Case 3:20-CV-13356-RHC-CI ECF N0. 1, PageID.l Filed 12/23/20 Page 1 Of 52
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`UNITED STATES DISTRICT COURT
`
`EASTERN DISTRICT OF MICHIGAN
`
`NORTHWOOD, INC.
`a Michigan corporation,
`
`Plaintiff,
`
`Case No.
`
`Hon.
`
`CLINICAL WOUND SOLUTIONS, LLC,
`
`An Illinois limited liability company,
`
`Defendant.
`
`
`
`VERIFIED COMPLAINT
`
`Plaintiff, Northwood, Inc. (“Northwood”), by and through its attorney Brandon K. Fasse
`
`of FASSE LAW, PLLC, for its complaint against Clinical Wound Solutions, LLC (“CWS”),
`
`states as follows:
`
`NATURE OF THE ACTION
`
`1. Northwood, a licensed third—party administrator of health insurance claims for health
`
`insurance plans, brings this action seeking compensation for damages caused by
`
`Defendant’s breach of contract and injunctive relief.
`
`2. Defendant, a provider of medical supplies, has and is presently engaged in
`
`invoicing/billing activities that are in breach ofa provision of an agreement between the
`
`parties which prohibits the seeking of reimbursement for medical supplies from health
`
`plan members.
`
`3. Northwood discovered Defendants improper conduct when multiple customers called to
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`report receipt of invoices from CWS.
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`Case 3:20-CV-13356-RHC-CI ECF N0. 1, PageID.2 Filed 12/23/20 Page 2 Of 52
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`4. Northwood brings this action for compensation and injunctive relief and to hold
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`Defendant responsible for its improper conduct.
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`PARTIES
`
`Plaintiff Northwood, Inc. is a corporation organized under the laws of the State of
`
`Michigan, with its principal place of business at 25790 Commerce Drive, Madison
`
`Heights, MI 48071.
`
`Defendant Clinical Wound Solutions, LLC is a limited liability company organized under
`
`the laws of the State of Illinois, with its principal place of business at 1084 Industrial
`
`Drive, Unit 5, Bensenville, Il 60106.
`
`JURISDICTION AND VENUE
`
`The Court has subject matter jurisdiction over this action pursuant to 28 U.S.C §
`
`l332(a)(l).
`
`The amount of damages at issue exceeds $75,000, exclusive of interest and costs.
`
`The court has personal jurisdiction over the Defendant because they transact or have
`
`transacted business in the Eastern District of Michigan by, for example, contracting with
`
`and submitting health insurance claim forms to Plaintiff Northwood within the Eastern
`
`District of Michigan.
`
`10.
`
`In addition, the Court has personal jurisdiction over the Defendant because Defendant
`
`entered into a contract with Plaintiff Northwood which necessitated the flow of
`
`information and documents into the Eastern District of Michigan.
`
`ll.
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`Additionally, the Court has personal jurisdiction over the Defendant because the
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`agreement which makes up the basis of this claim (Attached as Exhibit A) contains a
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`Case 3:20-cv-13356-RHC-CI ECF No. 1, PageID.3 Filed 12/23/20 Page 3 of 52
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`valid governing law provision which states that the laws of the State of Michigan shall
`
`apply to any controversy thereunder.
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`12.
`
`Venue is proper in the Easter District of Michigan pursuant to 28 U.S.C § 1391(a) in that
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`a substantial part of the events or omissions giving rise to the claim occurred in this
`
`district, and Defendant is subject to personal jurisdiction in this district.
`
`FACTS
`
`13.
`
`Northwood is a third—party administrator of health insurance claims for medical
`
`equipment and supplies.
`
`14.
`
`Northwood contracts with health insurance plan clients to facilitate the provision of
`
`medical equipment and supplies to members of client health insurance plans.
`
`15.
`
`Northwood contracts with numerous providers of medical supplies in order to make
`
`products available for and facilitate the provision of medical supplies to health plan end
`
`user members. These providers constitute the “Northwood Network” of providers.
`
`16.
`
`CWS is a provider of medical supplies to end users that specializes in wound care
`
`products and supplies.
`
`17.
`
`On July 30, 2015, Northwood entered into a Participating Supplier Agreement
`
`(“Agreement”) with CWS for the provision of itemized products and services to health
`
`plan client members.
`
`18.
`
`The Agreement prescribes the manner and course of conduct by which CWS is to provide
`
`products and services to health plan members or “Covered Persons” as defined in the
`
`Agreement.
`
`19.
`
`The Fee Schedule to the Agreement itemizes the specific products and services and
`
`associated reimbursement rates for products that CWS agreed to provide to Covered
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`

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`Case 3:20-CV-13356-RHC-CI ECF N0. 1, PageID.4 Filed 12/23/20 Page 4 Of 52
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`Persons. These products and services are defined in the Agreement as “Covered
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`Services”.
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`20.
`
`The Agreement and Provider Manual (incorporated into the Agreement by reference) set
`
`forth in detail the process by which a participating supplier such as CWS is to furnish
`
`services, collect essential documentation from patients evidencing said services, and then
`
`submit to Northwood for reimbursement at the specified reimbursement rate.
`
`21.
`
`The agreement at § 4.6 provides for Northwood’s implementation of routine audit
`
`procedures to ensure that Covered Services are being rendered to Covered Persons in a
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`manner which is not violative of contractual and regulatory standards for such services.
`
`22.
`
`After CWS failed a number of appropriately conducted internal audits for failure to
`
`provide Northwood with adequate claim information, Northwood properly terminated its
`
`Agreement with CWS effective as of November 7, 2018.
`
`23.
`
`Following termination of the Agreement, CWS filed a lawsuit in DuPage County Circuit
`
`Court (Illinois) alleging that Northwood improperly retained reimbursement owed to
`
`CWS in violation of the Agreement. That lawsuit was removed to the US. District Court
`
`for the Northern District of Illinois where it remains pending.
`
`24.
`
`The Agreement at (3’ 5.5 states in relevant part that “Participating Supplier shall look
`
`only to Northwood for Covered Services rendered to a Covered Person.
`
`Participating Supplier agrees that in no event shall it bill, charge collect or attempt
`
`to collect a deposit from, seek compensation or remuneration from, surcharge or
`
`have any recourse against a Covered Person by Participating Supplier”. The Section
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`“shall survive termination of this Agreement, regardless of the cause of termination of
`
`this Agreement, and shall be construed to be for the benefit of Covered Persons.
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`

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`Case 3:20-cv-13356-RHC-CI ECF No. 1, PageID.5 Filed 12/23/20 Page 5 of 52
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`25.
`
`Beginning in June 2020, Northwood customer service personnel began receiving
`
`complaints from Covered Persons that they had received invoices from CWS for amounts
`
`CWS alleges are owed to it by Covered Persons.
`
`26.
`
`Security Health Plan, a client health plan of Northwood, first reported to Northwood on
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`June 2, 2020 that a Covered Person was being billed directly by CWS for Covered
`
`Services.
`
`27.
`
`Beginning in mid—September of 2020, Northwood began receiving a significant amount
`
`of complaints regarding invoices received from CWS requesting remuneration for
`
`services allegedly rendered by CWS. The fielding of said complaints required significant
`
`time and resources on behalf of Northwood.
`
`28.
`
`Northwood began tracking reports of the improper invoicing and requesting proof from
`
`Covered Persons in the form of the transmitted invoices. The supporting documentation
`
`collected and assembled to date, attached hereto as Exhibit B.
`
`29.
`
`Upon information and belief, a number of the invoices sent to Covered Persons were for
`
`sums previously paid to CWS by Northwood (double billing).
`
`30.
`
`Upon information and belief, a number of the invoices were sent to Covered Persons who
`
`were deceased.
`
`31.
`
`On October 6, 2020, Northwood sent CWS a cease and desist letter via certified mail
`
`detailing the alleged improper billing conduct and requesting assurance that the invoicing
`
`would cease immediately. Northwood’s letter provided for a response window of ten (10)
`
`days. Northwood received no response from CWS.
`
`COUNT I— BREACH OF CONTRACT
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`

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`Case 3:20-cv-13356-RHC-CI ECF No. 1, PageID.6 Filed 12/23/20 Page 6 of 52
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`32. Northwood hereby repeats and realleges the allegations in paragraphs 1 to 3l above as if
`
`set forth fully herein.
`
`33. As set forth above, CWS violated section 5.5 of the Agreement.
`
`34. As a result of this breach, Northwood suffered reputational harm and economic damages
`
`ofnot less than $75,000.
`
`PRAYER FOR RELIEF
`
`WHEREFORE, Northwood demands judgment against Defendant as follows:
`
`a. An order entering judgment in favor of Northwood against Defendant;
`
`b. An order awarding Northwood damages in an amount to be determined, but in no event
`
`less than $75,000;
`
`0. An order awarding Northwood attorney fees and other costs prescribed by the Agreement
`
`and as determined appropriate by the Court;
`
`d. An order enjoining Defendant from engaging in the billing activities as described herein
`
`now and forever.
`
`Respectfully submitted,
`
`By:
`
`FASSE LAW, PLLC
`Brandon K. Fasse (P80370)
`25790 Commerce Drive, Suite 100
`
`Madison Heights, MI 48071
`(586) 354—7243
`brandon@fasselaw.com
`
`Dated: December 23, 2020.
`
`Attorneyfor Plaz‘nliff
`
`

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`Case 3:20-CV-13356-RHC-CI ECF N0. 1, PageID.7 Filed 12/23/20 Page 7 Of 52
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`VERIFICATION PAGE
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`I declare the facts stated above are true to the best ofmy personal knowledge, information, and
`
`belief:
`
`
`
`Kenneth G. Fasse, President, Northwood, Inc.
`
`

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`Case 3:20-CV-13356-RHC-CI ECF N0. 1, PageID.8 Filed 12/23/20 Page 8 Of 52
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`EXHIBIT A
`
`

`

`
`
`}I
`iI
`
`II
`
`Northwood
`
`NORTHWOOD, INC.
`PARTICIPATING SUPPLIER AGREEMENT
`
`.
`
`1.1
`1.2
`
`"Covered Person"w
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`nEmployee"..
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`1.5
`“Employer”.....
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`1.6
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`1.7
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`1.8
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`1.9
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`1.10
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`1.12 "P1nnSponsor"........
`
`1.13 "Program
`1.14
`“Gmup Service Agxeement”
`
`3
`
`
`
`II. OBLIGATIONS OF PARTICIPATING SUPPLIERWNN....N_...N4
`...... .....4
`2.1
`Provision of Covered Serwoes... ... » .
`2.2
`Polidw and Procedures
`...... .. ..n
` "WW4
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`23
`Maintenance of Licenses and Cexhficahons
`
`. 4n»............... “.....4
`24 Nondmcrmtmabon..-
`nn.u...n"..................... .
`2.5
`Site‘EvaIuations........................m......,. ...... ..."............
`
`GovermnmtAgencyAccess..
`.
`'
`.....
`Nordwwood’s Access...
`I'IIDIMI ”AW”
`'
`...
`
`2.5.1
`252
`
`..........5
`5
`.......... 5
`0'!
`
`26
`2.7
`2.8
`2.9
`2.10
`
`2.11
`
`... ..
`Liability Immance.
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`EmployeeSalf—Demrmmahon.. ..
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`Access to Covered Services.....
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`Conformity to Law..,
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`Professional Practice........... ....
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`
`
`Group Purchase Agreemenfw
`
`m, OBLIGATIONS OF NORTHWOOD .....mumm..-m........6
`..........nuu...-..uunanuuuuuunn
`3.1
`Provision of Sen/Ices
`- 6
`
`I,“...,...n.......I...-..
`3.2
`AdministrativeServme 6
`
`IV. MUTUAL OBLIGATIONS OF NORTHWOOD AND PARTICIPATING SUPPLIER.. 6
`...”..uuvuuu
`4.1
`Appointmentof Coordinators.... ... .............. 6
`4.2
`ServicestoNon—Covered Persons......
`.........
`....... . ....... 6
`”nun....nu."nun“Inn"...u...”
`
`4.3
`Grievances......................
`.......7
`,............u"an“.nu"......"......u.........
`4.4 Marketing
`7
`
`PA-IIC
`10—28-10
`
`‘
`
`

`

`
`
`
`
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`
`'o-I00ntlvunnutvI-uung'.",,n....‘4.....u-nvn'Iuvulvuuntinouv-y.a-qnu'II-uu-n-u-uuqvulhluu
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`
`4.5
`
`4.6
`4.7
`
`Records.
`4.5.1
`Participatmg Supplier Recmds
`4.5.2 Northwood Cmtralized Membership Records ..
`4—5.3
`10h“ Rmrdg.u...nun"nu...uant-ununn»..nn:nun-u."n'uunuuuunununnuIun"an...u-uun-unnulnu 7
`Financial Data andAudImNB
`Quality Assurance and UfilizatimMnmgemmta8
`4.7.1
`Parfidpating SupplierObhgntzons.
`8
`4.7.2 Northwestngatxons-..
`
`7
`
`7
`
`
`
`
`
`
`it
`
`V. PAYMENT FOR SBRVICES......-...W..W.......W.......ww....m.mw..
`5.3
`Rate of Payment.8
`52 ~ PaymmtTerma-~w....9
`.
`.
`.3
`NanCo eredSexvices
`‘
`9
`5.4
`Chums and Submission”-9
`5.5
`Hold Harmless._.9
`
`‘
`‘
`Beruafi
`9
`5.6
`Coordmauon of
`us ........ ..
`
`
`nnuwnunmnnv» a
`
`VLTERM AND 'I‘ERMD‘JA'I'ION .M......mm...W.....m.......,........"WWW...m-..................................10
`6,1
`Tenn and TerminationN,..........«.10
`
`6.3
`6.4
`6.5
`
`10
`Effect of Termmaflon an vaision of Savices.
`Inmxediabe Termixmficm.--mn 10
`
`Continued Obligations Upon Termxmuon ".10
`
`..........10
`6.5.1
`Designating Alternative Participating Supplier. .
`6.5.2
`'n'ansfer ofRecords..,......-10
`6.5.3
`Utilizatian and FinancialAudxtsulo
`
`7.2
`
`VII. WSCELLANEOUS................................................................................................m..............................11
`..
`
`Addxuonnl Northwwd Programs .... '11
`7.2.1 Noflflcadon-11
`
`En‘ A
`1
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`7.9
`
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`7.10 NoThjdenrtleghts .........12
`.
`
`7.12 Remedxesu
`
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`102510
`
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`
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`
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`
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`
`

`

`
`
`NORTHWOOD, IN C.
`PARTICIPATING SUPPLIER AGREEMENT
`
`‘:
`
`.15byand betwem
`ms AGREEMENTumde ausifiday of
`Q5; 2, \gl
`, 20
`Northwood, Inc, a Michigan ominous corporation ("Northwood"), and Q,WWW LLC.
`
`(”Participating Supplier”).
`
`RECI‘TALS
`
`Northwood is a buxinm corporation, which among other thing, is licensed as a third
`A.
`party administrator in Michigan.
`
`Northwood umpuses to offer a Managed Home Care Products and Seminar Program (as
`B.
`defined herein) to Plan Sponsors other organizations (the “Prugram”);
`
`Northwood desires to enter into agreemmm with providers and suppliers of Home Care
`C.
`Products and Services to provide the equipment, supplies, and servicesmy to fulfill North'wood‘s
`objectives.
`
`Participating Supplier is a home we provider ou supplier which denim to provide
`D.
`Home Care Products and Services to Plan Sponsors and other organizations contracting with Norfltwood
`for such products and services.
`
`NOW, THEREFORE, in consideration: of the mutual covenants and promise set forth below,
`Northwood and Participating Supplier agree as follow:
`
`L DEFINITIONS
`
`For the purposes of this agreement, the following terms shall have the meanings set forth below:
`
`“Covered 13min" means any Member, Employee or Dependent or any other pensun
`1.1
`covered by and entitled to benefits under any Group Service Agreement.
`
`"Coveredm." means all of the Home Carerducm and Sir-rims which Covered
`12
`Persam mmtltledtoreceive mtdertheGroupServioeAgmemmi and whichare listed onExhibitA
`attached herein and incorporated herein.
`
`1.3 W means any individual considered by the Plan Sponsor to her: dependent of
`a Member.
`
`1.4
`
`"Emgloyee" means any individual considered by the Employer 60 be an employee.
`
`'Emplowr" means any employer group that has entered into a Group Service Apeemeht
`1.5
`-
`with Northwood for the Program.
`.
`
`“Home Care Products and Sam" means those products and services daigned to enable
`1.6
`individuals to be treated in their homes or provider's facility, including, but not limited to, home health
`oervices, provision of durable medical equipment and supplies, prosthetic and orthotic equipment and
`supplies; assisted technologies, and home infusion therapy equipment and supplies.
`‘
`1.7
`Member" mam an individual covered by or omolled in a Plan.
`
`"NorrCovered Services” means all health care services which are not Covered
`' 1.8
`Servicw under the Northwood, Inc Group Service Agreement.
`Philc .
`1046-10
`
`

`

`
`
` ‘Case 3:20-CV-13356-RHC-CI
`
`“Participgting Supplier“ shall mm a Home Care Products and Servioés provider or
`1.9
`supplier that has entered into a Participating Supplier Agreement to provide Home Care Products and
`Serving to Covered Persons.
`
`”Partigg‘3113'gSuniner Amt” means the written ngrwnent between Northwood
`1.10
`and a Participating Supplier clm’bed in Section 1.9.
`
`”Plan" means a Members health can: bemzfits as set forth in the Mouth!» Summary Plan
`1.11
`Description, Certificate of Coverage or other applicable coverage documemt.
`.
`
`"Plan Sponsor" means an employer, auto hmmmoe cordonworkem’ compensation
`1.12
`canier, insurer, health plan (public at private), third party administrator, labor union; organization or
`other person or entity which has contracted with Northwood to offer home can; products and services to
`Covered Pemomond has agreed to be mpmsible fox funding bmefit payments for Covezed Services
`provided to Membem under the harms ofa Plan.
`
`1.13
`Northwood.
`
`“Prom” means the Mmmged Home Care Products and Services program offered by
`
`“Group Seivice Agzeemggt" means fhewritten agreement between Northwood and a
`1.14
`Plan Sponsor, pummnt to which Northwaod has ngzeed to arrange for delivery of Coveied Sexvioes to
`Mombefs under a Plan and may have agreed to prom claims and provide utilization review, quality
`monitoring and care management nervicm.
`
`II. OBLIGATIONS OF PARTICIPATING SUPPLIER
`
`Provision of Covered Services. Participating Supplier agreed to piovide all Covered
`2:1
`Services to Covered Persians who choose to receive such mice; from Participating Supplier or who are
`refined or amgned to Partidpating Supplier by Northwood, and agrew to provide all such Covered
`Sezvicec in accordance with this Agreement and the Group Service Agreement. Participating Supplier
`agrees that all such Covered Sexvicm shall be rendered in accomdanoe with the generally accepwd
`standards of practice for Home Care Products and Services.
`
`1’01ng and Procedures. Participating Supplier ahall'adhere to and be bound by all
`22
`Northwood‘s policim, procedums, guidelines, and mum! provisimvs, as setforth in Northwood's current
`Participating Ptovider Manual and as they may exist {mm time to time, including, but not limited to,
`instructions concerning verifica tion of eligibility, comdimtion of benefits, transfer policies, quality
`assurance and utilization monument, peer review, and Northwood's grievance policy and procedures,
`provided that such policies and procedures axe not hiconxistmt with this Agreemmt. Noxthwood agrees
`to apply its policies consistently and to use its good faith efforts to notify Participating Supplier of any
`material changes in Northwoad's policim which could have a material effect on Participating Supplier.
`
`Maintenance of licenses and figment. Participating Supplim 81ml} maintain in good
`23
`standing all licenses and certificaticms required by fedmd and state law and mgulotions. Paxticipating
`Supplier shall notify Narthwood immediately upon loss or suspension of Medicare or Medicaid
`certification or termination from the Medicare or Medimid programs.
`
`Nondiscrimination. Participating Supplier shall not discriminate against any Covered
`24
`Pemm based upon the frequency or extent of Covered Services noeded by the Covered Person.
`Participating Supplier shall not unlawfully discriminate in the acteptame or treatmentof Covored
`Persons because of their xeligiom race, color, national origin, age, sex, height, weight, marital status, or
`. physical handicap.
`.
`-
`PIN to
`1046-10
`
`

`

`
`
`15W
`
`.
`Government Am Amara. Partia‘pamg Supplier shall permit arr—site
`2.5.1
`evaluations of Participating Supplier's facilities; offices and records, periodically, as required by
`the terms of this agreemant, current State and’fedeml law, regulatimw, and in accordance with
`the provisions of any contracts which may exist between Northwood and Plan Sponsors,
`including any and all service agreements in comedian therewith. Participating Supplier shall
`permit wpresentativw of Northwood and Plan Sponsors. and of any duly authorized state or
`federal regulatory agency, to inspect, upon reasonablenou'ce (or without notice in the case of a
`regulatory agtmcy so authorized by law), the pmmims and equdpmentuse'd by them in their
`provision of Covered Services hereundcr, and their business and records nelating to this
`Agreemmt, and to study all phases of the pmvlaimi of Covered Services hereunder. Partiu'pating
`Supplier further agrew to comply with those agencias‘ mommandafiona, if any; provided,
`however, that Participating Supplier may appeal the agency‘s deciBiOn in accordance with
`applicable laws, rules, and regulations and Nortlrwaod shall coopvoate with Participating
`Supplier in any appeal process provided and appeal is not frivolous. During the appeal process,
`Participating Supplier shall make a good faith effmtto comply with any part of the agency‘s
`recommendation not subject to the appeal Northwood shall give Participating Supplier
`reasonable notice of its intent to mnducta sine V‘sit and will give Participating Supplier
`reasonable notice of any agency's plans to conduct a site visit if Northwood receives sud: 'notioet
`
`2.5.2 Northwood's Access. Partidpating Supplier will, from time to time and upcm
`reasonable notice from Northwood, and subject to applicable laws and rules govmting
`confidemfiah’ty of Covered Pomona care and nmdioal records, obtain perndssion and make
`arrangements for Northwaod personnel to: (i) impact Participating Supplier's facilities, offices,
`and equipment during normal bushings 11mm; (ii) inspect and review during normal business
`hours the medial records of Covered Pomona; (iii) review all home care aerw'cas provided to
`Covered Persons by Participating Supplier; and (iv) obtain copies of Covered Persons‘ mediml
`records for quality management and 031m administrative
`with reasonable notice
`comisttmt with quality announce and utilimtirm management and confidentiality polidw of
`Northwood. Northwood will attempt to Iiinit such reviews and inspections to a random or
`selected sampling basis where possible..
`
`2.6 Mhing lmurance. Participating supplier shall maintainliability insurance through a
`commercial insurance carrier or self—fimded program in amounts equivalent to those typically umintained
`by similar businessw, including comprehensive general liability insurame in an amount satisfactory to
`. Nordiwood. Participating Supplier shall provide Northwood with proof of inaumnoe required by this
`Section upon request Participating Supplier agrees to notify Northwood immediately if any insurance
`policy covmnig services provided under this Agreement is materially modified or terminated.
`Northweod makes no reprwentation that the limits of liability spedfied in this Paragraph are adequate to
`protect Participating Supplier against liability arising from provision of services by the Participating
`Supplier pxmuant to this Agreement In the event that Participating Supplier believes that any such
`insurance coverage called for under this Agreemmt is insufiidartt, Participating Supplierslmll provide, at
`its own Expense, such additional irinuance as Partidpating Supplier deems adequate.
`
`”
`
`. Employee Self—Debemtination. Participating Supplier aclmowledgw that Covered Persons
`2.7
`have the right under state and federal law to make dedsimu regarding medical care, including the right
`to accept or refuse lifoasumining beatmmt Participating Supplier agrees to comply with the Patient Self-
`Deozrmination provisions of the Omnibus Budget Reconciliation Act of 1990, as amended and applicable
`state law to the atom these laws apply to services provided by Participating Supplier pumuant to this
`Agreement.
`.
`
`Mm
`10-2640
`
`

`

` Case 3:20-cv-13356-RH
`
`Access to Covered Services. Partidpating Supplier shall organize its provision of Covered
`2.8
`Seminar toCovered Pmonsinamarmar designed wmmdmizetheaocessibflityofCovered Servicm to
`CoVered Persons under the Program Partidpafing Supplier shall provide standard bunineas hours and
`reasonable provisions for Home Care Products and Services. Participating Supplier shall take stepo to
`assure that Covered Persons have access to Covered Services on the same bards as other patients of
`Participating Supplier.
`
`Confom‘ to Law. Participating Supplier shall provide services in a manner which
`2.9
`conforms to all applicable fedemL statue and local laws, ruins and regulations, including laws related to
`lobbying and the influence of federal transactions, and all applicable professional ethical standards; and,
`to the extent applicable, Participating Supplier will commit no acts of commission or omission violating or
`causing m be violated any provision offite Michigan Third Party Administrator Act. same being MCLA
`50.901 seq, by such Supplier or Nortitwood.
`
`I’mfessional motion Partidpating Supplier shall besolaly responsible for rendering all
`2.10
`equipment, supplies, and servica to Covered Persons pursuant to this Agreement in accordance with
`accepted industry standards. Participating Supplier acknowledges and accepts that Northwood shall
`have no obligation to, or liability for, Participating Supplier’s judgement in providing or failing to provide
`Home Care Products or vaioes to Covered Persons in the perfommnce of this Agreement
`
`Group graham-z Await. Participating Supplier acknowledges that it may purchase
`2.11
`durable medical equipment, medical supplies and surgical supplies, including replacemwt, provided to
`Covered Person‘s under the norms of this Agreement through Nortirwood's group purchasing
`arrangemmt if such equipment and supplies are available.
`
`l'IL OBLIGATIONS OF NORTHWOOD
`
`Provision of Services. Nortnwood shall negotiate contracts with Plan Spamons and othm'
`3.1
`groups of individuals to arrange for the provision of Covered Wars. Northwood cannot guarantee that
`it wfll obtain any minimum number of contracts or Covered Persom or that any minimum number of
`Covered Persons will select or be assigned to Participating Supplier. Northwood shall use its best efforts
`to honor the Covered Peroon's right to choose the Provider of their dtoioe witirin the Participating
`SupplierNetwork
`
`32 ‘ Administrative Services. Northwood, or its designate, almll provide administrative,
`accomiting, and marketing fimcfions necessary for the devalopmmt and operation of Nortltwood,
`including, providing Participating Supplier with reports necessary {or the operation of a cost
`containment and utilization programs.
`IV. MUTUAL OBLIGATIONS 0F NORTHWOOD AND PARTICIPATING SUPPLIER
`
`Appointment of Coordinators. Northwood and Participating Supplier agree that the
`4,1
`effective functioning of Northwood is dependent upon costcontninment and utilization review,
`consistentwith mstomary business practices. Participating Supplier shall appoint an individual
`acceptable to Northwood to work in coordination with Northwood‘s Prosidrmt or his/her designee for the
`purpose of fulfilling the requirements of this Agreemmt. The appoinmd coordinator will respond to
`inquiries by Covered Persons about Northwood's pmwdura and will act as the day—to-day liaison
`between Participating Supplier and Northwood regarding Covered Pemons' eligibility for services.
`
`Services to Non-Covered Pgons. Northwood and Participating Supplier agree that
`4.2
`ParticipatingSupplicr shall be free (I) provide services to customers other than Covered Persorw, and to
`f contmct with any other payment and delivery program.
`
`PAdic
`10—26-10
`
`

`

`3200v5-R:--1336H ,,
`
`/
`
`Grievances. Northwood shall notify Participating Supplier concerning all Covered
`4.3
`Persons' complaints involving it and Participating Supplier shall notify Northwood of any complaint
`received from Covered Persons. Participating Supplier shall use good fiaith efforts to investigate such '
`mmplaints, and in consultation with Northwood, shall use its bat efforts to molve them in a fair and
`equitable manner. To the extent applicable, Participating Supplim' shall participate in and cooperate with
`Northwood's grievance policies and procedures and comply with all final determinations provided in
`accordance with such policies and determinations. A copy of the Northwood Grievance Procedures is
`included in the Provider Manual, a copy of which has beatprovided to Purfirzipating Supplier. Upon
`request, Participating Supplier will make available a copy of Northwood's Grievance Procedure contained
`in the Northwood Provider Manual.
`
`Marketing. Participating Supplier hereby mutants to the use of its name, address and
`4.4
`description of its business in Northwood‘s marketing, advertising, or media mamials developed and,
`disseminated by Northwood to Covered Persons, Plan Sponsors, other groups, health care providers, and
`the gmeral public. Northwood shall make good faith effort to notify Participating Supplier and seek
`inputb‘om Participating Supplier regarding Northwood's marketing pursuant to this Agreement. The
`assiaumce and involvement of Participating Supplier in the marketing of Nmthwood is mutually
`beneficial in both Participating Supplier and Northwood, however‘ Participating Supplier ahall undertake
`no uwkeiing, advertising, sales or enrollment activities pertaining to Northwood not use any written
`material in any such aotivity without Northwood'o prior written consent. ParticipatingSnpplier
`recognizes that this Agreement may be terminated before itstcrm expires and Participating Supplier
`agrees that Northwood shall not be liable to Participating SupplierforNortlnvood‘s continued use oflists
`including the Participating Supplier‘s name, if such l'mts were in
`lion before Northwood received
`notice of Participating Supplier’s termination. Participating Supplier shall hold Northwood harmless for
`Northwood‘s reliance upon inaccurate or incomplete information provided by Participating Supplier.
`
`Recm‘ds.
`
`4.5
`
`Partigimting Supplier Records. Participating Supplier shall maintain ndequatr:
`4.5.1
`records in accordance with state and federal law and regulatiom for Covered Persons which
`shall, subject to applicable privacy and confidentiality requirements, be made available to any
`phym’cinn attending the Covered Person, with the Covered Person‘s written authorization
`Partidpating Supplier shall make fully available its records permitting to Covered Persona to
`NorthWood, when reasonably requeswd for the purpose of quality assurance and utilization
`management, grievances, benefit determinations, credentialing, or other legitimate functions
`required by Northwood. Uporr temrlnation of this Agreemmxt, or upon Northwood‘a request and
`the Covered Person’s consent, Participating Supplier shall tmrsfer a copy of all or any portion of
`Covered Persons' records to Northwood or a provider or entity atfihlamd with Northwood or
`designated by Northwood, as permitted by law. The costs of providing copies of records directly
`to a Covemd Person for personal uaenotrelatedto the deliveryofCovemd Serviow maybebllled
`to the Covered Person ata reasonable and customary rate of no greater than 55.05139: page.
`Participating Supplier may not charge Nortirwood or any Covered Person {or any costs related to
`providing copies of malt: except as otherwise permitted in this Agreement
`
`Ids. Northwood, or its am, shall
`wood Gamma Mambamhi
`4.5.2 N
`maintain centralized memberahip records identifying all Covered Persons by name, schedule of
`benefits, and such other information as Northwood shall reasonably determine is memory or
`that is made available to Northwood by a Plan Sponsor, other groups, or programs under the
`Group Service Agreement for carrying out the purposes of this Agreement.
`'
`
`loint Records. Participating Supplier and Northwood shall cooperate with each
`46.3
`'
`other to maintain such statistical records relating to Covered Services provided under this
`Agreement as required by state laws, regulations, and guidelines.
`'
`
`PA—tto
`1020-10
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`

`

` Case 3:20-cv-1
`,
`__
`_ ,
`..
`
`ooedum
`4.6
`Financial Data and Audits. Participating Supplier almilmainmin accounting pr
`ounSistent with standard accounting practices. Partidpating Supplier will furnish Northwood widt such
`financial and operating reports concerning the prov'sion of Covered Servicm by Participating Supplier to
`Covered Persons aa Northwood shall reasonably require and shall allow Northwood to make reasonable
`inspections of the records used to prepare such reports. Such
`typimlly include information and
`documentation necessary to determine scope and extant of services provided to Covered Persom and
`meorda that would verify pau'ant encounters, medical measly, proof of trumactium and
`mum/paymm Northwood agrees to keep confidential any firmrcial information it obtains from
`Partidpating Suppliwunlesa disclosure is required by law or has: been agreed to by Participating
`Supplier. Participating Supplier and Northwood agree to submit to past—paymam audits conducted by
`the appropriate state and federal agaicias or by Northwood in onnjmtction with the services provided
`wider this Agreement Audits condu