doczyai-pipelines/streamlit/SOURCE_DOCUMENTS/Boilerplate_Anc_Better Living Now, Inc. - Agreement_MU.txt

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STANDARD ANCILLARY SERVICES AGREEMENT 2.0
NEW YORK STATE CATHOLIC HEALTH PLAN, INC.
d/b/a FIDELIS CARE NEW YORKTM
Greater Metropolitan Regional Office
95-25 Queens Boulevard
Rego Park, New York 11374
718-896-6500
Western New York Regional Office
40 John Glenn Drive
Suite 200
Amherst, New York 14228
716-564-3630
Northeast Regional Office
8 Southwoods Boulevard
Albany, New York 12211
518-427-0481
Central New York Regional Office
5010 Campuswood Drive
East Syracuse, New York 13057
315-437-1835
Fidelis Care New YorkTM is the New York State Catholic Sponsored Health Plan
Fidelis Care New YorkTM
THIS AGREEMENT IS SUBJECT TO THE APPROVAL
Standard Ancillary 6.2007
OF THE NEW YORK STATE DEPARTMENT OF HEALTH
BetterLivingNow.SASA.JC.12.23.200

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NEW YORK STATE CATHOLIC HEALTH PLAN, INC.
d/b/a FIDELIS CARE NEW YORK™ TM
STANDARD ANCILLARY SERVICES AGREEMENT 2.0
TABLE OF CONTENTS
Definitions
1
Responsibilities of Provider
3
Responsibilities of Plan
6
Quality Assurance and Utilization Management
7
Financial Relationship
7
Adherence to Ethical and Religious Directives
9
Records and Reports
9
Term and Termination
11
Insurance and Indemnification
14
Use of Names
14
Miscellaneous
15
Medicare Advantage
17
Fidelis Care New YorkTM
THIS AGREEMENT IS SUBJECT TO THE APPROVAL
Standard Ancillary 6.2007
OF THE NEW YORK STATE DEPARTMENT OF HEALTH
BetterLivingNow.SASA.JC.12.23.2009

Start of Page No. = 3
STANDARD ANCILLARY SERVICES AGREEMENT 2.0
THIS ANCILLARY SERVICES AGREEMENT, made this
dad
day of
February
2010, by and between NEW YORK STATE CATHOLIC HEALTH PLAN,
INC., doing business as FIDELIS CARE NEW YORKTM a New York not-for-profit corporation
certified as a prepaid health services plan pursuant to Article 44 of the New York State Public Health
Law, and including its affiliates and subsidiaries (hereinafter collectively referred to as, the "Plan"),
and BETTER LIVING NOW, INC. (hereinafter, "Provider").
NOW, THEREFORE, in consideration of the mutual covenants and promises set forth
herein, the parties hereto agree as follows:
AGREEMENT
1.
Definitions. As used in this Agreement, the following terms shall have the indicated
meanings:
1.1.
"Ancillary Services" shall mean those Health Care Services other than Hospital
Services and physician services, which may include laboratory, radiology, pharmacy and home health
care, hospice care, disposable and durable medical equipment, optical and auditory equipment, and
transportation (ambulette and ambulance), as more fully set forth in Schedule 1.1 of this Agreement.
1.2.
"Clean Claim" shall mean a claim for Health Care Services, submitted electronically
or on paper in a form acceptable to Plan, that contains all the data elements required by Plan to
process and adjudicate the claim, including but not limited to all the data elements contained on
Form 1500 or other current and applicable form published by the Centers for Medicare and Medicaid
Services
1.3.
"Emergency" shall mean a medical or behavioral condition, the onset of which is
sudden, that manifests itself by symptoms of sufficient severity, including severe pain, that a prudent
lay person, possessing an average knowledge of medicine and health, could reasonably expect the
absence of immediate medical attention to result in (i) placing the health of the person afflicted with
such condition in serious jeopardy, or in the case of a behavioral condition, placing the health of the
person or others in serious jeopardy; (ii) serious impairment of such person's bodily functions;
(iii) serious dysfunction of any bodily organ or part of such person; or (iv) serious disfigurement of
such person.
1.4.
"Enrollee" shall mean an individual who is entitled to receive those Health Care
Services arranged for by Plan: (i) under a Program identified under Schedule 1.14 as specified in the
applicable Program Contract, and (ii) where applicable, pursuant to a Member Agreement.
1.5.
"Health Care Services" shall mean those Medically Necessary hospital, medical and
other health care services covered under and all services otherwise authorized under the terms of the
applicable Program Contract and, where applicable, the Member Agreement, to which an Enrollee is
entitled pursuant to such Program Contract and/or Member Agreement, including all attachments,
Fidelis Care New YorkTM
1
THIS AGREEMENT IS SUBJECT TO THE APPROVAL
Standard Ancillary 6,2007
OF THE NEW YORK STATE DEPARTMENT OF HEALTH
BetterLivingNow.SASA.JC.12.23.2009

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exhibits, schedules and appendices thereto. In no event shall the meaning of "Health Care Services"
include those benefits covered under the applicable Program but not provided or arranged for by Plan
pursuant to the applicable Program Contract, including without limitation, family planning services.
1.6.
"Hospital Services" shall mean those Health Care Services that are routinely
provided by a health-care facility on an in-patient, emergency, or ambulatory surgery basis, except
that Hospital Services do not include Ancillary Services.
1.7.
"Medical Director" shall refer to Plan's Chief Medical Officer as defined in Section
3.2 of this Agreement or his or her designee.
1.8.
"Medically Necessary" or "Medical Necessity" shall mean those health care services
that are determined by a physician to be essential to the health of an Enrollee in accordance with
professional standards accepted in the medical community. In the event of a disagreement as to the
Medical Necessity of a particular Health Care Service, the Medical Director shall make the final
determination of whether it is Medically Necessary, subject to Plan's grievance procedures and
compliance with the applicable Program Contract.
1.9.
"Member Agreement" shall mean the executed agreement between Plan and the
applicable Enrollee for the provision of Health Care Services.
1.10. "Personnel" shall mean physicians, nurses, other appropriate health care
professionals and technical personnel who are employees on Provider's staff or are independent
contractors of Provider.
1.11. "Physician" shall mean an individual who is duly licensed and currently registered by
the State of New York to practice medicine, who is credentialed by Plan and who shall provide
Health Care Services to Enrollees.
1.12. "Plan Provider" shall mean a licensed or certified health care professional,
professional organization, institution or independent practice association that contracts with Plan to
provide or arrange for the provision of Health Care Services to Enrollees.
1.13. "Primary Care Physician" shall mean a Physician who has agreed to supervise,
coordinate and serve as case manager with respect to all Health Care Services provided to Enrollees
who have selected or been assigned to such Primary Care Physician. Primary Care Physician shall
mean an internist, family practitioner or pediatrician or other Physician who has been designated by
Plan as a Primary Care Physician. Primary Care Physicians may be assisted in carrying out their
responsibilities under this Agreement by nurse practitioners or others who are not Physicians to the
extent authorized by law.
1.14. "Program" shall mean those Federal, state or other programs, identified in Schedule
1.14 of this Agreement, under which Plan arranges to provide prepaid health services to Enrollees on
a contractual basis. Schedule 1.14 may be amended by Plan from time to time to add or delete
Programs.
Fidelis Care New YorkTM
2
THIS AGREEMENT IS SUBJECT TO THE APPROVAL
Standard Ancillary 6.2007
OF THE NEW YORK STATE DEPARTMENT OF HEALTH
BetterLivingNow.SASA.JC.12.23.2009

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1.15. "Program Contract" shall mean the contracts identified in Schedule 1.14 of this
Agreement, entered into by and between Plan and a federal, state, or local agency or other third party,
under which Plan provides or arranges to provide prepaid health services to Enrollees. Schedule
1.14 may be amended by Plan from time to time to add or delete Programs. Program Contract shall
include the contract itself and all attachments, exhibits, schedules or appendices to such contract, as
they may be amended from time to time. To the extent that Enrollees are covered by Medicaid, the
pertinent provisions of the applicable Program Contracts are hereby incorporated by reference in
their entirety as if specifically and fully set forth herein.
1.16. "Provider Manual" shall mean the description, entitled "Provider Manual" and
prepared by Plan, of certain requirements, policies and procedures of Plan generally applicable to all
Plan Providers.
2.
Responsibilities of Provider
2.1.
Provision of Ancillary Services.
2.1.1. General. Provider shall provide Ancillary Services to Enrollees. All Ancillary
Services shall be provided in accordance with (i) this Agreement, (ii) the applicable Program
Contract, and (iii) Plan rules, policies and procedures, including without limitation, those set forth in
the Provider Manual (collectively, for the purposes of this Section 2.1.1, the "Policies and
Procedures"). Provider shall comply fully with and abide by all Policies and Procedures established
by Plan, including without limitation, those pertaining to quality improvement, quality management,
utilization management (including without limitation, precertification or preauthorization
procedures, referral process or protocol, and reporting of clinical Encounter Data), Enrollee
grievances and credentialing. Plan shall provide any such Policy and Procedure to Provider at least
thirty (30) calendar days prior to the implementation date for such Policy and Procedure. Provider
agrees to be bound by and comply with all terms and conditions of the Program Contract applicable
to the provision of Ancillary Services by Provider as if Provider was a party to such Program
Contract. Program Contracts will be made available by Plan to Provider upon request. If there are
any inconsistencies between the terms of this Agreement and any Program Contract, the Program
Contract shall control over this Agreement.
2.1.2. Personnel to be Bound. Provider shall ensure that all Personnel shall be
bound, in writing, by any terms of this Agreement which are applicable to them, including where an
obligation is placed upon Provider by this Agreement but such obligation may be performed or could
be violated by Personnel.
2.1.3. Notice to Plan of Adverse Effects on Ability to Provide Services. Provider
shall notify Plan or, if appropriate, cause Personnel to notify Plan immediately, but in any event
within forty-eight (48) hours, of the occurrence of any of the following:
2.1.3.1. any act taken to restrict, suspend or revoke any license, registration or
certification held by Provider or any Personnel, or any disciplinary action initiated or taken against
Fidelis Care New YorkTM
3
THIS AGREEMENT IS SUBJECT TO THE APPROVAL
Standard Ancillary 6.2007
OF THE NEW YORK STATE DEPARTMENT OF HEALTH
BetterLivingNow.SASA.JC.12.23.2009

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Provider or any Personnel by a hospital, government agency or professional society, including
without limitation, exclusion by the Medicare or Medicaid programs or, if applicable, loss of
certification by such programs;
2.1.3.2. any event or situation that is required (under applicable laws or
regulations) to be reported to the New York State Department of Health, the Program, or other state
or federal agencies regulating Provider or Personnel;
2.1.3.3. any charge or conviction of a felony offense with respect to Provider;
and
2.1.3.4. any other situation which might adversely affect Provider's ability to
properly carry out its obligations under this Agreement including, if applicable to Provider, loss of
accreditation by the Joint Commission on Accreditation of Health Care Organizations ("JCAHO") or
any enforcement action that affects Provider's operating certificates.
2.2.
Standards for Provision of Services.
2.2.1. Non-Discriminatory Access and Treatment. Ancillary Services provided to
Enrollees by Provider and Personnel shall be performed in the same manner, on the same basis and
in accordance with the same standards offered to all of the other patients and clients of Provider, and
shall be available and accessible to all Enrollees. Neither Provider nor any Personnel shall
unlawfully, differentiate or discriminate in the treatment of Enrollees or in the quality of the Ancillary
Services delivered to Enrollees on the basis of race, color, religion, creed, gender, age, marital status,
veteran status, national origin, disability, sexual orientation, source of payment or type of illness or
condition. The parties to this Agreement also agree to comply with the applicable requirements of
the Americans with Disabilities Act. In addition, Provider shall, and shall require Personnel to,
protect Enrollee's rights as patients, including their rights to confidentiality regarding medical
information.
2.2.2. Traditional Relationships Maintained. Provider remains responsible for
ensuring that Ancillary Services provided to Enrollees hereunder by Provider and Personnel comply
with all applicable provisions of federal, state and local laws, rules and regulations, including
requirements for continuation of medical care and treatment of Enrollees after any termination or
expiration of this Agreement or the Program Contract. Nothing contained herein shall be construed
to place any limitations upon the responsibilities of Provider and Personnel under applicable laws
with respect to the medical care and treatment of patients. However, nothing in this Section 2.2.2
shall preclude consultation between the Medical Director and Provider or Personnel regarding the
manner of rendering care and services and other aspects of care and services, such as quantity and
quality.
2.2.3. Qualification of Personnel. Provider shall engage a sufficient number of duly
qualified Personnel SO that Ancillary Services are provided in a competent and timely manner.
Provider shall require all Personnel to be duly licensed, registered or certified in their field and to
practice in accordance with all applicable laws and regulations and all rules, regulations and bylaws
of Provider.
Fidelis Care New York TM
4
THIS AGREEMENT IS SUBJECT TO THE APPROVAL
Standard Ancillary 6.2007
OF THE NEW YORK STATE DEPARTMENT OF HEALTH
BetterLivingNow.SASA.JC.12.23.2009

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2.2.4. Credentialing. Provider shall determine the criteria for selection of Personnel,
which shall, at a minimum, be consistent with the credentialing policies of Plan, as set forth in the
Provider Manual, as such policies may be modified by Plan from time to time. At the request of Plan
from time to time and with reasonable notice, Provider shall provide to Plan such written verification
or other substantiation as requested by Plan that Personnel satisfy Plan's and, if applicable,
Provider's credentialing criteria. Provider shall provide to Plan a complete report, updated at least
every three (3) months, of all Personnel who are engaged in delivering Ancillary Services to
Enrollees. For all Personnel, such report shall state their name, profession, license number,
professional education, and DEA number if applicable, and professional liability insurance carrier
and policy limits. The foregoing provisions of this Section 2.2.4 shall not require the release or other
disclosure by any person of any records or other documents or information to the extent that such
release or other disclosure is prohibited by or otherwise contrary to any applicable law. Nothing in
this Section 2.2.4 is intended, nor shall be construed, to mean that Plan has delegated to Provider
Plan's responsibility or right to credential Personnel through Plan's credentialing process. Provider
and Plan understand and agree that all Personnel must be credentialed and approved by Plan prior to
rendering Ancillary Services to Enrollees.
2.3.
Verification of Referrals, Approvals and Coverage. Provider shall follow, and shall
require Personnel to follow, the procedures established by Plan for verification of referrals and
authorized admissions and other treatment of Enrollees and of individuals' respective entitlement to
receive services as Enrollees as set forth in the Provider Manual.
2.4.
Referrals. Provider shall make, and shall require Personnel, to make all referrals in
accordance with Plan's referral procedures. In the event that there is no appropriate Plan Provider for
a Health Care Service, Provider or Personnel shall contact the Medical Director for coordination of
provision of such Health Care Service. In an Emergency, Personnel may, within the permissible
scope of their professional practice, refer the Enrollee to the nearest hospital and shall notify Plan
that an Emergency referral was made as soon as possible, but no later than forty-eight (48) hours
thereafter.
2.5.
Enrollee Complaints and Grievance Procedures. Provider agrees to cooperate, and
shall require Personnel to cooperate, with Plan in resolving any Enrollee complaints or grievances
that may arise relating to the provision of Ancillary Services to Enrollees. Plan and Provider agree
that any complaints received by Plan or Provider with respect to the provision of Ancillary Services
shall be handled in accordance with Plan's complaint and grievance procedures as set forth in the
Provider Manual.
2.6.
Enrollees.
2.6.1. Enrollee Selection. Provider understands and agrees that Enrollees shall have
the right to freely select from among Plan Providers, including Provider and Personnel, in order to
obtain Health Care Services.
2.6.2. Acceptance of Enrollees. Provider understands and agrees that Provider will
accept all Enrollees who select, or are referred to, them for Ancillary Services. In the event that
Fidelis Care New YorkTM
5
THIS AGREEMENT IS SUBJECT TO THE APPROVAL
Standard Ancillary 6.2007
OF THE NEW YORK STATE DEPARTMENT OF HEALTH
BetterLivingNow.SASA.JC.12.23.2009

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Provider determines that it is unable to provide Ancillary Services to an Enrollee, Provider may
make a written request to Plan's Member Services Department stating the specific reason and
requesting that the applicable Enrollee be transferred to another Plan Provider and, if applicable, that
no additional Enrollees be referred to Provider or Personnel. Provider agrees that (i) the Enrollee's
needs and preferences shall be given significant weight in Plan's consideration of Provider's transfer
request, and (ii) Plan's determination of whether to transfer the Enrollee shall be final.
2.6.3. Transfer of Enrollees. Provider shall cooperate, and shall require Personnel to
cooperate, in the transfer in or out of any Enrollee making a change in Plan Provider, including
forwarding or receiving of such Enrollee's complete medical records. The cost of all copies of an
Enrollee's medical record made incident to such a transfer shall be borne by the Provider.
2.7.
JCAHO Survey Results. If applicable to Provider, Provider shall submit the results of
its JCAHO survey to Plan within one (1) week of the receipt thereof.
3.
Responsibilities of Plan
3.1.
Administrative and Other Services. Plan shall be ultimately responsible for all
administrative, management and making available, through Provider, Health Care Services all as
necessary to establish and operate a prepaid health services plan for Enrollees and persons receiving
Program benefits who seek to be Enrollees, including but not limited to the following:
3.1.1. Financial and Claims Payment Services. Plan shall provide all financial
services, which shall include, at a minimum, billing under the Program Contract, appropriate
financial reporting and, where applicable, claims payment to Provider.
3.1.2. Implementation of Quality Assurance and Utilization Review. Plan and
Provider acknowledge that Plan shall implement and have ultimate responsibility for the quality
assurance and utilization review programs as set forth in the Provider Manual.
3.1.3. Provider-Related Services. Plan shall be responsible for all provider relations
and orientation for Personnel, including provider relations meetings, consultations and other
programs.
3.1.4. Enrollee Services. Plan shall provide to or arrange for the provision to
Enrollees all services of Plan that are not Ancillary Services, including processing of complaints
and
grievances and preparation and dissemination of new Enrollee packets and other written materials
given to Enrollees to explain the Health Care Services provided or arranged for by Plan and the
procedures for receiving same.
3.2.
Medical Director(s). Plan shall provide the services of one (1) or more Physicians to
serve as Medical Director(s) for Plan, as necessary for the proper administration of Plan and general
coordination of Plan's medical care delivery system. The responsibilities of the Medical Director(s)
shall include: general coordination of Plan's medical care delivery system, appropriate professional
medical staffing of Plan, design and review of quality assurance protocols and utilization control
Fidelis Care New YorkTM
6
THIS AGREEMENT IS SUBJECT TO THE APPROVAL
Standard Ancillary 6.2007
OF THE NEW YORK STATE DEPARTMENT OF HEALTH
BetterLivingNow.SASA.JC.12.23.200

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procedures for Plan, and implementation of quality assurance and utilization management programs
and continuing education requirements as may be required for Plan Providers.
4.
Quality Assurance and Utilization Management
4.1.
Participation. Provider shall participate in and comply with, and require all Personnel
to participate in and comply with, the quality assurance program, implemented pursuant to Section
3.1.2 above, to promote the rendering of quality health care and quality service. Provider
understands that said quality assurance program shall include a peer review program with respect to
treatment of all Enrollees. Provider shall provide to Plan, and shall require all Personnel to provide
to Plan, all information identified by Plan and the New York State Department of Health necessary to
conduct quality assurance and utilization review or for New York State Quality Assurance Reporting
Requirements and HEDIS reporting. Provider also shall participate in and comply with, and shall
require all Personnel to participate in and comply with, the utilization review program, implemented
pursuant to Section 3.1.2 above, to review the provision of all Ancillary Services to Enrollees in
order to provide cost effective care to Enrollees. In addition, Provider shall, and shall cause
Personnel to, promote Plan's preventative medicine and health education programs for Enrollees.
4.2.
Provision of Information. Provider represents and warrants that the information
provided to Plan in connection with utilization review and quality assurance will be accurate and
complete at all times, and any material changes in such information shall be disclosed to Plan
without delay. Provider shall, at its sole cost and expense and to the extent permitted by law, furnish
and require all Personnel to furnish copies of such pertinent sections of an Enrollee's medical records
as may be required to implement said program. The foregoing provisions of this Section 4 shall not
require the release or other disclosure by any person of any records or other documents or
information to the extent that such release or other disclosure is prohibited by or otherwise contrary
to any applicable law.
5.
Financial Relationship
5.1.
Billing Responsibility.
5.1.1. Billing to Plan. Provider shall bill Plan for all Ancillary Services rendered to
Enrollees by Provider and Personnel pursuant to the terms of this Agreement, and shall not render or
permit any Personnel to render individual bills to Enrollees unless expressly approved in advance by
Plan.
5.1.2. Non-Covered Services. In the event that an Enrollee requires or requests a
service that is not covered or authorized by Plan, and such service is also not covered by the Program
through which Enrollee is entitled to receive services, Provider or Personnel must:
5.1.2.1. inform the Enrollee that the Enrollee will be personally responsible
for all fees related to the service and the estimated fee for the service. In the event that Provider or
Personnel has not been given a list of Health Care Services by Plan and/or Provider or Personnel is
uncertain as to whether a service is covered, Provider or Personnel shall contact Plan and obtain
a
Fidelis Care New YorkTM
7
THIS AGREEMENT IS SUBJECT TO THE APPROVAL
Standard Ancillary 6.2007
OF THE NEW YORK STATE DEPARTMENT OF HEALTH
BetterLivingNow.SASA.JC.12.23.2009

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coverage determination prior to advising an Enrollee as to coverage and liability for payment and
prior to providing the service;
5.1.2.2. obtain an executed acknowledgment of financial responsibility from
Enrollee or Enrollee's legal representative prior to the time such services are provided; and
5.1.2.3. obtain Plan's express prior approval.
Only if these steps have been taken shall Provider be entitled to bill the Enrollee and collect for such
services.
5.2.
Sole Compensation.
5.2.1. Provider shall accept, as full and complete payment for Ancillary Services
rendered to Enrollees, a payment in accordance with the rates, terms and conditions set forth in
Schedule 5.2. Provider hereby understands and agrees that the rates shall be established, and may
be modified from time to time, in the sole discretion of Plan.
5.2.2. Under no circumstances, including, but not limited to, non-payment by or
insolvency of Plan or breach of this Agreement, shall Provider (and Provider shall cause Provider's
Personnel or anyone carrying out any of Provider's obligations under this Agreement not to) bill,
charge, collect a deposit from, seek compensation, remuneration or reimbursement from, have any
recourse against, or make any other claim against an Enrollee or any other person (other than Plan)
acting on his or her behalf, for Ancillary Services rendered to an Enrollee pursuant to the applicable
Program Contract or Member Agreement and this Agreement, for the period covered by the paid
Enrollee premium. In addition, with respect to Enrollees covered under a Program Contract for
Medicaid managed care, Provider shall not, and shall cause Provider's Personnel not to, bill the
applicable County Department of Social Services or the New York State Department of Health for
Health Care Services as specified in the applicable Program Contract. This provision shall not
prohibit Provider or Personnel from collecting co-payments (if any) expressly permitted by Plan or
fees for uncovered services provided on a fee-for-service basis as set forth in Section 5.1 above.
Provider and Plan acknowledge and agree, and Provider shall cause Provider's Personnel to
acknowledge and agree, that Enrollees under Plan's Medicaid managed care program, and Plan's
Child Health Plus program, are not subject to any co-payments.
5.2.3. Provider further agrees, and shall cause Provider's Personnel to agree, that (i)
this Section shall survive the termination or expiration of this Agreement regardless of the cause
giving rise to said termination and shall be construed for the benefit of the Enrollee, (ii) this Section
supersedes any oral or written agreement to the contrary now existing or hereinafter entered into
between Provider and any Enrollee or any person acting on Enrollee's behalf, and (iii) Provider shall,
at Plan's reasonable request, require any Personnel providing Ancillary Services to Enrollees to agree
to the terms of this paragraph in writing.
5.3.
Timing of Payment. Payment for services rendered shall be made within forty-five
(45) calendar days of receipt by Plan of a Clean Claim. All payments will be made in accordance
with the requirements of Section 3224-a of the New York State Insurance Law. Plan shall only be
Fidelis Care New YorkTM
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Standard Ancillary 6.2007
OF THE NEW YORK STATE DEPARTMENT OF HEALTH
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responsible for payment to Provider of Clean Claims received within ninety (90) calendar days of
service, unless such claims have been subject to recovery through coordination of benefits. If
adjustments in the payment are required for any reason, they shall be made in due course during
subsequent regular payment cycles. All payments to Provider shall be subject to coordination of
benefits and other non-duplication of payments rules. Provider shall have: (i) sixty (60) calendar
days from the date of any final payment determination to request a review of such payment
determination pursuant to the dispute resolution process set forth in the Provider Manual, or (ii) if
such payment determination was based upon criteria pursuant to Article 49 of the Public Health Law,
forty-five (45) calendar days in which to appeal such payment determination pursuant to the dispute
resolution process set forth in the Provider Manual. Provider agrees to submit claims for services
rendered to enrollees electronically through a medium designated by the Plan.
5.4.
Fee Disputes. Provider agrees, and shall cause Provider's Personnel to agree, that in
the event of any fee dispute, the decision of Plan shall be final, subject to Plan's dispute resolution
process set forth in the Provider Manual and the arbitration provisions of Section 11.6 of this
Agreement, which arbitration determination is binding upon Plan and Provider. Provider agrees and
acknowledges that, and shall cause Provider's Personnel to agree and acknowledge that,
notwithstanding any payment decision made by Plan or Plan's Medical Director, Provider and
Personnel remain solely responsible for all professional and medical judgments made pursuant to this
Agreement.
5.5.
Coordination of Benefits. Provider shall, and shall cause Provider's Personnel to,
cooperate with Plan in the coordination of benefits between Plan and third party insurers where
applicable to any Enrollee. Provider shall maintain, and shall require Personnel to maintain,
adequate records reflecting collection of any coordination of benefits proceeds by Provider or
Personnel regarding Enrollees, and the amounts thereof. Provider shall, and shall cause Provider's
Personnel to, make records regarding collections of coordination of benefits proceeds available to
Plan and any appropriate federal, state, county, or city regulatory agency, and shall, upon request,
provide copies of said records to any appropriate federal, state, county, or city regulatory agency
without charge. This paragraph shall survive the termination of this Agreement.
6.
Adherence to Ethical and Religious Directives
Nothing contained in this Agreement shall require or cause Plan to pay, reimburse, arrange or
provide any service or participate in any activity which is not in accordance with the Ethical and
Religious Directives for Catholic Healthcare Services issued by the United States Catholic
Conference, available for review upon request to Provider, as interpreted by the Bishop of the
Diocese in which Provider renders services to Enrollees.
7.
Records and Reports
7.1.
Maintenance of Medical Records. Provider shall maintain, and shall require
Personnel to maintain, medical records pursuant to established Plan standards for the maintenance of
medical records relating to the provision of Ancillary Services to Enrollees, including without
limitation, in such form and containing such information as are reasonably required by Plan,
considering the relevant requirements of federal, state and local law and JCAHO, if applicable. As
Fidelis Care New YorkTM
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THIS AGREEMENT IS SUBJECT TO THE APPROVAL
Standard Ancillary 6.2007
OF THE NEW YORK STATE DEPARTMENT OF HEALTH
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necessary, Provider shall forward, and shall require Personnel to forward, to Plan, in a prompt
manner, any clinical information pertaining to Enrollees. Provider shall maintain, and shall require
all Personnel to maintain, all medical records relating to Enrollees for the greater of six (6) years, six
(6) years from age of majority or the length of time physicians or other providers, as the case may be,
are required to maintain patient records under applicable New York law, which obligations shall
survive any termination or expiration of this Agreement.
7.2.
Confidentiality and Access.
7.2.1. Confidentiality. The parties agree, and Provider shall cause Personnel to
agree, that all Enrollees' medical records shall be treated as confidential SO as to comply with all
federal and state laws and the applicable Program Contract regarding the confidentiality of medical
records. Provider shall, or shall cause Personnel to, obtain consent for disclosure of medical records
to Plan and applicable state and federal monitoring and oversight agencies from Enrollees upon each
Enrollee's initial visit, where reasonably feasible, but in any event prior to disclosure of such
information if required by applicable law.
7.2.2. Access to Provider Records. Unless expressly prohibited by law regarding
confidentiality or otherwise, Provider shall permit, and shall require Personnel to permit: (i) Plan
and/or appropriate federal, state, county and city regulatory agencies to have access to or to receive
copies of to Enrollees' medical records and encounter data; and (ii) upon request, an appropriate
federal, state, county or city regulatory agency to receive copies at no charge of any accounting,
administrative, and medical records maintained by Provider, or by Personnel, to the extent such
records pertain to Plan, Enrollees and/or Provider's participation in this Agreement. Provider
acknowledges and agrees that Provider shall also provide, or shall cause Personnel to provide, to
Plan or any applicable federal, state, county or city regulatory agency, upon request, all financial data
and reports and information concerning the appropriateness and quality of services provided to
Enrollees, to the extent authorized by law. Additionally, where Enrollee medical records, encounter
data or any financial information pertain to services provided pursuant to Medicaid, Provider shall,
or shall cause Personnel to, disclose the nature and extent of services provided and shall furnish such
records to the New York State Department of Health, the United States Department of Health and
Human Services, the applicable County Department of Social Services, the Comptroller of the State
of New York, the New York State Attorney General and the Comptroller General of the United
States and their authorized representatives upon request. Provider and Personnel may not charge for
the costs of any such copies or information.
7.2.3. Access to Plan Records. Plan shall permit Provider to have access to and,
upon request, to inspect and copy at reasonable times any records maintained by Plan related to the
provision of Ancillary Services to Enrollees or the compensation of Provider under this Agreement.
7.2.4. Notification of Request for Records. Provider shall notify, and shall require
all Personnel to notify, Plan of the receipt of any request by any attorneys, courts of law or
administrative bodies for information relating to the provision of Ancillary Services to Enrollees.
Plan shall notify Provider of the receipt of any request by any attorneys, courts of law or
administrative bodies for information relating to the provision of Ancillary Services to Enrollees.
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7.2.5. Survival. The obligations set forth in this Section 7.2 shall survive any
termination or expiration of this Agreement.
7.3.
Financial and Operating Records and Reports. Provider shall provide such medical,
financial, and administrative information to Plan, or its authorized representatives, as may be
necessary for compliance by Plan with the Program Contract and federal or state law, rules or
regulations. The information referred to in the preceding sentence shall include all financial,
enrollment, budget, operating, utilization and other information, as well as estimates and projections
that may be necessary for reports or information required or requested by the State of New York or
other governmental regulations or that may be necessary for billing or desirable for establishing rates
of payment under any Program Contract. Provider shall, and shall require all Personnel to, maintain
its financial records concerning Ancillary Services rendered under this Agreement for the greater of
six (6) years or the length of time required by federal or state law. The obligations set forth in this
Section 7.3 shall survive any termination or expiration of this Agreement.
8.
Term and Termination
8.1.
Term of Agreement. This Agreement shall commence on the date first set forth above
(the "Effective Date"). Subject to earlier expiration or termination as provided in Sections 8.2 and
8.3 below, this Agreement shall continue in effect for a period of one (1) year from the Effective
Date and shall thereafter, subject to all required government approvals under the Program Contract
and any other required government approvals, shall be renewed automatically for successive one (1)
year periods.
8.2.
Non-Renewal. This Agreement may expire upon any anniversary of the Effective
Date; provided that the party desiring not to renew this Agreement provides the other party with at
least sixty (60) calendar days prior written notice of its intent not to renew.
8.3.
Termination of Agreement. Notwithstanding the foregoing, this Agreement may be
terminated as follows:
8.3.1. Termination by Mutual Consent. This Agreement may be terminated at any
time by mutual written consent of the parties.
8.3.2. Termination by Plan.
8.3.2.1. Provider. With respect to Provider, Plan may terminate this
Agreement: (i) upon the material default or breach by Provider of one or more of its obligations
hereunder if such default is not cured within sixty (60) calendar days after receiving notice of
termination due to material breach; (ii) if any Program Contract terminates; (iii) Provider's loss of its
legal status under New York law; (iv) if applicable to Provider, Provider's loss of its operating
certificate under Article 28 of the New York Public Health Law, loss of its accreditation by JCAHO
or its certification under the Medicare or Medicaid programs; (v) Plan's determination, in its sole
discretion, that Provider's continued provision of Ancillary Services under this Agreement creates an
imminent harm to Enrollees; or (vi) Provider's exclusion from the Medicare or Medicaid programs.
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8.3.2.2. Personnel. With respect to Personnel licensed according to Title 8 of
the New York State Education Law, subject to the due process rights created by Section 4406-d of
the New York Public Health Law, Provider shall, at Plan's request, terminate the provision of
Ancillary Services to Plan Enrollees by any Personnel upon the default or breach by such Personnel
of a material breach of one or more of his or her obligations pursuant to this Agreement or exclusion
from the Medicare or Medicaid programs and Provider shall give such Personnel such prior written
notice of such termination as Plan would be required to provide if Plan contracted directly with such
Personnel.
8.3.3. Termination by Provider. Provider shall have the right to terminate this
Agreement immediately upon notice in the event that Plan ceases to be duly licensed under
applicable New York law or fails to maintain any of the insurance coverages required by Section 9.1.
8.3.4. Termination for Bankruptcy. Either party shall have the right to terminate this
Agreement in the event that the other party applies for or consents to the appointment of a liquidator
of itself or of all or a substantial part of its assets, or if a judgment or decree shall be entered by a
court of competent jurisdiction, on the application of a creditor, adjudicating said other party a
bankrupt or insolvent or approving a petition seeking reorganization of said other party or of all or a
substantial part of its assets and that judgment or decree continues unstayed and in effect for any
period of thirty (30) calendar days.
8.3.5. Effective Date of Termination. Unless otherwise provided by statute or
regulation, the effective date of termination shall be sixty (60) calendar days following receipt of
notice of termination by the applicable party; provided that, (i) Plan may effect such termination of
Provider or require Provider to effect the termination of the provision of Ancillary Services to
Enrollees by such Personnel upon less than sixty (60) calendar days prior written notice if Plan
demonstrates to the satisfaction of the New York State Department of Health that circumstances
have arisen that justify immediate termination, and (ii) with respect to Personnel licensed according
to Title 8 of the New York State Education Law, Provider shall immediately terminate any Personnel
due to: (a) a final disciplinary action by a state licensing board or other governmental agency that
impairs such Personnel's ability to practice; (b) a determination of fraud involving such Personnel; or
(c) Plan's determination, in its sole discretion, that such Personnel's continued provision of Ancillary
Services under this Agreement creates an imminent harm to Enrollees. Plan shall notify the New
York State Department of Health of any termination of an institutional Plan Provider.
8.4.
Effect of Termination or Expiration. As of the date of termination or expiration of
this Agreement in accordance with this Section 8, this Agreement shall be considered of no further
force or effect whatsoever, and each of the parties shall be relieved and discharged from its
respective rights and obligations hereunder, except as otherwise specifically provided herein and
except that:
8.4.1. The parties' rights and obligations under Sections 5.2, 5.5, 7.1, 7.2, and 7.3
above and 8.4.4, 8.4.5 and 9.2 below (regarding recourse for compensation, coordination of benefits,
records, confidentiality and access, financial and operating records and reports, continuation of
services and insurance, respectively) of this Agreement shall not be extinguished but shall continue
in effect for the time periods stated therein;
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8.4.2. Any or either party's rights to receive its respective payments for claims for
Ancillary Services (under Article 5 above) and any sums that were earned, or due and owing, as the
case may be, prior to termination or expiration of this Agreement shall continue in effect;
8.4.3. Provider and Personnel shall not be released from their obligation not to seek
any payment from Enrollees for Ancillary Services provided prior to termination or expiration of this
Agreement; and
8.4.4. Provider shall be obligated and shall cause Personnel to be obligated to
(a) continue to render Ancillary Services to Enrollees in accordance with the terms of this Agreement
(including compensation) for the longer of the period required by the applicable Program Contract or
ninety (90) calendar days from the date Plan has knowledge of Provider's disaffiliation from Plan,
provided that at all times after termination or expiration, Plan shall use all reasonable efforts to cause
Enrollees (without discrimination based on health or otherwise) to be transferred to other Plan
Providers or other providers designated by Plan; and (b) cooperate fully in notification of Enrollees
as to the termination or expiration and in effecting a smooth transition of Enrollees to other Plan
Providers or other providers designated by Plan including forwarding, at Provider's expense, medical
expense and copies of other patient records to Plan and/or such other Plan Providers or providers
designated by Plan. Provider acknowledges that in accordance with the applicable Program
Contract, Provider may be required to continue to provide Ancillary Services under this Agreement
with respect to Enrollees until the expiration or other termination of said Program Contract, subject,
however, to the foregoing provisions of this Section 8.4.4; and
8.4.5. Notwithstanding Provider's obligations in Section 8.4.4 above, Provider shall,
in addition, complete or cause Personnel to complete, any course of treatment to any individual
Enrollee, in accordance with the terms of this Agreement (including compensation), for whom
treatment was ongoing on the date of termination or expiration for a transitional period up to ninety
(90) calendar days from the date the Enrollee is notified of the termination, or, if the Enrollee is a
woman in her second trimester of pregnancy on the date of termination or expiration, for a
transitional period that includes the provision of post-partum care directly related to the delivery.
For Enrollees confined to an inpatient facility, Provider shall also complete, or cause Personnel to
complete, any course of treatment in progress until a medically appropriate discharge or transfer is
made, or completion of the course of treatment is made, whichever first occurs, provided that the
confinement or course of treatment was commenced during the paid premium period. Provider
acknowledges that it shall continue to provide or arrange for treatment during these transitional
periods even when this Agreement terminates due to Plan's insolvency. Provider and Plan
understand and acknowledge that any decision to continue treatment with Provider shall be made by
the applicable Enrollee during the applicable transitional period.
8.4.6. Upon termination or expiration of this Agreement for any reason, Provider
must return to Plan all proprietary information supplied by Plan to Provider.
8.4.7. Provider and plan understand and acknowledge, if required by applicable law,
that Plan will report any termination of this Agreement to the New York State Department of Health
and the United States Department of Health and Human Services.
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8.5.
Effect of Interruptions. In the event the provision of Ancillary Services to Enrollees is
interrupted or substantially disrupted due to causes beyond the control of Provider, including but not
limited to a major disaster, the complete or substantial destruction of Provider or Provider's facilities,
acts of God or actions by any governmental authority, war, fire, earthquake, tornado, freight
embargoes, flood, epidemic, quarantine restrictions, labor disturbances including slow-down strikes
and lock-outs, or any other similar causes, Provider shall use its best efforts to arrange, in
consultation with Plan and through whatever alternative means as are necessary, and shall remain
responsible for the provision of any such interrupted or disrupted Ancillary Services; provided,
however, that nothing contained herein shall be construed to limit or reduce the obligation of
Provider not to seek payments from Enrollees for Ancillary Services provided to such Enrollees.
9.
Insurance and Indemnification
9.1.
Plan Insurance. Plan, at its sole cost and expense, shall maintain comprehensive
general liability insurance with limits not less than $1 million per occurrence and $2 million in the
aggregate and other coverages it deems appropriate with a limit not less than $10 million in the
aggregate. Such insurance shall be obtained from a commercial insurance carrier admitted to do
business in the State of New York or from a duly established and funded self- or pooled- insurance
program. Plan shall, upon request, provide Provider with proof of insurance coverage.
9.2.
Provider Insurance. Provider shall maintain (or cause to be in effect) comprehensive
general liability insurance with limits not less than $1 million per occurrence and $3 million in the
aggregate and professional liability insurance covering (i) itself, at its sole expense, with limits not
less than $1.3 million per occurrence and $3.9 million in the aggregate; and (ii) each member of its
Personnel at limits of not less than $1.3 million per occurrence and $3.9 million in the aggregate.
Such insurance shall be obtained from a commercial insurance carrier admitted to do business in the
State of New York or from a duly established and funded self- or pooled-insurance program. The
professional liability insurance coverage for Personnel shall be on an occurrence basis or if on a
"claims made" basis shall include appropriate tail coverage. Provider shall cause each insurance
carrier providing such coverage to give to Plan at least thirty (30) calendar days prior written notice
of any material modification, reduction or termination of such coverage. If Provider or Personnel are
self-insured, it shall maintain its reserves at least at the minimum levels actuarially determined to be
necessary for satisfactory coverage. Provider shall, and shall cause Personnel, upon request, provide
Plan with proof of insurance coverage.
9.3.
Indemnification. The parties agree to indemnify and hold each other, their agents and
employees harmless from any and all loss, damage, injury, causes of action or liability, including
court costs and reasonable legal fees, that are caused by or arise out of any act or omission by such
party, its directors, officers, employees or agents in connection with this Agreement. This provision
shall not be deemed to transfer any liability for Plan's own acts and omissions to Provider.
10.
Use of Names
Provider agrees, and shall cause Personnel to agree, that Plan may use Provider's and/or
Personnel's identifying information in a roster of Plan Providers for purposes of marketing Plan.
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Plan agrees that Provider may use Plan's name in a listing of plans in which Provider participates.
Provider shall not, and shall cause Personnel not to, use the identifying information provided by Plan
in any advertising, marketing, enrollment or other promotional material without the prior written
approval of Plan. In no event shall Provider or Personnel alter any trademark or service mark of
Plan. Provider agrees, and shall cause Personnel to agree, to follow Plan's instructions in order to
protect Plan's trademarks or service marks.
11.
Miscellaneous
11.1. Notices. Any notice required or permitted to be given pursuant to the terms and
provisions of this Agreement shall be in writing and shall be deemed given (i) when delivered, if
delivered in person, (ii) four (4) calendar days after being mailed by certified or registered mail,
postage prepaid, return receipt requested, or (iii) one (1) business day after being sent by receipted
overnight courier to the parties, their successors in interest or their assignees at the addresses which
appear on the signature page hereto, or at such other addresses as the parties may designate by
written notice in the manner aforesaid.
11.2. Assignability and Parties in Interest. This Agreement and the rights and obligations
hereunder shall not be assigned, delegated or otherwise transferred by Provider without the prior
written consent of Plan. Plan may assign, delegate or otherwise transfer its rights and obligations
hereunder and shall provide written notice of such assignment to Provider. This Agreement shall
inure to the benefit of and be binding upon the parties hereto and their respective successors and
permitted assigns. The parties acknowledge that any such assignment, delegation or transfer may
require the notification and prior approval of the New York State Department of Health.
11.3. Relationship of the Parties. None of the provisions of this Agreement are intended to
create, and none shall be deemed or construed to create, any relationship between Plan and Provider
other than that of independent entities contracting with each other hereunder solely for the purpose of
effecting the provisions of the Agreement. Neither the parties hereto 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.
11.4.
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.
11.5. 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.
11.6.
Arbitration. Any disputes arising out of this Agreement shall be resolved, in the first
instance, exclusively through the grievance process for Providers as set forth in the Provider Manual.
Any appeals permitted by such grievance process, including claimed defects in the grievance process
itself, shall be determined exclusively by binding arbitration before a single arbitrator selected and
serving under the arbitration rules of the American Health Lawyers Association (AHLA) Alternative
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Dispute Resolution Service. Any such arbitration shall be held in the county in New York in which
Provider maintains its principal place of business, unless special evidentiary circumstances (as
determined by the arbitrator) require another venue. Such arbitration shall be the exclusive remedy
hereunder. The decision of the arbitrator may, but need not, be entered as judgment in any
appropriate jurisdiction in accordance with the provisions of the laws thereof, the parties hereby
submitting (subject to lawful service of papers) to the jurisdiction of such courts. Copies of all
requests for arbitration and any arbitrator's decision shall be given to the Commissioner of Health of
the State of New York who shall not be bound by any such arbitrator's decision.
11.7. 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.
11.8. Modifications, Amendments and Waivers. Except as otherwise noted in this
Agreement, mutual written agreement signed by the parties shall be required for the following
actions, which may be taken at any time prior to the termination or expiration of this Agreement: (a)
extending the time for the performance of any of the obligations or other acts of the parties hereto;
(b) waiving compliance with any of the covenants contained in this Agreement; and (c) amending or
supplementing any of the provisions of this Agreement. Notwithstanding the foregoing, Provider
acknowledges that Plan may amend this Agreement immediately upon written notice in order to
implement changes required or requested by appropriate state or federal regulatory agencies. Any
material waiver, modification or amendment of this Agreement shall require the prior approval of the
Commissioner of the New York State Department of Health and shall be submitted to the
Commissioner at least thirty (30) calendar days in advance of the anticipated date of execution.
11.9. No Third Party Beneficiaries. Except as specifically provided in Section 5.2, the
parties agree that they do not intend to create any enforceable rights in any third parties under this
Agreement and that there are no third party beneficiaries to this Agreement.
11.10. Entire Agreement. This Agreement and the Schedules and Exhibits hereto contain the
entire Agreement between the parties hereto with respect to the transactions contemplated herein and
shall supersede all previous oral and written and all contemporaneous oral negotiations,
commitments and understandings relating thereto.
11.11. Compliance with Applicable Law. Plan and Provider shall, and Provider shall cause
Personnel to, comply with all applicable federal, state and local laws, statutes, ordinances, orders and
regulations relevant to the conduct of Plan's and Provider's activities. Notwithstanding any other
provision of this Agreement, the parties shall comply with the provision of the Managed Care
Reform Act of 1996 (Chapter 705 of the Laws of 1996), and all amendments thereto. Plan and
Provider agree to comply with the rules applicable to Physician Incentive Plan ("PIP") regulations
contained in 42 CFR 417.479 and 42 CFR 434.70 and all requirements related to these regulations
are incorporated into this Agreement as if fully set forth herein. The parties further agree that no
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payment will be made, directly or indirectly, pursuant to this Agreement, as an inducement to reduce
or limit medically necessary services furnished to Enrollees.
11.12. Regulatory Approvals. Plan shall use its best efforts to obtain any regulatory
approvals that may be required of this Agreement. The New York State Department of Health
"Standard Clauses" for HMO and IPA Provider Contracts, attached to this Agreement as Appendix
A, are expressly incorporated into this Agreement and are binding upon the parties to this
Agreement. 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 appendix amendments and exhibits, the
provisions of the "Standard Clauses" shall prevail. Plan and Provider acknowledge that this
Agreement is subject to 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
effective sixty (60) calendar days after such notice, subject to New York State Public Health Law
Section 4403(6)(e), if SO directed by the Department of Health. In the event any such approval is
denied, or is conditioned upon certain changes hereto, Plan may revise this Agreement to the extent
necessary to obtain regulatory approval, subject to Provider's termination rights herein.
12.
Medicare Advantage
12.1. With respect to the Medicare Advantage Program the following clauses shall apply:
12.1.1. Plan and Provider and any contractor, subcontractor, or its transferee that
provide any services under this Agreement, agree to provide the Center for Medicare and Medicaid
Services (CMS), or its designees, the right to audit or evaluate, through inspection or otherwise, any
and all books, contracts, medical records, patient care documentation, facilities, and equipment.
12.1.2. Plan and Provider, as well as all contractors and subcontractors of Provider,
agree to maintain for a minimum of ten (10) years records relating to Medicare Enrollees, books,
other records, documents and other evidence of accounting procedures and practices, physical
facilities and equipment, and any additional relevant information CMS may require.
12.1.3. Plan and Provider, as well as all subcontractors of Provider, agree to abide by
all Federal and State laws regarding confidentiality and disclosure of Medicare Enrollee medical
records, or other Medicare Enrollee health and enrollment information.
12.1.4. Under no circumstances (including, but not limited to, non-payment by or
insolvency of Plan) shall Provider, Provider's Personnel, or any subcontractor carrying out
Provider's obligations under this Agreement, bill, charge, collect a deposit from, seek compensation,
remuneration or reimbursement from, have any recourse against, or make any other claim against a
Medicare Enrollee, except for deductibles and/or co-payments (if any) expressly permitted by Plan.
Provider further agrees that this section shall survive termination of this Agreement regardless of the
cause giving rise to said termination.
12.1.5. Provider, as well as any Provider subcontractors carrying out Providers
obligations under this Agreement, shall be obligated to continue and complete any course of
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treatment to any individual Medicare Enrollee hospitalized on the date the CMS contract ends,
through the date of discharge. Provider acknowledges that it will continue and complete any course
of treatment for a hospitalized Medicare Enrollee even in the event of the Plan's insolvency, through
the date of discharge.
12.1.6. Plan and Provider, as well as all subcontractors of Provider, shall comply with
the applicable Medicare laws and regulations.
12.1.7. Plan shall oversee and be accountable to CMS for all required CMS contract
functions and responsibilities.
12.1.8. Plan and Provider agree that this Program will not be effective until all
necessary approvals, including but not limited to all State and Federal regulatory approvals, have
been received.
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IN WITNESS WHEREOF, Plan and Provider have executed this Agreement as of the day
of the year first above written.
BETTER LIVING NOW, INC.
NEW YORK STATE CATHOLIC HEALTH
Provider (Please Print)
PLAN, INC. d/b/a Fidelis Care New York
95-25 Queens Boulevard
Rego Park, New York 11374
185 oser Ave
By: David P. Thomas
Address
Hauppauge
NY 11788
Its: Senior Vice President & Chief Administrative Officer
City, State, Zip Code
Entity Tax ID#: 13-3683081
Date:
1/26/10
Entity
NPI#: 109 3711 996
WOR
Signature:
Name: DaniEL S. POPE
(Please Print)
Title: PRESIDENT/CEO
Date:
1/11/2010
Signature: QUAD
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SCHEDULE 1.1
ANCILLARY SERVICES
Provider will provide to Enrollees, pursuant to the terms and conditions of this Agreement and
the applicable Program Contract, the following Ancillary Services:
DME
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SCHEDULE 1.14
IDENTIFICATION OF THE PROGRAMS AND PROGRAM CONTRACTS
Program:
Medicaid Managed Care program.
Program Contract: The contract for the provision of Medicaid managed care services entered
into by and between New York State Catholic Health Plan, Inc., the
and the New York State Department of Health, including all
attachments thereto.
Program:
Child Health Plus program.
Program Contract: The contract for the provision of managed care services under the New York
State Child Health Plus program entered into by and between New York State
Catholic Health Plan, Inc., and the New York State Department of Health
including all attachments thereto.
Program:
Family Health Plus program.
Program Contract: The contract for the provision of managed care services under the New York
State Family Health Plus program entered into by and between New York
State Catholic Health Plan, Inc., and the New York State Department of
Health including all attachments thereto.
Program :
Medicare Advantage program.
Program Contract: The contract for the provision of Medicare Advantage services entered into
by and between New York State Catholic Health Plan, Inc., and Center for
Medicare and Medicaid Services, including all attachments thereto.
Plan may amend this schedule to include additional Programs from time to time. Provider agrees that
Provider will participate in all new Programs for which Provider is qualified as determined by Plan.
Provider's participation in any new Program will be effective upon thirty (30) calendar days notice of
Plan's amendment of this Schedule 1.14.
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SCHEDULE 5.2
ANCILLARY SERVICES REIMBURSEMENT
Programs: Medicaid Managed Care, Child Health Plus & Family Health Plus Rates
Ancillary Services will be reimbursed at 80% of the prevailing Medicaid fee schedule existing at the
time the applicable service was rendered. Provider agrees to update Plan on an annual basis of any
changes to its published Medicaid rates as soon as such changes are available, via certified or
registered mail. The effective date to be the date notification received from Provider.
Program: Medicare Advantage:
Ancillary Services will be reimbursed at 95% of the prevailing Medicare RBRVS fee schedule
existing at the time the applicable service was rendered. Provider agrees to use best efforts to submit
claims for services rendered to enrollees electronically through a medium designated by the Plan.
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APPENDIX A
NEW YORK STATE DEPARTMENT OF HEALTH
STANDARD CLAUSES
FOR MANAGED CARE PROVIDER/IPA CONTRACTS
(Revised 1/1/07)
Notwithstanding any other provision of this agreement, contract, or amendment (hereinafter
"the Agreement" or "this Agreement") the parties agree to be bound by the following clauses which
are hereby made a part of the Agreement. Further, if this Agreement is between a Managed Care
Organization and an IPA, or between an IPA and an IPA, such clauses must be included in IPA
contracts with providers, and providers must agree to such clauses.
A.
DEFINITIONS FOR PURPOSES OF THIS 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 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 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). 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 30
days, or ninety (90) days if the amendment adds or materially changes a risk sharing
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arrangement that is subject to Department of Health review, in advance of anticipated
execution. To the extent the MCO provides and arranges for the provision of comprehensive
health care services to enrollees served by the Medical Assistance Program, the MCO shall
notify and/or submit a copy of such material amendment to DOH or New York City, as may
be required by the Medicaid managed care contract between the MCO and DOH (or New
York City) and/or the Family Health Plus contract between the MCO and DOH.
3.
Assignment of an agreement between an MCO and (1) an IPA, (2) institutional network
provider, or (3) 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 (1) an
institutional provider or (2) 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 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 (a) has established or will
establish to meet general or specific obligations placed on the MCO by statute, regulation, or
DOH or SID guidelines or policies and (b) has provided to the provider at least thirty (30)
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, or between an IPA and
an IPA, the IPA 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 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.
7.
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.
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) and
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Chapter 551 of the Laws of 2006, and all amendments thereto.
9.
To the extent the MCO enrolls individuals covered by the Medical Assistance and/or Family
Health Plus programs, this Agreement incorporates the pertinent MCO obligations under the
Medicaid managed care contract between MCO and DOH (or New York City) and/or the
Family Health Plus contract between the MCO and DOH as if set forth fully herein,
including:
a) The MCO will monitor the performance of the Provider or IPA under the Agreement,
and will terminate the Agreement and/or impose other sanctions, if the Provider's or
IPA's performance does not satisfy standards set forth in the Medicaid managed care
and/or Family Health Plus contracts;
b) The Provider or IPA 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 (or between the MCO and New York City) and/or the Family Health Plus
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's performance; and
c) The Provider or IPA agrees to be bound by the confidentiality requirements set forth
in the Medicaid managed care contract between the MCO and DOH (or between the
MCO and New York City) and/or the Family Health Plus contract between the MCO
and DOH.
d) The MCO and the Provider or IPA agree that a woman's enrollment in the MCO's
Medicaid managed care or Family Health Plus product is sufficient to provide
services to her newborn, unless the newborn is excluded from enrollment in
Medicaid managed care or the MCO does not offer a Medicaid managed care product
in the mother's county of fiscal responsibility.
e) The MCO shall not impose obligations and duties on the Provider or IPA that are
inconsistent with the Medicaid managed care and/or Family Health Plus contracts, or
that impair any rights accorded to DOH, the local Department of Social Services, or
the United States Department of Health and Human Services.
10.
The parties to this Agreement agree to comply with all applicable requirements of the Federal
Americans with Disabilities Act.
11.
The provider agrees, if the 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 with
the
HIV confidentiality requirements of Article 27-F of the Public Health Law.
C.
PAYMENT; RISK ARRANGEMENTS
1.
Enrollee Non-liability. Provider agrees that in no event, including, but not limited to,
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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 a subscriber, an enrollee
or person (other than the MCO or IPA) acting on his/her/their behalf, for services provided
pursuant to the subscriber contract or Medicaid Managed Care contract, or Family Health
Plus 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, he/she/it will not bill the New York State Department of
Health 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 New York State
Department of Health. In the case of Family Health Plus, provider agrees that, during the
time an enrollee is enrolled in the MCO, he/she/it will not bill the New York State
Department of Health for Covered Services within the Family Health Plus Benefit Package,
as set forth in the Agreement between the MCO and the New York State Department of
Health. This provision shall not prohibit the provider, unless the MCO is a managed long
term care plan designated as a Program of All-Inclusive Care for the Elderly (PACE), from
collecting copayments, coinsurance amounts, or permitted deductibles, as specifically
provided in the evidence of coverage, or fees for uncovered services delivered on a fee-for-
service basis to a covered person provided that provider shall have advised the enrollee in
writing that the service is uncovered and of the enrollee's liability therefor 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,
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 or Family 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.
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, 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.
D.
RECORDS; ACCESS
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1.
Pursuant to appropriate consent/authorization by the enrollee, the provider will make
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, provider claims
processing and payment. 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.
When such records pertain to Medicaid or Family Health Plus reimbursable services the
provider agrees to disclose the nature and extent of the 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 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 (6) years after the
date of service, and in the case of a minor, for three (3) years after majority or six (6) years
after the date of service, whichever is later, or for such longer period as specified elsewhere
within this Agreement. This provision shall survive the termination of this Agreement
regardless of the reason.
4.
The MCO and the provider agree that the MCO will obtain consent directly from enrollees at
the time of enrollment or at the earliest opportunity, or that the provider will obtain consent
from enrollees at the time that service is rendered or at the earliest opportunity, for disclosure
of medical records to the MCO, to an IPA or to third parties. If the 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 the Agreement is between an IPA and
a provider, the provider agrees to obtain consent from the enrollee if the enrollee has not
previously signed a 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. 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
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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 60 days notice of its decision not to
renew this Agreement.
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
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 continue, until medically
appropriate discharge or transfer, or completion of a course of treatment, whichever occurs
first, to provide services pursuant to the subscriber contract, Medicaid Managed Care
contract, or Family Health Plus 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, to the extent that the provider is providing
health care services to enrollees under the Medicaid Program and/or Family Health Plus, the
MCO or IPA 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 agrees to require all participating providers of its network to assist in the orderly transfer
of enrollees to another provider.
F.
ARBITRATION
1.
To the extent that arbitration or alternative disputé 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.
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G.
IPA-SPECIFIC PROVISION
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.
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ECEIVE
JAN 22 2010
By