New York State IPA Participating Provider Agreement
New York IPA Participating Provider Agreement
Brighton Health Network IPA, LLC d/b/a MagnaCare
IPA PARTICIPATING PROVIDER AGREEMENT
THIS IPA PARTICIPATING PROVIDER AGREEMENT (the “IPA Agreement”), is made and entered into between Brighton Health Network IPA, LLC d/b/a MagnaCare (“IPA”) on behalf of itself and its affiliates and the Provider (“Provider”), a group practice, allied health professional, equipment or supply vendor and/or facility, who has entered into the Agreement on behalf of itself and each of its/their health professionals and for all sites at which Provider is located and/or renders services. This IPA Agreement, which is fully incorporated into the Agreement, shall become effective for Provider on the Effective Date of the Agreement. IPA and Provider are hereinafter sometimes referred to individually as a “Party” and collectively as the “Parties.”
WHEREAS, IPA is a New York Limited Liability Company;
WHEREAS, pursuant to one or more agreements with Payors (“Payor Agreements”), IPA arranges for the provision of Covered Services to Payors' Enrollees through its Network of Participating Providers; and
WHEREAS, Provider is approved under the laws of New York State to provide Covered Services, and desires to participate in the Network and to contract with IPA to provide Covered Services to Enrollees.
NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is mutually agreed by and between the Parties as follows:
ARTICLE 1 - DEFINITIONS
For purposes of this IPA Agreement, the following definitions shall apply:
1.1 “Affiliate” shall mean with respect to any entity, shall mean any entity controlling or controlled by or under common control with such entity and shall also include any entity fifty percent (50%) or more of whose outstanding voting power is owned by the specified entity either directly or through subsidiaries.
1.2 “Clean Claim” shall mean any claim for payment received from a Provider in a timely manner on a properly completed HIPAA compliant electronic or paper claim form and which, for adjudication, does not require the submission by the Provider of medical records or supplemental information or the taking of any further action by IPA or Payor with respect to (i) Coordination of Benefits with any other Payor; or (ii) the determination of payment liability; or (iii) correcting any other defect or error.
1.3 ”Covered Services” means those Medically Necessary services and/or supplies for which an Enrollee is entitled to receive coverage for under the terms of his or her Plan which affords them coverage.
1.4 “Enrollee” shall mean an individual who is eligible to receive Covered Services under a Plan.
1.5 “Group Provider” means a Provider, as defined herein, with two or more physicians or other professionals practicing together as a proprietorship, partnership, PC, PLLC, PLLP, PA or any combination of the foregoing. References herein to “Provider” shall mean the Group Provider and each physician or other professional now or hereafter practicing and billing as part of the group, and all practice sites now existing or hereafter added by Group Provider as permitted hereunder.
1.6 “IPA Policies and Procedures” shall mean those policies and procedures adopted by IPA to facilitate the provision of Covered Services by Participating Providers, which may be amended by IPA from time to time.
1.7 “Network” shall mean the Participating Providers with which IPA contracts to furnish Covered Services to Enrollees under a Plan issued by a Payor.
1.8 “Non-Covered Services” shall mean those health care services and supplies that are not Covered Services under the applicable Payor Agreement and Plan.
1.9 “Participating Provider” shall mean those providers who have executed a Participating Provider Agreement with IPA, each of whom meets (i) all federal, state and local legal and regulatory requirements to offer Covered Services; and (ii) all other requirements established by IPA to be a Participating Provider, including other accreditation or licensure as IPA may deem appropriate from time to time.
1.10 ”Payor” shall mean one or more Managed Care Organizations or Workers' Compensation Preferred Provider Organizations.
1.11 “Payor Agreement(s)” means those agreements between IPA and Payors which exist on the Effective Date and which may exist during the term hereof, pursuant to which IPA has agreed to make the Network available to a Payors’ Enrollee. Provider agrees to participate under the terms of all such Payor Agreements.
1.12 “Plan” shall mean any health benefit plan offered by a Payor that has entered into a Payor Agreement with IPA.
1.13 “Plan Participating Provider” means an individual or entity that has entered into an agreement with Payor to provide Covered Services to Enrollees.
ARTICLE 2 - CONTRACTING AUTHORIZATIONS
2.1 Representation with Payors. Provider authorizes IPA to negotiate and enter into Payor Agreements on Provider’s behalf, provided the terms of the Payor agreements do not violate federal or state antitrust or unfair competition laws.
ARTICLE 3 - RESPONSIBILITIES OF PROVIDER
Provider shall be responsible for the following duties and obligations:
3.1 License. Throughout the term of this IPA Agreement, Provider shall maintain all applicable federal and state and any and all other state or local licenses, permits, certificates or approvals as may be required to provide Covered Services.
3.2 Participation in Plans. Provider shall participate in each Plan offered by a Payor with which IPA has a Payor Agreement except to the extent that IPA has notified Provider in writing that it is excluded from participation in such Plan. Nothing contained in this IPA Agreement guarantees to Provider that it will be permitted to participate in any or all Plans offered by any Payor. Provider acknowledges and agrees that: (i) IPA may from time to time enter into an agreement with a Payor under which only a limited network is offered and in which not all Participating Providers may participate; (ii)certain Payors may impose more stringent or burdensome credentialing or other requirements than those imposed by IPA and which Provider does not meet; (iii) Payors may request that Provider no longer provide Covered Services to Enrollees in a Plan offered by that Payor; (iv) neither IPA nor Payors warrant or guarantee that Provider will be utilized by Enrollees or any number of Enrollees under any Payor Agreement; and/or (v) IPA may decide in its sole discretion to limit participation in a particular Plan or to exclude Provider from a particular Plan. If Provider is already participating in a Plan, IPA will give Provider written notice that they are excluded from participation in that Plan at least ninety (90) days before the effective date of such exclusion, except that such exclusion shall be effective immediately on Provider's receipt of the notice if the Payor requests that Provider no longer provide Covered Services to Enrollees or if Provider fails to meet the applicable credentialing requirements. If Provider is not already participating in the particular Plan, its exclusion from the particular Plan shall be effective upon receipt by Provider or IPA, as applicable, of the written notice. Upon the applicable effective date, Provider will no longer participate in the specified Plan(s) under this IPA Agreement and will not be entitled to reimbursement under this IPA Agreement for Covered Services rendered to Enrollees of that Plan. Notwithstanding the exclusion of Provider from one or more Plans, the remaining terms and conditions of this IPA Agreement shall remain in full force and effect with respect to all other Plans. Provider agrees to notify affected Enrollees of the termination of Provider's participation in a particular Plan prior to the effective date of such termination and will assist in the orderly transfer of Enrollees to another Provider. Provider shall provide continuity of care pursuant to applicable law and industry standards.
3.3 Representations, Warranties and Covenants.
(i) Provider represents and warrants that Provider has and will maintain throughout the term of this IPA Agreement all licenses, registrations, certifications, qualifications and/or permits required by local, state and federal authorities to furnish Covered Services including, without limitation, workers’ compensation, Medicare and Medicaid certifications and/or DEA registrations, as applicable. Provider represents and warrants that neither Provider nor any of Provider’s partners, shareholders, directors, officers, agents or employees is excluded or suspended from participation in the Medicare or Medicaid programs, or has been convicted, under federal or state law, of a criminal offense related to: (i) the neglect or abuse of an Enrollee; or (ii) the delivery of, or charging for, a supply or service, and that Provider shall monitor its employees and agents for any future offenses, exclusions or suspensions. Provider shall furnish to IPA evidence of such licensures, registrations or certifications upon IPA’s request. Provider understands and acknowledges that Provider’s representations and warranties are relied upon by IPA in contracting with Provider.
(ii) Provider shall provide to IPA immediate written notice of: (i) any modification, suspension or termination of any licensure certification and/or hospital privileges; (ii) conviction and/or program exclusion of himself/herself or any employee or agent of Provider rendering Covered Services hereunder; (iii) a material reduction in, or termination of, the amount or type of professional liability coverage required under this Agreement; (iv) any event which would impact Provider’s ability to lawfully perform the obligations set forth herein; (v) any other event which might make Provider (or any Group Provider) unable to render Covered Services to Enrollees in a high quality manner or otherwise comply with all of the terms of this Agreement; and/or (vi) if Provider adds, closes and/or changes the address of an office site for Provider’s practice or of any other change in Provider’s credentialing and/or billing information. In the case of a group, Provider will also provide prompt written notice to IPA if any Group Provider discontinues participation in Provider’s practice and/or if an additional billing professional joins Group Provider’s practice.
3.4 Liability Insurance.
(i) During the term of this IPA Agreement Provider shall maintain, at Provider's sole cost and expense, comprehensive general liability insurance and professional liability insurance in the minimum amount of $1,300,000 per occurrence and $3,900,000 in the aggregate if Provider is a physician and $1,000,000 per occurrence and $3,000,000 aggregate, if Provider is not physician. However, if Provider is a Group Provider of more than six (6) full time practitioners or is otherwise not an individual provider, then Provider shall maintain insurance with limits of at least $2 million for each occurrence and $3 million in the annual aggregate, or in such higher amounts as IPA and/or a Payor may require, to insure Provider and Provider's employees, agents or representatives against any claim for damages arising by reason of personal injury or death occasioned, directly or indirectly, in connection with the performance of any service by Provider i n connection with this IPA Agreement. Such insurance shall name IPA as an additional insured/certificate holder. If Provider has a “claims made” policy, upon or prior to the termination of this IPA Agreement for any reason, Provider shall purchase a “tail” policy or obtain replacement coverage which insures prior acts, including losses arising from occurrences during the term of this IPA Agreement, and shall maintain such tail for the applicable statute of limitations, or six (6) years, whichever is greater. This Section 3.4 shall survive the expiration or termination of this IPA Agreement.
(ii) All policies of insurance required by Section 3.4(i) shall require that IPA be provided with at least 30 days prior written notice of any modification, cancellation or non-renewal of such policies.
(iii) Upon the execution of this IPA Agreement, and at any other time upon the request of IPA, Provider shall provide IPA with proof that Provider has obtained and currently maintains adequate insurance in accordance with this Section 3.4.
3.5 Immediate Notification by Provider of Certain Occurrences. Provider shall notify IPA in writing i mmediately upon, but in no event more than 30 days after, the occurrence of any of the following:
(i) the filing of any claims against Provider for professional negligence or malpractice, or the institution of any action, litigation, or lawsuit in that regard, regardless of whether the claim involves an Enrollee;
(ii) cessation of business;
(iii) the appointment of a receiver or an assignee for the benefit of creditors of Provider, insolvency of Provider, inability of Provider to pay debts as they become due, or the commencement of any voluntary or involuntary bankruptcy proceedings by or against Provider or any similar proceedings;
(iv) arrest, indictment or conviction for any felony or criminal charge related to the practice of Provider's profession;
(v) any charges of professional or ethical misconduct brought against Provider and/or any clinician employed by Provider;
(vi) any investigation of Provider for alleged fraud and abuse or false claims conducted by a Payor or government agency;
(vii) the exclusion, debarment, suspension or any other limitation of Provider's right to participate in Medicare, any Medicaid program or any other federal or state health care program;
(viii) Provider contracts with an individual or entity that Provider or its affiliates knew or should have known is excluded from participation in any federal health care program;
(ix) any lapse of professional liability (malpractice) insurance maintained by Provider covering Provider, any denial, cancellation, or non-renewal of any such insurance, or any reduction in the amount of such insurance carried by or issued to Provider;
(x) Provider's termination from participating in any Plan;
(xi) any change in Provider's name, addresses, email addresses, telephone numbers, fax numbers or taxpayer identification numbers; and
(xii) any other occurrence or condition which might materially impair the ability of Provider to discharge its duties or obligations under this Agreement.
3.6 Participating in Credentialing/Recredentialing. Provider and any employee or contractor of Provider that will provide Covered Services under this IPA Agreement shall participate in IPA's and/or Payor's credentialing/recredentialing process, which shall include, without limitation, the submission of written proof of malpractice insurance and other information or documents, as requested by IPA and/or Payor. Provider shall submit all information requested by IPA and/or Payor on a timely basis and warrants and covenants that all such information will be current and accurate.
3.7 IPA's and/or Payor's Policies and Procedures. Provider shall abide by IPA Policies and Procedures or the policies and procedures as may be established or amended from time to time by a Payor with respect to Covered Services furnished to Enrollees and as may be set forth in the manuals (which may be solely web based), newsletters and other such correspondence from IPA and/or Payor. Such policies and procedures shall include, but are not limited to, IPA and/or Payor's standards and requirements for quality improvement, utilization management, credentialing, and Enrollee grievances.
3.8 Grievances. Consistent with applicable law, Provider agrees to cooperate with IPA and Payors in the execution of grievance procedures related to Provider's provision of Covered Services, shall assist IPA and Payors in taking appropriate corrective action, and shall comply with all final determinations made by IPA or Payor pursuant to such grievance procedures.
3.9 Referrals. Provider agrees to refer Enrollees, when necessary, to Plan Participating Providers, except in the case of an emergency or as otherwise required by law. In the event a referral is made to a non- Plan Participating Provider, it is the Provider's responsibility to advise the Enrollee that the provider is not participating with IPA and/or Payor and that the Enrollee may incur out of pocket costs for using a non-Plan Participating Provider.
3.10 Inspection. IPA or its designee shall have the right to inspect, audit and/or evaluate all medical, billing and financial records relating to the treatment of all Enrollees under or in connection with this IPA Agreement and to inspect Provider's locations and operations to ensure compliance with this IPA Agreement and the Payor Agreement, and to ensure that they are adequate to meet IPA or Payor's needs and requirements.
3.11 Provider Fees. Provider shall accept from Payors, as full compensation for Covered Services furnished to Enrollees in accordance with the terms hereof, payment at the applicable fee schedule rate, which may be changed from time to time, provided, however, that when treating an Enrollee in an insured workers compensation and/or PIP program, Provider agrees to accept the lesser of the applicable fee schedule then in effect or the state prescribed fee schedule, if any. Except as is otherwise provided herein, Provider shall accept such payments as complete and full discharge of the liability of Payor and Enrollee for the provision of Covered Services.
ARTICLE 4 - PROVISION OF COVERED SERVICES
4.1 Provider Services. Provider shall provide those Covered Services which Provider is l icensed/certified to provide, which Provider routinely provides, and which are within the scope of Provider’s practice on a twenty-four hour per day, seven (7) day per week basis, and to arrange for backup coverage to the extent possible with other Plan Participating Providers or non-Plan Participating Providers who have agreed to accept the rates paid to Provider by applicable Payor and utilization management protocols as if participating in the Network, including for emergencies and during periods of Provider’s absence. Provider shall utilize only qualified personnel to perform or assist in the responsibility for supervising and compensating its personnel and for requiring that such personnel be qualified and adhere to the terms and conditions of this IPA Agreement and all Payor Agreements. Provider agrees to provide Covered Services in accordance with this IPA Agreement, all IPA Policies and Procedures, and all applicable federal, state, and local laws, rules and regulations, as all of the foregoing may be amended from time to time.
4.2 Provision of Provider Services To Medicare Enrollees. In addition to the above, when rendering Covered Services to Medicare program Enrollees, Provider shall comply with all applicable CMS instructions and regulations, including the Medicare conditions of participation (as set forth in Title XVIII of the Social Security Act and 42 C.F.R. Part 422) and those referenced herein, and shall maintain such compliance throughout the term of this IPA Agreement, including the Medicare Addendum, attached as Exhibit F to the Agreement. When treating Medicare Enrollees, Provider shall provide information in a culturally appropriate manner to all Enrollees, including those with limited English proficiency or reading skills and diverse cultural and economic backgrounds.
4.3 Admitting Privileges. Provider will at all times during the term hereof maintain active admitting privileges with at least one Plan Participating Provider which is a hospital if admitting privileges are required for Provider’s specialty. Provider will refer Enrollees to a hospital which is a Plan Participating Provider for all elective admissions and, to the extent possible, all emergency admissions.
4.4 Cooperation With Coordination of Benefits. Provider shall cooperate and assist IPA and, when applicable, a Payor to obtain payments from other third party Payors, when in accordance with the coordination of benefit provisions of a Plan, another party has primary responsibility for payment for Covered Services. Such cooperation shall include, but not be limited to, providing information regarding additional coverage which may be available, completing claims forms from other third party Payors and assigning the right to such payments to the applicable payors;
4.5 Verification of Eligibility. Provider shall verify the eligibility of each Enrollee in accordance with the procedures set forth by IPA and/or a Payor. Compliance with IPA's and/or Payor's enrollment verification policies and procedures, and eligibility verification does not ensure that a person is, in fact, an Enrollee and eligible to receive Covered Services (i.e., authorization is not a guarantee of payment). IPA and the applicable Payor will have no responsibility for Covered Services provided to patients who are not eligible Enrollees. Provider shall be responsible to bill ineligible patients directly for Covered Services.
4.6 Non-exclusivity. Nothing contained in this Agreement shall prevent Provider from participating in, or contracting with, any other independent practice association, preferred provider organization, managed care organization, insurer or other health delivery or insurance program. In addition, the Parties acknowledge and agree that the Network is intended to be non¬exclusive and that IPA shall have the right to enter into an agreement with any Payor or other provider.
4.7 Communications with Enrollees. Notwithstanding any other provision in this IPA Agreement and regardless of any benefit or coverage exclusions associated with an Enrollee's Plan, Provider shall not be prohibited from discussing fully with an Enrollee any issues related to the Enrollee's health including recommended diagnostic tests, treatments, treatment alternatives, treatment risks and the consequences of any benefit coverage or payment decisions made by IPA and/or Payor or any other party. IPA and/or Payor shall not refuse to allow or to continue the participation of an eligible provider, or refuse to compensate Provider in connection with Covered Services rendered, solely because Provider has in good faith communicated with one or more of current, former or prospective Enrollees regarding the provisions, terms or requirements of a Plan as they relate to the health needs of such Enrollee.
4.8 Compliance with Administrative Programs. Provider agrees to comply with and be bound by all of Payors’ (including governmental entities’) and applicable regulatory policies and procedures as they may be amended from time to time, including, but not limited to, payment, external peer review, quality assurance and utilization management policies and procedures. Provider further agrees to cooperate fully in the implementation and operation of credentialing, grievance, appeal and other policies and procedures of Payors, as they may exist or be amended from time to time during the term of this IPA Agreement. Copies of the policies described in this Section 4.8 may be solely web based, as described in Section 3.7 of the IPA Agreement.
ARTICLE 5 - BILLING AND COMPENSATION
5.1 Submission of Claims. Provider shall submit all claims for Covered Services rendered to Enrollees covered by a Plan to the applicable Payor in accordance with instructions provided by the Payor. Provider shall use best efforts to submit claims electronically using IPA’s File Transfer Protocol (“FTP”) site and/or Change Healthcare or other similar electronic claim transmission account. FTP and/or Change Healthcare or other similar electronic claim transmittal instructions shall be available from IPA upon Provider’s request. Clean Claims must be submitted within the time frame applicable to each Payor accessing the IPA. Claims submitted after each Payor’s applicable time frame shall be denied payment, unless a coordination of benefits issue is involved, in which case a one hundred eighty (180) day limit from the date of service applies. Provider’s claims for payment shall be made using CMS 1500 format, UB 04 or such other forms approved for use by Payor and pursuant to HIPAA. If Provider submits claims electronically, Provider shall submit claims electronically to Payors hereunder and shall cooperate with Payor in implementing such electronic claim submission. Provider shall submit Clean Claims so as to enable Payor to determine whether the services are Covered Services. In certain circumstances, and unless otherwise agreed upon by IPA, Payor shall pay Provider in accordance with this IPA Agreement using an "EZ Pay Card," which is a single use VISA (or alternative credit card) number, the amount of which is redeemable for ninety (90) days using the Provider’s point of sale card terminal. In the event that a Payor makes an incorrect payment, duplicate payment or an overpayment, Provider agrees to repay Payor within seven (7) days of the date of Payor’s request for such repayment and that in the event Provider fails to issue a voluntary and timely refund to Payor, subsequent payments by the Payor shall be adjusted or offset by the amount of the refund requested, or, if no such payment exists, Payor shall pursue Provider using any and all available remedies within the timeframes allowed by law.
5.2 Medicare Prompt Payment. When a Provider is rendering Covered Services to Medicare Enrollees, the relevant Payor or its agent shall remit payment for each Clean Claim no later than the 30th calendar day following receipt of the claim, or no later than the time limit established for the payment of claims in the Medicare program pursuant to 42 CFR 422.520.
ARTICLE 6 - RESTRICTIVE COVENANTS
6.1 Confidential Information.
(i) Covenants of Provider. All information concerning the terms and conditions of this IPA Agreement or developed hereunder, including the rates of compensation hereunder, shall be kept confidential by Provider and shall not be disclosed, directly or indirectly, to a third party except as required by law (in which case the disclosing Party shall provide to the other Party prior notice of its intended disclosure which affords to the other Party reasonable time in which to attempt quash such disclosure) or to carry out such Party’s respective obligations hereunder or, as to IPA, under a Payor Agreement. Provider shall maintain as confidential all non-public information relating to IPA (“IPA Proprietary Information”). For purposes of this Agreement, “IPA Proprietary Information” shall include, but shall not be limited to: (i) the terms and conditions of all Payor Agreements; (ii), the financial arrangements between any provider and IPA, or any Payor and IPA; and (iii) confidential information relating to IPA’s business operations, clients, strategic plans and/or finances. Except as expressly permitted by this Agreement, IPA covenants not to disclose to third parties any information relating to the business of Provider obtained by IPA in the course of the relationship contemplated under this Agreement (“Provider Proprietary Information”), or to use such information for any purpose except as required or permitted hereunder. This Section shall not apply to information which: (i) is provided to voluntary accreditation agencies, government agencies or Payors or which is required to be disclosed by law or is consented to be disclosed by Provider; (ii) is reasonably required by other health care providers involved in a particular patient’s care or by Payors involved in payment therefore; (iii) IPA can show was lawfully made known to IPA prior to disclosure by Provider; (iv) IPA discloses in connection with marketing or supporting its affinity or related product or service offerings; or (v) is or becomes public knowledge through no fault of IPA.
(ii) The Parties agree that any remedy available at law for any breach or attempted breach of this section may be inadequate and that the damage to the non-breaching Party for such breach or attempted breach will be irreparable, and, accordingly, the Parties agree that in the event of a breach or attempted breach of this Section, the non-breaching Party shall be entitled to seek specific performance, injunctive or other equitable relief, in addition to any money damages or other remedies which may exist in law or equity.
ARTICLE 7 - TERM AND TERMINATION
7.1 Term. This IPA Agreement shall commence as of the date executed by the Parties and shall thereafter automatically renew for successive terms of one (1) year each unless terminated as provided below.
7.2 Termination Without Cause. IPA may terminate this IPA Agreement at any time for any reason or no reason upon 90 days prior notice to Provider.
7.3 Termination With Cause.
(i) A Party may terminate this IPA Agreement for material breach by the other Party of any of the terms or provisions of this IPA Agreement by providing the other Party at least 90 days prior notice specifying the nature of the material breach. During the first 60 days of the notice period, the breaching Party may cure the breach to the reasonable satisfaction of the non-breaching Party.
(ii) A notice of termination shall include the reasons for the termination and if Provider is an individual licensed pursuant to Article VIII of the New York Education Law, notice shall include that Provider has the right to request a hearing or review, at Provider’s discretion, before a panel appointed by IPA and a time limit of not less than 30 days within which Provider may request a hearing. The Parties acknowledge that such rights do not extend to Provider if Provider is a professional corporation, professional association or partnership rather than an individual practitioner, physician or provider. In such a case Provider shall not have the right to request a hearing.
7.4 Immediate Termination. Subject to applicable law, IPA may terminate this IPA Agreement in its entirety upon immediate notice to IPA upon the occurrence of any of the following: (a) IPA is notified of a situation in which Provider may cause imminent harm to an Enrollee; (b) there has been a final determination of fraud by Provider; or (c) there has been a final determination by a State licensing board or other Governmental Authority that impairs Provider’s ability to practice. Notwithstanding anything contained in this Agreement to the contrary, if Provider is a Group Provider, IPA may, in its discretion, terminate or non-renew this IPA Agreement pursuant to this Article VII as to any individual Group Provider(s) without otherwise effecting the duties and obligations of the non-terminated/renewed individual Group Provider(s), as to whom this IPA Agreement shall, in the sole discretion of IPA, otherwise remain in full force and effect.
ARTICLE 8 - RECORDS AND DATA COLLECTION
8.1 Maintenance of Records. Provider shall maintain adequate and accurate records relating to all Covered Services provided to Enrollees by Provider and the cost thereof, in such form and containing such information as required by applicable Laws and in accordance with the standards of applicable accreditation agencies. All such records shall be the joint property of Provider and IPA, to the extent permitted by Law. Such records shall be retained by Provider for the length of time mandated by Law. The obligations created by this Section shall survive the termination of this IPA Agreement.
8.2 Data. Pursuant to appropriate consent/authorization by the Enrollee, the Provider will make the Enrollee's clinical records and other personally identifiable information (including encounter data for government-sponsored programs) available to the IPA and/or Payor for purposes including preauthorization, concurrent review, quality assurance, provider claims processing and payment.
8.3 Confidentiality of Enrollee's Clinical Records. Provider shall comply with all applicable Laws and all applicable standards, policies and procedures implemented or adopted by entities and agencies with authority over IPA or Payor, and those implemented or adopted by IPA or applicable Payors regarding the confidentiality and security of health information of an Enrollee (“Enrollee Information”), including, but not limited to, the Health Insurance Portability and Accountability Act of 1996, as amended, and any regulations promulgated thereunder (“HIPAA”) and shall use and disclose such information or records only in accordance with state and federal laws and Payor or IPA requirements, as applicable. If applicable, Provider agrees to abide by the Business Associate Agreement between the Parties. The obligations created by this Section 8.3 shall survive the termination of this IPA Agreement.
8.4 Maintenance and Enrollee Access to Records. Provider shall retain medical records of Enrollees for six (6) years after the date of service rendered or, in the case of minors, six (6) years after the age of majority, or for Covered Services rendered to a Medicare plan Enrollee, for ten (10) years following the termination of this IPA Agreement or the completion of a CMS audit, whichever is later. Provider shall document in an Enrollee’s medical record whether the Enrollee has executed an advanced directive. This provision shall survive termination of this IPA Agreement for any reason. Copies of all such records shall be provided at no cost to IPA and/or Payors. Provider’s obligations set forth in this Section 8.4 shall survive termination of this IPA Agreement.
8.5 Government Access to Records. In accordance with applicable laws and regulations, Provider shall release to any federal, state and/or local agency or accrediting organization all records or copies of such records within the possession of Provider related to the Covered Services provided to Enrollees under this IPA Agreement if such access is necessary to comply with accreditation standards, statutes or regulations applicable to Provider.
8.6 Audit.
(i) Provider shall maintain and provide any other records related to the provision of Covered Services which IPA or a Payor may reasonably request for regulatory compliance and shall cooperate with IPA and Payors in all fiscal and medical audits, site inspections, peer reviews, utilization reviews, credentialing, recredentialing and any other monitoring required by a regulatory or accreditation agency. Any such record shall be delivered to IPA and/or the applicable Plan within five (5) business days of a request for such record;
(ii) Provider shall promptly comply with all directives and recommendations issued as a result of any such inspection or audit; and
(iii) A Payor or IPA may use statistical samples and other appropriate external audit and fraud and abuse and detection devices in conducting audits of Provider's records, books, papers, i nformation and documents.
8.7 Disclosure of Provider Information and Records. Subject to all applicable confidentiality laws, Provider hereby authorizes IPA and/or Payor to release any and all information specific to Provider, (including, but not limited to, utilization profiles, encounter data, treatment plans, outcome data and other information pertinent to Provider’s performance of Covered Services and/or, the professional qualifications of its staff and/or other credentialing information), to applicable government authorities, Payors and other entities. This provision shall survive the termination of this IPA Agreement.
8.8 Listings of Providers. Provider agrees that IPA and Payors may list Plan Participating Provider’s name(s), address, telephone number, description of its services, and such other information as deemed relevant, in IPA’s and/or Payors’ rosters of Participating Providers and such other listings, directories and publications as IPA or Payor may produce from time to time.
ARTICLE 9 - NOTICES
9.1 Notices. Any notice or other communication by either Party to the other shall be in writing and effective when delivered personally, by facsimile transmission (with confirmation), through private delivery services, by electronic means, or by Certified U.S. Mail to the applicable Party at its address set forth with its signature, or to such other address, and to the attention of such other person or officer, as either Party may designate in writing in accordance with this Section. Mailed notices shall be deemed received three (3) business days following mailing. Notices to IPA shall be sent to: Chief Legal Officer, Brighton Health Network, LLC, One Penn Plaza, Suite 5300, New York, New York 10199.
ARTICLE 10 - MISCELLANEOUS
10.1 This IPA Agreement and the exhibits attached hereto constitute the only agreement and the entire understanding between the Parties hereto relating to the matters herein contained. The terms and provisions of this IPA Agreement are hereby declared to be severable, so that if any terms or provisions or part thereof are held invalid or unenforceable, such validity or unenforceability shall not affect the validity or enforceability of the other provisions hereof.
10.2 No provision of this IPA Agreement is intended to create, nor shall be deemed or construed to create, any relationship between IPA and Provider other than that of independent entities contracting with each other hereunder solely for the purpose of effectuating the provisions of this IPA Agreement. Neither of the Parties hereto, nor any of their respective officers, directors or employees, shall be construed to be the agent, employee, or representative of the other, except as specifically provided herein. Neither Party may make any claim against the other for social security benefits, worker's compensation benefits, unemployment insurance benefits, vacation pay, sick leave or any other employee benefit of any kind. Provider is not authorized to speak or act on behalf of IPA for any purpose whatsoever without the prior written consent of IPA.
10.3 The waiver by any Party hereto of a breach of any provision of this IPA Agreement shall not operate or be construed as a waiver of any subsequent breach by any Party.
10.4 In the event that either Party brings legal action relating to this IPA Agreement, the prevailing Party shall be entitled to payment by the other of all reasonable attorneys' fees, costs and expenses i ncurred in such action.
10.5 This IPA Agreement and the rights and obligations hereunder shall not be assignable by either Party hereto except that IPA shall have the right to assign its rights and obligations hereunder to any corporation that is a subsidiary, parent, or affiliate of IPA. Provider may not assign Provider's rights and obligations to any person or entity without the prior written consent of IPA and any attempted assignment without such prior written consent shall be void. Subject to the foregoing, this IPA Agreement shall inure to the benefit of and be binding upon the Parties hereto and also their respective heirs, assigns, and successors in interest of any kind whatsoever.
10.6 Provider shall not have the right to subcontract this IPA Agreement or any of the rights or obligations thereunder without the prior, written consent of IPA.
10.7 All terms and words used in this IPA Agreement regardless of the number or gender in which they are used shall be deemed to include any number and any gender as context may require.
10.8 Any obligation of the Parties or provision of this IPA Agreement which by its nature is intended to survive the termination of this IPA Agreement shall survive such termination.
10.9 The “New York State Department of Health Standard Clauses for Managed Care Provider/IPA Contracts,” attached to this IPA Agreement as Exhibit 1, are expressly incorporated into this IPA Agreement and are binding upon the Parties to this IPA Agreement and shall apply with respect to products governed under New York law. In the event of any inconsistent or contrary language between the terms of the Standard Clauses the terms of this IPA Agreement, the Parties agree that the provisions of the Standard Clauses shall prevail, except to the extent applicable law provides otherwise.
10.10 This IPA Agreement shall be interpreted and enforced in accordance with the laws of the State of New York, without giving effect to conflict of law principles. Each Party hereby agrees and consents to the in personam jurisdiction of, and venue in, the courts of the State of New York with respect to any dispute or controversy arising under or in connection with this IPA Agreement. The Parties shall meet in good faith negotiations in order to resolve any disputes arising hereunder.
10.11 Neither IPA nor any Payors by this IPA Agreement or otherwise, guarantees to Provider the opportunity to provide Covered Services to any minimum number of Enrollees.
10.12 IPA may amend this IPA Agreement at any time on thirty (30) days’ prior written notice, or less, if reasonably required by a Payor. Changes in any IPA Policies and Procedures shall not be deemed amendments of this IPA Agreement. IPA may amend the IPA Agreement upon less than thirty (30) days’ notice to comply with the requirements of state and federal regulatory authorities and shall provide Provider with a copy of any such amendment and its effective date. Unless such regulatory authorities direct otherwise, the signature of Provider will not be required for such an amendment. Written notice shall include by electronic means, as provided by Section 9.1 above. All material amendments are subject to the prior approval of the New York State Department of Health.
10.13 This IPA Agreement and all amendments and exhibits and hereto shall be subject to the prior approval of the New York Department of Health, and may not be effectuated without such approval.
10.14 This IPA Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which, together, shall constitute one and the same agreement.
10.15 IPA will act as agent for Provider with regard to the remittance of payment for claims by Payors, and in its capacity as agent will assist Provider in resolving any claims adjudication issues that Provider may have with Payors.
10.16 As applicable, if Payor is participating in the MMP program, the Parties shall be bound by the provisions of Exhibit 3 to this IPA Agreement, which exhibit is attached hereto and incorporated herein.
10.17 This IPA Agreement and any attachments, exhibits or any other documents incorporated and referred to herein, constitutes the entire IPA Agreement between the Parties with respect to the subject matter hereof and supersedes any and all other agreements, whether oral or written, regarding the same. To the extent there is a conflict between a provision in the body of the IPA Agreement and any other document attached hereto, the terms of the Agreement shall control, provided, however, that in the event of an inconsistency between any provision in the body of this IPA Agreement and any provision set forth in Exhibit 1 attached hereto, the provision set forth in such Exhibits shall control.
EXHIBIT 1 (of New York State IPA Participating Provider Agreement)
NEW YORK STATE DEPARTMENT OF HEALTH
STANDARD CLAUSES
FOR MANAGED CARE PROVIDER/IPA CONTRACTS
(April 1, 2017 Version)
Notwithstanding any other provision of this agreement, contract, or amendment (hereinafter "the Agreement " or "this Agreement ") the Article 44 plans and providers (hereinafter “parties”) that contract with such plans agree to be bound by the following clauses which are hereby made a part of the Agreement. Further, if this Agreement is between a Managed Care Organization and an IPA, or between an IPA and an IPA, such clauses must be included in IPA contracts with providers, and providers must agree to such clauses.
A. DEFINITIONS FOR PURPOSES OF THIS EXHIBIT
"Managed Care Organization " or "MCO " shall mean the person, natural or corporate, or any groups of such persons, certified under Public Health Law Article 44, who enter into an arrangement, agreement or plan or any combination of arrangements or plans which provide or offer, or which do provide or offer, a comprehensive health services plan, or a health and long term services plan.
"Independent Practice Association " or "IPA " shall mean an entity formed for the limited purpose of contracting for the delivery or provision of health services by individuals, entities and facilities licensed and/or certified to practice medicine and other health professions, and, as appropriate, ancillary medical services and equipment, by which arrangements such health care providers and suppliers will provide their services i n accordance with and for such compensation as may be established by a contract between such entity and one or more MCOs. "IPA" may also include, for purposes of this Agreement, a pharmacy or laboratory with the legal authority to contract with other pharmacies or laboratories to arrange for or provide services to enrollees of a New York State MCO.
"Provider " shall mean physicians, dentists, nurses, pharmacists and other health care professionals, pharmacies, hospitals and other entities engaged in the delivery of health care services which are licensed, registered and/or certified as required by applicable federal and state law.
B. GENERAL TERMS AND CONDITIONS
1. This agreement is subject to the approval of the New York State Department of Health (DOH) and if implemented prior to such approval, the parties agree to incorporate into this Agreement any and all modifications required by DOH for approval or, alternatively, to terminate this Agreement if so directed by DOH, effective sixty (60) days subsequent to notice, subject to Public Health Law §4403 (6)(e). This Agreement is the sole agreement between the parties regarding the arrangement established herein.
2. Any material amendment to this Agreement is subject to the prior approval of DOH, and any such amendment shall be submitted for approval in accordance with the appropriate procedures and timelines described in Sections III and VII of the New York State Department of Health Provider Contract Guidelines for MCOs and IPA/ACOs. To the extent the MCO provides and arranges for the provision of comprehensive Health Care Services to enrollees served by the Medical Assistance Program, the MCO shall notify and/or submit a copy of such material amendment to DOH, as may be required by the Medicaid Managed Care contract between the MCO and DOH.
3. Assignment of an agreement between an MCO and (1) an IPA/ACO, (2) an institutional network Provider, or (3) a medical group Provider that serves five (5) percent or more of the enrolled population in a county, or the assignment of an agreement between an IPA/ACO and (1) an institutional Provider or (2) a medical group Provider that serves five (5) percent or more of the enrolled population in a county, requires the prior approval of the Commissioner of Health.
4. The Provider agrees, or if the Agreement is between the MCO and an IPA/ACO or between an IPA/ACO and an IPA/ACO, the IPA/ACO agrees and shall require the IPA/ACO’s Providers to agree, to comply fully and abide by the rules, policies and procedures that the MCO (a) has established or will establish to meet general or specific obligations placed on the MCO by statute, regulation, contract, or DOH or DFS guidelines or policies and (b) has provided to the Provider at least 30 days in advance of implementation, including but not limited to:
a. quality improvement/management
b. utilization management, including but not limited to precertification procedures, referral process or protocol, and reporting of clinical encounter data
c. member grievances; and
d. Provider credentialing
5. The Provider or, if the Agreement is between the MCO and an IPA/ACO, or between an IPA/ACO and an IPA/ACO, the IPA/ACO agrees, and shall require its Providers to agree, to not discriminate against an enrollee based on color, race, creed, age, gender, sexual orientation, disability, place of origin, source of payment or type of illness or condition.
6. If the Provider is a primary care practitioner, the Provider agrees to provide twenty-four (24) hour coverage and back-up coverage when the Provider is unavailable. The Provider may use a twentyfour (24) hour back-up call service provided appropriate personnel receive and respond to calls in a manner consistent with the scope of their practice.
7. The MCO or IPA/ACO that is a party to this Agreement agrees that nothing within this Agreement is intended to, or shall be deemed to, transfer liability for the MCO’s or IPA/ACO’s own acts or omissions, by indemnification or otherwise, to a Provider.
8. Notwithstanding any other provision of this Agreement, the parties shall comply with the provisions of the Managed Care Reform Act of 1996 (Chapter 705 of the Laws of 1996) Chapter 551 of the Laws of 2006, Chapter 451 of the Laws of 2007, Chapter 237 of the Laws of 2009, Chapter 297 of the Laws of 8. Notwithstanding any other provision of this Agreement, the parties shall comply with the provisions of the Managed Care Reform Act of 1996 (Chapter 705 of the Laws of 1996) Chapter 551 of the Laws of 2006, Chapter 451 of the Laws of 2007, Chapter 237 of the Laws of 2009, Chapter 297 of the Laws of
9. To the extent the MCO enrolls individuals covered by the Medical Assistance Program, this Agreement incorporates the pertinent MCO obligations under the Medicaid Managed Care contract between the MCO and DOH as set forth fully herein, including:
a. The MCO will monitor the performance of the Provider or IPA/ACO under the Agreement and will terminate the Agreement and/or impose other sanctions if the Provider’s or IPA/ACO’s performance does not satisfy the standards set forth in the Medicaid Managed Care contract.
b. The Provider or IPA/ACO agrees that the work it performs under the Agreement will conform to the terms of the Medicaid managed care contract between the MCO and DOH and that it will take corrective action if the MCO identifies deficiencies or areas of needed improvement in the Provider’s or IPA/ACO’s performance.
c. The Provider or IPA/ACO agrees to be bound by the confidentiality requirements set forth in the Medicaid Managed Care contract between the MCO and DOH.
d. The MCO and the Provider or IPA/ACO agree that a woman’s enrollment in the MCO’s Medicaid Managed Care product is sufficient to provide services to her newborn, unless the newborn is excluded from the enrollment in Medicaid Managed Care or the MCO does not offer a Medicaid Managed Care product in the mother’s county of fiscal responsibility.
e. The MCO shall not impose obligations and duties on the Provider or IPA/ACO that are i nconsistent with the Medicaid Managed Care contract or that impair any rights accorded to DOH, the local Department of Social Services, or the United States Department of Health and Human Services.
f. The Provider or IPA/ACO agrees to provide medical records to the MCO for purposes of determining newborn eligibility for Supplemental Security Income where the mother is a member of the MCO and for quality purposes at no cost to the MCO.
g. The Provider or IPA/ACO agrees, pursuant to 31 U.S.C. §1352 and CFR Part 93, that no federally appropriated funds have been paid or will be paid to any person by or on behalf of the Provider/IPA/ACO for the purpose of influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of any Member of Congress in connection with the award of any federal loan, the entering into of any cooperative agreement, or the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. The Provider or IPA/ACO agrees to complete and submit the “Certification Regarding Lobbying,” Appendix attached hereto as Exhibit 2 and incorporated herein, if this Agreement exceeds $100,000. If any funds other than federally appropriated funds have been paid or will be paid to any person for the purpose of influencing or attempting to i nfluence an officer or employee of any agency, a Member of Congress, an officer or employee of a member of Congress, in connection with the award of any federal contract, the making of any federal grant, the making of any federal loan, the entering of any cooperative agreement, or the extension, continuation, renewal, amendment, or modification of any federal contract, grant loan, or cooperative agreement, and the Agreement exceeds $100,000 the Provider or IPA/ACO shall complete and submit Standard Form-LLL “Disclosure Form to Report Lobbying,” in accordance with its instructions.
h. The Provider or IPA/ACO agrees to disclose to the MCO, on an ongoing basis, any managing employee who has been convicted of a misdemeanor or felony in relation to the employee’s involvement in any program under Medicare, Medicaid or a Title XX services program (block grant programs).
i. The Provider or IPA/ACO agrees to monitor its employees and staff against the List of Excluded Individuals and Entities (LEIE), the Social Security Administration Death Master List, and the National Plan Provider Enumeration System (NPPES).
j. The Provider or IPA/ACO agrees to disclose to the MCO complete ownership, control, and relationship information
k. The Provider or IPA/ACO agrees to obtain for the MCO ownership information from any subcontractor with whom the Provider has had a business transaction totaling more than $25,000 during the 12-month period ending on the date of the request made by DOH, Office of the Medicaid Inspector General (OMIG) or the United States Department of Health and Human Services (DHHS). The information requested shall be provided to the MCO within 35 days of such request.
l. The Provider or IPA/ACO agrees to have an officer, director or partner of the Provider execute and deliver to DOH a certification, using a form provided by DOH through OMIG’s website, within five (5) days of executing this agreement, stating that:
i. The Provider or IPA/ACO is subject to the statutes, rules, regulations, and applicable Medicaid Updates of the Medicaid program and of DOH related to the furnishing of care, services or supplies provided directly by, or under the supervision of, or ordered, referred or prescribed by the Provider. This includes 18 NYCRR 515.2 except to the extent that any reference in the regulation establishing rates, fees, and claiming i nstructions will refer to the rates, fees and claiming instructions set by the MCO.
ii. All claims submitted for payment by the Provider/IPA/ACO are for care, services or medical supplies that have been provided.
iii. Payment requests are submitted in accordance with applicable law.
m. The Provider or IPA/ACO agrees to require that an officer, director or partner of all subcontractors if they are not natural persons, or the subcontractor itself if it is a natural person, execute a certification, using a form provided by DOH through OMIG’s website, before the subcontractor requests payment under the subcontract, acknowledging that:
i. The subcontractor is subject to the statutes, rules, regulations, and applicable Medicaid Updates of the Medicaid program and of DOH related to the furnishing of care, services or supplies provided directly by, or under the supervision of, or ordered, referred or prescribed by the subcontractor. This includes 18 NYCRR 515.2 except to the extent that any reference in the regulation establishing rates, fees, and claiming i nstructions will refer to the rates, fees and claiming instructions set by the MCO.
ii. All claims submitted for payment by the subcontractor are for care, services or medical supplies that have been provided.
iii. Payment requests are submitted in accordance with applicable law.
10. The parties to this Agreement agree to comply with all applicable requirements of the federal Americans with Disabilities Act.
11. The Provider agrees, or if the Agreement is between the MCO and an IPA/ACO or between an IPA/ACO and an IPA/ACO, the IPA/ACO agrees and shall require the IPA’s Providers to agree, to comply with all applicable requirements of the Health Insurance Portability and Accountability Act, the HIV confidentiality requirements of Article 27-F of the Public Health Law, and Mental Hygiene Law § 33.13.
12. Compliance Program. The Provider agrees that if it claims, orders, or is paid $500,000 or more per year from the Medical Assistance Program, including, in the aggregate, claims submitted to or paid directly by the Medical Assistance Program and/or claims submitted to or paid by any MCO under the Medicaid Managed Care Program, that it shall adopt and implement a compliance program which meets the requirements of New York State Social Services Law § 363-d(2) and 18 NYCRR § 521.3.
13. Compliance Program Certification. The Provider agrees that if it is subject to the requirements of Section B (12) of this Appendix, it shall certify to DOH, using a form provided by OMIG on its website, within 30 days of entering into a Provider Agreement with the MCO, if they have not so certified within the past year that a compliance program meeting the requirements of 18 NYCRR §521.3 and Social Services Law § 363-d(2) is in place. The Provider shall recertify during the month of December each year thereafter using a form provided by OMIG on OMIG’s website.
C. PAYMENT;RISK ARRANGEMENTS
1. Enrollee Non-liability. Provider agrees that in no event, including, but not limited to, nonpayment by t he MCO or IPA/ACO, insolvency of the MCO or IPA/ACO, or breach of this Agreement, shall Provider bill; charge; collect a deposit from; seek compensation, remuneration or reimbursement from; or have any recourse against a subscriber, an enrollee or person (other than the MCO or IPA/ACO) acting on his/her/their behalf, for services provided pursuant to the subscriber contract or Medicaid Managed Care contract and this Agreement, for the period covered by the paid enrollee premium. In addition, in the case of Medicaid Managed Care, Provider agrees that, during the time an enrollee is enrolled in the MCO, Provider will not bill DOH or the City of New York for covered services within the Medicaid Managed Care benefit package as set forth in the Agreement between the MCO and DOH. This provision shall not prohibit the Provider, unless the MCO is a Managed Long Term Care plan designated as a Program of All-Inclusive Care for the Elderly (PACE), from collecting copayments, coinsurance amounts, or permitted deductibles, as specifically provided in the evidence of coverage, or fees for uncovered services delivered on a fee-for-service basis to a covered person, provided that Provider shall have advised the enrollee in writing that the service is uncovered and of the enrollee’s liability therefore prior to providing the service. Where the Provider has not been given a list of services covered by the MCO, and/or Provider is uncertain as to whether a service is covered, the Provider shall make reasonable efforts to contact the MCO and obtain a coverage determination prior to advising an enrollee as to coverage and liability for payment and prior to providing the service. This provision shall survive termination of this Agreement for any reason and shall supersede any oral or written agreement now existing or hereafter entered i nto between Provider and enrollee or person acting on his or her behalf.
2. Coordination of Benefits (COB). To the extent otherwise permitted in this Agreement, the Provider may participate in collection of COB on behalf of the MCO, with COB collectibles accruing to the MCO or to the Provider. However, with respect to enrollees eligible for medical assistance or participating in Child Health Plus, the Provider shall maintain and make available to the MCO records reflecting COB proceeds collected by the Provider or paid directly to enrollees by third party payers, and amounts thereof, and the MCO shall maintain or have immediate access to records concerning collection of COB proceeds.
3. If the Provider is a health care professional licensed, registered or certified under Title 8 of the Education Law, the MCO or the IPA/ACO must provide notice to the Provider at least ninety (90) days prior to the effective date of any adverse reimbursement arrangement as required by Public Health Law §4406-c(5-c). Adverse reimbursement change shall mean a proposed change that could reasonably be expected to have a material adverse impact on the aggregate level of payment to a health care professional. This provision does not apply if the reimbursement change is required by law, regulation or applicable regulatory authority; is required as a result of changes in fee schedules, reimbursement methodology or payment policies established by the American Medical Association current procedural terminology (CPT) codes, reporting guidelines and conventions; or such change is expressly provided for under the terms of this Agreement by the inclusion or reference to a specific fee or fee schedule, reimbursement methodology, or payment policy indexing scheme.
4. The parties agree to comply with and incorporate the requirements of Physician Incentive Plan (PIP) Regulations contained in 42 CFR §438.6(h), 42 CFR §422.208, and 42 CFR §422.210 into any contracts between the contracting entity (Provider, IPA/ACO, hospital, etc.) and other persons/entities for the provision of services under this Agreement. No specific payment will be made directly or indirectly under the plan to a physician or physician group as an inducement to reduce or limit medically necessary services furnished to an enrollee.
5. The parties agree that, where required by Public Health Law §4903, a claim for certain continued, extended, or additional health care services cannot be denied on the basis of medical necessity or a lack of prior authorization while a utilization review determination is pending if all necessary information was provided within the required timeframes and under the circumstances described in Public Health Law §4903.
6. The parties agree to follow Section 3224-a of the Insurance Law providing timeframes for the submission and payment of Provider claims to the MCO.
7. The parties agree to follow Section 3224-b(a) of the Insurance Law requiring an MCO to accept and initiate the processing of all claims submitted by physicians that conform to the American Medical Association’s Current Procedural Technology (CPT) codes, reporting guidelines and conventions, or to the Centers for Medicare and Medicaid Services’ Healthcare Common Procedure Coding System (HCPCS).
8. The parties agree to follow Section 3224-b(b) of the Insurance Law prohibiting an MCO from initiating overpayment recovery efforts more than 24 months after the original payment was received by a health care Provider, except where: (1) the plan makes overpayment recovery efforts that are based on a reasonable belief of fraud or other intentional misconduct or abusive billing; (2) for the Medicaid Managed Care and Family Health Plus programs, the overpayment recovery period for such programs is six (6) years from date payment was received by the health care Provider with written notice 30 days prior to engaging in overpayment recovery efforts. Such notice must state the patient’s name, service date, payment amount, proposed adjustment, and a reasonably specific explanation of the proposed adjustment.
9. The parties agree to follow Section 3224-c of the Insurance Law providing that claims cannot be denied solely on the basis that the MCO has not received from the member information concerning other insurance coverage.
10. The parties agree that this contract does not waive, limit, disclaim, or in any way diminish the rights that any Provider may have pursuant to Section 3238 of the Insurance Law to the receipt of claims payment for services where preauthorization was required and received from the appropriate person or entity prior to the rendering of the service.
11. The parties agree that for a contract involving Tier 2 or 3 arrangements as described in Section VII.B of the Guidelines, the contract must:
a. Provide for the MCO’s ongoing monitoring of Provider financial capacity and/or periodic Provider financial reporting to the MCO to support the transfer of risk to the Provider; and
b. Include a provision to address circumstance where the Provider’s financial condition indicates an inability to continue accepting such risk; and
c. Address MCO monitoring of the financial security deposit, describing the method and frequency of monitoring and recourse for correcting underfunding of the deposit to be maintained by the MCO; and
d. Include a provision that the Provider will submit any additional documents or information related to its financial condition to the MCO, if requested by DOH.
12. The parties agree that for any contract involving an MCO and IPA/ACO, the contract must include provisions whereby:
a. The parties expressly agree to amend or terminate the contract at the direction of DOH (applies to Tier 1, Tier 2, and Tier 3);
b. The IPA/ACO will submit annual financial statements to the MCO, as well as any additional documents required by the MCO as necessary to assess the IPA/ACO’s progress towards achieving value based payment goals as specified in the Roadmap, and the MCO will notify DOH of any substantial change in the financial condition of the IPA/ACO (applies to Tier 2 and Tier 3); and
c. The IPA/ACO will submit any additional documents or information related to its financial condition to the MCO, if requested by DOH (applies to Tier 2 and Tier 3); and
d. The parties agree that all Provider contracts will contain provision prohibiting Providers, in the event of a default by the IPA/ACO, from demanding payment from the MCO for any covered services rendered to the MCO’s enrollees for which payment was made by the MCO to the IPA/ACO pursuant to the risk agreement (applies to Tier 2 and Tier 3).
D. RECORDS; ACCESS
1. Pursuant to appropriate consent/authorization by the enrollee, the Provider will make the enrollee’s medical records and other personally identifiable information (including encounter data for government-sponsored programs) available to the MCO (and IPA/ACO if applicable) for purposes including preauthorization, concurrent review, quality assurance, (including Quality Assurance Reporting Requirements (QARR)), payment processing, and qualification for government programs, including but not limited to newborn eligibility for Supplemental Security Income (SSI) and for MCO/Manager analysis and recovery of overpayments due to fraud and abuse. The Provider will also make enrollee’s medical records available to the State for management audits, financial audits, program monitoring and evaluation, licensure or certification of facilities or individuals, and as otherwise required by state law. The Provider shall provide copies of such records to DOH at no cost. The Provider (or IPA/ACO if applicable) expressly acknowledges that the Provider shall also provide to the MCO and the State (at no expense to the State), on request, all financial data and reports, and information concerning the appropriateness and quality of services provided, as required by law. These provisions shall survive termination of the contract for any reason.
2. When such records pertain to Medicaid reimbursable services, the Provider agrees to disclose the nature and extent of services provided and to furnish records to DOH and/or the United States Department of Health and Human Services, the County Department of Social Services, the Comptroller of the State of New York, the Office of the Medicaid Inspector General, the New York State Attorney General, and the Comptroller General of the United States and their authorized representatives upon request. This provision shall survive the termination of this Agreement regardless of the reason.
3. The parties agree that medical records shall be retained for a period of six years after the date of service, and in the case of a minor, for three (3) years after majority or six (6) years after the date of service, whichever is later, or for such longer period as specified elsewhere within this Agreement. This provision shall survive the termination of this Agreement regardless of the reason.
4. The MCO and the Provider agree that the MCO will obtain consent directly from enrollees at the time of enrollment or at the earliest opportunity, or that the Provider will obtain consent from enrollees at the time of service is rendered or at the earliest opportunity, for disclosure of medical records to the MCO, to an IPA/ACO or to third parties. If the Agreement is between an MCO and an IPA/ACO, or between an IPA/ACO and an IPA/ACO, the IPA/ACO agrees to require the Providers with which it contracts to agree as provided above. If the Agreement is between an IPA/ACO and a Provider, the Provider agrees to obtain consent from the enrollee if the enrollee has not previously signed consent for disclosure of medical records.
E. TERMINATION AND TRANSITION
1. Termination or non-renewal of an agreement between an MCO and an IPA/ACO, institutional network Provider, or medical group Provider that serves five (5) percent or more of the enrolled population in a county, or the termination or non-renewal of an agreement between an IPA/ACO and an institutional Provider or medical group Provider that serves five (5) percent or more of the enrolled population in a county, requires notice to the Commissioner of Health. Unless otherwise provided by statute or regulation, the effective date of termination shall not be less than 45 days after receipt of notice by either party, provided, however, that termination by the MCO may be effected on less than 45 days’ notice provided the MCO demonstrates to the satisfaction of DOH, prior to termination, that circumstances exist which threaten imminent harm to enrollees or which result in Provider being legally unable to deliver the covered services and, therefore, justify or require immediate termination.
2. If this Agreement is between the MCO and a health care professional, the MCO shall provide to such health care professional a written explanation of the reasons for the proposed contract termination, other than non-renewal, and an opportunity for a review as required by state law. The MCO shall provide the health care professional 60 days’ notice of its decision to not renew this Agreement.
3. If this Agreement is between an MCO and an IPA/ACO, and the Agreement does not provide for automatic assignment of the IPA/ACO’s Provider contracts to the MCO upon termination of the MCO/IPA/ACO contract, in the event either party gives notice of termination of the Agreement, the parties agree, and the IPA/ACO’s Providers agree, that the IPA/ACO Providers shall continue to provide care to the MCO’s enrollees pursuant to the terms of this Agreement for 180 days following the effective date of termination, or until such time as the MCO makes other arrangements, whichever occurs first. This provision shall survive termination of this Agreement regardless of the reason for the termination.
4. Continuation of Treatment. The Provider agrees that in the event of MCO or IPA/ACO insolvency or termination of this contract for any reason, the Provider shall continue, until medically appropriate discharge or transfer, or completion of a course of treatment, whichever occurs first, to provide services pursuant to the subscriber contract or Medicaid Managed Care contract, to an enrollee confined in an inpatient facility, provided the confinement or course of treatment was commenced during the paid premium period. For purposes of this clause, the term “Provider” shall include the IPA/ACO and the IPA/ACO’s contracted Providers if this Agreement is between the MCO and an IPA/ACO. This provision shall survive termination of this Agreement.
5. Notwithstanding any other provision herein, to the extent that the Provider is providing Health Care Services to enrollees under the Medicaid Program, the MCO or IPA/ACO retains the option to immediately terminate the Agreement when the Provider has been terminated or suspended from the Medicaid Program.
6. In the event of termination of this Agreement, the Provider agrees, and, where applicable, the IPA/ACO agrees to require all participating Providers of its network to assist in the orderly transfer of enrollees to another Provider.
F. ARBITRATION
To the extent that arbitration or alternative dispute resolution is authorized elsewhere in this Agreement, the parties to this Agreement acknowledge that the Commissioner of Health is not bound by arbitration or mediation decisions. Arbitration or mediation shall occur within New York State, and the Commissioner of Health will be given notice of all issues going to arbitration or mediation and copies of all decisions.
G. IPA/ACO-SPECIFIC PROVISIONS
1. Any reference to IPA/ACO Quality Assurance (QA) activities within this Agreement is limited to the IPA/ACO’s analysis of utilization patterns and quality of care on its own behalf and as a service to its contract providers.
EXHIBIT 2 (of New York IPA Participating Provider Agreement)
CERTIFICATION REGARDING LOBBYING
Provider certifies, to the best of his or her knowledge, that:
2. No Federal appropriated funds have been paid or will be paid to any person by or on behalf of the IPA Provider for the purpose of influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of a Member of Congress in connection with the award of any Federal loan, the entering into any cooperative agreement, or the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement.
3.
4. If any funds other than Federal appropriated funds have been paid or will be paid to any person for the purpose of influencing or attempting to influence an officer or employee of any agency, a Member of Congress in connection with the award of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into any cooperative agreement, or the extension, continuation, renewal, amendment or modification of any Federal contract, grant, loan, or cooperative agreement, and the Agreement exceeds $100,000, the IPA Provider shall complete and submit Standard Form-LLL “Disclosure Form to Reporting Lobby,” in accordance with its i nstructions.
This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into submission of this certification is a prerequisite for making or entering into this transaction pursuant to U.S.C. Section 1352. The failure to file the required certification shall subject the violator to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.
EXHIBIT 3 (of New York State IPA Participating Provider Agreement)
MMP REQUIREMENTS
Payors which are Health Plans that participate in CMS’ MMP duals program (“Health Plan”) and Provider, which for the purposes of this Exhibit shall mean an IPA, ODS provider or an individual provider including a hospital, physician, or other contracted healthcare practitioner, including any first tier, downstream or related entities (as defined by CMS) that is participating in CMS’ MMP duals program (“Provider”) agree to comply with the following requirements under the MMP duals program:
1. 1HHS, the Comptroller General or their designees shall have the right to audit, evaluate and inspect any pertinent information including books, contracts, records, including medical records, and documentation related to CMS’ contract with Health Plan for a period of 10 years from the final date of the contract period or the completion of any audit, whichever is later. [42 C.F.R. § 422.504(i)(2)(i) and (ii)].
2. The Parties will comply with confidentiality and Member record accuracy requirements, including: (1) abiding by all Federal and State laws regarding confidentiality and disclosure of medical records, or other health and enrollment information, (2) ensuring that medical information is released in accordance with applicable Federal or State law, or pursuant to court orders or subpoenas, (3) maintaining the records and information in an accurate and timely manner, and (4) ensuring timely access by Members to the records and information that pertain to them. [42 C.F.R. §§ 422.118 and 422.504(a)(13)].
3. Members may not be held liable for payment of any fees that are the legal obligation of Health Plan. [42 C.F.R. §§ 422.504(g)(1)(i) and 422.504(i)(3)(i)].
4. Members eligible for both Medicare and Medicaid will not be held liable for Medicare Part A and B cost sharing. Medicare Parts A and B services must be provided at zero cost-sharing as part of the integrated package of benefits. [Guidance issued by CMS on March 29, 2012].
5. Any services or other activities performed by the Parties must be consistent and comply with Health Plan’s contractual obligations. [42 C.F.R. § 422.504(i)(3)(iii)].
6. Health Plan or first tier entity is obligated to pay Provider under the terms of this Agreement. Section 5.2 of this Agreement contains a prompt payment provision, the terms of which have been developed and agreed to by both Health Plan and Provider. [42 C.F.R. § 422.520(b)].
7. Services must be provided in a culturally competent manner to all Members, including those with limited English proficiency or reading skills, and diverse cultural and ethnic backgrounds. [42 C.F.R. § 422.112(a)(8)].
8. If Health Plan has delegated the selection of providers, Health Plan retains the right to approve, suspend, or terminate such arrangement. [42 C.F.R. § 422.504(i)(5)].
9. If applicable, delegated activities and reporting responsibilities delegated hereunder, if any, are set forth in this Agreement. [42 C.F.R. § 422.504(i)(4)(i)].
10. If applicable, any delegated activities and reporting requirements may be revoked in instances when CMS or Health Plan determines that the Parties have not performed satisfactorily. [42 C.F.R. § 422.504(i)(4)(ii)].
11. If any activities have been delegated, the performance of the Parties shall be monitored by Health Plan on an ongoing basis. [42 C.F.R. § 422.504(i)(4)(iii)].
12. If any activities have been delegated, the credentials of medical professionals affiliated with the Parties will either be reviewed by Health Plan or the credentialing process will be reviewed and approved by Health Plan and Health Plan will audit the credentialing process on an ongoing basis. [42 C.F.R. § 422.504(i)(4)(iv)].
13. The Parties must comply with all applicable Medicare laws, regulations, and CMS instructions. [42 C.F.R. § 422.504(i)(4)(v)].
14. The scope of this Agreement incorporates both the Medicare and the Medicaid population.
15. This Agreement is Effective either from January 1, 2014 –December 31, 2014, or contains an automatic renewal provision.
EXHIBIT 4 (of New York State IPA Participating Provider Agreement)
PROVISIONS APPLICABLE TO MEDICARE ENROLLEES
Except as provided herein, all other provisions of the Agreement between Brighton Health Network, LLC d/b/a MagnaCare and Provider not inconsistent herein shall remain in full force and effect. This amendment shall supersede and replace any inconsistent provisions to such Agreement; to ensure compliance with required CMS provisions, and shall continue concurrently with the term of such Agreement.
NOW, THEREFORE, the Parties agree as follows:
Definitions:
Centers for Medicare and Medicaid Services (“CMS”): the agency within the Department of Health and Human Services that administers the Medicare program.
Completion of Audit: completion of audit by the Department of Health and Human Services, the Government Accountability Office, or their designees of a Medicare Advantage Organization, Medicare Advantage Organization contractor or related entity.
Downstream Entity: any party that enters into a written arrangement, acceptable to CMS, with persons or entities involved with the MA benefit, below the level of the arrangement between an MA organization (or applicant) and a first tier entity. These written arrangements continue down to the level of the ultimate provider of both health and administrative services.
Final Contract Period: the final term of the contract between CMS and the Medicare Advantage Organization.
First Tier Entity: any party that enters into a written arrangement, acceptable to CMS, with an MA organization or applicant to provide administrative services or health care services for a Medicare eligible individual under the MA program.
Medicare Advantage (“MA”): an alternative to the traditional Medicare program in which private plans run by health insurance companies provide health care benefits that eligible beneficiaries would otherwise receive directly from the Medicare program.
Medicare Advantage Organization (“MA organization”): a public or private entity organized and licensed by a State as a risk-bearing entity (with the exception of provider-sponsored organizations receiving waivers) that is certified by CMS as meeting the MA contract requirements.
Member or Enrollee: a Medicare Advantage eligible individual who has enrolled in or elected coverage through a Medicare Advantage Organization.
Provider: (1) any individual who is engaged in the delivery of health care services in a State and is licensed or certified by the State to engage in that activity in the State; and (2) any entity that is engaged in the delivery of health care services in a State and is licensed or certified to deliver those services if such licensing or certification is required by State law or regulation.
Related Entity: any entity that is related to the MA organization by common ownership or control and (1) performs some of the MA organization's management functions under contract or delegation; (2) furnishes services to Medicare enrollees under an oral or written agreement; or (3) leases real property or sells materials to the MA organization at a cost of more than $2,500 during a contract period.
Required Provisions:
Provider agrees to the following:
1. HHS, the Comptroller General, or their designees have the right to audit, evaluate, and inspect any pertinent information for any particular contract period, including, but not limited to, any books, contracts, computer or other electronic systems (including medical records and documentation of the first tier, downstream, and entities related to CMS’ contract with [Entity Name], (hereinafter, “MA organization”) through 10 years from the final date of the final contract period of the contract entered into between CMS and the MA organization or from the date of completion of any audit, whichever is later. [42 C.F.R. §§ 422.504(i)(2)(i) and (ii)]
2. Provider will comply with the confidentiality and enrollee record accuracy requirements, including: (1) abiding by all Federal and State laws regarding confidentiality and disclosure of medical records, or other health and enrollment information, (2) ensuring that medical information is released only in accordance with applicable Federal or State law, or pursuant to court orders or subpoenas, (3) maintaining the records and information in an accurate and timely manner, and (4) ensuring timely access by enrollees to the records and information that pertain to them. [42 C.F.R. §§ 422.504(a)(13) and 422.118]
3. Enrollees will not be held liable for payment of any fees that are the legal obligation of the MA organization. [42 C.F.R. §§ 422.504(i)(3)(i) and 422.504(g)(1)(i)]
4. For all enrollees eligible for both Medicare and Medicaid, enrollees will not be held liable for Medicare Part A and B cost sharing when the State is responsible for paying such amounts. Providers will be informed of Medicare and Medicaid benefits and rules for enrollees eligible for Medicare and Medicaid. First Tier or Downstream Entity may not impose cost-sharing that exceeds the amount of cost-sharing that would be permitted with respect to the individual under title XIX if the individual were not enrolled in such a plan. Providers will: (1) accept the MA plan payment as payment in full, or (2) bill the appropriate State source. [42 C.F.R. §§ 422.504(i)(3)(i) and 422.504(g)(1)(i)]
5. Any services or other activity performed in accordance with a contract or written agreement by Provider are consistent and comply with the MA organization's contractual obligations. [42 C.F.R. § 422.504(i)(3)(iii)]
6. Contracts or other written agreements between the MA organization and providers or between first tier and downstream entities must contain a prompt payment provision, the terms of which are developed and agreed to by the contracting parties. The MA organization is obligated to pay contracted providers under the terms of the contract between the IPA and/or ODS and the provider. [42 C.F.R. §§ 422.520(b)(1) and (2)]
7. Provider and any related entity, contractor or subcontractor will comply with all applicable Medicare laws, regulations, and CMS instructions. [42 C.F.R. §§ 422.504(i)(4)(v)]
In the event of a conflict between the terms and conditions above and the terms of a related agreement, the terms above control.