doczyai-pipelines/streamlit/SOURCE_DOCUMENTS/050540697 Deepak Nanda 2017 PHSP MU.txt

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DocuSign Envelope ID: 59F38869-1AD8-44D0-924C-6E449AF3BCFB
healthfirst
RE:
Healthfirst Participating Provider Agreement
Dear Deepak Nanda, MD PC
As you know your application to join the Healthfirst participating provider network is currently being
processed. Your application was recently presented to, and was approved by, the Healthfirst
Credentialing Committee.
Now that you have been successfully credentialed, we enclose for your electronic signature your
Healthfirst participating provider agreement. Your signature is required before you can participate in our
network. This is a legally binding agreement between you and Healthfirst. You should review it carefully
before signing. If you have any questions, you should contact your Healthfirst Network Representative or
call 1-888-801-1660.
Once you have signed the agreement electronically you will receive a fully signed electronic copy at the
same e-mail address. You should retain that copy for your records. We will not send a paper copy.
While you have been approved by the Healthfirst Credentialing Committee, you will not become a
participating provider in the Healthfirst network unless we receive your signed provider agreement. The
effective date of your participation is in your provider agreement.
Please initial in the space below indicating your understanding of the following important points:
I understand that I will not be a participating provider unless I sign the enclosed provider
agreement. | further understand my participation will not begin until the effective date in my
provider agreement.
| understand that I will not be reimbursed as participating provider until the effective date in the
provider agreement.
In the event that Healthfirst member seeks health care services from me prior to that effective
date, | will direct the member to call Healthfirst at 1-800-662-1220 to arrange for the member to
see another participating provider.
I understand that if I do not sign the enclosed provider agreement by the date specified in this e-
mail, Healthfirst reserves the right to not send me another provider agreement for signature and |
DS
may be required to submit a new application.
have read and understand the points set forth above.
Sincerely,
Healthfirst Network Management
Healthfirst 100 Church Street, New York, NY 10007 www.healthfirst.org

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DocuSign Envelope ID:59F38869-1AD8-44D0-924C-6E449AF3BCFB
HEALTHFIRST PARTICIPATING PROVIDER AGREEMENT
This Agreement (the "Agreement") effective 05/01/2017
("Effective Date")
between and among Healthfirst PHSP, Inc., Healthfirst Health Plan, Inc. and Healthfirst Insurance
Company, Inc. (collectively "Healthfirst") and Deepak Nanda, MD PC
("Provider").
WHEREAS, Healthfirst, holds licenses from the New York State Department of Financial
Services as an accident and health insurer under Article 42 of the New York Insurance Law and the New
York State Department of Health as health maintenance organizations under Article 44 of the Public
Health Law, desires to arrange to provide certain Health Care Services to its Enrollees; and
WHEREAS, Healthfirst and Provider desire to enter into an agreement by which Provider shall
provide certain Health Care Services to Enrollees.
NOW, THEREFORE, in consideration of the mutual agreements, undertakings, representations
and warranties hereinafter set forth, the parties hereby agree as follows:
AGREEMENT
1. Definitions.
1.1
"Affiliated Provider(s)" means Provider's employee(s), independent contractor(s), member(s),
or partner(s) who (a) are licensed and/or certified under applicable state and/or federal law to
practice as health care providers and (b) shall be obligated to provide Health Care Services to
Enrollees under the terms of this Agreement. Provider shall ensure that each Affiliated
Provider shall be bound by this Agreement.
1.2 "CMS" shall mean the federal Centers for Medicare and Medicaid Services.
1.3 "DFS" shall mean the New York State Department of Financial Services.
1.4 "Enrollee" means a person enrolled in Healthfirst under a Plan Contract.
1.5 "Health Care Services" means the professional, medical and other health care services that
Provider and Affiliated Providers are licensed to provide under New York State law and are
covered under the applicable Plan Contract(s).
1.6
"Medicare Plans" means any plan provided through the CMS Medicare program.
1.7 "New York State Plans" means any plan offered to an individual or group that is subject to
either the New York Insurance Law or Article 44 of the New York Public Health Law or any
plan offered under a New York government-sponsored program, including, but not limited to a
plan offered under Medicaid, or Child Health Plus.
1.8 "Participating Provider" means a health care provider, including Provider and Affiliated
Providers, who has entered into, or on whose behalf a written contract has been entered into,
with Healthfirst to provide or arrange for the provision of specific health care services to
Enrollees
FED. TAX ID # 05-0540697
CONTRACT EFFECTIVE :05/01/2017
HEALTHFIRST UNIVERSAL 2016/SDOH 5554
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HEALTHFIRST PARTICIPATING PROVIDER AGREEMENT
1.9
"Plan" means a health plan listed in Exhibit 2.1 that Healthfirst offers to Enrollees pursuant to
a Plan Contract.
1.10 "Plan Contract(s)" means the contracts under which Healthfirst provides services to Enrollees
that are entered into between Healthfirst and (i) a federal, state or local government agency, (ii)
an Enrollee or his or her spouse, parent or guardian on the Enrollee's behalf, (iii) an employer
or (iv) another group.
1.11 "Provider Manual" means the manual prepared by Healthfirst setting forth certain
requirements, policies and procedures applicable to Provider and Affiliated Providers, as
amended from time to time by Healthfirst.
1.12 "SDOH" shall mean the New York State Department of Health.
2. Responsibilities of Provider.
2.1 Provision of Health Care Services. Provider and Affiliated Providers shall provide Health Care
Services to Enrollees pursuant to the terms of this Agreement, the Provider Manual, and the
applicable Plan Contract(s) for those Plan(s) identified in Exhibit 2.1. Provider shall provide
Healthfirst with the name, addresses, telephone numbers and other information regarding
Affiliated Providers reasonably requested by Healthfirst. Provider shall notify Healthfirst of
any additions or deletions to the list of Affiliated Providers within five (5) days of such change.
Provider shall permit, and required Affiliated Providers to permit, Healthfirst to use such
information in Healthfirst advertising and provider directories. Provider shall be responsible
for each Affiliated Provider's compliance with the terms of this Agreement.
2.2
Plan Specific Requirements. Provider and Affiliated Providers shall comply with the
requirements as set forth in the following Exhibits as applicable to the Plans in which Provider
participates as indicated in Exhibit 2.1
2.2.1
The requirements of the New York State Departments of Health and Financial Services
shall apply to New York State Plans to the extent specified in Exhibits 2.2.1(A),
2.2.1(B and 2.2.1(C)
2.2.2 The requirements of the Centers for Medicare and Medicaid Services outlined in
Exhibit 2.2.2 shall apply to Medicare Plans.
2.3 Primary Care Physician Obligations. Provider and Affiliated Providers who are primary care
providers shall comply with the requirements set forth in the Provider Manual and any
applicable Plan Contract regarding (i) the maximum permitted waiting times for Enrollees to
be scheduled for examinations and treatments and (ii) back-up coverage twenty-four (24) hours
per day, seven (7) days per week.
2.4
Qualifications/Credentialing. Provider and Affiliated Providers shall (i) hold current and
unrestricted licenses or certification issued or recognized by New York State to render Health
Care Services under this Agreement as are appropriate to each ("Required Licenses") and (ii)
meet such other credentialing requirements as Healthfirst from time to time establishes.
Provider shall also require that Affiliated Providers who are physicians to have medical staff
FED. TAX ID # 05-0540697
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privileges in good standing at a hospital which is a Participating Provider. Provider shall
monitor, no less frequently than monthly the List of Excluded Individuals and Entities posted
on the websites of the New York State Office of the Medicaid Inspector General ("OMIG")
and the United States Department of Health and Human Services Office of the Inspector
General ("OIG") and notify Healthfirst of any Affiliated Providers who have been excluded as
set forth below. Provider and Affiliated Providers shall cooperate and comply with
Healthfirst's credentialing procedures and standards and authorize Healthfirst to access all
credentialing information related to Provider and Affiliated Providers maintained by any
hospital or other licensed medical facility. Such cooperation shall include, but not be limited to
executing written authorizations allowing Healthfirst to access credentialing information
maintained by such facilities and providing other credentialing information which Healthfirst
reasonably requests. As applicable to Provider and each Affiliated Provider, Provider agrees to
notify Healthfirst immediately, but in any event within forty-eight (48) hours, if any Provider
or any Affiliated Provider (i) loses or has restricted medical staff privileges at any hospital or
other licensed medical care facility; (ii) loses or has restricted any DEA permit; (iii) loses or
has restricted any Required License; (iv) is excluded from Medicare, Medicaid or any other
government sponsored health care program in New York or any other state; or (v) has been
convicted of a criminal offense related to the Affiliated Provider's involvement in any program
under Medicare, Medicaid, the Title XX services program or the federal Child Health
Insurance Program.
2.5 Quality Improvement/Utilization Review. Provider and Affiliated Providers shall participate in
and comply with Healthfirst's quality improvement and utilization review programs, including
the specific requirements set forth in the Provider Manual. Provider and Affiliated Providers
shall furnish, to the extent permitted by law and upon legally appropriate consent of an
Enrollee, Enrollee health records required to implement and operate said programs. Provider's
failure to adhere to such procedures may result in denial of payment for Health Care Services
to the extent permitted by Article 49 of the New York State Insurance and Public Health Laws
as applicable to the Healthfirst Plans.
2.6
Encounter Data. Upon an Enrollee's legally appropriate consent, Provider and Affiliated
Providers shall, whether or not being paid on a capitated basis, provide Healthfirst, in a format
acceptable to Healthfirst, encounter data for Health Care Services rendered to Enrollees as
required by the applicable Plan Contract.
2.7
Non-Discriminatory Access and Treatment. Provider and Affiliated Providers shall assure that
Health Care Services provided to Enrollees are performed in the same manner and on the same
standards offered to all other patients of Provider and Affiliated Providers and are available
and accessible to all Enrollees. Provider and Affiliated Providers shall not unlawfully
differentiate or discriminate in the treatment of Enrollees or in the quality of the Health Care
Services delivered to Enrollees on the basis of race, color, creed, sex, age, disability, marital
status, veteran status, national origin, disability, legally defined handicap, sexual orientation or
source of payment. Provider and Affiliated Providers shall protect the rights of Enrollees as
patients, including rights to confidentiality regarding medical information.
2.8 Disclosure of Ownership. Provider shall, upon request by Healthfirst, disclose to Healthfirst
complete information regarding the ownership and control of Provider and legal entities related
to Provider including Provider's subsidiaries, parents and affiliates. Provider shall also, upon
FED. TAX ID # 05-0540697
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HEALTHFIRST UNIVERSAL 2016/SDOH 5554
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HEALTHFIRST PARTICIPATING PROVIDER AGREEMENT
request by Healthfirst as directed by the New York State Department of Health ("SDOH"),
OMIG or the United States Department of Health and Human Services ("DHHS"), provide
ownership information from any subcontractor with whom the Provider has had a business
transaction totaling more than $25,000 during the twelve month period ending on the date of
the request by SDOH, OMIG or DHHS. The information requested at the direction of SDOH,
OMIG or DHHS pursuant to this Section 2.8 shall be provided to Healthfirst within thirty-five
days of the request such agency.
2.9
Compliance With Plan Contracts. Provider and its Affiliated Providers shall comply with all
applicable provisions of the Plan Contracts. In the event of any inconsistency between the
terms of this Agreement and the terms of a Plan Contract, the terms of the Plan Contract will
prevail.
2.10 Compliance With Provider Manual. Provider and its Affiliated Providers shall comply with all
applicable provisions of the Provider Manual. Healthfirst shall give Provider at least thirty
(30) days written notice of any change to the Provider Manual that affects Provider's rights or
responsibilities under this Agreement, except where adoption of such a change must be made
on shorter notice to comply with applicable laws, regulations, or requirements under the Plan
Contracts. No provision of the Provider Manual may be inconsistent with the terms of this
Agreement.
3. Responsibilities of Healthfirst.
3.1
Oversight and Monitoring. Healthfirst shall monitor the performance of Provider and
Affiliated Providers.
3.2 Payment. Provider acknowledges that Healthfirst is responsible for reimbursing Provider for
Health Care Services rendered to Enrollees by Provider and Affiliated Providers in accordance
with Section 4 of this Agreement.
3.3 Quality Improvement and Utilization Review. Healthfirst shall implement quality
improvement and utilization review programs as outlined in the Provider Manual and required
by the applicable Plan Contract.
3.4 Administrative Services. Healthfirst shall provide, or arrange for the provision of, and be
responsible for all administrative, management and other services necessary to operate
Healthfirst.
4. Provider Compensation.
4.1
Compensation and Billing. Healthfirst shall reimburse Provider for the provision of Health
Care Services as set forth in Exhibit 4.1. Provider must submit claims for payment of Health
Care Services rendered to Enrollees by Provider or by Affiliated Providers within one hundred
and eighty (180) days of rendering the Health Care Service. Claims shall include the
information set forth in the Provider Manual applicable to Provider. Healthfirst shall not pay
any claim for Health Care Services submitted for the first time more than one hundred and
eighty (180) days after services were rendered. Healthfirst shall pay or deny claims within the
timeframes set forth in Exhibits 2.2.1 and 2.2.2 for each Plan. Subject to the provisions of
Section 3224-b of the New York State Insurance Law, Healthfirst shall have the right to offset
FED. TAX ID # 05-0540697
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HEALTHFIRST UNIVERSAL 2016/SDOH 5554
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HEALTHFIRST PARTICIPATING PROVIDER AGREEMENT
any amounts due to Healthfirst, as well as any amounts which Provider collects or receives
from Enrollees in violation of Section 4.4 of this Agreement, from any reimbursement due to
Provider. Where rates in any fee schedule described in this Agreement make reference to
Medicare or Medicaid rates, any Medicare or Medicaid rates enacted by or SDOH, including
updates, shall apply to dates of service occurring on the later of (a) the effective date of such
rates or (b) upon forty five calendar days following the date on which CMS or SDOH
publishes such rates.
4.2
Co-Payments. Payments to Provider shall be reduced by any applicable copayment or other
cost sharing to be paid by Enrollees.
4.3
Coordination of Benefits and Third Party Liability. Provider and Affiliated Providers shall use
reasonable efforts to collect information from all Enrollees concerning third-party liability and
coordination of benefits, such as duplicate coverage, workers' compensation, and personal
injury liability, and provide such information to Healthfirst in a timely manner. Provider and
Affiliated Providers shall execute documents reasonably required by Healthfirst to bill and
third party claim or payor. Providers and Affiliated Providers shall maintain and make
available to Healthfirst records and information reflecting proceeds or amounts collected by
Provider or Affiliated Provider or paid directly to Enrollees by any third party payers, and
amounts thereof. Healthfirst shall have immediate access to Provider's and Affiliated
Providers' records concerning collection of coordination of benefits and third party liability
proceeds. Healthfirst shall not pay recoveries from coordination of benefits and other third
party claims to Provider or any Affiliated Providers. Notwithstanding the foregoing,
Healthfirst's payment and adjudication of all claims shall be subject to any applicable
provision of Section 3224-c of the New York State Insurance Law.
4.4
Sole Compensation for Health Care Services. Provider agrees that in no event, including, but
not limited to, nonpayment by Healthfirst, insolvency of Healthfirst or breach of this
Agreement, shall Provider or Affiliated Providers bill, charge collect a deposit from, seek
compensation, remuneration or reimbursement from, or have any recourse against an Enrollee
or person (other than Healthfirst) acting on his or her behalf, for services provided pursuant to
applicable Plan Contract or this Agreement for the period covered by the paid Enrollee
premium. This provision shall not prohibit Provider or Affiliated Providers from collecting
copayments, as specifically provided in the applicable Plan Contract, or fees for uncovered
services delivered on a fee-for-service basis to an Enrollee, provided that Provider or Affiliated
Providers shall have advised the Enrollee that the service is not covered and of the Enrollees
liability therefor prior to providing the service. Where Provider has not been given a list of
Health Care Services by Healthfirst, and/or if Provider is uncertain as to whether a service is
covered, Provider shall make reasonable efforts to contact Healthfirst 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 into
between Provider and Enrollee or person acting on his or her behalf.
4.5
Compliance with Physician Incentive Plan Requirements. Provider, in its sole discretion, may
use any compensation methodology to reimburse Affiliated Providers for Health Care Services;
provided, however, that no payments shall be made to Affiliated Providers who are physicians
FED. TAX ID # 05-0540697
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HEALTHFIRST UNIVERSAL 2016/SDOH 5554
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HEALTHFIRST PARTICIPATING PROVIDER AGREEMENT
in a manner or amount, either separately or in combination with any compensation formulas
which would place Affiliated Providers at substantial financial risk for the provision of referral
services, as determined by applicable regulations adopted by the federal Centers for Medicaid
and Medicare Services governing the implementation and reporting of Physician Incentive
Programs ("PIP"). Provider and Affiliated Providers shall cooperate with Healthfirst in any
disclosures to federal and state regulators required by such PIP regulations including, but not
limited to, the completion of an annual disclosure of any risk arrangements with Affiliated
Providers. Provider shall not make any payment to any Affiliated Providers who provide
Health Care Services under this Agreement, or any other persons/entities, as an inducement to
reduce or limit medically necessary services furnished to an Enrollee. Provider agrees to
incorporate the requirements of the PIP regulations into any contract between the Provider and
other persons/entities for the provision of services under this Agreement.
4.6 Compliance with the HIPAA National Provider Identifier Rule. Provider shall maintain a
National Provider Identifier (NPI) number from the National Plan and Provider Enumeration
System, under contract with the U.S. Department of Health and Human Services, and shall
ensure that each of its subparts, as well as Affiliated Providers, obtain an NPI number, in order
to comply with federal law. Provider shall provide Healthfirst with the NPI number for itself,
its subparts, and Affiliated Providers; and shall use, and require its subparts and Affiliated
Providers to use, the NPI number when submitting either paper or electronic claims to
Healthfirst.
5. Records and Reports.
5.1
Maintenance and Retention of Records. Provider and Affiliated Providers shall maintain
accurate and timely records relating to the provision of Health Care Services as required by
applicable law and applicable Plan Contract(s). Such records shall include financial records to
document fiscal activities and expenditures, records relating to the sources and applications of
funds, as well as health records for Enrollees as required by law and the applicable Plan
Contracts. Provider and Affiliated Providers shall maintain Enrollee health records as set forth
in Exhibits 2.2.1(A), 2.2.1(B) and 2.2.2, as applicable, for each Plan.
5.2 Confidentiality.
5.2.1 Enrollee Personal Health Information. Enrollee personal health information and health
records shall be treated as confidential as required by federal and state laws and any
applicable Plan Contract. Provider and Affiliated Providers shall not disclose or release
Enrollee personal health information except as permitted by applicable federal or state
laws, or pursuant to a court order or subpoena. At the initial encounter with each
Enrollee, Provider or Affiliated Providers shall obtain Enrollee's written consent to
disclose personal health information to Healthfirst or provide each Enrollee with a written
notice of privacy practices which informs the Enrollee that Provider or Affiliated
Providers may disclose personal health information to Healthfirst for the claims payment,
authorization of Health Care Services, provision of encounter data and compliance with
quality improvement programs. Such written consent or acknowledgement of receipt of
such privacy practices by the Enrollee shall be maintained by Provider or Affiliated
Providers and be subject to audit by Healthfirst. Provider shall ensure timely access by
Enrollees to the records and information that pertain to them in accordance with federal
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HEALTHFIRST UNIVERSAL 2016/SDOH 5554
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HEALTHFIRST PARTICIPATING PROVIDER AGREEMENT
or state law.
5.2.2 Enrollee Non-Public Personal Information. Provider and Affiliated Providers shall take
reasonable measures to protect confidentiality of Enrollees' non-public personal
information and prevent its use, disclosure, dissemination or publication to any non-
affiliated third party as required by state and federal laws, including, but not limited to,
the Health Insurance Portability and Accountability Act ("HIPAA"). Non-public
personal information includes, but is not limited to, an Enrollee's name or address, Social
Security number, or enrollment status with Healthfirst that is derived in whole or in part
using personally identifiable information that is not otherwise publicly available.
Healthfirst, Provider and Affiliated Providers agree that it may use an Enrollee's non-
public personal information solely for the purpose of providing Health Care Services
pursuant to the scope of this Agreement.
5.3
Access to Records. Upon the legally appropriate consent from the Enrollee, Provider shall
permit Healthfirst and/or appropriate federal and state regulatory agencies including DFS,
CMS and SDOH, to have access to Enrollees' health records and, upon request, to inspect and
copy at reasonable times any accounting, administrative, and health records maintained by
Provider and Affiliated Providers to the extent such records pertain to Healthfirst, Enrollees,
Provider's or Affiliated Providers' participation in this Agreement. Provider understands and
agrees that the provision of Enrollee personal health information and records for quality
assurance/utilization review pursuant to Section 2.5 and encounter data pursuant to Section 2.6
are health care operations pursuant to 45 CFR 501 and therefore the Enrollee's consent is not
required for the release of such records and information to Healthfirst. Provider shall permit
such access for a period of six years following any expiration or termination of this Agreement.
All such access shall be provided at no cost to Healthfirst or federal or state regulatory agency.
5.4 Survival. The obligations set forth in this Section 5 shall survive any termination or expiration
of this Agreement.
6. Complaint and Dispute Resolution Procedures. Provider and Affiliated Providers shall comply with
Healthfirst's Enrollee complaint procedures and cooperate with Healthfirst in resolving Enrollee
complaints relating to the provision of Health Care Services to Enrollees. Provider agrees that
Enrollee complaints received by Healthfirst, Provider, or Affiliated Providers with respect to the
provision of Health Care Services, but not including malpractice or negligence claims, shall
be
resolved pursuant to Healthfirst's procedures outlined in the Provider Manual. For complaints other
than Enrollee complaints regarding the provision of Health Care Services, Provider and Affiliated
Providers shall follow the provider complaint and dispute resolution procedures outlined in the
Provider Manual.
7.
Insurance. Provider and Affiliated Providers shall maintain professional liability and other insurance
as shall be necessary to insure it against any claim for damages arising by reason of the provision of
Health Care Services to Enrollees. Such insurance shall include coverage for claims that are
incurred during the term of this Agreement but that arise after termination of this Agreement. The
comprehensive professional liability policy for Provider and Affiliated Providers shall provide
coverage in the amount of at least that required to a member of the medical staff in good standing
with full admitting privileges at a hospital or other licensed medical care facility within the
Healthfirst service area. The comprehensive professional liability policy for Provider and Affiliated
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Providers shall provide coverage in the amount of at least one million dollars ($1,000,000) per
occurrence and at least three million dollars ($3,000,000) in the aggregate. If Provider or Affiliated
Providers are physicians, the comprehensive professional liability policy for such Provider and
Affiliated Providers shall provide coverage in the amount of at least one million three hundred
thousand dollars ($1,300,000) per occurrence and at least three million nine hundred thousand
($3,900,000) in the aggregate.
8. Term and Termination.
8.1 Term of Agreement. This Agreement shall be effective until the renewal date which shall be
the January 1st of every year and shall continue in effect from year to year unless terminated
earlier pursuant to this Section 8. After this Agreement has been in effect for at least twelve
months, either party may exercise a right of non-renewal at the expiration date of this
Agreement upon no less than sixty (60) days' notice to the other party.
8.2 Termination of Agreement.
8.2.1 Termination without Cause. Subject to Section 8.4 of this Agreement, Healthfirst may
terminate this Agreement without cause on ninety (90) days' notice to Provider.
8.2.2 Termination for Cause. This Agreement may be terminated for cause only on the
following grounds:
8.2.2.1 Healthfirst may terminate this Agreement upon sixty (60) days written notice to
Provider in the event of Provider's or Affiliated Provider's material breach of this
Agreement. A material breach of this Agreement by Provider or Affiliated
Provider shall include, but not be limited to Provider or Affiliated Provider's
failure to (i) comply with the provisions of Healthfirst's quality improvement and
utilization review programs referred to in Section 2.5 herein, (ii) Provider or
Affiliated Provider's failure to comply with the terms of any Plan Contract
applicable to Provider or (iii) Provider's failure to provide any notice required
pursuant to Section 9.12.
8.2.2.2 Healthfirst may terminate this Agreement immediately on notice to Provider in
the event that (i) Provider or Affiliated Provider fails at any time to meet
Healthfirst's credentialing standards; (ii Provider or Affiliated Provider fails to
maintain insurance pursuant to Section 7 of this Agreement; (iii) Provider or
Affiliated Provider loses certification under the Medicare or Medicaid Act, or
loses or has restricted a Provider professional license in New York or any other
jurisdiction; or (iv) Provider's or Affiliated Provider's loss or restriction of
medical staff privileges at a hospital or other licensed medical care facility.
8.2.2.3 Healthfirst may immediately terminate this Agreement for cause in cases
involving (a) imminent harm to patient care, (b) a determination of fraud, or (c) a
final disciplinary action by a state licensing board or other governmental agency
that impairs Provider's or an Affiliated Provider's ability to practice.
8.2.2.4 Healthfirst may terminate this Agreement within thirty (30) days of the date on
which Healthfirst receives a Change in Control notice from Provider pursuant to
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Section 9.12 hereof, with such termination effective thirty (30) days after the date
Healthfirst issues a notice of termination
8.3 Termination of Affiliated Providers. Healthfirst may, in its sole discretion, require Provider to
exclude any Affiliated Provider from participation under this Agreement on the grounds set
forth in Section 8.2 in lieu of termination of this Agreement.
8.4 Termination Review Procedures. If required under New York State law or a Plan Contract,
Provider and/or Affiliated Providers shall be afforded a hearing regarding any termination
under this Agreement
8.5
Effect of Termination. As of the effective termination date of this Agreement pursuant to
Section 8 this Agreement shall be of no further force or effect and the parties shall be relieved
from their respective rights and obligations except that:
8.5.1 The parties' rights and obligations under Sections 2.6 (Encounter Data), 4.4 (Sole
Compensation for Health Care Services) 5 (Records and Reports), 7 (Insurance), and
8.5.3 (Continuing Care Following Termination) of this Agreement shall survive.
8.5.2 Provider and Affiliated Providers shall cooperate in notification of Enrollees as to the
termination.
8.5.3 Continuing Care Following Termination. Following any termination, Provider and
Affiliated Providers shall continue to arrange for the provision of Health Care Services
under this Agreement for any period required by applicable law or a Plan Contract.
Healthfirst shall reimburse Provider and Affiliated Providers for Health Care Services
during any transitional period required under this Section 8.5.3 pursuant to the payment
terms set forth in this Agreement. The obligations in this Section 8.5.3 shall survive
termination of this Agreement.
9. Miscellaneous.
9.1 Notices.
9.1.1 Notice to Provider. Any notice to Provider required pursuant to this Agreement shall be
sent electronically to the e-mail address specified by Provider pursuant to the provisions
set forth in the Provider Manual. Such notice shall be deemed given two (2) business
days after receipt. In the event that Provider does not specify an e-mail address for notice
or any notice is returned to Healthfirst as undeliverable, notice shall be sent in writing to
the Provider's primary service address set forth in Provider's application for
participation. Any such written notice shall be deemed given when delivered, if delivered
in person or by overnight delivery service, or four (4) days after being deposited in the
U.S. mail, with first class postage thereon prepaid. Proof of mailing shall constitute proof
of receipt.
9.1.2 Notice to Healthfirst. Any notice to Healthfirst required pursuant to this Agreement shall
be sent electronically to legalnotices@healthfirst.org. Such notice shall be deemed given
two (2) business days after receipt.
FED. TAX ID # 05-0540697
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HEALTHFIRST PARTICIPATING PROVIDER AGREEMENT
9.2
Assignability and Parties in Interest. This Agreement and the rights and obligations hereunder
shall not be assigned, delegated or transferred by any party without the prior written consent of
the other, provided however, that Healthfirst may assign this agreement to an affiliate or any
party acquiring substantially all of the assets of Healthfirst.
Any purported assignment
without any prior written consent required by this Section 9.2 shall be void. This Agreement
shall inure to the benefit of and be binding upon the parties and their respective permitted
assigns.
9.3 Relationship of the Parties. No provision of this Agreement is intended to create, and none
shall be deemed or construed to create, any relationship between Healthfirst and Provider other
than that of independent entities contracting with each other solely for the purpose of effecting
the provisions of the Agreement. Neither party nor any of their respective employees shall be
construed under this Agreement to be the partner, joint venturer, agent, employer
or
representative of the other.
9.4
Waiver of Breach. No assent or waiver, express or implied, of any breach of any one or more
of the covenants, conditions or provisions hereof shall be deemed or taken to be a waiver of
any other covenant, condition or provision hereof or a waiver of any subsequent breach of the
same covenant, condition or provision hereof.
9.5
Governing Law. This Agreement shall be governed by, and construed and enforced in
accordance with, the laws of the State of New York applicable to contracts to be performed
solely within the State.
9.6
Healthfirst
Confidential Information. Provider acknowledges that, as a result of this
Agreement, Provider shall have access to certain trade secrets or other confidential and
proprietary information of Healthfirst, including but not limited to, the reimbursement paid to
Provider under this Agreement ("Healthfirst Confidential Information"). Provider shall hold
Healthfirst Confidential Information in confidence and shall not use or disclose Healthfirst
Confidential Information to any third party, other than as set forth below, without the prior
written consent of Healthfirst except as may be required i) by law or regulation and ii) to fulfill
Provider's rights and obligations set forth in this Agreement. Provider may share Healthfirst
Confidential Information with its consultants, actuaries, auditors, and attorneys provided that i)
any such party has agreed to be bound by the confidentiality provisions of this Agreement and
ii) Provider be responsible for, and indemnify Healthfirst for, any breach of this Section 9.6 by
such party. Nothing in this provision shall be construed to prohibit communications necessary
or appropriate for the delivery of Health Care Services, communications regarding coverage
and coverage appeal rights or any other communications expressly protected under applicable
law. This provision shall survive the termination of this Agreement. In the event of Provider's
breach of this Section 9.6, Provider agrees to pay Healthfirst twenty-five thousand dollars
($25,000.00) as liquidated damages and not as a penalty.
9.7 Severability. The provisions of this Agreement are severable, and, if any provision of this
Agreement is held to be invalid, illegal or otherwise unenforceable, in whole or in part, in any
jurisdiction, said provision or part thereof shall, as to that jurisdiction be ineffective to the
extent of such invalidity, illegality or unenforceability, without affecting in any way the
remaining provisions hereof or rendering that or any other provision of this Agreement invalid,
illegal or unenforceable in any other jurisdiction.
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9.8 Compliance with Laws. Healthfirst shall comply with all applicable federal and state laws and
regulations, and Provider and Affiliated Providers shall assist Healthfirst in such compliance.
During the term of this Agreement Provider and Affiliated Providers shall comply with all
applicable federal and state laws and regulations relating to the provision of Health Care
Services, including but not limited to the federal Americans with Disabilities Acts and the
confidentiality requirements of Article 27-F of the New York State Public Health Law.
Provider and Affiliated Providers shall also remain licensed and/or certified under applicable
state law; and shall comply with all rules, regulations, policies and procedures of Healthfirst
necessary to implement Healthfirst's administrative responsibilities hereunder, and any
amendments thereto. Healthfirst shall provide Provider with a copy of all such rules,
regulations, policies and procedures, and with any amendments thereto.
9.8.1 Compliance with SDOH Standard Clauses. The New York State Department of
Health Standard Clauses for Managed Care Provider/IPA Contracts ("SDOH Standard
Clauses"), attached to this Agreement as Exhibits 2.2.1(B) & (C) are expressly
incorporated into this Agreement and are binding upon the parties to this Agreement, as
applicable to each Plan. In the event of any inconsistent or contrary language between
the Standard Clauses and any other part of this Agreement, including but not limited to
appendices, amendments and exhibits, the parties agree that the provisions of the
Standard Clauses shall prevail, except to the extent applicable law requires otherwise
and/or to the extent a provision of this Agreement exceeds the minimum requirements of
the Standard Clauses. Notwithstanding any provision to the contrary in Section 9.9 of
this Agreement, Healthfirst and Provider agree that this Agreement shall be automatically
amended to incorporate any revisions to the SDOH Standard Clauses promulgated by
SDOH.
9.9 Amendments.
9.9.1 Healthfirst may amend this Agreement on thirty (30) days' notice to Provider. Provider
may object to any amendment which materially and adversely affects Provider's rights or
interests under the Agreement. Provider shall provide written notice to Healthfirst of any
such objection within fifteen (15) days after Healthfirst gives notice of the amendment.
If the parties cannot resolve Provider's objection prior to the amendment's effective date,
then Healthfirst may, in its sole discretion either a) allow the Agreement to continue
without the amendment taking effect or b) allow the Provider to terminate the Agreement,
without cause, as of the amendment's effective date.
9.10 Entire Agreement. This Agreement and its Exhibits contain the entire Agreement between the
parties with respect to the transactions contemplated herein and supersede all previous written
and contemporaneous oral negotiations, commitments and understandings relating thereto.
9.11 Change in Control. Provider shall notify Healthfirst in writing no less than thirty (30) days in
advance of the effective date of a Change in Control. For purposes of this Section 9.12, a
"Change in Control" shall mean:
9.11.1 the sale of all or substantially all of the assets of Provider to another person or entity;
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HEALTHFIRST PARTICIPATING PROVIDER AGREEMENT
9.11.2 the merger of Provider with another entity if Provider is not the survivor of such
merger;
9.11.3 the consolidation of Provider with another entity;
9.11.4 the sale of 25% or more of Provider's stock or other ownership interests to another
person or entity, or to multiple persons or entities in a set of related transactions; or
9.11.5 any Change in Control (as defined in clauses (i) through (iv) of this Section (9.11) with
respect to any entity that owns 50% or more of Provider's stock or other ownership
interests.
9.12 Liability; Independent Obligations of Healthfirst Companies. It is expressly understood that
Healthfirst PHSP, Inc., Healthfirst Health Plan, Inc. and Healthfirst Insurance Company, Inc.
are separately incorporated as independent legal entities and shall be treated as such under this
Agreement. Provider understands and agrees that Healthfirst PHSP, Inc., Healthfirst Health
Plan, Inc. and Healthfirst Insurance Company, Inc. are not responsible for each other's
obligations contained in this Agreement, and further agrees that nothing contained herein shall
be construed in any way to render Healthfirst PHSP, Inc., Healthfirst Health Plan, Inc. or
Healthfirst Insurance Company, Inc. liable in any way for any obligations of the another under
this Agreement. In the event that Healthfirst PHSP, Inc., Healthfirst Health Plan, Inc. or
Healthfirst Insurance Company, Inc. should breach any term of this Agreement, Provider may
exercise all of its rights with respect to such entity, including termination of this Agreement, if
appropriate, without affecting the rights and obligations of any other Healthfirst entity, which
shall remain bound by the terms of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
Healthfirst PHSP, Inc.
Provider:
Healthfirst Health Plan, Inc.
Deepak Nanda, MD PC
Healthfirst Insurance Company, Inc.
DocuSigned by:
Dr
By:
By:
5E9DEF9AC6924
Name: Thomas Meixner
Name: Deepak Nanda MD
Title: SVP, Delivery System Engagement
Title: Physician
Date: 05/07/2017
Date: 5/8/2017 12:21:31 EDT
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HEALTHFIRST PARTICIPATING PROVIDER AGREEMENT
EXHIBIT 2.1
HEALTHFIRST PLANS
Provider and Affiliated Providers shall provide Health Care Services to Enrollees in the following
Healthfirst Plans.
Medicare/Medicaid
New York State Plans
Medicare Plans
Dual Eligible Plans
Licensed Entity
Subject to Exhibits
Subject to Exhibit 2.2.2
Subject to Exhibits
2.2.1 1(A-C)
2.2.1(B-C) and 2.2.2
Medicaid
Medicaid-Health and
Recovery Plan (HARP)
Basic Health Plan (BHP)
a/k/a Essential Plan (EP)
Healthfirst PHSP, Inc.
Child Health Plus (CHP)
Commercial Plans,
including
Qualified Health Plans
(QHP)
Medicare-Medicaid
Healthfirst Health Plan,
Commercial Plans
Medicare Advantage
Inc.
Medicaid Advantage
Plus
Commercial Plans,
Healthfirst Insurance
including
Company, Inc.
Qualified Health Plans
(QHP)
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HEALTHFIRST PARTICIPATING PROVIDER AGREEMENT
EXHIBIT 2.2.1(A)
NEW YORK STATE DEPARTMENT OF HEALTH
NEW YORK STATE DEPARTMENT OF FINANCIAL SERVICES
PLAN SPECIFIC REQUIREMENTS
The following terms and conditions shall apply to all New York State Plans offered by Healthfirst
PHSP, Inc., and Healthfirst Health Plan, Inc. and Healthfirst Insurance Company, Inc.
1.
Claims Payment. Healthfirst shall pay or deny claims as required by Section 3224-a of the New
York State Insurance Law.
2.
Record Retention. Provider and Affiliated Providers shall maintain health records for Enrollees
in Healthfirst's Qualified Health Plans a period of ten (10) years after the date of service.
The following terms and conditions shall apply to all New York State Plans offered by Healthfirst
PHSP, Inc. and Healthfirst Health Plan, Inc. The following terms and conditions shall not apply to New
York State Plans offered by Healthfirst Insurance Company, Inc.
3. Medicaid Plan Requirements.
3.1.
In the case of Medicaid managed care, Provider agrees that, during the time that an
Enrollee is enrolled in Healthfirst, the Provider or Affiliated Providers will not bill the
County Department of Social Services or New York State Department of Health
("SDOH") for covered services within the Medicaid managed care benefit package as set
forth in the Agreement between Healthfirst and the County Department of Social
Services
3.2.
In the event that there is any dispute between Healthfirst and Provider, Provider should
follow the procedures contained in the Provider Manual.
4.
Notice of Adverse Reimbursement Changes. Notwithstanding the
Section
9.9.1
of
the
Agreement, Healthfirst shall provide Provider at least ninety (90) days written notice of any
adverse reimbursement change. If Provider objects to such change, Provider may, within thirty
days of the date of Healthfirst's notice, terminate this Agreement on written notice to Healthfirst.
The effective date of any such termination by Provider shall be the effective date of the
reimbursement change.
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HEALTHFIRST PARTICIPATING PROVIDER AGREEMENT
EXHIBIT 2.2.1(B)
New York State Department of Health Standard Clauses
For Managed Care Provider/IPA/ACO Contracts
EFFECTIVE APRIL 1, 2017
Notwithstanding any other provision of this agreement, contract, or amendment (hereinafter "the
Agreement or "this Agreement the Article 44 plans and providers that contract with such plans, and
who are a party 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/ACO, or
between an IPA/ACO and an IPA/ACO, such clauses must be included in IPA/ACO contracts with
Providers, and Providers must agree to such clauses.
A.
DEFINITIONS FOR PURPOSES OF THIS APPENDIX
"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 a comprehensive health services plan, or a health and long term care 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. Under these arrangements, such health
care Providers and suppliers will provide their service in 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
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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 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 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 thirty days in advance of implementation, including but
not limited to:
quality improvement/management
utilization management, including but not limited to precertification procedures,
referral process or protocols, and reporting of clinical encounter data
member grievances; and
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 twenty-four (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 2012, Chapter 199 of the Laws of 2014, Part H,
Chapter 60, of the Laws of 2014 and Chapter 6 of the Laws of 2015 with all amendments
thereto.
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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 if set forth fully herein, including:
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.
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.
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.
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.
The MCO shall not impose obligations and duties on the Provider or IPA/ACO that
are inconsistent 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.
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.
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 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 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 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
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Form-LLL "Disclosure Form to Report Lobbying," in accordance with its
instructions.
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).
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).
The Provider or IPA/ACO agrees to disclose to the MCO complete ownership,
control, and relationship information.
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.
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 instructions 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.
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
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regulation establishing rates, fees, and claiming instructions 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/RISE ARRANGEMENTS
1.
Enrollee Non-liability. Provider agrees that in no event, including, but not limited to,
nonpayment by the 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
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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 into 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.
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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 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:
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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 years after majority or six years after
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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 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 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,
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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.
ARIBITRATION
1.
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-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 contractual Providers.
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EXHIBIT 2.2.1(C)
New York State Department of Health Standard Clauses
For Managed Care Provider/IPA Contracts
For the Fully-Integrated Duals Advantage Program
Effective: January 1, 2015
Notwithstanding any other provision of this agreement, contract, or amendment (hereinafter
"Agreement"), which shall specify the delegated activities and reporting requirements, the parties agree
to be bound by the following clauses, exclusively for the New York State Fully Integrated Duals
Advantage Program ("FIDA"), covering long-terms care services for individuals eligible for both
Medicare and New York Medicaid benefits, which are hereby made a part of this 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 APPENDIX
"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.
"Independent Practice Association" or "IPA" shall mean an entity formed for the limited purpose
of arranging by contract for the delivery or provision of health services by individuals, entities
and facilities licensed 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 in 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.
"New York FIDA Contract" shall mean the agreement between the MCO, the United States
Department of Health and Human Services Centers for Medicare and Medicaid Services
("CMS"), and the New York State Department of Health for the arrangement of FIDA covered
services.
B.
GENERAL TERMS AND CONDITIONS
1.
This Agreement is subject to the approval of the New York State Department of Health and
if implemented prior to such approval, the parties agree to incorporate into this Agreement
any and all modifications required by the Department of Health for approval or,
alternatively, to terminate this Agreement if SO directed by the Department of Health,
effective sixty (60) days subsequent to notice, subject to Public Health Law 4403(6)(e).
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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 the
Department of Health, and any such amendment shall be submitted for approval at least
thirty (30) days, or ninety (90) days if the amendment adds or materially changes a risk
sharing arrangement that is subject to Department of Health review, in advance of
anticipated execution. The MCO shall notify and/or submit a copy of such material
amendment to DOH or New York City, as may be required by New York FIDA Contract.
3.
Assignment of an agreement between an MCO and (i) an IPA, (ii) institutional network
provider, or (iii) medical group provider that serves five percent or more of the enrolled
population in a county, or the assignment of an agreement between an IPA and (i) an
institutional provider or (ii) medical group provider that serves five percent or more of the
enrolled population in a county, requires the prior approval of the Commissioner of Health.
Otherwise and if applicable, delegated activities and reporting responsibilities delegated to
Provider, if any, must be set forth in this Agreement. [42 C.F.R. § 422.504(i)(4)(i)].
4.
The Provider agrees, or if this Agreement is between the MCO and an IPA or between an
IPA and an IPA, the IPA agrees and shall require the IPA's providers to agree, to comply
fully and abide by the rules, policies and procedures that the MCO (i) has established or
will establish to meet general or specific obligations placed on the MCO by statute,
regulation, or DOH or DFS guidelines or policies and (ii) has provided to the Provider in
writing at least thirty (30) days in advance of implementation (unless such change is
mandated by CMS or DOH without thirty (30) days prior notice), including but not limited
to:
Quality improvement/management;
Covered items and services;
Utilization review / management, including but not limited to precertification
procedures, referral process or protocols, and reporting of clinical encounter data;
Enrollee grievances;
Provider credentialing;
Care management and the interdisciplinary team (IDT);
Advance directives; and
Delivery of preventative health service.
5.
The Provider also agrees, or if this Agreement is between the MCO and an IPA or between
an IPA and an IPA, the IPA agrees and shall require the IPA's providers to agree to comply
fully and abide by the rules, policies, procedures and requirements related to the IDT,
including but not limited to: (i) participating in approved training on the IDT process,
person-centered service planning process, cultural competence, disability, accessibility and
accommodations, independent living and recovery, and wellness principles, along with
other required training, as specified by DOH, CMS or the New York FIDA Contract, (ii)
acknowledging that the IDT has the authority to make coverage determinations and the
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services planning process as set forth in the IDT policy, and (iii) participation in and
ongoing involvement with each enrollee's IDT.
6.
The Provider or, if this Agreement is between the MCO and an IPA, or between an IPA and
an IPA, the IPA agrees, and shall require its providers to agree not to 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. In addition, all services covered
under this Agreement must be provided in a culturally and linguistically competent manner
to all enrollees, including those with limited English proficiency or reading skills, and
diverse cultural and ethnic backgrounds. [42 C.F.R. 422.112(a)(8)].
7.
If the Provider is a primary care practitioner, the Provider agrees to provide for twenty-four
(24) hour coverage and back up coverage when the Provider is unavailable. The Provider
may use a twenty-four (24) hour back-up call service provided appropriate personnel
receive and respond to calls in a manner consistent with the scope of their practice.
8.
The MCO or IPA which 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's
own acts or omissions, by indemnification or otherwise, to a provider. IPA or Provider is
not required to indemnify the MCO for any expenses and liabilities, including, without
limitation, judgments, settlements, attorneys' fees, court costs and any associated charges,
incurred in connection with any claim or action brought against the MCO based on the
MCO's management decisions, utilization review provisions or other policies, guidelines or
actions.
9.
The Parties shall comply with all applicable federal and state laws, regulations, and CMS
instructions. Notwithstanding any other provision of this Agreement, the parties shall
comply with 42 C.F.R. 422.504, 423.505, 438.6(i) and 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 and Chapter 237 of the Laws of 2009 with
all
amendments thereto.
10. Any services or other activities performed by the Parties must be consistent and comply
with MCO's contractual obligations with CMS and DOH pursuant to the New York FIDA
Contract. [42 C.F.R. § 422.504(i)(3)(iii)] Accordingly, this Agreement incorporates the
pertinent MCO obligations under the New York FIDA Contract as if set forth fully herein,
including but not limited to:
a.
the MCO will monitor the performance of the Provider or IPA under this Agreement
on an ongoing basis (including the performance of any delegated activities and
reporting requirements), and will terminate this Agreement and/or impose other
sanctions, if the Provider's or IPA's performance does not satisfy the standards of the
MCO, DOH, CMS or as otherwise set forth in the New York FIDA Contract;
b.
the Provider or IPA agrees that the work it performs under this Agreement will
conform to the terms of the New York FIDA Contract, and that it will take corrective
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action if the MCO identifies deficiencies or areas of needed improvement in the
Provider's or IPA's performance;
C.
The Provider or IPA agrees to safeguard enrollee privacy and confidentiality of
enrollee health record as required by the New York FIDA Contract between MCO,
CMS and DOH;
d.
The MCO shall not impose obligations and duties on the Provider or IPA that are
inconsistent with the New York FIDA 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;
e.
The Provider or IPA 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 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 a 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 agrees to complete and submit
the "Certification Regarding Lobbying," 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 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
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 shall complete and submit Standard Form-LLL "Disclosure Form to Report Lobbying,"
in accordance with its instructions;
f.
The Provider agrees to disclose to MCO on an ongoing basis, any managing
employee that has been convicted of a misdemeanor or felony related to the person's
involvement in any program under Medicare, Medicaid or a Title XX services
program (Block grant programs);
g.
The Provider agrees to monitor its employees and staff against the List of Excluded
Individuals and Entities (LEIE) and excluded individuals posted by the OMIG on its
Website;
h.
The Provider agrees to disclose to MCO complete ownership, control, and
relationship information;
i.
Provider agrees to obtain for 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 SDOH, OMIG
or DHHS. The information requested shall be provided to MCO within 35 days of
such request; and
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j.
Provider or IPA agrees that any services rendered under this Agreement with the
MCO must be accessible to all enrollees and that Provider, or if this Agreement is
between the MCO and an IPA or between an IPA and an IPA, the IPA agrees and
shall require its providers to agree to provide reasonable accommodations to all
enrollees who require them;
11. The parties to this Agreement agree to comply with all applicable requirements of the
Federal Americans with Disabilities Act.
12. The Provider agrees, or if this Agreement is between the MCO and an IPA or between an
IPA and an IPA, the IPA agrees and shall require it'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. In addition, the Parties agree to comply with the following : (i)
abiding by all Federal and State laws regarding confidentiality and disclosure of medical
records, or other health and enrollment information, (ii) ensuring that medical information
is released in accordance with applicable Federal or State law, or pursuant to court orders
or subpoenas, (iii) maintaining medical records and other enrollee records and information
in an accurate and timely manner, and (iv) ensuring timely access by enrollees to the
records and information that pertain to them. [42 C.F.R. 422.118 and 422.504(a)(13)].
13. The parties acknowledge the requirements under the Emergency Medical Treatment and
Labor Act ("EMTALA") to ensure public access to emergency services regardless of an
individual's ability to pay. Thus, the parties shall not take any action(s) to create any
conflicts with a hospital's obligations under EMTALA.
C.
PAYMENT RISK ARRANGEMENTS
1. Payment. MCO is obligated to pay IPA or Provider under the terms of this Agreement. As
defined in 42 C.F.R. § 447.46, the MCO shall pay all clean electronic claims within thirty
(30) days of receipt and paper claims within forty-five (45) days per NYS Insurance Law
Section 3224-a. The MCO shall pay clean claims from network pharmacies (other than
mail-order and long-term care pharmacies) within fourteen (14) days of receipt for
electronic claims and within thirty (30) days of receipt all other claims. The MCO shall
pay interest on clean claims that are not paid within the applicable fourteen (14) days, thirty
(30) days or forty-five (45) days in accordance with NYS Insurance Law Section 3224-a.
2.
Enrollee Non-liability. Provider agrees that in no event, including, but not limited to,
nonpayment by the MCO or IPA, insolvency of the MCO or IPA, or breach of this
Agreement, shall Provider bill, charge, collect a deposit from, seek compensation,
remuneration or reimbursement from, or have any recourse against an enrollee or person
(other than the MCO or IPA) acting on his/her/their behalf, for services provided pursuant
to the New York FIDA Contract and this Agreement, for the period covered by the paid
enrollee premium. In addition, Provider agrees that during the time the enrollee is enrolled
in the MCO that he/she/it shall not bill CMS, DOH, the City of New York for Covered
Services within the benefit package as set forth in the New York FIDA Contract. Provider
agrees that during the time the enrollee is enrolled in the MCO that he/she/it shall not
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collect copayments, coinsurance amounts, or permitted deductibles, as specifically
provided in the New York FIDA Contract or fees for uncovered services delivered on a fee-
for-service basis to a covered person unless Provider has advised the enrollee in writing
that the service is uncovered and the enrollee's liability prior to providing the services.
Enrollees shall not be held liable for Medicare Parts 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 under FIDA. 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. Under no circumstances may enrollees be held liable for payment of any fees that
are the legal obligation of MCO. [42 C.F.R. 422.504(g)(1)(i) and 422.504(i)(3)(i)].
This provision shall survive termination of this Agreement for any reason, and shall
supersede any oral or written agreement now existing or hereafter entered into between
Provider and enrollee or person acting on his or her behalf.
3.
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 under FIDA, 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.
4.
If the Provider is a health care professional licensed, registered or certified under Title 8 of
the Education Law, the MCO or the IPA 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.
5.
IPA or Provider agrees to comply with all applicable requirements governing physician
incentive plans (PIP), including but not limited to such requirements contained in 42 CFR
Parts 417, 422, 434, 438, and 1003 and to incorporate such required provisions into any
contracts between the contracting entity and any first tier, downstream or related entities
for medical providers for the provision of services under this Agreement. No specific
payment will be made directly or indirectly to a physician or physician group as an
inducement to deny, reduce, delay or limit medically necessary services furnished to
an
enrollee. IPA and Provider shall not profit from the provision of services that are not
medically necessary or medically appropriate. As such, any financial risk assumed by IPA
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or Provider for the cost of medical care, services or equipment provided or authorized by
another provider or health care provider shall include provisions for (i) stop-loss protection;
(ii) minimum patient population size for Provider or the provider group; and (iii)
identification of the health care services for which Provider is at risk.
6.
Provider agrees that he/she/it shall not be entitled to payment from MCO for a "Provider
Preventable Condition" as defined in the New York FIDA Contract. In addition, as a
condition of payment, Provider shall identify provider-preventable conditions associated
with claims and comply with the reporting requirements of 42 CFR 447.26(d) and as may
be specified by MCO.
7.
The parties agree that a claim for home health care services following an inpatient hospital
stay 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 before an enrollee's inpatient hospital discharge, consistent with Public Health
Law § 4903.
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 if
applicable), for purposes including preauthorization, concurrent review, quality assurance,
(including Quality Assurance Reporting Requirements ("QARR")), care management,
treatment, payment or heath care operations, payment processing, qualification for
government programs, and for MCO/Manager analysis and recovery of overpayments due
to fraud and abuse. The Provider will also make enrollee 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
if applicable) expressly acknowledges that he/she/it 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.
The Provider agrees to disclose the nature and extent of FIDA covered 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 designees or authorized
representatives upon request. HHS, the Comptroller General, DOH, the New York State
Office of the Inspector General, Office of the State Comptroller, and the Office of the New
York State Attorney General or their designees, and state and federal agencies with
monitoring authority related to Medicare and Medicaid shall have the right to audit,
evaluate and inspect any pertinent information including books, contracts, computers or
other electric systems, records, including medical records, and documentation and any
information for or of the Provider, IPA and IPA Providers. HHS's, the Comptroller
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General's, DOH's, the New York State Office of the Medicaid Inspector General, Office of
State Comptroller, and office of the Attorney General or their designees rights to inspect,
evaluate, and audit any pertinent information for any particular contract period shall be for
a period of 10 years from the final date of the contract period or from the date of
completion of any audit, whichever is later. [42 C.F.R. § 422.504(i)(2)(i) and (ii)].
Accordingly, the parties agree that medical records shall be retained for a period of at least
ten (10) years after the date of the provider contract. This provision shall survive the
termination of this Agreement regardless of the reason for the termination.
3.
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 service is rendered or at the earliest opportunity, for
disclosure of medical records to the MCO, to an IPA or to third parties for treatment,
payment, or health care operations. If this Agreement is between an MCO and an IPA, or
between an IPA and an IPA, the IPA agrees to require the providers with which it contracts
to agree as provided above. If this Agreement is between an IPA 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, institutional
network provider, or medical group Provider that serves five percent or more of the
enrolled population in a county, or the termination or non-renewal of an agreement
between an IPA and an institutional Provider or medical group Provider that serves five
percent or more of the enrolled population in a county, requires notice to the Commissioner
of Health. Neither the MCO nor the IPA or Provider shall terminate the Agreement, or, at
least participation in the MCO's FIDA benefit plan or FIDA program without cause. The
effective date of termination by a Provider or IPA shall not be upon less than ninety (90)
days notice to the MCO. Unless otherwise provided by statute or regulation, the effective
date of termination by the MCO shall not be less than forty-five (45) days after receipt of
notice to the IPA or Provider, provided, however, that termination by the MCO may be
effected on less than 45 days' notice provided the MCO demonstrates to DOH's
satisfaction 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 sixty (60) days
notice of its decision to not renew this Agreement. Otherwise, MCO shall provide a
written statement to IPA or Provider (other than a health care professional) stating the
reason or reasons for termination with cause.
3.
If this Agreement is between an MCO and an IPA, and the Agreement does not provide for
automatic assignment of the IPA's Provider contracts to the MCO upon termination of the
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MCO/IPA contract, in the event either party gives notice of termination of the Agreement,
the parties agree, and the IPA's providers agree, that the IPA 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 first occurs. 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
insolvency or termination of this contract for any reason, the Provider shall (i) continue to
provide treatment to enrollees for the duration of the period for which payment has been
made and (ii) continue, until medically appropriate discharge or transfer, or completion of a
course of treatment, whichever occurs first, to provide services pursuant to the New York
FIDA 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 and the IPA's contracted
providers if this Agreement is between the MCO and an IPA. This provision shall
survive termination of this Agreement.
5.
Notwithstanding any other provision herein, the Provider, the MCO or IPA retains the
option to immediately terminate this Agreement if the Provider has been terminated or
suspended from the Medicaid or Medicare Programs.
6.
In the event of termination of this Agreement, the Provider agrees, and, where applicable,
the IPA agrees to require all participating providers of its network to assist in the orderly
transfer of enrollees to another provider, including sharing the enrollee's medical record
and other relevant enrollee information as directed by the MCO or enrollee.
F.
ARBITRATION
1.
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-SPECIFIC PROVISIONS
1.
Any reference to IPA quality assurance (QA) activities within this Agreement is limited to
the IPA's analysis of utilization patterns and quality of care on its own behalf and as a
service to its contract providers.
H. MISCELLANEOUS
1.
If IPA or Provider has been delegated to perform credentialing of medical providers, then
any credentialing of medical professionals shall comply with Section 2.7.1.2 of the New
York FIDA Contract. The credentials of medical professionals affiliated with the IPA or
Provider contracted with MCO shall either be reviewed by MCO or the credentialing
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process shall be reviewed and approved by MCO and MCO will audit the credentialing
process on an ongoing basis. -2 C.F.R. § 422.504(i)(4)(iv)].
2.
Notwithstanding any other provision herein, MCO retains the right to approve, suspend, or
terminate any arrangement with an IPA, Provider, first tier, downstream or related entity.
[42 C.F.R. § 422.504(i)(5)].
3.
MCO agrees that it shall not refuse to contract with or pay an otherwise eligible Provider
for the provision of FIDA covered items and services solely because such Provider has
communicated in good faith with one or more of his or her prospective, current or former
patients regarding the method by which such Provider is compensated by the MCO for
items and services provided to the patient.
4.
IPA or Provider acknowledges and agrees that if Provider is providing laboratory testing
services IPA or Provider shall comply with the Clinical Laboratory Improvement
Amendments ("CLIA") and shall have either a CLIA certificate or a waiver of a CLIA
certificate or registration, unless otherwise provided by law.
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EXHIBIT 2.2.2
CMS PLAN SPECIFIC REQUIREMENTS
The following terms and conditions shall apply to Medicare Plans offered by Healthfirst Health Plan,
Inc. and Healthfirst Insurance Plan, Inc.
1.
Claims Payment. Healthfirst shall pay or deny claims within the timeframes set forth in the
Provider Manual.
2.
As required by 42 CFR 422.504(i)(4)(iii), the provision of Health Care Services to Enrollees by
Provider and Provider's performance pursuant to this Agreement shall be monitored by
Healthfirst on an ongoing basis.
3.
As required by 42 CFR 422.504(i)(4)(ii), Healthfirst may terminate this Agreement pursuant to
Section 8 in the event that CMS or Healthfirst determines that Provider has not complied with
any provision of this Agreement or the Medicare Plan Contract.
4.
As required by 42 CFR 422.504(i)(2), notwithstanding anything to the contrary in Section 5 of
this Agreement, HHS, the Comptroller General, or their designees have the right to inspect,
evaluate, and audit any of Provider's pertinent contracts, books, documents, papers, and records
of Provider's related entity(s), contractor(s), or subcontractor(s) involving services provided
under this Agreement and related to Healthfirst's Medicare Plan Contract; and (ii) HHS', the
Comptroller General's, or their designee's right to inspect, evaluate, and audit any pertinent
information for any particular contract period will exist through 10 years from the final date of
the contract period or from the date of completion of any audit, whichever is later.
5.
Notification of Termination of Covered Services. If Provider is a skilled nursing facility, home
health agency or comprehensive outpatient rehabilitation facility, Provider shall deliver the
"Important Medicare Message of Non-Coverage" to Enrollees two (2) days prior to the
termination of Health Care Services authorized by Healthfirst, as required by 42 CFR 422.624
and as set forth in the Provider Manual. Healthfirst shall not be responsible for payment of
Health Care Services beyond those authorized by Healthfirst. In the event that Provider fails to
deliver the notice as required by 42 CFR 422.624 and as set forth in the Provider Manual,
Provider shall not bill or seek compensation from Enrollees for Health Care services not
authorized by Healthfirst.
6.
Requirements applicable to Providers participating in Healthfirst's Medicare Medicaid Plan
effective as of January 1, 2014
6.1. Hold harmless for Medicare-Medicaid Plans. In addition to the requirements of Section 4.4
of this Agreement, for all enrollees eligible for both Medicare and Medicaid, enrollees 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.
6.2. All services must be provided in a culturally competent manner to all enrollees, including
those with limited English proficiency or reading skills, and diverse cultural and ethnic
backgrounds as required by 42 CFR 422.112(a)(8) and as set forth in the Provider
Manual.
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EXHIBIT 4.1
COMPENSATION
COMPENSATION FOR HEALTHCARE SERVICES
1.
Healthfirst shall compensate Provider for Health Care Services Provider renders to Enrollees at
the lesser of Provider's billed charges or the amount set forth in the Healthfirst fee schedule
applicable to Health Care Services rendered by Provider, as amended by Healthfirst from time to
time. The Healthfirst fee schedule shall at all times include any amount or fee schedule
Healthfirst is required to reimburse Provider by the applicable Plan Contract(s) and any
applicable federal or state statute or regulations.
2.
Provider's compensation shall be subject to the billing requirements, exclusions and limitations
set forth in the Provider Manual.
3.
Healthfirst shall provide a representative sample of billing codes and reimbursement amounts
applicable to Provider or provide the reimbursement amounts for specific billing codes upon
Provider's reasonable request. Healthfirst shall provide an electronic or paper remittance with
each payment specifying in reasonable detail the compensation paid for each Health Care
Service as well as the amount and the basis for any services not paid.
4.
Healthfirst shall provide 30 days' notice of any material change to the Healthfirst Fee Schedule
applicable to Provider and shall comply with the requirements of New York Public Health Law
4406-c (5)(c) regarding any adverse reimbursement change as applicable to each of the
Healthfirst Plans.
5.
Healthfirst and Provider understand and agree that if Provider is to receive any surplus or share
in any financial risk, this Agreement shall be amended accordingly. Healthfirst shall obtain any
prior approval of such surplus or financial risk arrangement required by SDOH or DFS prior to
such arrangement taking effect.
QUALITY BASED REIMBURSEMENT
1.
Quality Based Reimbursement Programs; Purpose and Development. Healthfirst may, from time
to
time, develop programs to reimburse eligible Participating Providers amounts in addition to
their regular compensation for meeting certain measures regarding the quality of care provided to
Enrollees and Enrollee satisfaction ("Quality Based Reimbursement Programs"). The Quality
Based Reimbursement Programs shall be designed to improve the quality of care received by
Enrollees and Enrollee satisfaction by recognizing and reimbursing Participating Providers who
achieve superior clinical outcomes and Enrollee satisfaction. Each Quality Based
Reimbursement Program shall meet the requirements of the applicable Plan Contract and comply
with applicable statutes and regulations. Provider understands and agrees that Healthfirst shall
develop each Quality Based Reimbursement Program and that Healthfirst may, in its sole
discretion, choose not to offer Quality Based Reimbursement Programs or may, subject to the
limitations set forth below, amend or discontinue any Quality Based Reimbursement Program.
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2.
Measurement Criteria. Healthfirst shall determine the specific clinical outcome and Enrollee
satisfaction criteria ("Program Measures") for each Quality Based Reimbursement Program.
Program Measures may include those published by third parties, including those published by
private, federal and state agencies such as the Healthcare Effectiveness Data Information Set
("HEDIS") and the Quality Assurance Reporting Requirements ("QARR"). Program Measures
may also include those developed solely by Healthfirst.
3.
Eligibility for Participation. Healthfirst shall develop written criteria to determine which
Participating Providers, including Provider, may participate in the Quality Based Reimbursement
Programs. Such criteria shall be applied in substantially equal fashion to all similarly situated
Participating Providers.
4.
Measurement Periods; Publication of Program Criteria; Provider Opt Out; Amendment and
Termination. The measurement period for each Quality Based Reimbursement Program shall be
set by Healthfirst. Healthfirst shall provide written notice to Provider of each Quality Based
Reimbursement Program for which Provider is eligible as determined by Healthfirst. Provider
acknowledges and agrees that in some instances such notice may be given to Provider after the
measure period has commenced. Such notice shall include the Program Measures for each
Quality Based Reimbursement Program as well as the amount and manner of additional
reimbursement for successfully meeting the Program Measures. Provider shall be included in
any Quality Based Reimbursement Program for which Healthfirst provides notice pursuant to
this Section 4 unless Provider notifies Healthfirst in writing that Provider does not wish to
participate. Healthfirst shall provide written notice of the amendment or discontinuance of any
Quality Based Reimbursement Program.
5.
Reporting and Data Collection. Without limiting Provider's obligations in Sections 2.6 and 5 of
the Agreement and consistent with Section 5, Provider shall provide to Healthfirst all records,
information and data, including but not limited to claims and encounter data and health care
records, required by Healthfirst as part of a Quality Based Reimbursement Program. Provider
understands and agrees that Provider's failure to provide such records, information and data
to
Healthfirst according to the timeframes and in the format required by Healthfirst, electronic or
otherwise, may disqualify Provider from participation as determined by Healthfirst.
6.
Reimbursement. Healthfirst shall determine the amount and manner of additional reimbursement
for each Quality Based Reimbursement Program based on Provider's performance under the
Program Measures. Healthfirst shall not terminate or amend any Quality Based Reimbursement
Program solely in order to prevent Provider from meeting Program Measures or to withhold
additional reimbursement to Provider. The amount and manner of reimbursement to Provider for
Health Care Services rendered to Enrollees as set forth in Exhibit 4.1 of this Agreement shall in
no event be changed or reduced based on Provider's eligibility for, refusal to participate in, or
performance pursuant to, any Quality Based Reimbursement Program.
7.
Determinations and Appeals. Without limiting either party's rights under the Agreement, in the
event that Provider disagrees with any determination that Healthfirst makes regarding a Quality
Reimbursement Program, including but not limited, to a determination regarding Provider's
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eligibility, performance or reimbursement, Provider may appeal such determination to
Healthfirst's Chief Medical Officer. Provider must make such appeal in writing to the attention
of the Chief Medical Officer within a reasonable period following Healthfirst's determination
provided that such period shall not exceed sixty days from the date of such determination.
Provider's appeal shall include information and supporting documents reasonably required to set
forth the reasons why Provider disagrees with Healthfirst's determination. Healthfirst's Chief
Medical Officer will respond to Provider's appeal in writing within sixty days of receipt.
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