Corporate Integrity Agreement Between Freedom Health and Optimum Healthcare

FREEDOM HEALTH & OPTIMUM HEALTHCARE CORPORATE INTEGRITY AGREEMENT 1

Term and Scope On May 11, 2017 Freedom Health, Inc. and Optimum Healthcare, Inc. (referred to collectively as Freedom or FH ) entered into a Corporate Integrity Agreement ( CIA ) with the Office of Inspector General (OIG) of the U.S. Department of Health and Human Services (HHS) Term of CIA: 5 years May 2017 through May 2022 The Full CIA can be found in our Freedom and Optimum Compliance Portal at http://support.globaltpa.com/compliancePortal/?id=fl Covered Persons under the CIA All owners with a 5% or more ownership interest Officers, directors and employees Contractors, subcontractors, agents, and other person who provide patient care items or services or who perform billing, coding or risk adjustment functions Does not include active Medicare providers who are not employees 2

Corporate Integrity Obligations Company shall establish a Compliance Program that includes each of the following elements: Compliance Officer and Committee, Board of Directors Compliance Obligations, and Management Certification Written Standards Training and Education Review Procedures Conditional Provider and Facility Network Review Risk Adjustment Review Risk Assessment and Internal Review Process Disclosure Program Ineligible Persons Notification of Government Investigation or Legal Proceedings Overpayments Reportable Events 3

Compliance Officer (CO) Must be an employee of FH and member of Sr. management Reports to CEO and must not be or be subordinate to General Counsel or CFO. Responsible for: Developing and implementing P&Ps designed to ensure compliance with CIA and Federal health care program requirements Making at least quarterly reports to the BOD on compliance matters and at any time necessary Monitoring day-today compliance activities and reporting obligations under CIA 4

Compliance Committee Chaired by the CO and including members of sr. management necessary to meet CIA requirements Committee supports CO in fulfilling his/her responsibilities Compliance Committee must meet at least quarterly. 5

Board of Directors Compliance Obligations Responsible for review and oversight of compliance matters related to Federal health care program and CIA Must meet quarterly to review Compliance program and performance of CO and compliance committee Responsible to submit to OIG a description of documents/materials reviewed and any action plans For each reporting period of the CIA, Board shall retain a compliance expert to review effectiveness of Compliance Program 6

BOD Resolution For each Reporting Period of the CIA, BOD must adopt a resolution, signed by each member, summarizing it review and oversight of the Compliance Program and obligations under the CIA Resolution shall include the following language: The Board of Directors has made a reasonable inquiry into the operations of Freedom s Compliance Program, including the performance of the CO and the Compliance Committee. Based on its inquiry and review, the Board has concluded that, to the best of its knowledge, Freedom has implemented an effective Compliance Program to meet Federal health care program requirements and the obligations of the CIA. **If Board is unable to provide such a resolution, then it must include a written explanation of the reasons why it is unable to do so, and the steps being implemented to correct**. 7

Management Certifications Certain FH employees shall certify annually that their respective department is in compliance with Federal health care requirements and the CIA These certifying employees include: CEO, CFO, VP of Claims, VP of Enrollment, CO, VP of MRA, VP of Network Ops., Sr. VP of Operations, VP of Sales, CMO 8

Management Certifications (cont.) Management certification shall read: I have been trained on and understand the compliance requirements and responsibilities as they relate to [Department], an area under my supervision. My job responsibilities include ensuring compliance with regard to the [Department] with all applicable Federal health care program requirements, obligations of the Corporate Integrity Agreement, and Freedom policies, and I have taken steps to promote such compliance. To the best of my knowledge, the [Department] of Freedom in in compliance with all applicable Federal health care program requirements and the obligations of the Corporate Integrity Agreement. I understand that this certification is being provided to and relied upon by the United States. **If any employee is unable to provide such certification, they shall provide a written explanation of the reasons why he or she is unable to do so. 9

Written Standards Written Standards FH will develop and implement written P&Ps regarding the operation of its Compliance Program, including compliance with Federal health care program requirements and CIA Compliance with P&Ps are to be an element of evaluating employees performance P&Ps are to be updated at least annually and made available to Covered Persons 10

Training and Education Covered Persons, including BOD, to receive annual training on Compliance Program, CIA and Federal health care program requirements 11

Review Procedures Review Procedures FH is to engage an Independent Review Organization to perform the following reviews: Provider and Facility Network Review In the event that FH expands its service area during the term of the CIA, the IRO is to confirm the accuracy of the data submitted to CMS and is to prepare a Network Review Report (Appendix B of CIA) Risk Adjustment Review The IRO is to review FH s RAPS filtering logic and conduct a chart review of a random sample of 100 risk adjusted members (Appendix C of CIA) 12

Risk Assessment and Internal Review Process FH is to conduct an annual risk assessment and internal review to identify and address any risks associated with FH s participation in the Federal health care program Requirements: Identify and prioritize risks Develop internal audit work plans Implement work plans Develop CAPs in response to results Track implementation of the CAPs to assess effectiveness 13

Disclosure Program Disclosure Program FH to establish and publicize the existence of a Disclosure Program by which individuals can report any identified issues or questions associated with FH s policies, conduct, practices or procedures Once a disclosure is made, the CO must gather relevant information and make a good faith inquiry into the allegations FH must maintain a disclosure log, including status of log and any corrective action taken in response 14

Ineligible Persons Ineligible Persons FH is to ensure that all prospective and current Covered Persons are not excluded from participation in any Federal health care program by screening them against the OIG exclusions list FH may not make payments to excluded persons 15

Notification of Government Investigation or Legal Proceeding Notification of Government Investigation or Legal Proceeding Within 30 days after discovery, FH is to notify OIG of any investigation or legal proceeding known to FH conducted or brought by a governmental agency involving an allegation that FH has committed a crime or been involved in fraudulent activities. 16

Overpayments FH is to develop and implement written P&Ps regarding the identification, quantification, and notifications and/or repayments to CMS of overpayments received from any Federal health care program 17

Reportable Events Reportable Event includes: Substantial overpayment; a matter considered a probable violation of criminal, civil, or administrative laws relating to any Federal health care program the employment of or contracting with a Covered Person who is an Ineligible Person the filing of a bankruptcy petition by FH FH to report a Reportable Event to OIG within 30 days after the determination that a Reportable Event exists If the Reportable Event is a Overpayment, FH is to report and repay the Overpayment 18