Contract Request Form

Applicability: This Form must be submitted when Sutter Health or any Sutter Health Affiliate (each, an “Affiliate”) (collectively, “Sutter”) engages the Office of the General Counsel (OGC) for assistance in entering into, renewing, amending, or terminating a network contract (downstream/RBO).

Timing of Submission: The form must be submitted at least 60 days prior to the effective date of the contract, renewal or amendment. Depending on the scope of the transaction, 90-120 days may be required. (May not always apply because of negotiations)

Pre-engagement Conference: An initial meeting between OGC and the business owner (or designee) of the contract will be required prior to OGC initiating work. This meeting will be scheduled by OGC upon receipt of this form. (Doesn’t have to be first, could be simultaneously scheduled)

Please describe in 3 to 4 sentences the purpose of this agreement. State particular concerns and state purpose of request vs. the purpose of the agreement. Why are you engaging OGC? For example, assistance with redlines language from vendor/provider. Provide history to OGC to understand the request completely.

1. Legal Name of Affiliate/Entity, including DBA if any (e.g., Sutter Health Plan, Sutter Medical Foundation, etc):

2. Legal Name of Other Party:

3. What type of License does the Other Party hold, if any, & what agency?

4. Business Owner (Business/ Risk decision maker) who will approve if we need to go to outside counsel?

5. Name of Contract Manager or Requesting Party

6. W-9. If applicable, attach completed copy of IRS Form W-9 for the person or entity you plan for these services.

7 a. Does Sutter Health need to submit the contract to a regulatory agency?

7 b. Will another party such as a health plan provide a cop of this contract to a regulatory agency?

1. Business Owner Review – Direction from the owner to develop key terms to achieve the relationship. Who would be the person who knows all of the contracts are complete and what is necessary to move forward with.

2. Committee sign offs/ approvals necessary – **Medical Group (required), SPA, PAFMG Medical Director, etc

(This means at least the term, termination, compensation/pricing and scope of work)

3. Proposed Term: From (Potential Effective Date):

Date

To:

Date

Auto Renewals:

Date

4. Date by which you need completed final agreement (building in time for obtaining signatures):

Date

5. If an existing agreement, attach a complete copy and TractManager number

a. Existing Effective Date:

Date

b. Existing Termination Date:

Date

1. Is the Aggregate dollar value over the term of the agreement in excess of $25 million?

2. Indicate where the Other Party (or any owner of the Other Party) is now, or has been in the past 5 years, a Director, Trustee, Officer, or Key Employee at any Sutter Health Affiliate.

2 a. If yes, specify name(s), position(s) held, Affiliate name(s), and term of each position:

1. Will the parties be exchanging PHI? If so, are the parties exchanging PHI the same parties to the agreement?

2. If YES, does the PHI include claims or encounter data?

3. If YES, is there a current (within the past 18 months) BAA on file or a written exception from Privacy to allow use of current form?

4. Is there a Security Risk Assessment (SRA) on file?

5. Has the Other Party been Credentialed or other background check performed (i.e., checked OIG excluded provider website)? If so, please describe:

Please attach a description of the arrangement, including Key Terms. This include:

a. The services to be provided by each party. Example - is this a contract for PT and do we want to include massage. Be aware of the services the provider applies and be specific about what we are buying from the vendor.

b. Whether any services will be performed offshore (Administrative/Billing Serivces) if they are handling any Sutter Patient data.

c. All product(s) covered by this contract

d. Rate schedule, including DOFR details

e. Any prposed exclusivity

f. Whether this vendor is "in netwowrk". Are we suppressing? Yes or No

g. Which party will perform the following activities (If Sutter Health, describe precisely which Sutter Health entity):

Utilization Management
Prior Authorization
Credentialing
Claims Payment
Delegation Oversight

2. Describe any non-standard provisions (e.g., Small group RAF reconciliation, payment changes based on Stars ratings, Risk Share/ Risk Pool (Including Shared Savings Arrangements and ACOs), Referral Obligations, Exclusivity. )

3. Please identify any other existing contractual arrangement with this party that may impact this agreement (e.g., Master Services Agreement, SMN agreement, etc.)

4. If a new product, is there a provider manual?

5. If attaching a proposed draft or proposal from the Other Party, has the Business Owner Reviewed the document(s) and provided comments?

1. Do you anticipate another contract with this party for a different product during the term of the agreement? If yes, what types of products?

2. Do we have other Sutter Health Affiliates or plans (e.g., Sutter Select, RBOs, SHP, etc.) that would also want to be able to access the terms of this agreement?

2 a. If YES, have you had any discussions with the Sutter Health affiliate or other party about allowing additional access?

Give names and titles of individuals who will sign the agreement or receive notices on behalf of each party, and addresses to which any notices should be sent.

1. Sutter Health Affiliate

a. Name & title of individual who will sign the agreement

b. Name & title of individual who will receive notices

c. Address to which notices should be sent

Street Address

Street Address Line 2

CityState / Province

Postal / Zip Code

2. Other Party: Party Name

a. Name & title of individual who will sign the agreement

b. Name & title of individual who will receive notices

c. Address to which notices should be sent

Street Address

Street Address Line 2

CityState / Province

Postal / Zip Code

1. Select one

2. Proposed Rate Terms?

3. What key terms must be included?

4. Type of LOA

Certification of Business Owner: By signing below, I certify that:

Print Name of Submitted by

Date

Signature of Business Owner

Print Name of Business Owner

Sutter Health and Affiliates

I. Overview

II. General Information

A. Parties

Contract

Board Approval

B. Background Information

C. Business Terms

D. Strategic Considerations

E. Names & Addresses for Notices/Signatures

F. Letter of Agreement (ONLY)