r/tl
ease-4:16-cv-00259.J,\LtlC-A-Documenll-2 -Filed 051261t6 Page 7 of 30

%
AP't3 00
970006
ARTICLE VII
}ITIIO RESPONSIEIUTIES
ln additlon to the othr duties of HMO under this Agreement, HMO Erees as followsl
l.l
provl4er GuldatPymqnt trlnual. ln conunction with the initial delivery of this Agreement to
ffiaProviderGuidaandPaym3ntManualtoProvider'The
provider Guide and Payment Manual will be updated on a regular basis and supplamented with
communications es needcd lo reflect changes in nelts and any other
administrative/operational policies, inctuding Quat lmprovement and Utilization Management

policies, with whieh Provider must comply as a condition of parlicipation'
7.2
levels achieved in
or
7.3
rreng for
the performanee of
all
Agreement for the provision of Covered
specified herein. Administralive

Covsrgd
Agreement may include, but are not lmted to,
to
responsiilities performed bY
the following: (a) enrollment; (b) premium collection; (c) claims processing; (d) customer service:
(e) provider network develoFment; and (f) halth management functions
Services
7.4
to
Oata fterortina and laformatlsn Rscugsts. HMO may provide, in a format and media mulually
Provider regardng utilization and cost of Covered
subject to tlis Agreement, To the edent
Provider
provided
Persons
by
to Covred
Servces
permitted by law, HMO wil attempt to resond to other data/information requests from Provider
as HMO deems appropriate.
ARTICLE VIII
PAYIIIENT FOR COVEREO SERVICES
8.1
Subject to lhe terms and conditions of this AgreemenL HMO will make payment lo
EgI@l
proffiiin accordance with the terms nd conditions of the applicble provisions of the Payment
Manual and Exhibit A.
8.2
payment. Except as expressly provided herein, Provider agr,es to: (a) accpt
Soul ol -Fm
peyrnent
s full payment for Covered Services fumished to Coveretl Persons except to
in extent of deductibles, cinsurance andlor copyments; (b) nol bill Covered PErsons for any
balanee attributable to Covered Services other than deductibles, coinsurnce and copayments;
and (c) seek payment from Covered Persons for any such deductibles, coinsurance and/or
copaie*e. ovCar may seek F!nent from Coverad Person fsr other *arvices not coveled
un'Oei te applicable Contiact, exeit ttrat Provider may onty seek payment in accordance with
this Agreement for services determined not to be Medically Necessary'
Section
Furthemore, if applicabl under the Covered Person's Contract, Provider my not seelt payment
from the Govere Person for any Covered Services rendered as a specialty care provider in the
ebsence oi a reeal from the overed Person's prirnary care provider odless before rendering
Li'of
lATHMO.lFAC-o3o1f0
002.08
wm
1-2
Filed 05i26/1-6 Page
of 30
ipF,Tom?'
such sfvices th specialty care povider informs the Covered Pergon, in writing, that the services
rendered are not nsiei Covered Servic$ under lhc applicable Conlract absent a referral
from the Covered Person's primary cre provider.
8.3
Utulratton $grna{emelrt Pr.ocedureq. Provider will follow HMOs Utilizalion Mnagment
8.4
Clalms-Flltno and elgLs Adll$tmsnts. Provider,shall submit claimsin behalf of CovEred

persons in a ma@le
to HMO and as prescribed from time to time y
with respect to the specified services identified in such

rovider Guide. Provder will not anempt to collect from Covered PersonE any payment reduction
resulting from Provider's failure to foltow such procedures.
HMO.
ln order lor Provider to be Paid for Covered Services fumished to a Covered Person, the claim fsr
such Covered Services must be received by HMO within three hundred sixty-five (365) days
immediately following: (i) the date the Govered Person was discharged from Provider when HMO
HMO is the secondary payor, the date of the primary payor's
expanation of benefits (or if the pfimary gayor does not iEsue an explanaton of beneftts' then the
date of the pfifary payoas reffiittnce advice). HMO shall extend the three hundred sixty-five
(35) day tirne period for a reasonale period, on a caseby+ase basis, il Provider provides
written nolice to HMO, along wilh appropriate evidence (as determined by HMO), of
circumstances reasonably beyond Providels control {as delermined by HMO) that resulted in the
Persons for Covered Servces associated
delayed submission. Provider
hundred sixty-five (385) day period.
with any claim Provider fails to
is the primary payor, or (i if
advice with respect to such claim.

8.5
patrmsnt bv Ccvard Leons. Provider shall_have the right to seek payment from.a iovered
the Covered Person which have been determined not to be
Medically Necessary or which have been determined to e investigetionl or exPerimental'
provided thA, prior io rendering such services, the Provlder provides- lhe Covered Person with
dvance writteir notice that (i) identilies the proposed servlces, (ii) intoms the Covered Prson
that such services may be deemed by HtlO (or have been demed y HMO, s th case may
be) to be not Medically Necessry or to be xpermentl or investigtonal, nd_(ii) provides an
esimate of lhe cost to-that Coverd Peson for such Eeryices and the Coversd Peon agrees in
urjliog_loldt/ance of recsiving such services to assume linancial reppngility fol_guch servics.
ffi
Provider,
of ils esoignee or gubcontractor, herey rees that in no evenl including, bul ot
lmited to, nonpaymet by the HMO, HMO insoeny or breach of this-Agreement shall Provider'
sub-contractor, bill, charge, collec{ a daposit from, seek compensation'

remunratdn or reimbursement from, or have any recourse gansl a Covered Pelson or persons
or its a$igne-or
INHMOIFAC.o30110
602.08
wl
1-2
Filed
05i26/L6 Page 9 of 30
-..!!APl,l300 t?000
olher then the HMO acting on their behalf for sevices prwided pursuant to this Agreement. Ths_
provision shall not prohiit collection of coinsurance, copaymnt and deductible amounts, if
ppficable, in accordanoe with the Contmct under which a Covered Person is eligible to receive
services.
Provider, or its assignee or subcontractor, furlher grses that (a) the provisions in this Section
shall survive lhe tCrmination ol the HMO Agreemenl regardless of the ceuse giving rise lo
termination and shall be construed to e for the benefit ol thE Govered Person; and (b) the
provisions in th Section supersede any oral or written contrary agreement now. existing._or
irereafier enlered into btweeri Provider and e Covefed Peon or persons acting on their behalf.
8.6
Coetdlfgg_elglg.
Provider shall cooperate, to the extert permitted by las, with HMO's
eoffirts,providingtoHMosuchinformationsProvidermayoblain
particulr
Covered
other payors, primary'or olher than primary, with respect _to e
regarding
prson. - Rayrninti mede tg rovider by HMO and/or a Covered Person pursuant to..ths
Agrement sa[ be based upon peyment methodologes described in ths Agreement regardless
whether HMO s the pdmary payor for the Covered Person.

8.7
Provider. shall cooperate, to the extent permtted by law, with HMO's etrorts
regardng subrogation by providing to HMO such informalion es the Provider may otain
Surolatlon.
regarding other payors.

8.8
upon any reoovery or sum colleclEd ol to

heirs or personal reprEsentalives in
HMO with a copy ol anY lien filed
U@.
ln the event Provider is

be collected by a Covered
the case of Covered

within thirty (30) days of the
8.9
"clean claims" (ae defned by appticable
llme far Pavmenl HMO shall
of receipt by HMO. A description of the

statute) for Govered SeMces
informatbn neessry for claims processing is set forth in the Provder Guide.
ARTICLE IX
iIARKTING. AOVERTSING AND PUBLICITY
ot Proydofq
9.t
Ur.
9,2
Uge of Ht'tQ
l,larrre d Oth6r
ldrntllvlnr Dat. HMO shall have the right l.o use
v'xler for the purposes of publistlng

part'tcipating Provider directories, meting, informing Covered Persons of lhe identity of the
produls anO participating Provders, and as necessary to carry out lhe terms of ths Agreement
Provida shall have ilre rgnt to review rnarketing materials prepared by HMO which specifically
reference Provider and may reguest revision to the extent Provider believes such matkeng
materials are inaccurate, incomplete or cerry a malerial risk of liability for Provider. Nolhng
herein shalt permit HMO to use any symbots, service marks, trademarks or tradE names of
Provider without the written approvel of Provider.
rm.
Provider shall hve the right to use lhe name ol HMO as necessary to carry
oul ttte tems of this Agreement, Nothing herein shall pennit Provider to use any symbols'
service marks, trademaks or trede nameg of HMO without the pror writlen approval of HMO.
Proider Ehall cease any suctr permfied usaga lmmediately: (i) upon notice from HMO, and (ii)
shall have the rht to prior review and approval otany
upon termination of this ireement HMO
-Wellmad<
Health Plan of lora, lnc." or any derivative
uie sf lhE nme 'Wllmaf, lnc,," or
thereof.
ARICLE X
RECORDS, CONFIDENIALITY AND AUDIT
rA/HMO,FAOo3o'110
002,08
wm
1-2 Filed 05/26116 Page 10 of 30
API3OI t ?000
l0.l
Produqt Data. All information and data collected or developed by HMO relaled to claims, cost,
utilization, outcomes, quallty and financial performance under the health beneft plans offed or
administerEd by HMO during the term of this Agreement shall be relerred to ag "Product Dale."
Any Product Data lhal relales to servbes of a specilic provider to a specfic Covered Person shall
be rgferred to as "Provider Specifie Product Data." HMO shall be the owner of all Producl Data
and all Provider Spcfs Product Data. Produet Date provid to Provider by HMO shall be kept
collidential by Provider and used only for the purpose of carrying out Provide's obligations under
this Agreement. Upon tmination of this Agreement, Provider shall relum to HMO any Product
Data that is not Provider Specific Product Data.
To the extent permilted by law, HMO reserves the right to disclose (during the term and afrer
termineton of ths Agreement) to a currenl or prospective Covered Person, to a current or
prospective employer or sponsor of a group heelth benfit plan or to an auditor or health care
consultnt of a currenl or prospective employer or sponsor, nsofar as the information concems
Covered Services thet are ot would be provided under Contrasls, infonation dedvEd from lhE
Provider Specific Produc{ Data. Such information may explicitty or implicitly identify Provider and
nclude, but not be llmited to, actual or groJcted peyment levels made to Provider.
10,2 Rgcords.
Provider shall prepare and maintain, in accordance with prudent lecord-keeping

procedures, and as required by applicable federal and state law, legible medical, financial and
other records and data wth rspecl to Covered Services rendered by Provider undEr this
Agreement. Ownership of and access to medical records of Covered Persons are governed by
applicable state and federal las and this
Provider shall obtain from the Covered
in order to provide such records
Persons any consents and

information to HMO,
Covered Person (and lhe
end
requirements, lhe recorde of a

shEll be available to HMO (during the
reasonable request by HMO.
term an4 after the

lowa
10.3
chapter 228, HMO will file and maintain a
the lowa CommisEioner of lnsurance.

10.l
Relase of
Itfotatlon.
Provider agrees lhat: (i) all infomation provided to HMO by Provider, or
(ii) otherwise obtained by HMO in connection with Provide's application for participalion or
pursuanl to Quality lmprovement review, Utitization Managment review, provider profiling or any
other review or audit of Provide/s bucinees conductEd by or on behatf of HMO, may be released
or disclosed to: (a) HMO's Affiltes; and (b) lhe contect penson designated by Provider pursuanl
to Section 6,4 of this Agreement. Provider shall, if requested by HMO, complete HMO'S standerd
confidentialitylhold harmless agreement preceding the retease to Provider of the infomation
conlemplated by thls Section.
10.5
udlt ad llladleal Racsrd Revlpws.
Provlder shall provide access to HMO reprsentallve to

perform audits and medical recod reviews during nomal business hours. Plovder shall gve
access to HMO to all records and documents reasonably related to the obligations of Provider
under this Agreement. HMO will attempt t0 notity Provider, in writing, thirty (30) days in advance
of routine audits and medical record revievys, but reserves the right, when nEcsgary n lhe
judgment of HMO, to conduet reviews pursuant to advance notic of less than thirty (30) days,
RTICLE XI
INSURANCE AI{D LIABILITY
11,,
lntulaneq.
(a)
Goveraoe. Each parly 9re3 to carry prolessionel liability insurance (clairns*nade with
appropriate tail ooverage or occunenc'based), at i own expnse, in an amount of not
less than $1,000,000 per occurrenc and 91,00O,000 aggregate, covering any claims
with fespct to Cgvered Services whch may anSe out of an ncident occurring durng lhe
IAIHMO/FAC.0301f 0
6{02.0E
wn
Case
4:
16-cv-00259-JAJ- H
ment
l--2
11 of 30
Filed 05/26116
APt.JsOO
0700t
term of lhs Agreement, Such insurance shall include coverage for claims in connection
with te performance of each party's respective respensibililies under this Agreement.
Provider shall furnh to HMO et thE time Prov'.ler sbns this AgrBementi and from tirne to
tme lherear as requsted by HMO, proof ol such nsurance, which proof will include
the name of the cerier, effctive dateg of coverage and coverege amounls.
(b)
Noiice of Claime. Provider shall promptly notlfy HMO vfienever Provider leams that a
tovered Person has fded a cfan or nolie of ntn to cornmenee a claim aganst
Provider n connection with Covered Sevices. Upon request, Provider shall provide full
details
lo
HMO,
to the extent of
crcum$ances ard disposition
11.2
Provder's kno$'ledge, regarding
lhe
nature,
such claims.
Ltablll?e.
(a)
Liqbllitv of t{MO. HMO shall not be lable lor any claime, damages. bsses or expenses
resultng from any injury of death of prsons, damage tq property or other form of injury
arising fiom the alleged melpractice, negligence. brch of contrac-t or other act of
Provdr gr any of Provideis employees, representatives ar agents relating in any way to
lh perforrnance r omission of any act or responsbility of Provider snder
this
Agrment.
(b)
Liebilitv of Povider- Provirjer shall nol be liable for any clams, damages, losses or
expenseg resultng frofii
deth
of injury arising from the
of HMO or any of
to the
performance or
AND
12.1
@.
12,2
Ternlrrtlo, This Agreernent:
TION
The term of ths Agreemenl commenceg upon The dete of arcceptance of this Agreement
by HMO and sha[ oontinue until terminated in accordance with Section 12-2.
{a)
(b)
(c)
(d)
shall terminate in the evnt HMO dissolves cr Provkler dissolves or

shall be temlneted upon sxty (60) days wrtten notce in the event of a material breech in
th perfornance of the terms nd conditlons of ths Agreement, which breach, upon
wrtte nolice by the non-breaching party to the party in breach, femans uncrred by the
perty n breact at the end of the sixty {60} dey ntice penlod: or
may be termnated by ether parly upon on hundred twenty (120) days aclvance writtan
nolice to lhe other prtyi or
may be lermneted by HMO immediately upon written notice to Provider in th went of
termnaton under Section 5.3: or
(e)
may be terminted by Provider as Frovide{ in Section 14.9.
Notce of terminatio shll be given n accordance with Secton 14.l of this Agreemenl.
12.t
Oblloallqa! Durlno Termlnatlrr Psrtod. ln the event lhis Agreemeot s terminaled pueunt to
(b). {c) or (e} in Section 12.2 eb,ove. Provider shal continue providing Covered Srvces to
Covered Percons throughout the ermnatign Perio'cl in accordance with ell prveling standards
of cae and applicable professional ethical canons. For purposas of this Agreernenl, 'Termination
lA/HMO/FAC{30110
6002.0
10
vntt
l--2
Filed 05/26i16 Page
1-2
of 30
APl,l300 07001
Perio" is defined to mean that period of time beginning with the date of written notic f
termination pursuant to Sections '12.2 or 14.9, and concluding with lhe Effective date of
termintion. Covered Services provdsd during the Tennination Period shell be reimbursed in
accordance with lhe terms and conditions of the Payment Manual and Exhibit A'
12.4
Post Termlnatlon. Upon termination of this Agreement, Provider shall no longer be entitled to
Oeslgmton as a Parlacpating Provider. Provider shal return ll HMO promolionel rnaterials to
HMO and take those stsps that may be reasonably required by HMO for Provider to be
disassociated from HMO including, but not limited to, notirying Provideis patts that Provider is
no longer a Partcipating Provder.
ARTICLE XIII
NON.EXCLUSIVITY
l3.t
?fovldgr. Nothng herein shall preclude Provider lrorn contracting with other health insulance
cornpanies, health maintenance organizations or other entities licensed to assume health
insurance risk.
13.2
l.!,MO. Nothing hefein shall preclude HMO from contrcting with other providers to provid
Covered Services to Covered Pergons.
ARTICLE XIV
tutscE
of this Agreement shall be made
respectively
NO
14.1
by
or
without
14.2
1g3Xg. Waiver of a breach of

any other breach of the same or
14.3
Etl qraement. This Agreement, all xhibits hereto, and the Provider Guide and
the
eyment Manual constitute the enlire Agreement betlr/een the parties with respect to the subjecl
matter hereof, and all prior and concurrnt agreenets, understandings, rpresentations and
wa:.renties, whether written or oral, in regard to the suiect retter hereof including. without
limitation, any provider sgreemgnl previously enlerd into with HMO concemng the Contracts
subject to this rdgreement by or on behalf of Provider, are hereby superceded; provided, ho/ever,
this Agreement-does not supercede any: (i) Medicare Advantage provider agreement, (ii)
provider agreement concerning TrCare bertefciaries, or (ai) eny provider agreemsnt concemng
workers' compensation. betwen lhe pefties,
14.4
l.lotles. Any notce required or permitted to be given under lhis Agreement shall be in wralng
Agreement shall not be deemed a waiver of
and shall be deemed given when delivered personally, placed in U.S. mail (postage prepaid), ot
delivered to a recognized overnht courier service for nexl day delivery (delivery charges
prepaid), nd addressd lo the ddres set forth below if to HMO or i to Provider to lhe address
set forth on the signature page of this Agreement.
Attn: Network Engagement- 5W392

Wellmark Helth Plan of lowa, lnc,
1331 Grend Avenue
Des Mones,
lA
50309-2901
Eilher paly may change sald address pursuant to notice of such change in accordance herewth.
14.5
Profesalonal.Judompqt. Provider shall exercise Provider'E independent professional judgment

i ioviOng health care services. Nothing in this Agreement shall be construed to prohibit or
otherwise restrict Provider, acting within the lawlul scope of Providefs usiness, from discussing
rA/HMO/FAC-030110
600.08
11
wm
1-2
Filed 05/26116 Page 13 of 30

k
APlt300 8t00 I ?
with a Covered Pergon th Covered Person's health sttus and medical care or trealment optlong
regardless of whether such medical cr or lreatment options are Covered Seruices.
14.6
ssverabllltv. ln the event any pfovision of this Agreement s pfohbited by or invalid under
applicablE law or determined invalid or unenforceable by a court of competent iurisdiction or any
other govemmental authority with judsdiction over the parties heeto, such provision shall be
ineffective to the xtent of such prohibition, invalirlity or unenforceabilty without invaldatng the
remainder of the provgion or the remaning provisions of this Agreernent.
14.7
Headlnq: Rrltal, The hedngs of Artcles and Sectio contsined in this Agreement ar for
rence purposl only and shall not affecl in any way the rnaning or interPfeletion of this
Agresmenl, Ths Rscitals ar a parl of this Agresmnt.
14.8
ggyElg-tg.
14.9
Amendmant. This Agreemenl, includng any Exhibits hereto, may be amended from time to
This Agreement hes besn entered rto, and s performable in pa, in Des
tvtoines, lora. This Agreement shall be construed and enforced in accordance with the hws of
the State of lowa, but withoul regard to provisions lhereof relating to conllicls of law,
trnE. gxcept as expressly slated hereinafter in this Section 14.9, no amendment will be effestive
unless duly executed n writing by HMO and Provider.
HMO shall provide written notlce to Provider regarding any proposed amendment one hundred
date of th proposed mendment (tho
t$renty (120) days in advance
Provider must, within sixty (60)
"Amendmenl Notice"). lf
to Provider, give written notice of
dys.frorrl the date the
this Agreement shall terminate at the end
termination of this
period, unless HMO gives written notice
of lne one hundred twenty (1
the date of lhe Amendment Notice thet
to the objecting Provider within
to which Provder objected. lf Provider
HMO willnot implement, as to
does not give written notice of temination of lhis Agreement to HMO within such sixty (80) daY
perigd, such amendmenl to thi Agreement wll becorne effective at the end of the one hundred
twenty (120) dey Amendment Notice period.
14.10
Thlr{.PErtv Earreflclen. This Agreement is not lhird-party beneficiary contract snd shall not in
ny respect whtsovei increase the rights of Covered Persons or any other third Party with
respect to Provider or HMO or lhe duties of each of those parties or create any rights or remedes
on behalf of Covered Persons against Provider or HftilO.
14.11
Congldsratlon: Construetlon. Provider and HMO agree that the mulual obligations contained
herein constitute consideration fol their respective obligations and thal there shall not be any
separate monetary compensation therefor. This Agreement shall nol be construd more strongly
genst any prty regardless of who was more responsible for its preparalion.
14.12
Llmlttlon of Actlon: lllelvsr of Jun Trlal. No legel or equitable action may be broughl on ?ly
clam arsng unCei ttrs Agremnt mor thn lun (2) years after the cause of aclion arose, HilO
and Provlder each nevocably walves all rlght to trll by Jury ln any actlon, proceedlng or
counterclam atFlng out of or relatlng to this Agrcement.
tA/HMO/FAC{3o1r0
6002.08
12
wm
L-2 Filed 05/26i16
Page 14 of 30
Prildil
lN WITNESS WHEREOF, HMO and Provider have entered into thisAgreement.
tW ffts'.'''"
Print Legal Name of Facillty
?o-ocg
ez
Tax ldentilication Number
587 Ftrtp A.t

Street Address
City, State and zlc

Date ol Execution by Provider
Signature
/Zn2.l/tktu-te'?Print Name of Prson
Plan of lowa, lnc.

1331
Des
lowa
David N. Southwell
Treasurer
/-48-
ate ofAcceptance by
Wdlmrk Health Phn of lowa, lnc.
tHMO/FAC.mofi0
60(12.08
13
wn
1-2 Filed 05/261L6
Page 15 of 30
ipil-oiii
EXHIBIT A
to the
Wellmark Health Plan of lowa, lnc.
Faclllty Serulce HMO Agreement
PAYMENl
The purpose of this Exhibit is to identiff the terms and conditions by which Wellmark Health Plan of lowa,
lnc. (herenafrer "HMO'), shall make payment to Provider for tovered Services fumished to Covered
Persons by Provider under a Contract. This Exhibit is an integral part of and subject to all of the terms and
conditions of the Faclty Services HMO Agreemenl ("Agreemenf') to which lhis s attached. Except as
provided herein, each of the terms defined in the Agreement shall have the sarne meanlng when used in
lhis Exhibit,
l.
Deflnltlong
Pyrnentfer
1.'l
' mens the pyment rate expressed and admnstered

"Aareste
as percentege esteblished for each Facility Provider.
1.2
'Facilily Provide" means any of the following;
{a)
a home health agency, certified to perticipate in the Medcare and/or Medicad
(b)
program;
Chapter 135 or a similar statute in
hospce,
in the Medicare program;
another
(c)
a skilled nursing
similar statute in
to lowa Code Chaptell35C or a

state;
(di
a free"standng substance abuse facility licensed pursunl to lowa Gode Chaptet

125 or a similar statute in anolher state;
(e)
an ambulatory surgical center (ASC), certiled lo perticipate n the Medicere

progre: or
{f)
an end stage renaldialysis (ESRD) fclity, certifid to paicipate in the Medicare
(g)
a psychiatric medicl insttuton for children (PMIC), licensed pursuant to low
program; or
Codo Chpter 135H or a similar slatute ln another stete.
1.3
"Mximu.ri Allowbl Fee" JMAFI for mdicel seMces and supplies meens the fes
eetablished annually by HMO based upon any one or more of the following three (3)
lements (as determined by HMO): {i} the Resource Bsed Relative Value Syetern
('RBRVSI that ncluds Relative Value Units ("RVUs') times
HMO-determined
multipliers; (ii) statsticlly derived customary charge, based upon the same service when
performed by a majority of providers with comparable skills and training within the State
of lova o as applicable, another slate; and (iii) com.mercially available fea schedules,
payment values and methods developed by HMO. Such annual resions to lhe MAF will
- be provided at-least-ninety-(90)-days-prior to the-effective dateand re not material
changs to lhis Agrement (and do not require an amendment to this Agleement).
1.4
"MEximsra Allot,abla Fgs Jar Druos" ttlAFl means the fees for therapeutc drugg
established quarterly by HMO as follows: (i) for certain CPl/tlCPCS codes (delermined
by HMO) with a published CMS Average Sale Price, Average Sale ftice tim HMOr0
6002.0s
'A/HMCFAC/\A-0301
A-1
wm
1-2 Filed 05/2611-6 Page 16 of 30

F[,'ro'ili?i
with no
determined muttiptier; (i) tor certain CPTIHCPCS ode6 (determined by HMO)
fol
price,
price
dte
median avarage wholesale
0h
9_ou1ce
u|lirro crgs everagd Sab
atl
(iii)
for
and
mutiPlers;
HMOde{ermined
HMO)
tim
determined-by
which ia
nst pply to
iernng CpflXCpCS odee, fees delermined by HMO, Tle iitFD do8
are not
Olugs uta in diagnostic-procedurs. Such qurterly revislons to the MAFE!
rafiaf changee-to thie'Agreement (end do not'requlre an
amendmenl
to
this
Agreement).
2.
Payment Arrangement
2.1
For claims incurred, Facility Providers wll paid fot Covered Services lees applicable
deductibles, oinsurance and/or copaymenl$ as follows:
end suppleg wltl be the

Home$ealth Agsnc. Payment fol medical.srulcs
iesser uid-'ctrrgb or the l'lAF. Payment for therapeutic drugs will bc the
(a)
sssr of blld charge or th MAFD.
Hosnlc, Payment for medical seviceg and supplies will be th lesser of billed
ffiarg-e o, fn fvff, Fayment for theraputc drugs will be the lesser of billed
(b)
charge or the MAFO.
(c)
regate
Payment for medical eerviDes and supplies will be

annually by HMO tirns billed
chargo.
lo submit to HMO by January 31 of
Skilled
each
percntage that is etfecttue during the

prior to such January 31 through ths
1,
Such aggregate ohatge lncrease

such
1
percantage shall be documented by the skilled nursing Facilfty Provder's Board
of Directors minutes or attested to by an oflicer of th skilled nuning-Faciliry
Povider
July
(d)
be
Fretadno Sub3tsns Abqs gilit, Peyfilent for Coveted Seruiees will
mada in accofdance w'lth th Peyment Manual.
(e)
ASC,
Payment
lor covered serViCeS will be mde in
accordnce with the
Pyfisnt Manual.
(f)
ERS Facilitv. Paymnt fof Covrsd SwicPs will be mad in accordancc wth
the Payment Manual,
(s)
Psvchitnic Medicsl tnsttutf.fof Ghjld{{l
iPryl. Paymnt-foffnedical services

e or the MAF' PaYment for
therapeut drugs will be lhe leEser of billed charge or th MAFO.
|/HMO/FACTEXa0'
002.08
I0
A-2
wlfl
Case
4:
l-6-cv-00259-JAJ-
CA
,t*'#'
I
EXHIEIT
to the
Wellmark Health Plan of lowa' lnc.
Faclllty 6evlcec HIlltI Agement
PRODUCS
The purpose of ths xhbt s to, idnlfy lhe Products to which th Welfntft Heslth Plan of low, lnc.,
Fclify Swics }tMO glreemedt {'Agemenl'} to wh,cfi *ts 9 attached applies.
{herdinahar.HlO")
infa gxnUll s integrt feft o and s{rbct te atl of ths lrms and condtions of the Agremet. xcept
as provided herein. each of the ferms deined in the Agreement shall hve th sate mening when used
an
th Exhibfi.
I
I
Te Poducts lncluded in this Agreernent 6re as tollots for servces Provided t prctclservice locatons
n loYa:
I
Hi4g,?rcqHsE
Blue Accs*s, Bfue Ghoce and glue Advantage, and the Elue Cross and Elue Sield Associatoo
Oul-of-Area Progranr {BtueCard POS}.
Unyerslty of lo.'a Ul0are and UlGrgd9aea; provded, hoever, tht freeslanding srbetance
abuse failifies and paychiatr medicl nstftrjtions for ehldren are ot ligife r itrese Products.
provided t praclcer'service localions
The Products included d fhs Agremnt

ngt lo<iated in lowa:
Produla
B{u Acess, Elue Choiceand
I
I
I
l{fll0
lrFAeX.615trf
B.-1
wftt
1-2
Filed 05/261L6 Page 1-8 of 30
ALPP lnstitute
5875 Fleur Dr
Des Moines, lA 50321
Amendment Notice
to
Facility Services HMO Agreement
October 1,2013
Notice is hereby given to ALPF lnstitute (hereinafter "Provider") that Wellmark Health Plan of lowa,
lnc. is amending the Facility Services HMO Agreement (the "Agreement") between Wellmark Health Plan
of lowa, lnc. and Provider pursuant to Section 14.9, Amendment, of the Agreement. Unless Provider
objects to the Amendment and gives written notice of termination of the Agreement to HMO in accordance
with the procedure and timeframes sei forth in Section 14.9, this Amendment will become effective for all
dates of service on and after February 1, 2014.
First Amendment
to
Wellmark Health Plan of lowa, Inc.
This First Amendment to the Wellmark Health Plan of lowa, lnc. Facility Services HMO Agreement is
entered into effective as of February 1,2014, by and between Wellmark Health Plan of lowa, lnc,,
(hereinafter'HMO") and Provider.
NOW, THEREFORE, in consideration of the mutual agreements and covenants contained herein, the
parties agree as follows:
1.
Section 1.2, "Aorae*ent," is deleted in its entirety and replaced with the following provision:
"gIggEt" means this Agreement, as amended, all Exhibits attached hereto, the Provider Guide
Jnd Payment Manual as made available to Provider, and any other documents specifically
incorporated into this Agreement by reference, The Exhibits attached to this Agreement and made
a part hereof by this reference at the time of this Amendment are as follows:
Payment Methodology
Wellmark Networks
Exhibit A:
Exhibit B:
Exhibit C:
2.
Web-Based Access
Section 1.5, "GeyeIgd Srvices." is deleted in its entirety and replaced with the following:
'CovereO ServceS'means those health care services or supplies to which a Covered Person is
entitteO pursunt to a Contract, or, HMO, pursuant to an applicable law, is required to provide the
Covered Person with benefits that are not otherwise covered under the applicable Contract.
3.
A new Section 1.9, "Network," is added to the Agreement reading as follows and the rest of Article
I is renumbered accordingly:
used by HMO in support of the Products in which the
Provider participtes as a HMO provider aS identified on Exhibit B to this Agreement.
"|lstwork' means the provider network(s)

4.
Section
ru^r^^r^
t^!r
^ ttetv't
r
1 .1
-^^J^1
1,
"ErsduU' is deleted in its entirety, renumbered 1.'12, and replaced with the following:
d^4 d4 a
Case 4:16-cv-00259-JAJ-HCA Document 1--2 Filed 05/261L6 Page L9 of 30
".PIg@g!" means a health benefit plan offered or administered by HMO that utilizes one of the
Networks identified on Exhibit B. The Products shall be listed on HMO's website, which list may
be updated or modified from time to time by HMO.
5.
Section 1.15, "!J!i!iza!io-Mana-S.emenl," is deleted in its entirety, renumbered Section'1.16, and

tutanag ' means the review and determination on prospective, concurrent and
retrospective bases of the Medical Necessity of Covered Services provided to Covered Persons
"Utilizatlon
and individuals covered by another licensee of the Blue Cross and Blue Shield Association (a "Blue
Gross and/or Blue Shield Licensee") pursuant to the terms and conditions of this Agreement.
6.
Section 2.1, Agolibililv, is deleted in its entirety and replaced with the following:
Applicabilitv. This Agreement applies to those Networks that are established or administered by
HMO as set forth on Exhibit B, as may be updated or modified by HMO from time to time.
HMO and the Provider agree that Provider will also provide health care services, as set forth in this
Agreement, for the benefit of Covered Persons enrolled in or covered by the following programs
and entities: (i) state and federal programs administered by HMO; (ii) any Blue Cross and/or Blue
Shield Licensee; and (iii) HMO's Affiliates,
Providers shall be able to obtain information on HMO's website (www.Wellmark.csm) describing

benefits for each Product.
7
Section 6.6, Health Manaqement, is amended by deleting the first paragraph and replacing it with
the following:
Health Manaoement. The Utilization Management and Quality lmprovement programs shall be set
forth in the Provider Guide. Provider shall cooperate in carrying out all duties specified in the
Utilization Management and Quality lmprovement programs consistent with applicable Contracts.
Section 6.7, lnfonnation Requests, is deleted in its entirety and replaced with the followingl
lnformation Resuestq. Provider shall furnish information as requested, in accordance with

relevant state and federal laws, including, but not limited to, the medical records of Covered
Persons and Health Plan Employer Data and lnformation Set reporting, to support HMO quality
initiatives and performance, Ownership of all such information (except for the medical records)
shall vest exclusively in HMO. Provider shall obtain from the Covered Persons any consents and
authorizations necessary in order to provide such records and information to HMO.
o
Section 7.2,
and replaced with the following:
is deleted in its entirety
Seneft Difierentials. Ll*itsd Hetworke and lncentive Praorsrs. Benefts under Contracts,
including Covered Persons' copayments, deductibles, andlor coinsurance amounts, may vary
between Contracts and change from time to time. HMO or a sponsor of a group health plan
administered by HMO may establish incentives in the Contracts for Covered Persons to receive
_CgvqreC,S-qryiqeg from Fafl-cjpating-Prqyidqrs or-f1or1
a limited netryqLqr-olh9r-go-upig-9f
articipating Providers. HMO may utilize networks limited to eligible Participating Providers with
financial or other incentive programs for Covered Persons to use the services of providers
contracting with HMO other than Provider. Provider may not be eligible for such networks and
programs, and such networks and programs may not be offered to all Participating Providers
(inciuding Provider). Such networks and programs may include, but are not limited to: networks
limited to eligible providers; networks designed for a specific plan sponsor of a group health plan;
programs for specialty Covered Services; variances among copayments, deductibles andlor
l--2
Filed 05/26116 Page 20 of 30
coinsurance; varying payment arrangements among providers; provider training/coaching

programs; and programs that attempt to support the improvement of the quality of Covered
Services (participaton in which programs may be publicly disclosed, as well as the levels achieved
in such programs).
10.
Section 8,2, Source of Pavment, a new second full paragraph is added to the Agreement reading
as follows:
ln the event the plan sponsor of a self-funded group health plan administered by HMO becomes
insolvent or refuses to provide adequate funds to HMO for the payment of claims, Provider may
seek payment for such claims directly from the self-funded group health plan sponsor or the
Covered Person. Provider agrees that should the plan sponsor of a self-funded group health plan
become insolvent or fail to remit adequate funds for payment of such claims HMO shall have no
obligation to make payment to Provider for such claims and that Provider's sole recourse shall be
against the self-funded group health plan sponsor or the Covered Person.
11
Section 8.4, Claims Fifinq and Claims Adiustmentg, is deleted in its entirety and replaced with the
following:
Claime Filino and Claims Adiuslments. Provider shall submit claims on behalf of Covered
Persons in a manner and format acceptable to HMO and as prescribed from time to time by HMO.
Claims shall be submitted by electronic means in standard electronic formats acceptable to HMO
when feasible under the circumstances.
For Provider to be paid for Covered Services furnished to a Covered Person, the claim for such
Covered Services must be received by HMO within one hundred eighty (180) days immediately
following: (i) the date the Covered Service was furnished to the Covered Person when HMO is the
primary payor, or (i) if HMO is the secondary payor, the date of the primary payor's explanation of
benefits (or if the primary payor does not issue an explanation of benefits, then the date of the
primary payor's remittance advice). HMO may extend the one hundred eighty (180) day time period
for a reasonable period, on a case-by-case basis, if Provider provides written notice to HMO, along
with appropriate evidence (as determined by HMO), of circumstances reasonably beyond
Provider's control (as determined by HMO) that resulted in the delayed submission. Provider shall
not bill Covered Persons for Covered Services associated with any claim Provider fails to submit
within such one hundred eighty (180) day period.
lf, under this Agreement or any of its Exhibits, it is determined that HMO has made payment to
Provider in error, HMO may deduct from future payments due to Provider amounls equal to the
amount of payment or payments made in error or may recover payments directly from Provider for
such payment or payments made in error; provided, however, that HMO may not initiate deductions
from future payments due to Provider or initiate efforts to recover payments directly from Frovider
with respect to a claim more than eighteen (18) months after the date of HMO's original remittance
advice with respect to such claim, except that no such time limitwill apply to HMO's recovery efforts:
(i) based on HMO's reasonable belief of fraud or other intentional misconduct, (ii) required by a
self-insured employer or group sponsor, or (iii) required by a state or federal government program.
lf Provider asserts a claim for an underpayment, HMO may defend or set off such claim based on
payments made in enor to Provider, and may go back in time as far as the claimed underpayment.
lf it is determined by HMO that an underpayment has been made to Provider, HMO will make a
-payment adjustment in that'amount to Provider;-provided;however;thalHMO shall not-make-apayment adjustment with respect to a claim unless HMO becomes aware of such underpayment
within eighteen (18) months from the date of HMO's original remittance advice with respect to such
claim.
12
A new Section 8.6, Claims Encsunter Data, is added to the Agreement and the rest of Article 8 is
renumbered accordingly.
Case 4:16-cv-00259-JAJ-l'lCA Document
l,-2
Filed 05/2611-6 Page 2L of 30
Claims Encountsr Data. Provder shall: (a) furnish on request all information reasonably required
@etheprovisionofCoveredServices;and(b)notchargeWellmarkora
with Wellmarkis
Covered Person
for any expenses
associated with Provider's compliance
requirements for information to enable Wellmark to process claims'

13.
Section 9.'1, Use of Provide/s Name and Other ldentifvinq Data, is deleted in its entirety and
Use of Provider'e Name and Other ldentlfvlno Dala, HMO shall have the right to use Provider's
rningProviderforthepurpoSesofpublishingonlineorprinted
Participating Provider'directories, marketing, informing Covered Persons of the identity of the

Products, Nltworks, and Participating Providers, and as necessary to carry out the terms of this
Agreement. HMO shall have the right to publish or othenvise disseminate ratings, recognition
piograms, and performance data related to Provider that may be provided by Govered Persons or
lnay Ue the result of a Blue Cross and Blue Shield Association program, a national, regional, state,
or local program, or as determined by HMO from time to time. Provider shall have the right to
review marketing materials prepared by HMO that specifically reference Provider and may request
revision to the xtent Provider reasonably believes such marketing materials are inaccurate,
incomplete or carry a material risk of liability for Provider. Except as otheruvise provided in this
Section 9.'1 , nothing herein shall permit HMO to use any symbols, service marks, trademarks or
trade names of Provider without the written approval of Provider.
14.
Section 10.1, Froduct ata, second full paragraph, is deleted and replaced with the following:
To the extent permitted by law, HMO reserves the right to disclose (during the term and after
termination of this Agreement) information derived from the Provider Specific Product Data to
persons, including, but not limited to, a current or prospective Covered Person, a current or
prospective employer or sponsor of a group health benefit plan, an auditor or health care consultant
of a current or piosective employer or sponsor, providers participating in HMO's Accountable Care
Organization ("lCO") program or other programs sponsored by HMO, or other persons for
peimissible purposes. Such information may explicitly or implicitly identify Provider and include,
but not be limited to, actual or projected payment levels made to Provider'
15.
Section 10.4, Release of lnfcrmation, is deleted in its entirety and replaced with the followingr
laformatlon. Provider agrees that: (i) all information provided to HMO by Provider, or
tFnemva-binO Oy HMO in connection with Provider's application for participation.or
pursuant to Quality lmprovement review, peer review, Utilization Management review, provider
Retease of
rofiling or other review or audit of Provider's practice conducted by or on behalf of HMO, may be
ieleased or disclosed to: (a) HMO's Affiliates; (b) the contact person designated by Provider
pursuant to Section 6.4 of this Agreement; or (c) a provider participating in the HMO ACO program
or other programs sponsored bt HMO in which Provider participates. Provider shall, if requested
by-HMO, complete HMO's standard confidentiality/hold harmless agreement preceding the release
to Provider of the information contemplated by this Section,
16.
A new Section 10.6, Websits Access, is added to the Agreement reading as follows:
Website Acess. H_tvlO mqy provide Provider with secured access to HMO's website or web-based
pcations r provider to obtain information regarding eligibility and claims for Covered Persons
oi ior the purpose of self service. lf Provider or a third Barty acting on Provider's behalf accesses
such websites or information, Provider is subject to and agrees to all security restrictions and user
requirements imposed by HMO, as more fully described in Exhibit C to this Agreement and in the
applicable Terms and Conditions posted at HMO's website (www.Wellmark.com).
17
A new Sectio n 10.7, tonlldental lnformation, is added to the Agreement reading as follows:
L-2
Filed 05i26/16 Page 22 of 30
Gonfidential lnformation. ln addition to the confidentiality provisions set forth elsewhere in this
@9reethatallfinancialtermsandconditionsofthisAgreementare
prier,
or agents, nor HMO shall disclose such terms and
its employees
cnfidentia[and nither
conditions wilhout the prior written conseni of the other party to this Agreement. ln the event lhat
either party, or any of iis representatives, is requested or required in legal proceedings to disclose
the financial terms or condiiions of this Agreement, consent is not required; however, the disclosing
party shall provide the other party with piompt written notice of any such request or requirement.to
ihe xtent feasible under the circumsiances. The form of agreement, without specific provider
identifiable or payment information, is not confidential.
provider shall maintain the confidentiality of fee schedules, payment arrangements, payment
manuals, enrollnnent information, utilization data, quality management programs, and credentialing
criteria. Provider shall not disclose such information to any third party without the prior written
consent of HMO.
Such confidentiality shall be maintained to prevent unauthorized disclosure and to operate in
accordance with applicable laws, This provision shall survive the termination of this
Agreement. Nothing in this Section or in this Agreement is intended-to prohibit Provider from
di-sclosing to Covere Persons information about tis Agreement or the Covered Person's benefits
tnat mayffect the health or decisions regarding the health of such Covered Persons.
18.
Section 12.2(cl, Tenination, is revised to read as follows:
(c)
19.
may be terminated by either party with or without cause upon one hundred twenty (120)
days advance written notice to the other party; or
Section 14.4, Notics, is deleted and replaced with the following:
Nstices. Any notice required or permitted to be given under this Agreement shall be in writing and
given when d'elivered personlly, placed in the U.S. mail (postage prepaid)'
;h"ll be deemed
delivered to a recolnized courier service ior deliveiy (delivery charges prepaid), or transmitted. by
electronic means a-nd addressed to the last address furnished to the other party in writing. Unll
another address is furnished in writing, notice to HMO may be addressed to the address set forth
below and notice to Provider may beddressed to the address set forth on the signature page of
this Agreement.
Aftn: Network Engagemenl - 5W392

1331 Grand Avenue

Em ail : Provideronlrstinq@wellrnark,co
24.
Section 14.9, Amendment, is deleted and replaced with the following:
mendment. This Agreement may be amended from time to time. Except as _expressly.stated in
ili}m'ent or heleinafter in tis Section 14.9, no amendment will be effective unless duly
elrecrlted in ryriting by HMO and Provider.
HMO shall provide written notice to Provider regarding any proposed amendment ninety (90) days
in advance of the stated effective date of the pioposed amendment (the "Amendment Notice"). lf
provider objects to the amendment, Provider must, within sixty (60) days from the date the
Amendment Notice was given to Provider, give written notice of termination of this Agreement to
HMO. ln such event, thiJAgreement shall terminate at the end of the ninety (90) day Am.endment
Notice period, unless HMO lives written notice to the objecting Provider within sixty-five (65) days
1-2 Filed 05/26i1_6
Page 23 of 30
of the date of the Amendment Notice that HMO will not implement, as to Provider, the amendment
to which Provider objected. lf Provider does not give written notice of termination of this Agreement
to HMO within such sixty (60) day period, such amendment to this Agreement will become effective
at the end of the ninety (90) day Amendment Notice period.
21
A new Section 14.12, Survival, is added to the Agreement reading as follows and the rest of Article
14 is renumbered accordingly.
Survival, The requirements contained in this Agreement that contemplate continued obligations of
one or both of the parties, including, but not limited to, Sections 9.1, 10.1, 10.2, 10.5, 10.6, 10.7,
11,1,11.2,12.4,14.8,14.12, and'14.13, and the confidentiality and indemnifcation requirements
under Exhibit C, shall survive any termination of this Agreement.
22.
Exhibit A, Pavment, to this Agreement is deleted in its entirety and replaced with the attached
Exhibit A, Pavment Methodoloov.
23.
Exhibit B, Products, to this Agreement is deleted in its entirety and replaced with the attached
Exhibit B, Wellmark Networks
24.
This Amendment is effective with dates of service on February 1,2014, and after.
25.
Any Web-based applications access agreement currently in effect between Provider and HMO is
superseded by this Amendment and the attached Exhibit C; Provider's web access continues in
accordance with the terms of the Agreement.
26.
Except as amended by this First Amendment, all other terms and conditions of the Agreement
remain in full force and effect.
lN WITNESS WHEREOF, HMO has issued and executed this First Amendment as of October 1, 2013. No
execution by Provider is required,
Wellmark Health Plan of lowa, lnc,
By:
Laura
Executive Vice Presdent, Wellmark, lnc.
l--2
Filed 05/26116 Page 24 of 30
EXHIBIT A
to the
Wellmark Health Plan of lowa, Inc.
Faeility Services HMO Agreement
PAYMENT METHODOLOGY
The purpose of this Exhibit is to identify the terms and conditions by which HMO shall make payment to
Provider for Covered Services under this Agreement. This Exhibit is an integral part of and subject to all of
the terms and conditions of the Agreement. Except as provided herein, each of the terms defined in the
Agreement shall have the same meaning when used in this Exhibit.
1.
Definitions
1.1
"Facifilv Prsyider" means any of the following:
(a)
a home health agency, certfied to particpate in the Medicare and/or Medicaid

program;
(b)
a hospice, licensed pursuant to lowa Code Chapter 135 or a similar statute
(c)
a skilled nursing facility, licensed pursuant to lowa Code Chapter 135C or a

similar statute in another state;
(d)
a free-standing substance abuse facility licensed pursuant to lowa Code Chapter

125 or a similar statute in another state;
(e)
an ambulatory surgical center (ASC), certified to participate in the
in
another state, and certified to participate in the Medicare program;
Medicare
program; or
(f)
an end stage renal dialysis (ESRD) facility, certified to participate ln the Medicare
program; or
(S)
a psychiatric medical institution for children (PMIC), licensed pursuant to lowa

Code Chapter 135H or a similar statute in another state.
1.2''@formedicalservicesandsuppliesmeansthefees
established annually by HMO based upon any one or more of the following three (3)
elements (as determined by HMO): () the Resource Based Relative Value System
("RBRVS") that includes Relative Value Units ("RVUs") times HMO-determined multipliers;
(ii) statistically derived customary charge, based upon the same service when performed
by a majority of providers with comparable skills and training within the State of lowa or, as
applicable, another slate; and (iii) commercially available fee schedules, payment values
and methods developed by HMO. Such annual revisions to the MAF will be provided or
made available at least ninety (90) days prior to the effective date, and are not material
changes to this Agreement (and do not requre an amendment to this Agreement).
1.3
"axmum Ato,wale
meaos-.the lees lo-tl1eapeutjc- Qrggs
estUlisfreO quarterly by HMO as follows: (i) for certain CPT/HCPCS codes (determined by
HMO) with a published CMS Average Sale Price, Average Sale Price times HMOdetermined multipliers; (ii) for certain CPTIHCPCS codes (determined by HMO) with no
published CMS Average Sale Price, median average wholesale price (the data source for
which is determined by HMO) times HMO-determined multipliers; and (iii) for all remaining
CPT/HCPCS codes, fees determined by HMO. The MAFD does not apply to drugs used
1-2
Filed
05/26li.6 page 25 of 30
in diagnostic procedures. Such quarterly revisions to the MAFD are not material changes
to this Agreement (and do not require an amendment to this Agreement).
2,
Payment Arrangement
2.1
For claims incurred, Facility Providers will be paid for Covered Services less applicable
deductibles, coinsurance and/or copayments as described in this Section. All payments to
Provider are subject to the payment terms set forth on the secured provider section of
HMO's website (www.Wellmark.csm ) , the Provider Guide, and the Payment Manual. HMO
may eslablish and change from time to time the MAF and the MAFD for each Network
described in Exhibit B.
(a)
HomeHealthAqsncv. Paymentformedical servicesandsuppleswill bethelesser

of billed charge or the MAF. Payment for lherapeutic drugs will be the lesser of
billed charge or the MAFD.
(b)
Hosoice. Payment for medical services and supplies will be the lesser of billed
charge or the MAF. Payment for therapeutic drugs will be the lesser of billed
charge or the MAFD,
(c)
$killgd Nursinq Faeilitv. Payment for Covered Services will be made in accordance
with the Payment Manual.
(d)
Freestsndinq Substance Abuse Facilitv, Payment for Covered Services will be

made in accordance with the Payment Manual.
(e)
ASC. Payment for Covered Services will be made in accordance with the
Payment Manual.
(f)
ESR Facilitv. Payment for Covered Services will be made in accordance with
the Payment Manual.
(s)
Psvchatric Medical lnstitution for Children {P4!q}. Payment for medical services
and supplies will be the lesserof billed charge orthe MAF. Payment fortherapeutic
drugs will be the lesser of billed charge or the MAFD.
rA/H MO/FAC/EXA -1 001 20 13
A-2
wm
l--2
Filed 05/26116 Page 26 of 30
EXHIBIT B
to the
WELLMARK NETWORKS
The purpose of this Exhibt is to identify the Networks to which this Agreement applies. This Exhibit is an
integral part of and subject to all of the terms and conditions of the Agreement. Except as prorrided herein,
eac of ihe terms defined in the Agreement shall have the same meaning when used in this Exhibit. Nonmaterial changes to this Exhibit B may be made from time to time by HMO without amendment of the
Agreement or tfrs Exhbit. Non-material changes include, but are not limited to, changes to the names of
Networks or Products or the features of the Products.
This Agreement applies to all POS and HMO Networks for all POS and HMO Products, including, but not
limited to, the following
Pointof Service {POS} Network

Any Ntwork lhat is used to support POS Products including, but not limited to, Blue Choice and
the Blue Cross and Blue Shield Association Out-of-Area program (BlueCard POS). The POS
Network may be referred to as Wellmark Blue POSSM.
Health Maintenance Oraanization fHMO) Network
Any Network tha,t is used to support HMO Products, including, but not limited to, Blue Access, Blue
Advantage, and University of lowa UlGradCare. The HMO Network may be referred to as Wellmark
Blue HMOSM,
tA/H MO/FACIEXB-1 00 1 20 I 3
B-1
wm
1-2 Filed 05/26/L6 Page 27 of 30
EXHIBIT G
to the
WEB.BASED AGCESS
The purpose of this Exhibit is to identify the terms and conditions by which HMO may provide Provider with
secured access to HMO's website or web-based applications maintained by HMO or on HMO's behalf by
its designee for the purpose of self service or for Provider to obtain information regarding eligibility and
claims for Covered Persons. This Exhibit is an integral part of and subject to all of the terms and conditions
of the Agreement. Except as provided herein, each of the terms defined in the Agreement shall have the
same meaning when used in this Exhibit. Non-material changes to this Exhibt C may be made from time
to time by HMO without amendment of the Agreement or this Exhibit.
'1
This Exhibit applies to access made available by HMO to a Wellmark.com interactive web
application and all information to which a party using such application (hereinafter described as
"User") may have access by utilizing Personal ldentification Number(s) ("PlNs") andlor Security
Password(s) provided by HMO. Provider shall identify and name a "Designated Security
Coordinator" ('DSC") who shall act as Provider's contact person for receipt of notices or other
information from HMO pertaining to this web-based access. The requirements regarding the
designation and role of the DSC are further defined in the Terms and Conditions posted at HMO's
website (Wtrvw.Wellrnark^com ).
2.
Provider, on behalf of itself and its Users and other authorized designees, hereby (1) accepts and
agrees to the Terms and Conditions, including, but not limited to, audit rights and confidentiality
obligations, posted at HMO's website (www.Wellmark.com); (2) agrees to ensure that its Users and
any other authorized designees will abide by the Terms and Conditions; and (3) agrees to be
responsible for any of the financial obligations of Users or other authorized designees arising under
the Terms and Conditions or HMO's security provisions related to accessing any information on
HMO's interactive web application (www,Wellmark.com) or other information on a system of
records maintained by or on behalf of HMO.
3.
Provider agrees to indemnify and hold HMO harmless for any loss, cost, or expense including but
not limited to reasonable attorney's fees related to the improper use of Wellmark.com, improper
access to confidential information contained therein, the inappropriate release of any confidential
information to any unauthorized individuals or entities, or other breach of this Exhibit C by Provider
or User. Nothing in this Section 3 eliminates or reduces any other rights of indemnity (including
any common law rights) the parties may have in connection with the Agreement.
I/HMO/FAC/EXC
-1 00 I
20
c-1
wm
1-2 Filed 05/26i16
Page 28 of 30
ALPP lnstitute
5875 Fleur Dr
Amendment Notice
to

August 22,2014
Notice is hereby given to ALPP lnstitute (hereinafter "Provide/') that Wellmark Health Plan of
lowa, lnc., (hereinafter'HMO") is amending the Facility Services HMO Agreement (the "Agreement")
between Wellmark Health Plan of lowa, lnc.,and Provider pursuant to Section 14.9, Amendment, of the
Agreement to add the Wellmark Blue Rewards POSSM Network Exhibit. Unless Provider objects to the
Amendment in accordance with the procedure and timeframes set forth in Section 14.9, this Amendment
is entered into and will become effective for all dates of service on and after January 1,2015. Except as
provided herein, all other terms and conditions of the Agreement remain in full force and effect.
lN WITNESS WHEREOF, HMO has issued and executed this Amendment to be effective January 1,
20f 5, No execution by Provider is required.
By:
Executive
President, Health Care lnnovation & Business Development
Wellmark Blue Rewards
POSSM
Network Exhibit
to
The purpose of this Exhibit is to set forth the terms and conditions by which Provider shall participate in
the Wellmark Blue Rewards POS network. This Exhibit is an integral part of and subject to all of the
terms and conditions of the Agreement and is incorporated by this reference. Except as provided herein,
each of the terms defined in the Agreement shall have the same meaning when used in this Exhibit. Nonmaterial changes to this Exhibit may be made from time to time by Wellmark without amendment of the
Agreement or this Exhibit.
1
Wellmark Blue Rewards POS Network.

Provider shall participate as a preferred tier
in-network Provider in the Wellmark Blue Rewards
POS network.
2.
Favment to Provider.
For claims incurred by Covered Persons enrolled in a Wellmark Blue RewardssM plan, Provider
will be paid for Covered Services, less applicable deductibles, coinsurance and copayments, at
two percent (2%) less than the applicable Wellmark Health Plan of lowa MAF, MAFD, base rate,
per diem, or percentage of charge. 3
Termination of Wellmark Blue Rewards POS Netwoik Prticioation.

This Exhibit shall become effective as of the date of execution or acceptance by Wellmark and
this Exhibit shall continue until either (i) the entire Agreement is terminated in accordance with
Section 12.2 af the Agreement, or (ii) at any time after December 31,2A15, either party elects to
terminate only this Exhibit upon one hundred twenty (120) days advance written notice to the
other party, in which event the
Agreement
AMENDMENT NOTICE IA/HMO/FAC/WM BLUE REWARDS EXHIBIT-06302014
will not
terminate.
wm
wellmark.@V #
1-2 Filed 05/261L6
Page 29 of 30
unitvPointHealth
tlt ll0e.
rgtflx ffio
August 22,2A14
Re:
lnvitation to participate in Wellmark Blue Rewards POSSM network
Dear Provder:
Wellmark is excited to collaborate with UnityPoint Health and Hy-Vee, lnc. to launch three new
health plans with a tiered network design to meet the changing needs of our members. The
new Wellmark Blue RewardssM plans and the Wellmark Blue Rewards POS network build on
the strength of the Wellmark Health Plan of lowa point of service (POS) (Wellmark Blue
POS'M) network, in which you already participate. We hope that you will choose to participate
in this new tiered network as a tier 1 in-network provider. We believe this arrangement will
open the doors for you to new patients while ensuring that current patients who transition to
these new plans will continue to see you for the care and attention they have come to expect.
Wellmark will introduce these new plans to individuals and small group employers later this
year to help our customers take advantage of this new tiered network. These plans integrate
the coordinated care of the UnityPoint Health provider network combined with the retail
convenience of Hy-Vee's pharmacy, wellness and dietitian services
an affordable
- allthein enclosed
health insurance option from Wellmark Health Plan of lowa. Please see
fact
sheet for more information about these plans.
For your convenience, we have enclosed an Amendment Notice to your current Wellmark
Health Plan of lowa, lnc. Facility Services HMO Agreement to be effective for dates of service
January 1,2015, and after. This amendment adds you to the preferred in-network tier for the
Wellmark Blue Rewards POS plans and revises the payment rates for serving members
enrolled in the Blue Rewards plans. Please see the enclosed Amendment Notice for more
details. lf you accept the amendment, no action ie reorired and your signature on the
amendment is not required.
_ lf you have_quesjions, please_contac!yoqr Nelw_ok Egagelnqt businesg pqlner from the list
below:
't331 Grand
Avenue
PO Box
9232
Des Mones, lowa 50306.9232
Weflmark"mm
FACILITY HIUO
wenmark"@V #
1-2 Filed 05/261L6 Page 30 of 30
unitv?ointnealth
tltt["O"*
Bobbi Bentz
[email protected]
51 5-376-5375
Kathy Johnson
JohnsonKJ@wellmark. com
605-373-7249
Ellen Myers
[email protected]
Nicky Cooney
Nat Kongtahworn
[email protected]
Deb Wilcke
[email protected]
515-376-5562
CooneyN [email protected]
515-376-5037
515-376-5362
515-3764760
lf you elect not to participate and reject the amendment, your Wellmark provider services
agreement will continue unchanged and you must send written notice within sixty (60) days of
the date of this letter to:
Health Networks
Wellmark, lnc.
Mailstop 5W364
l33l Grand Avenue
Des Moines, lowa 50309
[email protected]
We value your continued participation as a network provider and hope that you continue
serving our members as a provider in the Wellmark Blue Rewards POS network.
Sincerely,
tp
t/,r^
4*""
f|r,r=- *"fry
Laura Jackson
Wellmark Executive Vice President,
Kevin Vermeer
Sheila Laing
Health Care lnnovation & Business
UnityPoint Helth Executive Vice
Hy-Vee Senior Vice President,
Development
President and Chief Slrategy Offcer
Health and Wellness Solutons
l:t.al Greno AVenUe I fU
OX
92
I UeS MOleS. luwa CJUo-9J I lrclllt^-urll
1-3 Filed 05/2611-6 Page 1 of 2
EXITIBIT C
1-3 Filed 05/26i16
Page 2 of 2
EXHIBIT 2
Wellmark Precertification and Continued Stay
Revi ew P rocess
For St. Gregory's
Prior to admission, call Wellmark at (800)552-3 993. At the first ptompt it will ask if it is a
if you know the person's extension, so please press 2 for provider; then it
will ask if you are calling about claims, eligibility, benefits or for all other inquiries, so please
press 2 for all other inguiries; and then it will ask if you are calling about authorization for outpatent diagnostic imaging, disoharge notifications, or all orer pre-certifications, so please press
3 for all other pre-certifications. Therefore to pre-certi! an admission St, Gregory's should dial
(800) 552-3993 and then press 2,2,3 and that will get you to the Triage specialists.
St. Gregory's will need to provide
o Patient inforrnation (First Name, Last Name, Date of Birth)
o Leyel ofService beingrequested
o Patientdiagnosis
o Anticipated Admission date
o Anticipated Length of Stay
You will be transferred to a nuse to complete the Precetification process, The nurse will ask
questions regarding the clinical status of thc patient, and utilize InterQual criteria to complete a
medical necessity review. A medical necessity review is not a guarantee of paymenl or coverage
rather is procsss to obtain clinical information for the review,
'Wellmark
will ufilize InterQual criteria for evaluation of all levels of care (Acute, Residential,
Partial Hospitalization and Intensive Outpatient).
If medical necessity is met for the admission, the nurse will authorize a specific number of days.
If medical necessiti is not met for the admission, ths information will be forwarded to the
Medical Director for review. A decision will be communicated to St. Gregory's following this
review.
member, provider, or
r
r
.
r
If additional days are needed at the end of the authorized period, St. Gregory's will need to
provide Wellmark with updated clinical information I -2 days prior to the end date for a continued
stay review to be completed. (Nurse will make outreach call to you or you can call (800)552-3993
to complete this). InterQual criteria will be utilized to determine medical necessity,
This process will continue until patient is discharged and/or medical necessity criteria is no longer
met.
-llellmark
will request medical records-for cases-to,support how
many, days
-we-determined-were,-
medically necssary, veri$ the information collected during the pre-certification process is
appropriate, and the services billed are consistent with the services precertified. We will
perform post pay review on I 00 percent ofthe cases for the first 90 days following
implementation of this process and thon move to a sample of clairns on a quarterly basis if no
issues are identified during the first 90 days.
1-4 Filed 05/26116 Page L of 2
EXT{IBIT I}
wellmar*
l.dcoctctrl L,.gs3c
lliue SlilL d
Filed
05/26lL6 Page 2 of 2
@V
t{ellmark Blue Cross Blue Sh'nH olloa

Wllm.rh Heallh Plnd lowa, lnc.
n
i--4
ol tl c gue Cra5s nt
^!,sr(':,ry
November 20,2415
St Gregory Retreat Centers lnc
\t ")i:G\.t vlg
b[
Nov 2
2015
5875 Fleur Dr
Member lD
Provider Name(s): Charles V Wadle
Type of Service: Partial Hospitalization
Place of Service: St Gregory Relreat Centers lnc
Service Date(S): 11121nA15 b 12J0112O'15
Reference Number:
REDACTED
Dear
We have received a rquest for precertfication of the Partial Hospitalization program at lhe facility identified
above on 11120120'15.
Precertification is the process by which, prior to your admission, we evaluate the medical necessity of your
proposed treatment and the number of days required to treat your condition.
We have reviewed the clinical inforrnation submitted with the precertfication request and determined that the
treatment is medically necessary. Therelore, we have approved your planned Partial Hospitaliztion lreatrnent
at St Gregory Retreai Centers lnc for 7 Partial Hospilalization days for dates of service 1121t2015
12tO112015.
lf your coverage should change before the service is received, you should conlact Wellmark for benefit and
member verfication.
IMPORTANT: This precertification approval is not a guarantee of benefits, Wellmark may conduct a
post-service review of medioal records to conflrm the iEcords document the services subJect lo the approved
document that
recertification reqlost.
-been The medical records alse must support the level of service billed and
provided by the appropriate parsonnel with lhe approprete level of supervision. lf you
ihe services hava
continue to receive treatment beyond the last dy crtified, you or your provider must contact us for an
exlension. Addtonal clinical nfrmation must b provided to us to consider the extension. You will be
notlfied of our determination. Fallure to obtain an extension of certlication could result in claims processing
delays or denial of benefits.
lf you have any questions, please conlact our customer service at the number locatEd on ),our health card.
Sincerely,
Weflmark Health and Care Management
UMr37 lO/ztr5
L-5 Filed 05/2611-6 Page L of 4
EXIIIBIT E
Case 4:16-cv-00259-JAJ-HCA Document 1--5 Filed 051261L6 Page 2 ot 4
Key
6
UR gall for
llutlrorization
Un fax of reeords for.uthorization
B Ctam submission
(Relsend medieal reeords

Claim reception
Clrim pamrent
Ilgnial
:':
(? of
for nedical records)
PCR f,gpOft
(announcins fortrrconing pannent)
t,a Sru lefter

ftouinecteck)
1-5
201 5
August
July
September
so
IDTOXI PI{P
o
I
I
l
l
t
;
i
l
:
c.l
F
LN
f\
{J+
&
Case 4:16-GV-00259-JAJ-HCA Document
L-5
201 6
Februa ry
January
DTOX
ar
PHP
l
-r-
ls-f
*-l
t1
March
ta
i""
April
l!_
i
11,000
herd by !'JM stu
s45,900
i
I
i
:
rl
t/trrrtl
1.--
r ---
':_,! r
|
aJ
or
f's
il ,lt

St. Gregory Retreat Center v. Wellmark Complaint

Uploaded by

Copyright:

Available Formats

St. Gregory Retreat Center v. Wellmark Complaint

Uploaded by

Document Information

Copyright

Available Formats

Share this document

Share or Embed Document

Sharing Options

Did you find this document useful?

Is this content inappropriate?

Copyright:

Available Formats

St. Gregory Retreat Center v. Wellmark Complaint

Uploaded by

Copyright:

Available Formats

Case 4:16-cv-00259-JAJ-HCA Document

Filed 05/2611-6 Page

In Tnn UNrrun Srarns Drsrnrcr Counr

Wellmar Inc. d/b/a \ilellmark Blue

and Recovery Laboratory Services, Inc.

("RLS"), (collectively "Plaintiffs"), through its undersigned counsel, hereby alleges

NATURE OF TIIE CASE

i961, et seq. (Racketeer Influenced and Comrpt Organizations

g 706A.2 (Iowa Ongoing

Criminal Conduct Statute), and29 U.S.C. $ 1001, ef

(ERISA). Plaintiffs St. Gregory and ALPP are substance

abuse treatment providers located

Case 4:1-6-cv-00259-JAJ-HCA Document

Filed 05/26116 Page 2 of 53

likely to abuse and end up in jail

The medical records of Plaintiffs' patients almost universally reveal long-term

oiten resulting in the patient eventually being incarcerated at taxpayer expense.

Many of Plaintiffs' patients have Wellmark health insurance plans. Prior to

In fact, Defendants conducted

post-service medical necessity review of 98

Case 4:16-cv-00259-JAJ-HCA Document

Filed 05126116 Page 3 of 53

According to this fraudulent post-service medical necessity review,

would have this Court believe

every sngle patent

ncludng hundreds of ndvduIs incrcerted s result of substnce use crmes-would

Based on this argument, Wellmark has now withheld millions of dollars in

payments that it contractually owes

Plaintiffs. In some instances, Wellmark has already been

Defendants' actions threaten the very existence of Plaintiffs' businesses, risking

began implementing a scheme to

limit'Wellmark's future exposure and to recover on the loss

Case 4:16-cv-00259-JAJ-HCA Document 1- Filed 05126fl,6 Page 4 of 53

Plaintiffs' patients, on August 25, Defendants announced

policy change that eliminated the

illegitimately withhold Plaintiffs' money.

The post-service reviews Defendants Fay and Robles conducted purported to

medical necessity determinations-had previously determined that the requirements of medical

Defendants proceeded to use the results of these fraudulent post-service reviews

Case 4:16-cv-00259-JAJ-HCA Document

Filed 051261L6 Page 5 of 53

last eighteen months--constituting hundreds of additional claims. Based on these calculations,

payment on Plaintiffs' other claims.

In sum, Defendants have now demanded and forcefully withheld millions of

beliei the fraudulent

scheme described herein was

orcheskated, directed, and overseen by higher-up Wellmark employees who supervise

identi$ all of the

be revealed through discovery.

On information and belief, the Wellmark employees involved in the schemes to

positions within Wellmak.

Case 4:16-cv-00259-JAJ-HCA Document

Filed 05/2611-6 Page 6 of 53

intervention, they will continue to conduct the affairs of

through acts of fraud and

with its princal place of business in Omaha, Nebraska.

by the lowa Division of Insurance.

Defendant Wellmark Health Plan of lowa, Inc. is a corporation duly organized

Case 4:L6-cv-00259-JAJ-HCA Document

Filed 05/261L6 Page 7 of 53