query-orchestration/assets/sampleOne/cnc_50-16.txt

Document Index
PARTICIPATING PROVIDER AGREEMENT   1
ARTICLE I - SCDHHS MEDICAID REQUIREMENTS   1
1   1SOUTH CAROLINA DEPARTMENT OF HEALTH AND HUMAN SERVICES REQUIRED   1SUBCONTRACT BOILERPLATE   1
1.1   1DEFINITIONS   1
2   3ADMINISTRATIVE REQUIREMENTS   3
3   4HOLD HARMLESS   4
1.4   5LAWS   5
1.5   6AUDIT, RECORDS AND OVERSIGHT   6
1.7   8BILLING A MEDICAID MANAGED CARE MEMBER   8
2.   9PROVIDER SUBCONTRACTOR BOILERPLATE   9
2.1   9HEALTHCARE SERVICES   9
2.2   11PAYMENT   11
ARTICLE II - DEFINITIONS   11
ARTICLE) IV - CLAIMS SUBMISSION, PROCESSING, AND COMPENSATION   16
ARTICLE V - RECORDS AND INSPECTIONS   17
ARTICLE INSURANCE AND INDEMNIFICATION   17
ARTICLE VII - DISPUTE RESOLUTION   18
ARTICLE VIII - TERM AND TERMINATION   19
ARTICLE IX - ISCELLANEOUS   20
THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION   23THAT MAY BE ENFORCED BY THE PARTIES.   23
HEALTH PLAN:   23
PROVIDER:   23
PARTICIPATING PROVIDER AGREEMENT   24
SCHEDULE A   24CONTRACTED PROVIDER-SPECIFIC PROVISIONS   24
PARTICIPATING PROVIDER AGREEMENT   27
SCHEDULE B   27PRODUCT PARTICIPATION   27
PARTICIPATING PROVIDER AGREEMENT   28
PARTICIPATING PROVIDER AGREEMENT   29
Attachment A: Medicaid   31
EXHIBIT 1   31COMPENSATION SCHEDULE   31PRACTITIONER SERVICES   31BEHAVIORAL HEALTH   31
Additional Provisions:   31
Definitions:   32



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PARTICIPATING PROVIDER AGREEMENT
This Participating Provider Agreement (together with all Attachments and amendments, this "Agreement")
is made and entered by and between Sample Name 1, PhD (known herein as "Medicaid Provider," "Provider" or
"SUBCONTRACTOR" and Sample Name 2,
Inc. (known herein as "CONTRACTOR", "Health Plan" or
"MCO") (each a "Party" and collectively the "Parties"). This Agreement is effective as of the date designated by
Health Plan on the signature page of this Agreement ("Effective Date").
WHEREAS, Provider desires to provide certain health care services to individuals in products offered by or
available from or through a Company or Payor (as hereafter defined), and Provider desires to participate in such
products as a Participating Provider (as defined herein), all as hereinafter set forth.
WHEREAS, Health Plan desires for Provider to provide such health care services to individuals in such
products, and Health Plan desires to have Provider participate in certain of such products as a Participating
Provider, all as hereinafter set forth.
NOW, THEREFORE, in consideration of the recitals and mutual promises herein stated, the Parties hereby
agree to the provisions set forth below.
ARTICLE I - SCDHHS MEDICAID REQUIREMENTS
The provisions in this Section shall be primary and supersede any provision to the contrary which may occur in any
other section of this subcontract.
1
SOUTH CAROLINA DEPARTMENT OF HEALTH AND HUMAN SERVICES REQUIRED
SUBCONTRACT BOILERPLATE
The following language is required by the South Carolina Department of Health and Human Services
((SCDHHS), heretofore referred to as the "Department") as a condition of participation in the Medicaid program as
a subcontractor of a Managed Care Organization. To the extent that any provision of this subcontract conflicts with
any provision or requirement set forth within this Section, the Department required language shall be controlling.
Any other provision in this agreement notwithstanding, in the event that the Department shall modify, amend, or
otherwise change the required subcontract language, as set forth in the MCO Contract, Subcontractor understands
and agrees that the Department required subcontract boilerplate shall be amended to conform to the Department's
requirements and standards, without the need for a signed, written amendment.
1.1
DEFINITIONS
Action - As related to Grievance, either (1) the denial or limited authorization of a requested service,
including the type or level of service; (2) the reduction, suspension, or termination of a previously authorized
service; (3) the denial, in whole or in part, of payment for a service; (4) the failure to provide services in a timely
manner, as defined by the Department; (5) the failure of the CONTRACTOR to act within the timeframes provided
in §9.7.1 of the MCO Contract; or (6) for a resident of a rural area with only one CONTRACTOR, the denial of a
Medicaid Managed Care Member's request to exercise his or her right, under 42 CFR $438.52(b)(2)(ii), to obtain
services outside the CONTRACTOR's network.
Additional Services - A service(s) provided by the CONTRACTOR that is a non-covered service(s) by the
South Carolina State Plan for Medical Assistance and is offered to Medicaid Managed Care Members in
accordance with the standards and other requirements set forth in the Department's Medicaid Managed Care
Contract that are outlined in another section of this Contract.
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Administrative Services Contracts or Administrative Services Subcontracts - Are subcontracts or
agreement that include but are not limited to: 1) any function related to the management of the Medicaid Managed
Care Contract with the Department; 2) Claims processing including pharmacy claims; 3) credentialing including
those for only primary source verification; 4) all management Service Agreements; and 5) all Service Level
Agreements (SLAs) with any Division of Subsidiary of a corporate parent owner.
Clean Claim - A claim that can be processed without obtaining additional information from the Provider
of the service or from a third party.
Continuity of Care - The continuous treatment for a condition (such as pregnancy) or duration of illness
from the time of first contact with a healthcare provider through the point of release or long-term maintenance.
Emergency Medical Condition - A medical condition manifesting itself by acute symptoms of sufficient
severity (including severe pain) such that a prudent layperson, who possesses an average knowledge of health and
medicine, could reasonably expect the absence of immediate medical attention to result in: placing the health of the
individual (or, with respect to a pregnant woman, the health of the woman and/or her unborn child) in serious
jeopardy; serious impairment to bodily functions, or serious dysfunction of any bodily organ or part.
Emergency Services - Covered inpatient and outpatient services that are as follows: (1) furnished by a
provider that is qualified to furnish these services under this title; and (2) needed to evaluate or stabilize an
Emergency Medical Condition.
Federal Qualified Health Center (FQHC) - A South Carolina licensed health center certified by the
Centers for Medicare and Medicaid Services that receives Public Health Services grants. An FQHC provides a
wide range of primary care and enhanced services in a medically under-served area.
Grievance - An expression of dissatisfaction about any matter other than an Action. The term is also used
to refer to the overall system that includes grievances and appeals handled at the CONTRACTOR level. (Possible
subjects for Grievances include, but are not limited to, the quality of care or services provided, and aspects of
interpersonal relationships such as rudeness of a provider or employee, or failure to respect the Medicaid Managed
Care Member's rights.)
Medicaid Provider - A Provider of healthcare services or products which includes but is not limited to an
institution, facility, agency, person, corporation, partnership, practitioner, specialty physician, group or association
approved by the Department, licensed and/or credentialed which accepts as payment in full for providing benefits to
Medicaid Managed Care Members amounts pursuant to the CONTRACTOR's reimbursement provisions, business
requirements and schedules.
Managed Care Organization (MCO) - An entity that has, or is seeking to qualify for, a comprehensive
risk contract that is (1) a Federally qualified MCO that meets the advance directive requirements of subpart I of 42
CFR Part 489; or (2) any public or private entity that meets the advance directives requirements and is determined
to also meet the following conditions: (a) makes the services it provides to its Medicaid Managed Care Members as
accessible (in terms of timeliness, amount, duration, and scope) as those services are to other Medicaid recipients
within the area serviced by the entity; and (b) meets the solvency standards of 42 CFR 438.116. This includes any
of the entity's employees, affiliated providers, agents, or CONTRACTORS.
Management Service Agreements - A type of subcontract with an entity in which the owner of the
CONTRACTOR delegates some or all of the comprehensive management and administrative services necessary for
the operation of the CONTRACTOR.
Medically Necessary Service - Those medical services which: (a) are essential to prevent, diagnose,
prevent the worsening of, alleviate, correct or cure medical conditions that endanger life, cause suffering or pain,
cause physical deformity or malfunction, threaten to cause or aggravate a handicap, or result in illness or infirmity
of a Medicaid Managed Care Member; (b) are provided at an appropriate facility and at the appropriate level of care
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for the treatment of the Medicaid Managed Care Member's medical condition; and, (c) are provided in accordance
with generally accepted standards of medical practice.
Medicaid Managed Care Member - An eligible person(s) who is enrolled with a Department approved
Medicaid Managed Care Organization (MCO, a.k.a. CONTRACTOR). For purpose of this subcontract, Medicaid
Managed Care Member shall include the patient, parent(s), guardian, spouse or any other person legally responsible
for the Medicaid Managed Care Member being served.
Minimum Subcontract Provision (MSP) - Minimum Service Provisions are detailed in subsection 2
below.
Primary Care Provider (PCP) - The provider, serving as the entry point into the health care system, for
the Medicaid Managed Care Member responsible for providing primary care, coordinating and monitoring referrals
to specialist care, authorizing hospital services, and maintaining Continuity of Care.
Rural Health Clinic (RHC) - A South Carolina licensed rural health clinic is certified by the Centers for
Medicare and Medicaid Services and receiving Public Health Services grants. An RHC is eligible for state defined
cost based reimbursement from the Medicaid fee-for-service program. An RHC provides a wide range of primary
care and enhanced services in a medically underserved area.
Provider - The Healthcare Medicaid Provider who is providing services for the CONTRACTOR under
this Contract.
Service Level Agreement (SLA) - A type of subcontract with a corporate owner or any of its Divisions or
Subsidiaries that requires specific levels of service for administrative functions or services for the CONTRACTOR
specifically related to fulfilling the CONTRACTOR's obligations to the Department under the terms of this
Contract.
Subcontract - A written agreement between the CONTRACTOR and a third party to perform a part of the
CONTRACTOR's obligations as specified under the terms of this Contract.
Subcontractor - Any organization or person who provides any functions or service for the
CONTRACTOR specifically related to securing or fulfilling the CONTRACTOR's obligations to Department under
the terms of this Contract.
2
ADMINISTRATIVE REQUIREMENTS
1.2.1
The Department retains the right to review any and all subcontracts entered into for the provision
of any services under this Contract.
1.2.2
The Department does not require the Subcontractor to participate in any other line of business (i.e.
Medicare Advantage or commercial) offered by the CONTRACTOR in order to enter into a
business relationship with the CONTRACTOR.
1.2.3 The Department does not require the Subcontractor to participate in the Network of any other
Managed Care Organization as a condition of doing business with CONTRACTOR.
1.2.4 The CONTRACTOR and the Subcontractor shall be responsible for resolving any disputes that
may arise between the two (2) parties, and no dispute shall disrupt or interfere with the Continuity
of Care of a Medicaid Managed Care Member. Subcontractor recognizes and agrees that it does
not have a right to a State Fair Hearing before the Department's Division of Appeals and Hearings.
1.2.5
The Subcontractor represents and covenants that it presently has no interest and shall not acquire
any interest, direct or indirect, which would conflict in any manner or degree with the performance
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of its services hereunder. The Subcontractor further covenants that, in the performance of this
Contract, no person having any such known interests shall be employed.
1.2.6
The Subcontractor recognizes that in the event of termination of the Department's Medicaid
Managed Care Contract between the CONTRACTOR and Department, the CONTRACTOR is
required to make available to the Department or its designated representative, in a usable form, any
and all records, whether medical or financial, related to the CONTRACTORS and Subcontractor's
activities undertaken pursuant to this Contract. The Provider agrees to furnish any records to the
CONTRACTOR that the CONTRACTOR would need in order to comply with this provision. The
provision of such records shall be at no expense to the Department.
1.2.7 In the event of termination of this Subcontract, the Department must be notified of the intent to
terminate this Contract one hundred and twenty (120) calendar days prior to the effective date of
termination. The date of termination will be at midnight on the last day of the month of
termination.
1.2.8
If the termination of this Contract is as a result of a condition or situation that would have an
adverse impact on the health and safety of Medicaid Managed Care Members, the termination shall
be effective immediately and the Department will be immediately notified of the termination and
provided any information requested by Department.
1.2.9
The Contractor and Subcontractor shall develop, maintain and use a system for Prior Authorization
and Utilization Management that is consistent with this Subcontract.
3
HOLD HARMLESS
1.3.1
At all times during the term of this Contract, the Subcontractor shall, except as otherwise
prohibited or limited by law, indemnify, defend, protect, and hold harmless the Department and
any of its officers, agents, and employees from:
1.3.1.1
Any claims for damages or losses arising from services rendered by any subcontractor,
person, or firm performing or supplying services, materials, or supplies for the
Subcontractor in connection with the performance of this Contract;
1.3.1.2
Any claims for damages or losses to any person or firm injured or damaged by
erroneous or negligent acts, including disregard of state or federal Medicaid
regulations or legal statutes, by the Subcontractor, its agents, officers, employees, or
subcontractors in the performance of this Contract;
1.3.1.3
Any claims for damages or losses resulting to any person or firm injured or damaged
by Subcontractor, its agents, officers, employees, or subcontractors by the publication,
translation, reproduction, delivery, performance, use, or disposition of any data
processed under this Contract in a manner not authorized by the Contract or by federal
or state regulations or statutes;
1.3.1.4
Any failure of the Subcontractor, its agents, officers, employees, or subcontractors to
observe the federal or state laws, including, but not limited to, labor laws and
minimum wage laws;
1.3.1.5
Any claims for damages, losses, or costs associated with legal expenses, including, but
not limited to, those incurred by or on behalf of the Department in connection with the
defense of claims for such injuries, losses, claims, or damages specified above;
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1.3.1.6
Any injuries, deaths, losses, damages, claims, suits, liabilities, judgments, costs and
expenses which may in any manner accrue against the Department or their agents,
officers or employees, through the intentional conduct, negligence or omission of the
Subcontractor, its agents, officers, employees or subcontractors.
1.3.2 As required by the South Carolina Attorney General (SCAG), in circumstances where the
Subcontractor is a political subdivision of the State of South Carolina, or an affiliate organization,
except as otherwise prohibited by law, neither Subcontractor nor the Department shall be liable for
any claims, demands, expenses, liabilities and losses (including reasonable attorney's fees) which
may arise out of any acts or failures to act by the other party, its employees or agents, in connection
with the performance of services pursuant to this Contract.
1.3.3
It is expressly agreed that the CONTRACTOR, Subcontractor and agents, officers, and employees
of the CONTRACTOR or Subcontractor in the performance of this Contract shall act in an
independent capacity and not as officers and employees of the Department or the State of South
Carolina. It is further expressly agreed that this Contract shall not be construed as a partnership or
joint venture between the CONTRACTOR or Subcontractor and the Department and the State of
South Carolina.
1.4
LAWS
1.4.1
The Subcontractor shall recognize and abide by all state and federal laws, regulations and the
Department's guidelines applicable to the provision of services under the Medicaid Managed Care
Program.
1.4.2 The Subcontractor must comply with all applicable statutory and regulatory requirements of the
Medicaid program and be eligible to participate in the Medicaid program.
1.4.3
This Subcontract shall be subject to and hereby incorporates by reference all applicable federal and
state laws, regulations, policies, and revisions of such laws or regulations shall automatically be
incorporated into the Subcontract as they become effective.
1.4.4 The Subcontractor represents and warrants that it has not been excluded from participation in the
Medicare and/or Medicaid program pursuant to 1128 (42 U.S.C. 1320a-7) (2001, as amended)
or 1156 (42 U.S.C. 1320 c-5) (2001, as amended) of the Social Security Act or is not otherwise
barred from participation in the Medicaid and/or Medicare program.
1.4.5 The Subcontractor also represents and warrants that it has not been debarred, suspended or
otherwise excluded from participating in procurement activities under the Federal Acquisition
Regulation or from non-procurement activities under regulations issued under Executive Orders.
1.4.6
The Subcontractor shall not have a Medicaid contract with the Department that was terminated,
suspended, denied, or not renewed as a result of any action of Center for Medicare and Medicaid
Services (CMS), United States Department of Health and Human Services (HHS), or the Medicaid
Fraud Unit of the Office of the South Carolina Attorney General. Subcontractors who have been
sanctioned by any state or federal controlling agency for Medicaid and/or Medicare fraud and
abuse and are currently under suspension shall not be allowed to participate in the Medicaid
Managed Care Program. In the event the Subcontractor is suspended, sanctioned or otherwise
excluded during the term of this Contract, the Subcontractor shall immediately notify the
CONTRACTOR in writing.
1.4.7
The Subcontractor ensures that it does not employ individuals who are debarred, suspended, or
otherwise excluded from participating in federal procurement activities and/or have an
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employment, consulting, or other Contract with debarred individuals for the provision of items and
services that are significant to the CONTRACTOR's contractual obligation.
1.4.8
The Subcontractor shall check the Excluded Parties List Service administered by the General
Services Administration, when it hires any employee or contracts with any Subcontractor, to ensure
that it does not employ individuals or use Subcontractors who are debarred, suspended, or
otherwise excluded from participating in federal procurement activities and/or have an
employment, consulting, or other contract with debarred individuals for the provision of items and
services that are significant to Subcontract's contractual obligation. The Subcontractor shall also
report to the CONTRACTOR any employees or Subcontractors that have been debarred,
suspended, and/or excluded from participation in Medicaid, Medicare, or any other federal
program.
1.4.9
In accordance with 42 CFR $455.104 (2010, as amended), the Subcontractor agrees to provide full
and complete ownership and disclosure information with the execution of this Contract and to
report any ownership changes within thirty-five (35) calendar days to the CONTRACTOR.
Provider must download the appropriate form from the CONTRACTOR's website or request a
printed copy be sent. Failure by the Provider to disclose this information may result in termination
of this Contract.
1.4.10 It is mutually understood and agreed that all contract language, specifically required by the
Department, shall be governed by the laws and regulations of the State of South Carolina both as to
interpretation and performance by Subcontractor. Any action at law, suit in equity, or judicial
proceeding for the enforcement of the Department required language shall be instituted only in the
courts of the State of South Carolina.
1.5
AUDIT, RECORDS AND OVERSIGHT
1.5.1
The Subcontractor shall maintain an adequate record system for recording services, service
providers, charges, dates and all other commonly accepted information elements for services
rendered to Medicaid Managed Care Members pursuant to this Contract (including, but not limited
to, such records as are necessary for the evaluation of the quality, appropriateness, and timeliness
of services performed). Medicaid Managed Care Members and their representatives shall be given
access to and can request copies of the Medicaid Managed Care Members' medical records, to the
extent and in the manner provided by S.C. Code Ann. 44-115-10 et. seq., (Supp. 2000, as
amended).
1.5.2
The Department (SCDHHS), HHS, CMS, the Office of Inspector General, the State Comptroller,
the State Auditor's Office, and the South Carolina Attorney General's (SCAG) Office shall have the
right to evaluate, through audit, inspection, or other means, whether announced or unannounced,
any records pertinent to this Contract, including those pertaining to quality, appropriateness and
timeliness of services and the timeliness and accuracy of encounter data and claims submitted to
the CONTRACTOR. The Subcontractor shall cooperate with these evaluations and inspections.
The Subcontractor will make office workspace available for any of the above-mentioned entities or
their designees when the entities are inspecting or reviewing any records related to the provision of
services under this Contract.
1.5.3
The Subcontractor will allow the Department and the U.S. Department of Health and Human
Services, or their designee, to inspect and audit any financial records and/or books pertaining to: 1)
the ability of the Subcontractor to ear the risk of financial loss; and 2) services performed or
payable amounts under the contract.
1.5.4
Whether announced or unannounced, the Subcontractor shall participate and cooperate in any
internal and external quality assessment review, utilization management, and Grievance procedures
established by the CONTRACTOR or its designee.
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1.5.5 The Subcontractor shall comply with any plan of correction initiated by the CONTRACTOR
and/or required by the Department.
1.5.6
All records originated or prepared in connection with the Subcontractor's performance of its
obligations under this Contract, including, but not limited to, working papers related to the
preparation of fiscal reports, medical records, progress notes, charges, journals, ledgers, and
electronic media, will be retained and safeguarded by the Subcontractor in accordance with the
terms and conditions of this Contract. The Subcontractor agrees to retain all financial and
programmatic records, supporting documents, statistical records and other records of Medicaid
Managed Care Members relating to the delivery of care or service under this Contract, and as
further required by the Department, for a period of five (5) years from the expiration date of the
Contract, including any Contract extension(s). If any litigation, claim, or other actions involving
the records have been initiated prior to the expiration of the five (5) year period, the records shall
be retained until completion of the action and resolution of all issues which arise from it or until the
end of the five (5) year period, whichever is later. If Subcontractor stores records on microfilm or
microfiche, the Subcontractor must produce, at its expense, legible hard copy records upon the
request of state or federal authorities, within fifteen (15) calendar days of the request.
1.5.7
The Department and/or any designee will also have the right to:
1.5.7.1
Inspect and evaluate the qualifications and certification or licensure of
Subcontractors;
1.5.7.2
Evaluate, through inspection of Subcontractor's facilities or otherwise, the
appropriateness and adequacy of equipment and facilities for the provision of
quality health care to Medicaid Managed Care Members;
1.5.7.3
Audit and inspect any of Subcontractor's records that pertain to health care or
other services performed under this Contract, determine amounts payable under
this Contract;
1.5.7.4
Audit and verify the sources of encounter data and any other information furnished
by Subcontractor or CONTRACTOR in response to reporting requirements of this
Contract or the Department's Medicaid Managed Care Contract, including data
and information furnished by Subcontractors.
1.5.8
Subcontractor shall release medical records of Medicaid Managed Care Members, as may be
authorized by the Medicaid Managed Care Member or as may be directed by authorized personnel
of the Department, appropriate agencies of the State of South Carolina, or the United States
Government. Release of medical records shall be consistent with the provisions of confidentiality
as expressed in this Contract.
1.5.9
Subcontractor shall maintain up-to-date medical records at the site where medical services are
provided for each Medicaid Managed Care Member for whom services are provided under this
Contract. Each Medicaid Managed Care Member's record must be legible and maintained in detail
consistent with good medical and professional practice that permits effective internal and external
quality review and/or medical audit and facilitates an adequate system of follow-up treatment. The
Department's representatives or designees shall have immediate and complete access to all records
pertaining to the health care services provided to the Medicaid Managed Care Member.
1.6
SAFEGUARDING INFORMATION
1.6.1
The Subcontractor shall safeguard information about Medicaid Managed Care Members according
to applicable state and federal laws and regulations including but not limited to 42 CFR 431,
Subpart F, and Health Insurance Portability and Accountability Act, 45 CFR Parts 160 and 164.
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1.6.2
The Subcontractor shall assure that all material and information, in particular information relating
to Medicaid Managed Care Members, which is provided to or obtained by or through the
Subcontractor's performance under this Contract, whether verbal, written, electronic file, or
otherwise, shall be protected as confidential information to the extent confidential treatment is
protected under state and federal laws. Subcontractor shall not use any information so obtained in
any manner except as necessary for the proper discharge of its obligations and securement of its
rights under this Contract.
1.6.3
All information as to personal facts and circumstances concerning Medicaid Managed Care
Members obtained by the Subcontractor shall be treated as privileged communications, shall be
held confidential, and shall not be divulged to third parties without the written consent of the
Department or the Medicaid Managed Care Member, provided that nothing stated herein shall
prohibit the disclosure of information in summary, statistical, or other form which does not identify
particular individuals. The use or disclosure of information concerning Mcdicaid Managed Care
Members shall be limited to purposes directly connected with the administration of this Contract.
1.6.4
All records originated or prepared in connection with the Subcontractor's performance of its
obligations under this Contract, including but not limited to, working papers related to the
preparation of fiscal reports, medical records, progress notes, charges, journals, ledgers, and
electronic media, will be retained and safeguarded by the Subcontractor in accordance with the
terms and conditions of this Contract.
1.7
BILLING A MEDICAID MANAGED CARE MEMBER
1.7.1 The Subcontractor may bill a Medicaid Managed Care Member only under the following
circumstances:
1.7.1.1
Subcontractor is a provider of services and is seeking to render services that are
non-covered services and are not Additional Services, as long as the Subcontractor
provides to the Medicaid Managed Care Member a written statement of the
services prior to rendering said services. This written statement must include: (1)
the cost of each service, (2) an acknowledgement of the Medicaid Managed Care
Member's responsibility for payment, and (3) the Medicaid Managed Care
Member's signature; or
1.7.1.2
Subcontractor is a provider of services and the service provided has a co-payment,
as allowed by the CONTRACTOR, the Subcontractor may charge the Medicaid
Managed Care Member only the amount of the allowed co-payment, which cannot
exceed the co-payment amount allowed by the Department.
1.7.2 In accordance with the requirements of S.C. Code Ann. § 38-33-130(b) (Supp. 2001, as amended),
and as a condition of participation as a qualified Medicaid Provider, the Subcontractor hereby
agrees not to bill, charge, collect a deposit from, seek compensation, remuneration or
reimbursement from, or have recourse against, Medicaid Managed Care Members, or persons
acting on their behalf, for health care services which are rendered to such Medicaid Managed Care
Members by the Subcontractor, and which are covered benefits under the Medicaid Managed Care
Member's evidence of coverage. This provision applies to all covered health care services
furnished to the Medicaid Managed Care Member for which the Department does not pay the
CONTRACTOR or the CONTRACTOR does not pay the Subcontractor. Provider agrees that this
provision is applicable in all circumstances including, but not limited to, non-payment by the
CONTRACTOR and insolvency of the CONTRACTOR. The Subcontractor further agrees that this
provision shall be construed to be for the benefit of Medicaid Managed Care Members and that this
provision supersedes any oral or written contrary agreement now existing or hereafter entered into
between the Subcontractor and such Medicaid Managed Care Members.
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2.
PROVIDER SUBCONTRACTOR BOILERPLATE
2.1
HEALTHCARE SERVICES
2.1.1
The Subcontractor shall ensure adequate access to the services provided under this Contract in
accordance with the prevailing medical community standards.
2.1.2 The services covered by this Contract must be in accordance with the South Carolina State Plan for
Medical Assistance under Title XIX of the Social Security Act, and the Subcontractor shall provide
these services to Medicaid Managed Care Members through the last day that this Contract is in
effect. All final Medicaid benefit determinations are within the sole and exclusive authority of the
Department or its designee.
2.1.3
The Subcontractor may not refuse to provide Medically Necessary Services or covered preventive
services to Medicaid Managed Care Members for non-medical reasons.
2.1.4
The Subcontractor shall render Emergency Services without the requirement of prior authorization
of any kind.
2.1.5
The Subcontractor shall not be prohibited or otherwise restricted from advising a Medicaid
Managed Care Member about the health status of the Medicaid Managed Care Member or medical
care or treatment for the Medicaid Managed Care Member's condition or disease, regardless of
whether benefits for such care or treatment are provided under the Department's Medicaid
Managed Care Contract, if Provider is acting within the lawful scope of practice.
2.1.6
The CONTRACTOR shall not include covenant-not-to-compete requirements or exclusive
provider clauses in its Provider agreements. Specifically, the CONTRACTOR is precluded from
requiring that the Provider not provide services for any other South Carolina Medicaid Managed
Care CONTRACTOR. In addition, the CONTRACTOR shall not enter into subcontracts that
contain compensation terms that discourage providers from serving any specific eligibility
category. No provision in this subcontract shall create a covenant-not-to-compete agreement or
exclusive provider clause.
2.1.7 The Subcontractor must take adequate steps to ensure that Medicaid Managed Care Members with
limited English skills receive, free of charge, the language assistance necessary to afford them
meaningful and equal access to the benefits and services provided under this Contract in
accordance with Title VI of the Civil Rights Act of 1964 (42 U.S.C. 2000d et. seq.) (2001, as
amended) and it's implementing regulation at 45 C.F.R. Part 80 (2001, as amended).
2.1.8
The Subcontractor shall provide effective Continuity of Care activities, if applicable, that seek to
ensure that the appropriate personnel, including the PCP are kept informed of the Medicaid
Managed Care Member's treatment needs, changes, progress or problems.
2.1.9 The Subcontractor must adhere to the Quality Assessment Performance Improvement and
Utilization Management (UM) requirements consistent with this Contract. The CONTRACTOR is
responsible for informing the Subcontractor of such requirements and procedures, including any
reporting requirements.
2.1.10 The Subcontractor shall have an appointment system for Medically Necessary Services that is in
accordance with the standards in this Contract and prevailing medical community standards.
2.1.11 The Subcontractor shall not use discriminatory practices with regard to Medicaid Managed Care
Members such as separate waiting rooms, separate appointment days, or preference to private pay
patients.
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2.1.12 The Subcontractor must identify Medicaid Managed Care Members in a manner that will not result
in discrimination against the Medicaid Managed Care Member in order to provide or coordinate the
provision of all core benefits and/or Additional Services and out of plan services.
2.1.13 The Subcontractor agrees that no person, on the grounds of handicap, age, race, color, religion, sex,
or national origin, shall be excluded from participation in, or be denied benefits of the
CONTRACTOR's program or be otherwise subjected to discrimination in the performance of this
Contract or in the employment practices of Provider. The Subcontractor shall show proof of such
non-discrimination, upon request, and shall post in conspicuous places, available to all employees
and applicants, notices of non-discrimination.
2.1.14 If the Subcontractor performs laboratory services, the Subcontractor must meet all applicable state
and federal requirements related thereto. All laboratory-testing sites providing services shall have
either a CLIA certificate or waiver of a certificate of registration along with a CLIA identification
number.
2.1.15 If the Subcontractor is a hospital, Provider shall notify the CONTRACTOR and the Department of
the births when the mother is a Medicaid Managed Care Member. The Subcontractor shall also
complete a Department request for Medicaid ID Number (Form 1716 ME), including indicating
whether the mother is a Medicaid Managed Care Member, and submit the form to the local/state
Department office.
2.1.16 If the Subcontractor is an FQHC/RHC, Provider shall adhere to federal requirements for
reimbursement for FQHC/RHC services. This Contract shall specify the agreed upon payment from
the CONTRACTOR to the FQHC/RHC. Any bonus or incentive arrangements made to the
FQHCs/RHCs associated with Medicaid Managed Care Members must also be specified and
included this Contract.
2.1.17 If the Subcontractor is a PCP, the Provider shall have an appointment system for covered core
benefits and/or Additional Services that is in accordance with prevailing medical community
standards but shall not exceed the following requirements:
2.1.17.1
Routine visits scheduled within four (4) to six (6) weeks.
2.1.17.2
Urgent, non-emergency visits within forty-eight (48) hours.
2.1.17.3
Emergent or emergency visits immediately upon presentation at a service delivery
site.
2.1.17.4
Waiting times that do not exceed forty-five (45) minutes for a scheduled
appointment of a routine nature.
2.1.17.5
Walk-in patients with non-urgent needs should be seen if possible or scheduled for
an appointment consistent with written scheduling procedures.
2.1.17.6
Walk-in patients with urgent needs should be seen within forty-eight (48) hours.
2.1.18 As a PCP, the Provider must also provide twenty-four (24) hour coverage but may elect to provide
twenty-four (24) hour coverage by direct access or through arrangement with a triage system. The
triage system arrangement must be prior approved by the CONTRACTOR.
2.1.19 The Subcontractor shall submit all reports and clinical information required by the
CONTRACTOR, including Early Periodic Screening, Diagnosis, and Treatment (EPSDT), if
applicable.
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2.2
PAYMENT
2.2.1
CONTRACTOR, or its designee, shall be responsible for payment of services rendered to Medicaid
Managed Care Members in accordance with this subcontract and shall pay ninety percent (90%) of
all Clean Claims from practitioners, either in individual or group practice or who practice in shared
health facilities, within thirty (30) days of the date of receipt. The CONTRACTOR shall pay
ninety-nine percent (99%) of all Clean Claims from practitioners, either in individual or group
practice or who practice in shared health facilities, within ninety (90) days of the date of receipt.
The date of receipt is the date the CONTRACTOR receives the claim, as indicated by its data
stamp on the claim. The date of payment is the date of the check or other form of payment.
2.2.2
The Subcontractor and provider may, by mutual written agreement, establish an alternative
payment schedule to the one presented.
2.2.3
The Subcontractor shall accept payment made by the CONTRACTOR as payment-in-full for
covered services and Additional Services provided and shall not solicit or accept any surety or
guarantee of payment from the Medicaid Managed Care Member, except a specifically allowed by
1.7, Billing A Medicaid Managed Care Member.
2.2.4
No Subcontract shall not contain any provision that provides incentives, monetary or otherwise, for
the withholding of Medically Necessary Services.
2.2.5 Any incentive plans for providers shall be in compliance with 42 CFR Part 434 (2009, as
amended), 42 CFR § 417.479 (2008, as amended), 42 CFR 422.208 and 42 CFR $422.210 (2008,
as amended).
ARTICLE II - DEFINITIONS
As used in this Agreement and each of its Attachments, each of the following terms (and the plural thereof,
when appropriate) shall have the meaning set forth herein.
2.1.
"Affiliate" means a person or entity directly or indirectly controlling, controlled by, or under
common control with Health Plan.
2.2.
"Attachment" means any document, including an addendum, schedule or exhibit, attached to this
Agreement as of the Effective Date or that becomes attached pursuant to Section 3.2 or Section 9.7, all of which are
incorporated herein by reference and may be amended from time to time as provided in this Agreement.
2.3.
"Clean Claim" has, as to each particular Product, the meaning set forth in the applicable Product
Attachment or, if no such definition exists, the Provider Manual.
2.4.
"Company" means, as appropriate in the context, Health Plan and/or one or more of its Affiliates,
except those specifically excluded by Health Plan.
2.5.
"Compensation Schedule" means at any given time the then effective schedule(s) of maximum
rates applicable to a particular Product under which Provider and Contracted Providers will be compensated for the
provision of Covered Services to Medicaid Managed Care Members. Such Compensation Schedule(s) will be set
forth or described in one or more Attachments to this Agreement, and may be included within a Product
Attachment.
2.6.
"Contracted Provider" means a physician, hospital, health care professional or any other provider
of items or services that is employed by or has a contractual relationship with Provider. The term "Contracted
Provider" includes Provider for those Covered Services provided by Provider.
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2.7.
"Coverage Agreement" means any agreement, program or certificate entered into, issued or agreed
to by Company or Payor, under which Company or Payor furnishes administrative services or other services in
support of a health care program for an individual or group of individuals, and which may include access to one or
more of Company's provider networks or vendor arrangements, except those excluded by Health Plan.
2.8.
"Covered Services" means those services and items for which benefits are available and payable
under the applicable Coverage Agreement and which are determined, if applicable, to be Medically Necessary.
2.9.
"Medically Necessary" or "Medical Necessity" shall have the meaning defined in the applicable
Coverage Agreement or applicable Regulatory Requirements.
2.10. "Participating Provider" means, with respect to a particular Product, any physician, hospital,
ancillary, or other health care provider that has contracted, directly or indirectly, with Health Plan to provide
Covered Services to Medicaid Managed Care Members, that has been approved for participation by Company, and
that is designated by Company as a "participating provider" in such Product.
2.11. "Payor" means the entity (including Company where applicable) that bears direct financial
responsibility for paying from its own funds, without reimbursement from another entity, the cost of Covered
Services rendered to Medicaid Managed Care Members under a Coverage Agreement and, if such entity is not
Company, such entity contracts, directly or indirectly, with Company for the provision of certain administrative or
other services with respect to such Coverage Agreement.
2.12.
"Payor Contract" means the contract with a Payor, pursuant to which Company furnishes
administrative services or other services in support of the Coverage Agreements entered into, issued or agreed to by
a Payor, which services may include access to one or more of Company's provider networks or vendor
arrangements, except those excluded by Health Plan. The term "Payor Contract" includes Company's or other
Payor's contract with a governmental authority (also referred to herein as a "Governmental Contract") under which
Company or Payor arranges for the provision of Covered Services to Medicaid Managed Care Members.
2.13.
"Product" means any program or health benefit arrangement designated as a "product" by Health
Plan (e.g., Health Plan Product, Medicaid Product, PPO Product, Payor-specific Product, etc.) that is now or
hereafter offered by or available from or through Company (and includes the Coverage Agreements that access, or
are issued or entered into in connection with such product, except those excluded by Health Plan).
2.14.
"Product Attachment" means an Attachment setting forth requirements, terms and conditions
specific or applicable to one or more Products, including certain provisions that must be included in a provider
agrecment under the Regulatory Requirements, which may be alternatives to, or in addition to, the requirements,
terms and conditions set forth in this Agreement or the Provider Manual.
2.15. "Provider Manual" means the provider manual and any billing manuals, adopted by Company or
Payor which include, without limitation, requirements relating to utilization management, quality management,
grievances and appeals, and Product-specific, Payor-specific and State-specific requirements, as may be amended
from time to time by Company or Payor.
2.16.
"Regulatory Requirements" means all applicable federal and state statutes, regulations, regulatory
guidance, judicial or administrative rulings, requirements of Governmental Contracts and standards and
requirements of any accrediting or certifying organization, including, but not limited to, the requirements set forth
in a Product Attachment.
2.17.
"State" is defined as the state identified in the applicable Attachment.
ARTICLE III - PRODUCTS AND SERVICES
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3.1.
Contracted Providers. Provider shall, and shall cause each Contracted Provider, to comply with
and abide by the agreements, representations, warranties, acknowledgements, certifications, terms and conditions of
this Agreement (including the provisions of Schedule A that are applicable to Provider, a Contracted Provider, or
their services, and any other Attachments), and the Provider Manual, and fulfill all of the duties, responsibilities and
obligations imposed on Provider and Contracted Providers under this Agreement (including each Attachment), and
the Provider Manual.
3.2.
Participation in Products. Subject to the other provisions of this Agreement, each Contracted
Provider may be identified as a Participating Provider in the Product identified designated on Schedule B of this
Agreement or added to this Agreement in accordance with Section 2.2 hereof.
3.2.1. Provider shall, at all times during the term of this Agreement, require each of its
Contracted Providers to, subject to Company's approval, participate as Participating Providers in the Product
identified that is designated on Schedule B to this Agreement or added to this Agreement in accordance with
Section 3.2 hereof.
3.2.2. A Contracted Provider may only identify itself as a Participating Provider for those
Products in which the Contracted Provider actually participates as provided in this Agreement. Provider
acknowledges that Company or Payor may have, develop or contract to develop various Products or provider
networks that have a variety of provider panels, program components and other requirements. No Company or
Payor warrants or guarantees that any Contracted Provider: (i) will participate in all or a minimum number of
provider panels, (ii) will be utilized by a minimum number of Medicaid Managed Care Members, or (iii) will
indefinitely remain a Participating Provider or member of the provider panel for a particular network or Product.
3.2.3.
Attached hereto as Schedule C-1 is the initial list of the Contracted Providers as of the
Effective Date. Provider shall provide Health Plan, from time to time or on a periodic basis as requested by Health
Plan, with a complete and accurate list containing the names, office telephone numbers, addresses, tax identification
numbers, hospital affiliations, specialties and board status (if applicable), State license number, and National
Provider Identifier of Contracted Providers and such other information as mutually agreed upon by the Parties, and
shall provide Health Plan with a list of modifications to such list at least thirty (30) days prior to the effective date
of such changes, when possible. Provider shall provide such lists in a manner and format mutually acceptable to
the Parties.
3.2.4. Provider may add new providers to this Agreement as Contracted Providers. In such case,
Provider shall provide written notice to Health Plan of the prospective addition(s), and shall use best efforts to
provide such notice at least sixty (60) days in advance of such addition. Provider shall maintain written agreements
with each of its Contracted Providers (other than Provider) that require the Contracted Providers to comply with the
terms and conditions of this Agreement and that address and comply with the Regulatory Requirements.
3.2.5. If Company desires to add one or more Contracted Providers to an additional Product,
Company or Payor, as applicable, will provide advance written notice (electronic or paper) thereof to Provider,
along with the applicable Product Attachment and the new Compensation Schedule, if any. The applicable
Contracted Providers will not be designated as Participating Providers in such additional Product if Provider opts
out of such additional Product by giving Company or Payor, as applicable, written notice of its decision to opt-out
within thirty (30) days of Company's or Payor's, as applicable, giving of written notice. If Provider timely
provides such opt-out notice, the applicable Contracted Providers will not be considered Participating Providers in
such Product. If Provider does not timely provide such opt-out notice, then each applicable Contracted Provider
shall be a Participating Provider in such additional Product on the terms and conditions set forth in this Agreement
and the applicable Product Attachment.
3.3. Covered Services. Each Contracted Provider shall provide Covered Services described or
referenced in the applicable Product Attachment(s) to Medicaid Managed Care Members in those Products in which
the Contracted Provider is a Participating Provider, in accordance with this Agreement. Each Contracted Provider
shall provide Covered Services to Medicaid Managed Care Members with the same degree of care and skill as
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customarily provided to patients who are not Medicaid Managed Care Members, within the scope of the Contracted
Provider's license and in accordance with generally accepted standards of the Contracted Provider's practice and
business and in accordance with the provisions of this Agreement, the Provider Manual, and Regulatory
Requirements.
3.4.
Provider Manual; Policies and Procedures. Provider and Contracted Providers shall at all times
cooperate and comply with the requirements, policies, programs and procedures ("Policies") of Company and
Payor, which may be described in the Provider Manual and include, but are not limited to, the following:
credentialing criteria and requirements; notification requirements; medical management programs; claims and
billing, quality assessment and improvement, utilization review and management, disease management, case
management, on-site reviews, referral and prior authorization, and grievance and appeal procedures; coordination
of benefits and third party liability policies; carve-out and third party vendor programs; and data reporting
requirements. The failure to comply with such Policies could result in a denial or reduction of payment to the
Provider or Contracted Provider or a denial or reduction of the Medicaid Managed Care Member's benefits. Such
Policies do not in any way affect or remove the obligation of Contracted Providers to render care. Health Plan
shall make the Provider Manual available to Provider and Contracted Providers via one or more designated
websites or alternative means. Upon Provider's reasonable request, Health Plan shall provide Provider with a copy
of the Provider Manual. In the event of a material change to the Provider Manual, Health Plan will use reasonable
efforts to notify Provider in advance of such change. Such notice may be given by Health Plan through a periodic
provider newsletter, an update to the on-line Provider Manual, or any other written method (electronic or paper).
3.5.
Credentialing Criteria. Provider and each Contracted Provider shall complete Company's and/or
Payor's credentialing and/or recredentialing process as required by Company's and/or Payor's credentialing
Policies, and shall at all times during the term of this Agreement meet all of Company's and/or Payor's
credentialing criteria. Provider and each Contracted Provider represents, warrants and agrees: (a) that it is
currently, and for the duration of this Agreement shall remain: (i) in compliance with all applicable Regulatory
Requirements, including licensing laws; (ii) if applicable, accredited by The Joint Commission or the American
Osteopathic Association; and (iii) a Medicare participating provider under the federal Medicare program and a
Medicaid participating provider under applicable federal and State laws; and (b) that all Contracted Providers and
all employees and contractors thereof will perform their duties in accordance with all Regulatory Requirements, as
well as applicable national, State and local standards of professional ethics and practice. No Contracted Provider
shall provide Covered Services to Medicaid Managed Care Members or identify itself as a Participating Provider
unless and until the Contracted Provider has been notified, in writing, by Company that such Contracted Provider
has successfully completed Company's credentialing process.
3.6.
Eligibility Determinations. Provider or Contracted Provider shall timely verify whether an
individual seeking Covered Services is a Medicaid Managed Care Member. Company or Payor, as applicable, will
make available to Provider and Contracted Providers a method, whereby Provider and Contracted Providers can
obtain, in a timely manner, general information about eligibility and coverage. Company or Payor, as applicable,
does not guarantee that persons identified as Medicaid Managed Care Members are eligible for benefits or that all
services or supplies are Covered Services. If Company, Payor or its delegate determines that an individual was not
a Medicaid Managed Care Member at the time services were rendered, such services shall not be eligible for
payment under this Agreement. In addition, Company will use reasonable efforts to include or contractually require
Payors to clearly display Company's name, logo or mailing address (or other identifier(s) designated from time to
time by Company) on each membership card.
3.7.
Referral and Preauthorization Procedures. Provider and Contracted Providers shall comply with
referral and preauthorization procedures adopted by Company and or Payor, as applicable, prior to referring a
Medicaid Managed Care Member to any individual, institutional or ancillary health care provider. Unless
otherwise expressly authorized in writing by Company or Payor, Provider and Contracted Providers shall refer
Medicaid Managed Care Members only to Participating Providers to provide the Covered Service for which the
Medicaid Managed Care Member is referred. Except as required by applicable law, failure of Provider and
Contracted Providers to follow such procedures may result in denial of payment for unauthorized treatment.
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3.8.
Treatment Decisions. No Company or Payor is liable for, nor will it exercise control over, the
manner or method by which a Contracted Provider provides items or services under this Agreement. Provider and
Contracted Providers understand that determinations of Company or Payor that certain items or services are not
Covered Services or have not been provided or billed in accordance with the requirements of this Agreement or the
Provider Manual are administrative decisions only. Such decisions do not absolve the Contracted Provider of its
responsibility to exercise independent judgment in treatment decisions relating to Medicaid Managed Care
Members. Nothing in this Agreement (i) is intended to interfere with Contracted Provider's relationship with
Medicaid Managed Care Members, or (ii) prohibits or restricts a Contracted Provider from disclosing to any
Medicaid Managed Care Member any information that the Contracted Provider deems appropriate regarding health
care quality, medical treatment decisions or alternatives.
3.9.
Carve-Out Vendors. Provider acknowledges that Company may, during the term of this
Agreement, carve-out certain Covered Services from its general provider contracts, including this Agreement, for
one or more Products as Company deems necessary or appropriate. Provider and Contracted Providers shall
cooperate with and, when medically appropriate, utilize all third party vendors designated by Company for those
Covered Services identified by Company from time to time for a particular Product.
3.10.
Disparagement Prohibition. Provider, each Contracted Provider and the officers of Company shall
not disparage the other during the term of this Agreement or in connection with any expiration, termination or non-
renewal of this Agreement. Neither Provider nor Contracted Provider shall interfere with Company's direct or
indirect contractual relationships including, but not limited to, those with Medicaid Managed Care Members or
other Participating Providers. Nothing in this Agreement should be construed as limiting the ability of either
Health Plan, Company, Provider or a Contracted Provider to inform Medicaid Managed Care Members that this
Agreement has been terminated or otherwise expired or, with respect to Provider, to promote Provider to the
general public or to post information regarding other health plans consistent with Provider's usual procedures,
provided that no such promotion or advertisement is specifically directed at one or more Medicaid Managed Care
Members. In addition, nothing in this provision should be construed as limiting Company's ability to use and
disclose information and data obtained from or about Provider or Contracted Provider, including this Agreement, to
the extent determined reasonably necessary or appropriate by Company in connection with its efforts to comply
with Regulatory Requirements and to communicate with regulatory authorities.
3.11.
Nondiscrimination In addition to the nondiscrimination provisions set forth in Article I, Section
2.1.12, Provider and each Contracted Provider will provide Covered Services to Medicaid Managed Care Members
without discrimination on account of race, sex, sexual orientation, age, color, religion, national origin, place of
residence, health status, type of Payor, source of payment (e.g., Medicaid generally or a State-specific health care
program), physical or mental disability or veteran status, and will ensure that its facilities are accessible as required
by Title III of the Americans With Disabilities Act of 1991. Provider and Contracted Providers recognize that, as a
governmental contractor, Company or Payor may be subject to various federal laws, executive orders and
regulations regarding equal opportunity and affirmative action, which also may be applicable to subcontractors, and
Provider and each Contracted Provider agree to comply with such requirements as described in any applicable
Attachment.
3.12. Notice of Certain Events. Provider shall give written notice to Health Plan of: (i) any event of
which notice must be given to a licensing or accreditation agency or board; (ii) any change in the status of
Provider's or a Contracted Provider's license; (iii) termination, suspension, exclusion or voluntary withdrawal of
Provider or a Contracted Provider from any state or federal health care program, including but not limited to
Medicaid; or (iv) any settlements or judgments in connection with a lawsuit or claim filed or asserted against
Provider or a Contracted Provider alleging professional malpractice involving a Medicaid Managed Care Member.
In any instance described in subsection (i)-(iii) above, Provider must notify Health Plan or Payor in writing within
ten (10) days, and in any instance described in subsection (iv) above, Provider must notify Health Plan or Payor in
writing within thirty (30) days, from the date it first obtains knowledge of the pending of the same.
3.13. Use of Name. Provider and each Contracted Provider hereby authorizes each Company or Payor to
use their respective names, telephone numbers, addresses, specialties, certifications, hospital affiliations (if any),
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and other descriptive characteristics of their facilities, practices and services for the purpose of identifying the
Contracted Providers as "Participating Providers" in the applicable Products. Provider and Contracted Providers
may only use the name of the applicable Company or Payor for purposes of identifying the Products in which they
participate, and may not use the registered trademark or service mark of Company or Payor without prior written
consent.
3.14. Compliance with Regulatory Requirements. Provider, each Contracted Provider and Company
agrce to carry out their respective obligations under this Agreement and the Provider Manual, other than the
provision of services under the Medicaid Managed Care Program which are addressed in Article I, Section E.1, in
accordance with all applicable Regulatory Requirements, including, but not limited to, the requirements of the
Health Insurance Portability and Accountability Act, as amended, and any regulations promulgated thereunder. If,
due to Provider's or Contracted Provider's noncompliance with applicable Regulatory Requirements or this
Agreement, sanctions or penalties are imposed on Company, Company may, in its sole discretion, offset such
amounts against any amounts due Provider or Contracted Providers from any Company or require Provider or the
Contracted Provider to reimburse Company for such amounts.
3.15.
Program Integrity Required Disclosures. Provider agrees to furnish to Health Plan complete and
accurate information necessary to permit Company to comply with the collection of disclosures requirements
specified in 42 C.F.R. Part 455 Subpart B or any other applicable State or federal requirements, within such time
period as is necessary to permit Company to comply with such requirements. Such requirements include but are
not limited to: (i) 42 C.F.R. $455.105, relating to (a) the ownership of any subcontractor with whom Provider has
had business transactions totaling more than $25,000 during the 12-month period ending on the date of the request
and (b) any significant business transaction between Provider and any wholly owned supplier or subcontractor
during the five (5) year period ending on the date of the request; (ii) 42 C.F.R. 455.104, relating to individuals or
entities with an ownership or controlling interest in Provider; and (iii) 42 C.F.R. 455.106, relating to individuals
with an ownership or controlling interest in Provider, or who are managing employees of Provider, who have been
convicted of a crime.
ARTICLE) IV - CLAIMS SUBMISSION, PROCESSING, AND COMPENSATION
4.1.
Claims or Encounter Data Submission. As provided in the Provider Manual and/or Policies,
Contracted Providers shall submit to Payor or its delegate claims for payment for Covered Services rendered to
Medicaid Managed Care Members. Contracted Provider shall submit encounter data to Payor or its delegate in a
timely fashion, which must contain statistical and descriptive medical and patient data and identifying information,
if and as required in the Provider Manual. Payor or its delegate reserves the right to deny payment to the
Contracted Provider if the Contracted Provider fails to submit claims for payment or encounter data in accordance
with the Provider Manual and/or Policies.
4.2.
Compensation. The compensation for Covered Services provided to a Medicaid Managed Care
Member ("Compensation Amount") will be the appropriate amount under the applicable Compensation Schedule in
effect on the date of service for the Product in which the Medicaid Managed Care Member participates. Subject to
the terms of this Agreement and the Provider Manual, Provider and Contracted Providers shall accept the
Compensation Amount as payment in full for the provision of Covered Services. Subject to the terms of this
Agreement, Payor shall pay or arrange for payment of each Clean Claim received from a Contracted Provider for
Covered Services provided to a Medicaid Managed Care Member in accordance with the applicable Compensation
Amount less any applicable copayments, cost-sharing or other amounts that are the Medicaid Managed Care
Member's financial responsibility under the applicable Coverage Agreement.
4.3.
Financial Incentives. The Parties acknowledge and agree that nothing in this Agreement shall be
construed to create any financial incentive for Provider or a Contracted Provider to withhold Covered Services.
4.4.
Hold Harmless. Provider and each Contracted Provider agree that in no event, including but not
limited to non-payment by a Payor, a Payor's insolvency, or breach of this Agreement, shall Provider or a
Contracted Provider bill, charge, collect a deposit from, seek compensation, remuneration or reimbursement from,
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or have any recourse against a Medicaid Managed Care Member or person acting on the Medicaid Managed Care
Member's behalf, other than Payor, for Covered Services provided under this Agreement. Nothing in Article I,
Section C of this Agreement, shall prohibit collection of any applicable copayments, cost-sharing or other amounts
that are the Medicaid Managed Care Member's financial responsibility under the applicable Coverage Agreement.
This provision survives termination or expiration of this Agreement for any reason, will be construed for the benefit
of Medicaid Managed Care Members, and supersedes any oral or written agreement entered into between Provider
or a Contracted Provider and a Medicaid Managed Care Member.
4.5.
Recovery Rights. Payor or its delegate shall have the right to immediately offset or recoup any and
all amounts owed by Provider or a Contracted Provider to Payor or Company against amounts owed by the Payor or
Company to the Provider or Contracted Provider. Provider and Contracted Providers agree that all recoupment and
any offset rights under this Agreement will constitute rights of recoupment authorized under State or federal law
and that such rights will not be subject to any requirement of prior or other approval from any court or other
government authority that may now have or hereafter have jurisdiction over Provider or a Contracted Provider.
ARTICLE V - RECORDS AND INSPECTIONS
5.1.
Records. Each Contracted Provider shall maintain medical, financial and administrative records
related to items or services provided to Medicaid Managed Care Members, including but not limited to a complete
and accurate permanent medical record for each such Medicaid Managed Care Member, in such form and detail as
are required by applicable Regulatory Requirements and consistent with generally accepted medical standards.
5.2.
Access. Provider and each Contracted Provider shall provide access to their respective books and
records to each of the following, including any delegate or duly authorized agent thereof, subject to applicable
Regulatory Requirements: (i) Company and Payor, during regular business hours and upon prior notice; (ii)
appropriate State and federal authorities, to the extent such access is necessary to comply with Regulatory
Requirements; and (iii) accreditation organizations. Provider and each Contracted Provider shall provide copies of
such records at no expense to any of the foregoing that may make such request. Each Contracted Provider also
shall obtain any authorization or consent that may be required from a Medicaid Managed Care Member in order to
release medical records and information to Company or Payor or any of their delegates. Provider and each
Contracted Provider shall cooperate in and allow on-site inspections of its, his or her facilities and records by any
Company, Payor, their delegates, any authorized government officials, and accreditation organizations. Provider
and each Contracted Provider shall compile information necessary for the expeditious completion of such on-site
inspection in a timely manner.
5.3.
Record Transfer. Subject to applicable Regulatory Requirements, each Contracted Provider shall
cooperate in the timely transfer of Medicaid Managed Care Members' medical records to any other health care
provider, at no charge and when required.
ARTICLE INSURANCE AND INDEMNIFICATION
6.1.
Insurance. During the term of this Agreement and for any applicable continuation period as set
forth in Section 8.3 of this Agreement, Provider and each Contracted Provider shall maintain policies of general and
professional liability insurance and other insurance necessary to insure Provider and such Contracted Provider,
respectively; their respective employees; and any other person providing services hereunder on behalf of Provider
or such Contracted Provider, as applicable, against any claim(s) of personal injuries or death alleged to have been
caused or caused by their performance under this Agreement. Such insurance shall include, but not be limited to,
any "tail" or prior acts coverage necessary to avoid any gap in coverage. Insurance shall be through a licensed
carrier acceptable to Health Plan, and in a minimum amount of one million dollars ($1,000,000) per occurrence,
and three million dollars ($3,000,000) in the aggregate unless a lesser amount is accepted by Health Plan or where
State law mandates otherwise. Provider and each Contracted Provider will provide Health Plan with at least fifteen
(15) days prior written notice of cancellation, non-renewal, lapse, or adverse material modification of such
coverage. Upon Health Plan's request, Provider and each Contracted Provider will furnish Health Plan with
evidence of such insurance.
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6.2.
Indemnification by Provider and Contracted Provider. Provider and each Contracted Provider shall
indemnify and hold harmless (and at Health Plan's request defend) Company and Payor and all of their respective
officers, directors, agents and employees from and against any and all third party claims for any loss, damages,
liability, costs, or expenses (including reasonable attorney's fees) judgments or obligations arising from or relating
to any negligence, wrongful act or omission, or breach of this Agreement by Provider, a Contracted Provider, or
any of their respective officers, directors, agents or employees.
6.3.
Indemnification by Health Plan. Health Plan agrees to indemnify and hold harmless (and at
Provider's request defend) Provider, Contracted Providers, and their officers, directors, agents and employees from
and against any and all third party claims for any loss, damages, liability, costs, or expenses (including reasonable
attorney's fees), judgments, or obligations arising from or relating to any negligence, wrongful act or omission or
breach of this Agreement by Company or its directors, officers, agents or employees.
ARTICLE VII - DISPUTE RESOLUTION
7.1. Informal Dispute Resolution. Any dispute between Provider and/or a Contracted Provider, as
applicable (the "Provider Party"), and Health Plan and/or Company, as applicable (including any Company acting
as Payor) (the "Administrator Party"), with respect to or involving the performance under, termination of, or
interpretation of this Agreement, or any other claim or cause of action hereunder, whether sounding in tort, contract
or under statute (a "Dispute") shall first be addressed by exhausting the applicable procedures in the Provider
Manual pertaining to claims payment, credentialing, utilization management, or other programs. If, at the
conclusion of these applicable procedures, the matter is not resolved to satisfaction of the Provider Party and the
Administrator Party, or if there are no applicable procedures in the Provider Manual, then the Provider Party and
the Administrator Party shall engage in a period of good faith negotiations between their designated representatives
who have authority to settle the Dispute, which negotiations may be initiated by either the Provider Party or the
Administrator Party upon written request to the other, provided such request takes place within one year of the date
on which the requesting party first had, or reasonably should have had, knowledge of the event(s) giving rise to the
Dispute. If the matter has not been resolved within sixty (60) days of such request, either the Provider Party or the
Administrator Party may, as its sole and exclusive forum for the litigation of the Dispute or any part thereof, initiate
arbitration pursuant to Section 7.2 below by providing written notice to the other party.
7.2.
Arbitration. If either the Provider Party or the Administrator Party wishes to pursue the Dispute as
provided in Section 7.1, such party shall submit it to binding arbitration conducted in accordance with the
Commercial Arbitration Rules of the American Arbitration Association ("AAA"). In no event may any arbitration
be initiated more than one (1) year following, as applicable, the end of the sixty (60) day negotiation period set
forth in Section 7.1, or the date of notice of termination. Arbitration proceedings shall be conducted by an
arbitrator chosen from the National Healthcare Panel at a mutually agreed upon location within the State. The
arbitrator shall not award any punitive or exemplary damages of any kind, shall not vary or ignore the provisions of
this Agreement, and shall be bound by controlling law. The Parties and the Contracted Providers, on behalf of
themselves and those that they may now or hereafter represent, agree to and do hereby waive any right to pursue,
on a class basis, any Dispute. Each of the Provider Party and the Administrator Party shall bear its own costs and
attorneys' fees related to the arbitration except that the AAA's Administrative Fees, all Arbitrator Compensation
and travel and other expenses, and all costs of any proof produced at the direct request of the arbitrator shall be
borne equally by the applicable parties, and the arbitrator shall not have the authority to order otherwise. The
existence of a Dispute or arbitration proceeding shall not in and of itself constitute cause for termination of this
Agreement. Except as hereafter provided, during an arbitration proceeding, each of the Provider Party and the
Administrator Party shall continue to perform its obligations under this Agreement pending the decision of the
arbitrator. Nothing herein shall bar either the Provider Party or the Administrator Party from seeking emergency
injunctive relief to preclude any actual or perceived breach of this Agreement, although such party shall be
obligated to file and pursue arbitration at the earliest reasonable opportunity. Judgment on the award rendered may
be entered in any court having jurisdiction thereof. Nothing contained in this Article VII shall limit a Party's right
to terminate this Agreement with or without cause in accordance with Section 8.2.
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ARTICLE VIII - TERM AND TERMINATION
8.1.
Term. This Agreement is effective as of the Health Plan Effective Date, and will remain in effect
for an initial term ("Initial Term") of three (3) year(s), after which it will automatically renew for successive terms
of one (1) year each (cach a "Renewal Term"), unless this Agreement is sooner terminated as provided in this
Agreement or either Party gives the other Party written notice of non-renewal of this Agreement not less than one
hundred eighty (180) days prior to the end of the then-current term. In addition, either Party may elect to not renew
a Contracted Provider's participation as a Participating Provider in a particular Product for the next Renewal Term,
by giving Provider written notice of such non-renewal not less than one hundred eighty (180) days prior to the, as
applicable, last day of the Initial Term or applicable Renewal Term; in such event, Provider shall immediately
notify the affected Contracted Provider of such non-renewal. Termination of any Contracted Provider's
participation in a particular Product will not have the effect of terminating either this Agreement or the Contracted
Provider's participation in any other Product in which the Contract Provider participates under this Agreement.
8.2.
Termination. This Agreement, or the participation of Provider or a Contracted Provider as a
Participating Provider in one or more Products, may be terminated or suspended as set forth below.
8.2.1. Upon Notice. This Agreement may be terminated by either Party giving the other Party at
least one hundred eighty (180) days prior written notice of such termination. The participation of any Contracted
Provider as a Participating Provider in a Product may be terminated by either Party giving the other Party at least
one hundred eighty (180) days prior written notice of such termination; in such event, Provider shall immediately
notify the affected Contracted Provider of such termination.
8.2.2. With Cause. This Agreement, or the participation of any Contracted Provider as a
Participating Provider in one or more Products under this Agreement, may be terminated by either Party giving at
least ninety (90) days prior written notice of termination to the other Party if such other Party (or the applicable
Contracted Provider) is in breach of any material term or condition of this Agreement and such other Party (or the
Contracted Provider) fails to cure the breach within the sixty (60) day period immediately following the giving of
written notice of such breach. Any notice given pursuant to this Section 8.2.2 must describe the specific breach. In
the case of a termination of a Contracted Provider, Provider shall immediately notify the affected Contracted
Provider of such termination.
8.2.3. Suspension of Participation. Unless expressly prohibited by applicable Regulatory
Requirements, Health Plan has the right to immediately suspend or terminate the participation of a Contracted
Provider in any or all Products by giving written notice thereof to Provider when Health Plan determines that (i)
based upon available information, the continued participation of the Contracted Provider appears to constitute an
immediate threat or risk to the health, safety or welfare of Medicaid Managed Carc Members, or (ii) the Contracted
Provider's fraud, malfeasance or non-compliance with Regulatory Requirements is reasonably suspected. Provider
shall immediately notify the affected Contracted Provider of such suspension. During such suspension, the
Contracted Provider shall, as directed by Health Plan, discontinue the provision of all or a particular Covered
Service to Medicaid Managed Care Members. During the term of any suspension, the Contracted Provider shall
notify Medicaid Managed Care Members that his or her status as a Participating Provider has been suspended.
Such suspension will continue until the Contracted Provider's participation is reinstated or terminated.
8.2.4. Insolvency. This Agreement may be terminated immediately by a Party giving written
notice thereof to the other Party if the other Party is insolvent or has bankruptcy proceedings initiated against it.
8.2.5. Credentialing. The status of a Contracted Provider as a Participating Provider in one or
more Products may be terminated immediately by Health Plan giving written notice thereof to Provider if the
Contracted Provider fails to adhere to Company's or Payor's credentialing criteria, including, but not limited to, if
the Contracted Provider (i) loses, relinquishes, or has materially affected its license to provide Covered Services in
the State, (ii) fails to comply with the insurance requirements set forth in this Agreement; or (iii) is convicted of a
criminal offense related to involvement in any state or federal health care program or has been terminated,
suspended, barred, voluntarily withdrawn as part of a settlement agreement, or otherwise excluded from any state or
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federal health care program. Provider shall immediately notify the affected Contracted Provider of such
termination.
8.3.
Effect of Termination. After the effective date of termination of this Agreement or a Contracted
Provider's participation in a Product, this Agreement shall remain in effect for purposes of those obligations and
rights arising prior to the effective date of termination. Upon such a termination, each affected Contracted Provider
(including Provider, if applicable) shall (i) continue to provide Covered Services to Medicaid Managed Care
Members in the applicable Product(s) during the longer of the ninety (90) day period following the date of such
termination or such other period as may be required under any Regulatory Requirements, and, if requested by
Company, each affected Contracted Provider (including Provider, if applicable) shall continue to provide, as a
Participating Provider, Covered Services to Medicaid Managed Care Members until such Medicaid Managed Care
Members are assigned or transferred to another Participating Provider in the applicable Product(s), and (ii) continue
to comply with and abide by all of the applicable terms and conditions of this Agreement, including, but not limited
to, Section 4.4 (Hold Harmless) hereof, in connection with the provision of such Covered Services during such
continuation period. During such continuation period, each affected Contracted Provider (including Provider, if
applicable) will be compensated in accordance with this Agreement and shall accept such compensation as payment
in full.
8.4.
Survival of Obligations. All provisions hereof that by their nature are to be performed or complied
with following the expiration or termination of this Agreement, including without limitation Sections 3.8, 3.10, 4.2,
4.4, 4.5, 5.2, 6.1, 6.2, 6.3, 7.2, 8.3, and 8.4 and Article IX, survive the expiration or termination of this Agreement.
ARTICLE IX - ISCELLANEOUS
9.1.
Relationship of Parties. The relationship between or among Health Plan, Company, Provider, and
any Contracted Provider hereunder is that of independent contractors. None of the provisions of this Agreement
will be construed as creating any agency, partnership, joint venture, employee-employer, or other relationship.
References herein to the rights and obligations of any Company under this Agreement are references to the rights
and obligations of each Company individually and not collectively. A Company is only responsible for performing
its respective obligations hereunder with respect to a particular Product, Coverage Agreement, Payor Contract,
Covered Service or Medicaid Managed Care Member. A breach or default by an individual Company shall not
constitute a breach or default by any other Company, including but not limited to Health Plan.
9.2.
Conflicts Between Certain Documents. If there is any conflict between this Agreement and the
Provider Manual, this Agreement will control. In the event of any conflict between this Agreement and any
Product Attachment, the Product Attachment will control as to such Product.
9.3.
Assignment. This Agreement is intended to secure the services of and be personal to Provider and
may not be assigned, sublet, delegated, subcontracted or transferred by Provider without Health Plan's prior written
consent. Health Plan shall have the right, exercisable in its sole discretion, to assign or transfer all or any portion of
its rights or to delegate all or any portion of its interests under this Agreement or any Attachment to an Affiliate,
successor of Health Plan, or purchaser of the assets or stock of Health Plan, or the line of business or business unit
primarily responsible for carrying out Health Plan's obligations under this Agreement.
9.4.
Headings. The headings of the sections of this Agreement are inserted merely for the purpose of
convenience and do not limit, define, or extend the specific terms of the section so designated.
9.5.
Governing Law. The interpretation of this Agreement and the rights and obligations of Health Plan
Company, Provider and any Contracted Providers hereunder will be governed by and construed in accordance
with applicable federal and State laws.
9.6.
Third Party Beneficiary. This Agreement is entered into by the Parties signing it for their benefit,
as well as, in the case of Health Plan, the benefit of Company, and in the case of Provider, the benefit of each
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Contracted Provider. Except as specifically provided in Section 4.4 hereof, no Medicaid Managed Care Member or
third party, other than Company, will be considered a third party beneficiary of this Agreement.
9.7.
Amendment. Except as otherwise provided in this Agreement, this Agreement may be amended
only by written agreement of duly authorized representatives of the Parties.
9.7.1. Health Plan may amend this Agreement by giving Provider written notice of the
amendment to the extent such amendment is deemed necessary or appropriate by Health Plan to comply with any
Regulatory Requirements. Any such amendment will be deemed accepted by Provider upon the giving of such
notice.
9.7.2. Health Plan may amend this Agreement by giving Provider written notice (electronic or
paper) of the proposed amendment. Unless Provider notifies Health Plan in writing of its objection to such
amendment during the thirty (30) day period following the giving of such notice by Health Plan, Provider shall be
deemed to have accepted the amendment. If Provider objects to any proposed amendment to either the base
agreement or any Attachment, Health Plan may exclude one or more of the Contracted Providers from being
Participating Providers in the applicable Product (or any component program of, or Coverage Agreement in
connection with, such Product).
9.8.
Entire Agreement. All prior or concurrent agreements, promises, negotiations or representations
either oral or written, between Health Plan and Provider relating to a subject matter of this Agreement, which are
not expressly set forth in this Agreement, are of no force or effect.
9.9.
Severability. The invalidity or unenforceability of any terms or provisions hereof will in no way
affect the validity or enforceability of any other terms or provisions.
9.10. Waiver. The waiver by either Party of the violation of any provision or obligation of this
Agreement will not constitute the waiver of any subsequent violation of the same or other provision or obligation.
9.11. Notices. Except as otherwise provided in this Agreement, any notice required or permitted to be
given hercunder is deemed to have been given when such written notice has been personally delivered or deposited
in the United States mail, postage paid, or delivered by a service that provides written receipt of delivery, addressed
as follows:
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To Health Plan at:
To Provider at:
Attn: President
Attn: Sample Name 3
Sample Name 2, Inc.
Sample Name 1, PhD
123 Maple Street, Springfield
456 Oak Avenue, Greenville
Columbia, SC 29201
North Charleston, SC 29406
example.email@company.net
or to such other address as such Party may designate in writing. Notwithstanding the previous paragraph,
Health Plan may provide notices by electronic mail, through its provider newsletter or on its provider
website.
9.12. Force Majeure. Neither Party shall be liable or deemed to be in default for any delay or failure to
perform any act under this Agreement resulting, directly or indirectly, from acts of God, civil or military authority,
acts of public enemy, war, accidents, fires, explosions, earthquake, flood, strikes or other work stoppages by either
Party's employees, or any other similar cause beyond the reasonable control of such Party.
9.13. Proprietary Information. Each Party is prohibited from, and shall prohibit its Affiliates and
Contracted Providers from, disclosing to a third party the substance of this Agreement, or any information of a
confidential nature acquired from the other Party (or Affiliate or Contracted Provider thereof) during the course of
this Agreement, except to agents of such Party as necessary for such Party's performance under this Agreement, or
as required by a Payor Contract or applicable Regulatory Requirements. Provider acknowledges and agrees that all
information relating to Company's programs, policies, protocols and procedures is proprietary information and
Provider shall not disclose such information to any person or entity without Health Plan's express written consent.
9.14.
Authority. The individuals whose signatures are set forth below represent and warrant that they are
duly empowered to execute this Agreement. Provider represents and warrants that it has all legal authority to
contract on behalf of and to bind all Contracted Providers to the terms of the Agreement with Health Plan.
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THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION
THAT MAY BE ENFORCED BY THE PARTIES.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement effective as of the date set forth
beneath their respective signatures.
HEALTH PLAN:
PROVIDER:
Sample Name2, Inc.
Sample Name1, PhD
(Legibly Print Name of Provider)
It
Authorized Signature:
Smith
Authorized Signature:
Print Name:-First Last
Print Name: Sample Name1, PhD
Title: Plan President and CEO
Title: Clinical Psychologist
Signature Date:
11/1/18
Signature Date: 6-15-18
ECM #: 123456
Tax Identification Number: 123456789
[
To be completed by Health Plan only:
State Medicaid Number AB1234
Effective Date:
SEP 0 7 2018
National Provider Identifier: 1234567890
I
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PARTICIPATING PROVIDER AGREEMENT
SCHEDULE A
CONTRACTED PROVIDER-SPECIFIC PROVISIONS
Provider and Contracted Providers shall comply with the applicable provisions of this Schedule A.
1
Hospitals. If Provider or a Contracted Provider is a hospital ("Hospital"), the following provisions
apply.
1.1
24 Hour Coverage. Each Hospital shall be available to provide Covered Services to
Medicaid Managed Care Members twenty-four (24) hours per day, seven (7) days per week.
1.2
Emergency Care. Each Hospital shall provide Emergency Care (as hereafter defined) in
accordance with Regulatory Requirements. The Contracted Provider shall notify Company's medical management
department of any emergency room admissions by electronic file sent within twenty-four (24) hours or by the next
business day of such admission. "Emergency Care" (or derivative thereof) has, as to each particular Product, the
meaning set forth in the applicable Coverage Agreement or Product Attachment. If there is no definition in such
documents, "Emergency Care" means inpatient and/or outpatient Covered Services furnished by a qualified
provider that are needed to evaluate or stabilize an Emergency Medical Condition. "Emergency Medical
Condition" means a medical condition manifesting itself by acute symptoms of sufficient severity (including severe
pain) that a prudent layperson, who possesses an average knowledge of health and medicine, could reasonably
expect the absence of immediate medical attention to result in the following: (i) placing the health of the individual
(or, with respect to a pregnant woman, the health of the woman or her unborn child) in serious jeopardy; (ii) serious
impairment to bodily functions; or (iii) serious dysfunction of any bodily organ or part.
1.3
Staff Privileges. Each Hospital shall assist in granting staff privileges or other appropriate
access to Company's Participating Providers who are qualified medical or ostcopathic physicians, provided they
meet the reasonable standards of practice and credentialing standards established by the Hospital's medical staff
and bylaws, rules, and regulations.
1.4
Discharge Planning. Each Hospital agrees to cooperate with Company's system for the
coordinated discharge planning of Medicaid Managed Care Members, including the planning of any necessary
continuing care.
1.5
Credentialing Criteria. Each Hospital shall (a) currently, and for the duration of this
Agreement, remain accredited by the Joint Commission or American Osteopathic Association, as applicable; and
(b) ensure that all employees of Hospital perform their duties in accordance with all applicable local, State and
federal licensing requirements and standards of professional ethics and practice.
2
Practitioners. If Provider or Contracted Provider is a physician or other health care practitioner
(including physician extenders) ("Practitioner"), the following provisions apply.
2.1
Contracted Professional Qualifications. At all times during the term of this Agreement,
Practitioner shall, as applicable, maintain medical staff membership and admitting privileges with at least one
hospital that is a Participating Provider ("Participating Hospital") with respect to each Product in which the
Practitioner participates. Upon Company's request, Practitioner shall furnish evidence of the foregoing to
Company. If Practitioner does not have such admitting privileges, Provider or the Practitioner shall provide
Company with a written statement from another Participating Provider who has such admitting privileges, in good
standing, certifying that such individual agrees to assume responsibility for providing inpatient Covered Services to
Medicaid Managed Care Members who are patients of the applicable Practitioner.
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2.2
Acceptance of New Patients. To the extent that Practitioner is accepting new patients, such
Practitioner must also accept new patients who are Medicaid Managed Care Members with respect to the Products
in which such Practitioner participates. Practitioner shall notify Company in writing forty-five (45) days prior to
such Practitioner's decision to no longer accept Medicaid Managed Care Members with respect to a particular
Product. In no event will an established patient of any Practitioner be considered a new patient.
2.3
Preferred Drug List/Drug Formulary. If applicable to the Medicaid Managed Care
Member's coverage, Practitioners shall use commercially reasonable efforts, when medically appropriate under the
circumstances, to comply with formulary or preferred drug list when prescribing medications for Medicaid
Managed Care Members.
3
Ancillary Providers. If Provider or Contracted Provider is an ancillary provider (including but not
limited to a home health agency, durable medical equipment provider, sleep center, pharmacy, ambulatory surgery
center, nursing facility, laboratory or urgent care center) ("Ancillary Provider"), the following provisions apply.
3.1
Acceptance of New Patients. To the extent that Ancillary Provider is accepting new
patients, such Ancillary Provider must also accept new patients who are Medicaid Managed Care Members with
respect to the Products in which such Ancillary Provider participates. Ancillary Provider shall notify Company in
writing forty-five (45) days prior to such Ancillary Provider's decision to no longer accept Medicaid Managed Care
Members with respect to a particular Product. In no event will an established patient of any Ancillary Provider be
considered a new patient.
4
FQHC. If Provider or a Contracted Provider is a federally qualified health center ("FQHC"), the
following provision applies.
4.1
FOHC Insurance. To the extent FQHC's employees are deemed to be federal employees
qualified for protection under the Federal Tort Claims Act ("FTCA") and Health Plan has been provided with
documentation of such status issued by the U.S. Department of Health and Human Services (such status to bc
referred to as "FTCA Coverage"), Section 6.1 of this Agreement will not apply to those Contracted Providers with
FTCA Coverage. FQHC shall provide evidence of such FTCA Coverage to Health Plan at any time upon request.
FQHC shall promptly notify Health Plan if, any time during the term of this Agreement, any Contracted Provider is
no longer eligible for, or if FQHC becomes aware of any fact or circumstance that would jeopardize, FTCA
Coverage. Section 6.1 of this Agreement will apply to a Contracted Provider immediately upon such Contracted
Provider's loss of FTCA Coverage for any reason.
5
HCBS Providers. If a Provider or a Contracted Provider provides Home and Community-Based
Services ("HCBS"), the following provisions apply.
5.1
CLTC Provider Manual. Provider shall provide Covered Services in accordance with the
terms of the Division of Community Long Term Care ("CLTC") Provider Manual.
5.2
HCBS Waiver Authorization. Provider shall not provide HCBS Covered Services to
Medicaid Managed Care Members without the required HCBS waiver authorization.
5.3
Conditions for Reimbursement. No payment shall be made to the Provider unless the
Provider has strictly conformed to the policies and procedures of the HCBS Waiver Program, including but not
limited to not providing HCBS Covered Services without prior authorization of Health Plan. For the purposes of
this Exhibit, "HCBS Waiver Program" shall mean any special Medicaid program operated under a waiver approved
by the Centers for Medicare and Medicaid Services which allows the provision of a special package of approved
services to Medicaid Managed Care Members.
5.4
Acknowledgement. Health Plan acknowledges that Provider is a provider of HCBS
Covered Services and is not necessarily a provider of medical or health care services. Nothing in this Agreement is
intended to require Provider to provide medical or health care services that Provider does not routinely provide.
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5.5
Notification Requirements. Provider or the applicable Contracted Provider shall provide
the following notifications to Health Plan, via written notice or via telephone contact at a number to be provided by
Health Plan, within the following time frames:
a)
Provider or the applicable Contracted Provider shall notify Health Plan of a Medicaid
Managed Care Member's visit to the emergency department of any hospital, or of a Medicaid Managed Care
Member's hospitalization, within 24 hours of becoming aware of such visit or hospitalization.
b)
Provider or the applicable Contracted Provider shall notify Health Plan of any change to a
Medicaid Managed Care Member's plan of care and/or service plan, within 24 hours of becoming aware of such
change.
c)
Provider or the applicable Contracted Provider shall notify Health Plan if a Medicaid
Managed Care Member misses an appointment with Provider, within 24 hours of becoming aware of such missed
appointment.
d)
Provider or the applicable Contracted Provider shall notify Health Plan of any change in a
Medicaid Managed Care Member's medical or behavioral health condition, within 24 hours of becoming aware of
such change. (Examples of changes in condition are set forth in the Provider Manual.)
e)
Provider or the applicable Contracted Provider shall notify Health Plan of any safety issue
identified by Provider or Contracted Provider or its agent or subcontractor, within 24 hours of the identification of
such safety issue. (Examples of safety issues are set forth in the Provider Manual.)
f)
Provider or the applicable Contracted Provider shall notify Health Plan of any change in
Provider's or Contracted Provider's key personnel, within 24 hours of such change.
5.6
Minimum Data Set. If Contracted Provider is a nursing facility, Provider or such
Contracted Provider shall submit to Health Plan or its designee the Minimum Data Set as defined by CMS and
required under federal law and Health Plan policy as it relates to all Medicaid Managed Care Members who are
residents in Contracted Provider's facility. Such submission shall be via electronic mail, facsimile transmission, or
other manner and format reasonably requested by Health Plan.
5.7
Quality Improvement Plan. Each Contracted Provider shall participate in Health Plan's
HCBS quality improvement plan. Each Contracted Provider shall permit Health Plan to access such Contracted
Providers' assessment and quality data upon reasonable advance notice, which may be given by electronic mail.
5.8
Electronic Visit Verification. If Contracted Provider is a personal care aide, Contracted
Provider shall comply with Health Plan's electronic visit verification system requirements where applicable.
5.9
Criminal Background Checks. Provider shall conduct a criminal background check on
each Contracted Provider prior to the commencement of services under this Agreement and as requested by Health
Plan thereafter. Provider shall provide the results of such background checks to Health Plan within a reasonable
time period following the completion thereof. Provider agrees to immediately notify Health Plan of any criminal
convictions of any Contracted Provider. Provider shall pay any costs associated with such criminal background
checks.
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PARTICIPATING PROVIDER AGREEMENT
SCHEDULE B
PRODUCT PARTICIPATION
Provider will be designated as a "Participating Provider" in the Medicaid Managed Care Program as of the date of
successful completion of credentialing in accordance with this Agreement.
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PARTICIPATING PROVIDER AGREEMENT
SCHEDULE C-1
CONTRACTED PROVIDERS
NOTE: This Schedule is intended to capture all groups, clinics and facilities participating under the Agreement
(i.e., are Contracted Providers under this Agreement) as of the Effective Date.
PPA (SC) - Medicaid STD 05/01/2017
Page 28 of 33


-------Table Start--------
b3b918fd-5a39-42be-a9b5-b9f691ab3b95
[['ENTITY/GROUP/CLINIC/FACILITY NAME', 'TAX ID #', 'NPI #'], ['Sample name 1, PhD', '123456789', '1234567890'], [None, None, None], [None, None, None], [None, None, None], [None, None, None], [None, None, None], [None, None, None], [None, None, None], [None, None, None], [None, None, None], [None, None, None], [None, None, None], [None, None, None], [None, None, None], [None, None, None], [None, None, None], [None, None, None], [None, None, None], [None, None, None], [None, None, None], [None, None, None], [None, None, None], [None, None, None], [None, None, None], [None, None, None], [None, None, None], [None, None, None], [None, None, None], [None, None, None], [None, None, None], [None, None, None], [None, None, None], [None, None, None], [None, None, None], [None, None, None]]
 SCHEDULE C-1 CONTRACTED PROVIDERS NOTE: This Schedule is intended to capture all groups, clinics and facilities participating under the Agreement (i.e., are Contracted Providers under this Agreement) as of the Effective Date.
-------Table End--------

Start of Page No. = 29
PARTICIPATING PROVIDER AGREEMENT
SCHEDULE C-2
Covered Services to be provided include the following (check all that apply):
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-------Table Start--------
213df661-696e-4b3b-811c-31e0a9d5980c
[['COVERED SERVICE APPLICABLE ONLY IF CHECKED', 'COVERED SERVICES', 'REMARKS'], [None, 'Ambulatory Surgical Services', None], [None, 'Audiology Services', None], [None, 'Childbirth Education Services', None], [None, 'Chiropractic Services', None], [None, 'Corneal Transplants', None], [None, 'Developmental Evaluation Services', None], [None, 'Dialysis, Outpatient', 'Limited to Emergent'], [None, 'Durable Medical Equipment and Supplies', None], [None, 'Early and Periodic Screening, Diagnostic, and Treatment Services', None], [None, 'Emergency Transportation Services', None], [None, 'Emergency Services', None], [None, 'Family Planning Services', None], [None, 'Federally Qualified Health Center Services', None], [None, 'Home and Community Based Services (HCBS)', None], [None, 'Home Health Services', None], [None, 'Hospice Services', None], [None, 'Inpatient Hospital Services', None], [None, 'Laboratory Services', 'See Physician Office STAT Lab list found in Provider Manual'], [None, 'Radiological Services', 'Management of high cost diagnostic/imaging services, including CTs, MRIs, MRAs, PETs and Nuclear Cardiology services, performed in the outpatient setting require prior authorization from care coordination vendor'], ['X', 'Mental Health/Drug Abuse Assessment Services', None], [None, 'Nurse Midwife Services', None], [None, 'Nurse Practitioner Services', None], [None, 'Nursing Facility Services', None], [None, 'Obstetrical Services', None], [None, 'Occupational Therapy Services', None], [None, 'Orthotic and Prosthetic Services', None], [None, 'Oral Surgery', None]]
 PARTICIPATING PROVIDER AGREEMENT SCHEDULE C-2 Covered Services to be provided include the following (check all that apply):
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-------Table Start--------

[['COVERED SERVICE APPLICABLE ONLY IF CHECKED', 'COVERED SERVICES', 'REMARKS'], [None, 'Outpatient Hospital Services', None], [None, 'Pharmacy Services', 'Specialty drugs and injectibles obtained from specialty pharmaceutical vendor'], [None, 'Physical Therapy Services', None], [None, 'Physician Services', None], [None, 'Podiatric Services', None], [None, 'Pregnancy-Related Services', None], [None, 'Intermittent Home Nursing Services', None], [None, 'Rural Health Clinic Services', None], [None, 'Speech Therapy Services', None], [None, 'Swing Bed Services', None], [None, 'Urgent Care', None]]
None
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Attachment A: Medicaid
EXHIBIT 1
COMPENSATION SCHEDULE
PRACTITIONER SERVICES
BEHAVIORAL HEALTH
Sample Name1, PhD
This compensation schedule ("Compensation Schedule") sets forth the maximum reimbursement amounts for
behavioral health Covered Services provided by Contracted Providers to Medicaid Managed Care Members
enrolled in a Medicaid Product. Where the Contracted Provider's tax identification number ("TIN") has been
designated by the Payor as subject to this Compensation Schedule, Payor shall pay or arrange for payment of a
Clean Claim for Covered Services rendered by the Contracted Provider according to the terms of, and subject to the
requirements set forth in, the Agreement and this Compensation Schedule. Payment under this Compensation
Schedule shall consist of the Allowed Amount as set forth herein less all applicable Cost-Sharing Amounts. All
capitalized terms used in this Compensation Schedule shall have the meanings set forth in the Agreement, the
applicable Product Attachment, or the Definitions section set forth at the end of this Compensation Schedule.
The maximum compensation for practitioner Covered Services rendered to a Medicaid Managed Care Member,
shall be the "Allowed Amount." Except as otherwise provided in this Compensation Schedule, the Allowed
Amount for practitioner Covered Services is the lesser of: (i) Allowable Charges; or (ii) one hundred percent
(100%) of the Payor's Medicaid fee schedule.
If there is no established payment amount on the Payor's Medicaid fee schedule for a Covered Service provided to
a Medicaid Managed Care Member, Payor may establish a payment amount to apply in determining the Allowed
Amount. Until such time as Payor establishes such a payment amount, the maximum compensation shall be twenty
five percent (25%) of Allowable Charges.
Additional Provisions:
1. Code Change Updates. Payor utilizes nationally recognized coding structures (including, without limitation,
revenue codes, CPT codes, HCPCS codes, ICD codes, national drug codes, ASA relative values, etc., or their
successors) for basic coding and descriptions of the services rendered. Updates to billing-related codes shall
become effective on the date ("Code Change Effective Date") that is the later of: (i) the first day of the month
following sixty (60) days after publication by the governmental agency having authority over the applicable
Product of such governmental agency's acceptance of such code updates, (ii) the effective date of such code
updates as determined by such governmental agency or (iii) if a date is not established by such governmental
agency or the applicable Product is not regulated by such governmental agency, the date that changes are made
to nationally recognized codes. Such updates may include changes to service groupings. Claims processed
prior to the Code Change Effective Date shall not be reprocessed to reflect any such code updates.
2. Fee Change Updates. Updates to the fee schedule shall become effective on the effective date of such fee
schedule updates, as determined by the Payor ("Fee Change Effective Date"). The date of implementation of
any fee schedule updates, i.e. the date on which such fee change is first used for reimbursement ("Fee Change
Implementation Date"), shall be the later of: (i) the first date on which Payor is reasonably able to implement
the update in the claims payment system; or (ii) the Fee Change Effective Date. Claims processed prior to the
Fee Change Implementation Date shall not be reprocessed to reflect any updates to such fee schedule, even if
service was provided after the Fee Change Effective Date.
3.
Claim Form - Professional. Contracted Provider when submitting outpatient or professional claims (billed on a
CMS-1500 claim form, or its successor) spanning multiple dates of service: (i) is required to identify each date
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of service; and (ii) must contain modifiers as identified in the Provider Manual. Applicable modifiers should be
placed in the first modifier field for claims payment.
4. Primary Contact Billing. If Medicaid Managed Care Member sees more than one health care professional
during an encounter, the NPI billed on the CMS-1500 claim form, or its successor form, should indicate the
primary contact. The primary contact is defined as the health care professional who spends the greatest amount
of time with the client during services.
5. Provider Type. Services must be provided by the appropriate provider type or specialty as defined in the
Provider Manual.
6. Modifiers. Unless specifically indicated otherwise, fee amounts listed in the fee schedule represent global fees
and may be subject to reductions based on appropriate Modifier (for example, professional and technical
modifiers). As used in the previous sentence, "global fees" refers to services billed without a Modifier, for
which the fee amount includes both the professional component and the technical component. Modifiers must
be used as appropriate and be specific to primary contact, as applicable.
7. Place of Service Pricing Rules. This fee schedule follows CMS guidelines for determining when services are
priced at the facility or non-facility fee schedule.
8.
Provider Documentation. Provider is required to maintain treatment plans, progress notes, and other similar
documentation as identified in the Provider Manual.
9. Authorizations. Authorization requirements are as defined in this Agreement or in the Provider Manual.
Service limits, unless specified in this Compensation Schedule, are as defined by the Provider Manual.
10. Level of Care. All reimbursement under this Compensation Schedule shall correspond to the level of care
authorized by Payor.
11. Payment under this Compensation Schedule. All payments under this Compensation Schedule are subject to
the terms and conditions set forth in the Agreement, the Provider Manual and any applicable billing manual and
claims processing policies.
Definitions:
1. Allowable Charges means a Contracted Provider's billed charges for services that qualify as Covered Services.
2.
Allowed Amount means the amount designated as the maximum amount payable to a Contracted Provider for
any particular Covered Service provided to any particular Medicaid Managed Care Member, pursuant to
this
Agreement or its Attachments for Covered Services.
3.
Contracted Provider means a physician, hospital, health care professional or any other provider of items or
services that is employed by or has a contractual relationship with Provider, also known in the Agreement as
"Group", "Practitioner" or "Facility". The term "Contracted Provider" includes Provider for those Covered
Services provided by Provider.
4. Cost-Sharing Amounts means any amounts payable by a Medicaid Managed Care Member, such as
copayments, cost-sharing, coinsurance, deductibles or other amounts that are the Medicaid Managed Care
Member's financial responsibility under the applicable Coverage Agreement, if applicable.
5.
Per Encounter includes all services rendered to a Medicaid Managed Care Member within a 23-hour period
unless paid on the basis of an all-inclusive Per Diem rate or DRG pricing methodology, including, but not
limited to, physician and other professional fees billed by the Facility, nursing care, diagnostic and therapeutic
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facility and ancillary services, and, if applicable, room and board charges.
services, durable medical equipment, supplies (including, but not limited to anesthesia supplies), medications,
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