IPA and Primary Care (PCP) &/or Specialist (SPC) Physician Agreement
& Business Associate Agreement (BAA)
Agreement made as of the date signed below between COAIM Health IPA Inc., a New York professional services
corporation (the "Company") and the "Physician" ______________________________________________________,
WHEREAS, the Company has agreed to provide for delivery of medically necessary services to members (the "Members") of one or more managed health care plans (each, a "Plan") that have entered into agreements with the Company; and
WHEREAS, the Physician is a physician licensed to practice medicine in the State of New York; and
WHEREAS, the Company desires to contract with the Physician for the services of the Physician, and the Physician desires to provide the Physician's services to the Company, on the terms and subject to the conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and obligations hereinafter set forth, the parties hereto, intending to be legally bound, do hereby agree as follows:
1. Medical Services and Term.
(a) The Company hereby agrees to utilize the services of the Physician, and the Physician hereby agrees to provide such services, on the terms and subject to the conditions hereinafter set forth. The Physician hereby agrees that such services will be rendered faithfully, industriously and to the best of the Physician's ability, and that the Physician will devote substantially all of the Physician's knowledge and skills and an appropriate amount of the Physician's business time, attention and energy to the performance of such services.
(b) The term of this Agreement shall commence as of the date hereof and, unless sooner terminated in the manner as hereinafter provided, shall continue until the first anniversary of the date hereof (the "Initial Term"), and thereafter for additional one-year terms (each an "Additional Term") unless either party notifies the other in writing of its intention not to renew this Agreement not less than sixty (60) days prior to the expiration of the Initial Term or any Additional Term.
(a) During the Initial Term and each Additional Term, the Physician shall serve the Company in the capacity of a Physician, and shall be available to provide medically necessary services to Members on a 24-hour per day, 365-day per year basis; provided, however, the Physician shall not be required to provide services exclusively to Members.
(b) The PCP Physician shall have primary responsibility for providing and coordinating the overall medical care of each of such Physician's Members, including appropriate referral to specialists, hospitals and other providers in the Company's service system. In addition, in the case of services provided to Members of an Insurance Plan, Physician shall have the responsibilities and obligation to provide services listed within their Addendums and Schedules. The SPC Physician shall only perform services previously authorized by a primary care physician, unless emergency care is necessary.
(c) The Physician will comply with such administrative, patient referral, admission pre- certification, Member treatment, utilization review, quality assurance and reimbursement procedures as may be adopted by the Company from time to time.
(d) The Physician shall cooperate and participate in such peer review programs, including utilization review and quality assurance programs, external audit systems, and administrative and grievance procedures, as may be established by the Company from time to time. The Physician shall comply with and abide by all final determinations rendered by the Company's peer review programs or grievance procedures.
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(e) The Physician agrees that all services performed for Members by the Physician shall be consistent with the proper practice of medicine and in accordance with the customary rules of ethics and conduct of the American Medical Association and such other bodies, formal or informal, governmental or otherwise, from which physicians seek advice and guidance or to which they are subject to licensing and control. The Physician shall immediately notify the Company in writing if any medical license, Board certification, Drug Enforcement Agency license or hospital privileges applicable to the Physician is ever revoked or restricted.
(f) With the consent of the Board of Directors, which consent may be withheld for any reason, the Physician shall have the right to hire or contract for the services of other physicians licensed to practice medicine in the State of New York, with the qualifications set forth in Section 9(a) and in the same area of medical practice as the Physician to assist the Physician in the performance of the Physician’s duties hereunder: provided however that the Board of Directors shall have the right, but not the obligation, to waive the requirement as to one or more of such qualifications on a case-by-case basis. Notwithstanding the foregoing, the physician shall remain primarily responsible for the medical care provided to each of the Members.
(g) The Physician shall admit Members requiring elective hospital services only to hospitals approved by the Plan.
(h) Physician agrees that the Company and the Plan may use Physician's name, address, and telephone number, as appropriate and necessary, in all advertising of the Company and/or the Plan.
(i) Physician may opt out of any plans offered, within 30 days of being notified of each new MCO (Managed Care Organization) insurance plan contract.
In consideration for the performance by the Physician of the obligations required hereunder and for the execution and delivery of this agreement, the Company shall pay to the Physician and the Physician agrees to accept, the following amounts:
(a) A monthly or a quarterly amount, paid in respect of a given month during the term hereof no later than the end of the immediately succeeding month, equal to the amount set forth on in each MCO contract; provided, however, that the Board of Directors shall have the right to determine from time to time, in its sole discretion, to increase or decrease the amount payable to Physician under this Section 3(a), based on demographic variations, technological advances, alterations or amendments made with respect to the Company's arrangements with one or more Plans, and other heretofore unforeseen circumstances.
(b) For relevant SPC Physicians, an amount will be paid equal to the Insurance Plan’s fee-for service commercial rate for the particular specialist service in effect at the time the service was provided to the particular patient.
(c) An additional amount, may be paid, at the Company's sole and absolute discretion, in the form of bonus to incentivize Physician toward enhanced efficiency in handling and coverage of Members, quality care and utilization procedures.
(d) Physician shall at no time seek compensation from Members, their eligible dependents, the City of New York or other political subdivision of the State of New York. Physician agrees that: (a) this provision shall survive the termination of this Agreement regardless of the cause giving rise to termination and shall be construed to be for the benefit of the Members and (b) this provision supersedes any oral or written contrary agreement now existing or hereafter entered into between Physician and any Member, or persons acting on the Member's behalf.
4. Permanent Disability and Death.
(a) In the event of the permanent disability (as hereinafter defined) of the Physician during the Initial Term or any Additional Term, the Company shall have the right, upon written notice to the Physician to terminate this Agreement, effective upon the giving of such notice. Upon such termination, the Company shall have no further obligations hereunder (other than to pay any fees which accrued prior to the date of such termination), but the Physician shall continue to have the obligations provided in Section 5 hereof. For purposes of this paragraph, "permanent disability"
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shall be defined as any physical or mental disability or incapacity which renders the Physician incapable of fully performing the services required of the Physician in accordance with such Physician's obligations under Section 2 hereof for a period of 120 consecutive days or for shorter periods aggregating 120 days during any 52-week period.
(b) In the event of the death of the Physician during the Term of this Agreement, this Agreement shall automatically terminate and the Company shall have no further obligations hereunder (other than to pay any fees which accrued prior to the date of such termination).
5. Restrictive Covenants and Confidentiality.
(a) For the purposes hereof, "Business of the Company" shall mean the provision of medically necessary services to Members on a 24-hour per day, 365-day per year basis;
(b) The Physician agrees that during the Initial Term and any Additional Term and for a period of two years thereafter the Physician will not solicit, raid, entice or induce any person that currently is or at any time shall be a patient of any physician providing medical services to the Company to become a patient of any other person (other than an employee or service-provider of the Company), firm or corporation, and the Physician shall not approach any such person, firm or corporation for such purpose or authorize or knowingly approve the taking of such actions by any other person, firm or corporation or assist any such person, firm or corporation in taking such action; provided, however, that following the termination of this Agreement, this Section 5(b) shall not apply with respect to persons who are on the date hereof or subsequently become patients of the Physician (except that this Section 5(b) shall apply with respect to any person who becomes a patient of the Physician solely through a Plan).
(c) At all times following the execution of this Agreement (whether or not the Agreement is still in effect), the Physician will not use or disclose, furnish or make accessible to anyone, directly or indirectly, any Protected Information in any Unauthorized manner or for any Unauthorized purpose (as terms are hereinafter defined):
(i) as used in this Agreement, the term "Protected Information" shall mean trade secrets, confidential or proprietary information, and all other knowledge, know-how, information, documents or materials owned, developed or possessed by the Company, whether in tangible or intangible form, pertaining to the Business of the Company, the confidentiality of which the Company takes reasonable measures to protect, including, but not limited to, the identity of the Company's patients, business relationships, processes, techniques, machinery, contracts, financial information, business methods, future business plans, data bases, computer programs, designs, models, operating procedures, knowledge of the organization, and other information owned, developed or possessed by the Company; provided, however, that Protected Information shall not include information that shall become generally known to the public or the medical profession without violation of this Section 5.
(ii) as used in this Agreement, the term "Unauthorized" shall mean: (A) in contravention of the Company's policies or procedures; (B) otherwise inconsistent with the Company's measures to protect its interests in its Protected Information; (C) in contravention of any lawful instruction or directive; (D) in contravention of any duty existing under law or contract; or (E) to the detriment of the Company. Notwithstanding anything to the contrary contained in this Section 6, in the event that the Physician is required to disclose any Protected information by court order or decree or in compliance with the rules and regulations of a governmental agency or in compliance with law, the Physician will provide the Company with prompt notice of such required disclosure so that the Company may seek an appropriate protective order and/or waive the Physician's compliance with the provisions of this Section 5. If, in the absence of a protective order or the receipt of a waiver hereunder, the Physician is advised by the Physician's counsel that such disclosure is necessary to comply with such court order, decree, rule, regulation or law, the Physician may disclose such information without liability hereunder.
(d) The provisions of this Section 5 shall survive the termination of this Agreement irrespective of the reason therefor.
(e) The Physician acknowledges that the services to be rendered by the Physician are of a special, unique and extraordinary character and, in connection with such services, the Physician will have access to confidential information
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vital to the Company's businesses. By reason of this, the Physician consents and agrees that if the Physician violates any of the provisions of this Agreement, the Company would sustain irreparable harm and, therefore, in addition to any other
remedies which the Company may have under this Agreement or otherwise, the Company shall be entitled to an injunction from any court of competent jurisdiction restraining the Physician from committing or continuing any such violation of this Agreement. The Physician acknowledges that damages at law would not be an adequate remedy for violation of this Section 5, and the Physician therefore agrees that the provisions of this Section 5 may be specifically enforced against the Physician in any court of competent jurisdiction. Nothing contained herein shall be construed as prohibiting the Company from pursuing any other remedies available to the Company for such breach or threatened breach, including the recovery of damages from the Physician.
6. Consulting Relationship. The Company and the Physician agree that the relationship created hereunder is one of independent contractor. The Physician shall indemnify and hold the Company harmless against any workmen's compensation, Federal, state, local and/or other taxes or insurance required to be paid by the Physician in connection with the amounts paid by the Company hereunder.
(a) Unless the Physician dies or becomes permanently disabled within the meaning of Section 4 and except as provided in Section 7(d), the Company shall have no right to terminate this Agreement prior to the expiration of the Initial Term or any Additional Term except for cause, in which case this Agreement shall terminate immediately.
(b) For purposes of this Agreement, termination of this Agreement shall be deemed to be for 'cause' if:
(i) such termination shall have been as a result of fraud, material misrepresentation to the Board of Directors or the Company (such determination to be made by the Board of Directors in its reasonable judgment);
(ii) any of the representations and warranties contained in Section 9(b) is, or at any time becomes, untrue;
(iii) the Physician has been indicted for, convicted of or entered a plea of nolo contendere to, any felony or any misdemeanor involving moral turpitude;
(iv) there has been a material breach by the Physician of any of the provisions of Section 5 hereof.
(v) the Physician has materially failed to discharge such Physician's duties, responsibilities or obligations under this Agreement, including, without limitation, failure to comply with the Company's administrative, utilization review, quality assurance or other procedures; or
(c) If the Board of Directors determines to terminate this Agreement for cause pursuant to any of Sections 7(b)(i) through 7(b)(v), the Board of Directors shall notify (the "Termination Notice") the Physician in writing, and this Agreement shall terminate immediately upon such written notification.
(d) Either party may terminate this Agreement at any time upon sixty (60) days written notice to the other party.
(e) Upon termination of this Agreement, the Company shall pay to the Physician all accrued but unpaid fees to which the Physician is entitled pursuant to Section 3. Following such payment, the Company shall have no further obligations to the Physician and the Physician shall have no further obligations to the Company except pursuant to Section 5.
8. Transfer of Practice.
(a) The Physician shall have no right to sell, assign, transfer or otherwise dispose of the Physician's right to treat Members (the "Practice") except with consent of the Board of Directors. Any transfer in violation hereof shall be void and of no force or effect.
(b) Notwithstanding anything to the contrary contained herein, no such transaction shall be valid unless the purchaser shall have entered into an agreement with the Company on terms and conditions acceptable to the Board of Directors.
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9. Qualifications; Representations and Warranties.
(a) The Physician shall (i) be a physician licensed to practice medicine in the State of New York, (ii) be Board certified or eligible for Board certification, (iii) have hospital privileges in one or more hospitals in the New York Metropolitan area and (iv) be licensed to prescribe medicine pursuant to the Drug Enforcement Agency.
(b) The Physician hereby represents and warrants to the Company that, on the date hereof and throughout the Initial Term and any Additional Term:
(i) the Physician is, and will be, licensed to practice medicine in the State of New York;
(ii) the Physician is, and will be, Board certified or eligible for Board certification;
(iii) the Physician has, and will have, hospital privileges in at least one hospital in the New York metropolitan area;
(iv) the Physician is, and will be, certified under the Medicare or Medicaid Act;
(v) the Physician is, and will be, licensed to prescribe medicine by the Drug Enforcement Agency; and
(vi) except as previously disclosed to the Board of Directors, no medical malpractice action against the Physician is currently pending or contemplated and the Physician is not aware of any facts or circumstances upon which any such claim may be based.
(c) The Physician hereby covenants and agrees that the Physician will notify the Board of Directors immediately if any of the representations and warranties set forth in Section 9(b) is or becomes untrue at any time during the Initial Term or any Additional Term.
10. Records. The Physician shall maintain such records (medical and non-medical) and provide such medical, financial and administrative information as may be necessary for compliance by the Company with state and federal law, as well as for the Company's administrative purposes. The Company and the Physician agree to treat medical records of Members as confidential and in compliance with all federal and state laws and regulations. The Physician agrees to furnish the Company weekly, on forms approved by the Company, claims and other data necessary to evaluate actual use of covered services.
11. Malpractice Coverage. At all times during the Initial Term and any Additional Term, the Physician shall maintain, at the Physician's own cost, policies of general and professional liability (medical malpractice) insurance as shall be necessary to insure the Physician, the Physician's employees, and any corporation through which the Physician provides services against any claims for damages in connection with the performance of any service by the Physician or such employees or corporation. The amount and the extent of such insurance shall be subject to the approval of the Board of Directors, and shall not be less than $1,300,000 per claim and $3,900,000 per year. Prior to the execution of this Agreement, the Physician has provided evidence of such coverage to the Company. The Physician hereby represents and warrants to the Company that such evidence is an accurate, reflection of the Physician's current medical malpractice insurance coverage. The Physician shall give the Company written notice at least 15 days in advance of any renewal, reduction or cancellation of such medical malpractice insurance. The Physician agrees to notify the Company in writing immediately upon notice that any medical malpractice action against the Physician or any of the Physician's employees is pending or threatened. Each party hereby agrees to indemnify and hold the other harmless from and against any and all claims, liabilities, damages, costs and expenses (including, without limitation, reasonable attorneys' fees) resulting from, arising out of or relating to such party's intentional or unintentional actions or failures to act pursuant to or in connection with this Agreement.
12. Non-Discrimination. The Physician shall (i) not differentiate or discriminate in the treatment of Members because of race, color, national origin, ancestry, religion, sex, marital status or age, (ii) not differentiate or discriminate in the treatment of patients who are Members or (iii) render health care services to Members in the same manner, in accordance with the same standards and upon the same availability offered to the Physician's other patients.
13. Marketing. Physician Provider agrees to permit The Company to include the Physician's name, specialty, office address, telephone number, and other relevant information in the list of participating physicians and other literature distributed by the Company in the marketing of its services.
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14. Entire Agreement. This Agreement embodies the entire agreement of the parties with respect to the subject hereof. It may not be changed or terminated orally, but only by an agreement in writing signed by the parties hereto.
15. Waiver. The waiver by the Company of a breach of any provision of this Agreement by the Physician shall not operate or be construed as a waiver of any subsequent breach by the Physician. The waiver by the Physician of a breach of any provision of this Agreement by the Company shall not operate or be construed as a waiver of any subsequent breach by the Company.
16. Governing Law. This Agreement shall be subject to, and governed by, the laws of the State of New York.
17. Assignability. The obligations of the Physician may not be delegated and the Physician may not, without the Company's written consent thereto, which consent may be withheld for any reason, assign, transfer, convey, pledge, encumber, hypothecate or otherwise dispose of this Agreement or any interest therein. Any such attempted delegation or disposition shall be null and void and without effect. This Agreement and all of the Company's rights and obligations hereunder may be assigned or transferred by the Company, to and shall be binding upon and inure to the benefit of any subsidiary of the Company or any successor to the Company or any subsidiary of the Company, but any such assignment shall not relieve the assigning party of any of its obligations hereunder.
18. Severability. If any provision of this Agreement as applied to either party or to any circumstances shall be adjudged by a court of competent jurisdiction to be void or unenforceable, the same shall in no way affect any other provision of this Agreement or the validity or enforceability of this Agreement.
19. Effective Date. This Agreement shall be effective as of the date first above written.
20. Paragraph Headings. The paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation this Agreement.
Addendum A to COAIM IPA Agreement: CQM Clinical Quality Measures Satisfaction & PCP Bonus Metrics:
The PCP will be obligated to provide updated Clinical Quality Metrics preferably via the secure website medCQI.com or via written forms on all patient panel members. Information gathered per individual patient will be limited (unless provider agrees) to: diagnosis codes, encounter dates and quality measures.
(1) Diagnoses – Encounters Description form.
(2) HEDIS Quality metrics and Lifestyle Health modifiers form.
On certain Insurance Plan contracts, in return for providing several calendar quarters information on quality of care and after the entire COAIM Health IPA has achieved our aggregate group’s goals, the PCP may receive Quality Satisfaction payments in the form of additional $--pmpm after qualifying 3 or 5 or 7 or 9 of the 12 HEDIS measures. Adjustments to these quality bonuses will be sent in information packets.
Additional to the above Quality satisfaction payments, the PCP may receive other incentive bonuses on providing effective and efficient medical care up to a total maximum of 1/3 of that PCP’s base payment (limited by Medicare law).
HEDIS measures examples for our contracts include the following 12 CQMs (Clinical Quality Measures): 1) Minimum annual visit; 2) Transition care management within 30 days of facility discharge; 3) Minimizing ER visits that require no hospitalizations; 4) Yearly eye screening; 5) Pneumococcal vaccine recorded; 6) Influenza vaccine recorded; 7) Colorectal screening recorded; 8) Mammogram done every 1-2 years recorded; 9) PFT report on COPD patient; 10) Lipid control LDL < 100mg in Ischemic Vascular Disease patient; 11) Lipid control LDL < 100mg in Diabetic patient; 11) Diabetes control HbA1c <9.0%. Certain threshold percentage for the provider’s panel of patients, varying from 40% to 90% should be met on these various CQMs (CQM specifics may vary between plans).
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Addendum B to COAIM Health IPA Agreement: required CMS Medicare sections:
1. IPA agrees that no Federally appropriated funds have been paid or will be paid to any person by or on behalf of the IPA for the purpose of influencing or attempting to influence an officer or employee of any agency, a Member of Congress, or an employee of a Member of Congress in connection with the award of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, or the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan or cooperative agreement. IPA agrees to complete and submit, if required, a "Certification Regarding Lobbying" if payments to the IPA by Insurance Plan Carrier under this Agreement exceed $100,000. If any funds other than Federal appropriated funds have been paid or will be paid to any person for the purpose of influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress, in connection with the award of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, or the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement, and payments to the contractor by Insurance Plan Carrier under this Agreement exceed $100,000, the IPA shall complete and submit, if required, Standard Form-LLL "Disclosure Form to Report Lobbying,” in accordance with its instructions.
IPA shall include in its subcontracts that exceed $100,000 a provision substantially similar to this Section, including the requirement that a subcontractor shall certify and disclose as required.
2. Fraud and Abuse Prevention; Whistleblower Protection. In accordance with Section 6032 of the Deficit Reduction Act of 2005 ("DRA"), IPA shall comply with the Insurance Plan Carrier Fraud and Abuse Prevention Policy, as revised from time to time by Insurance Plan Carrier. IPA acknowledges that it has received a copy of the current Insurance Plan Carrier Fraud and Abuse Prevention Policy. Insurance Plan Carrier shall provide thirty (30) days’ notice to the IPA of any revisions to the Insurance Plan Carrier Fraud and Abuse Prevention Policy. IPA shall make available to all employees and agents, and, to the extent required by DRA, its contractors of the IPA a copy of the Insurance Plan Carrier Fraud and Abuse Prevention Policy, including specific discussion of the provisions of the Insurance Plan Carrier Fraud and Abuse Prevention Policy in an employee handbook, if such agent or IPA has an employee handbook. Upon request from Insurance Plan Carrier, IPA agrees to submit to Insurance Plan Carrier a statement certifying that IPA complies with all applicable requirements, federal and state, associated with the Insurance Plan Carrier Fraud and Abuse Prevention Policy and Section 6032 of the Deficit Reduction Act of 2005 (DRA). IPA shall cooperate fully with Insurance Plan Carrier in any examination of the implementation of the Insurance Plan Carrier Fraud and Abuse Prevention Policy and shall provide any and all assistance requested by Insurance Plan, CMS, NYS Departments of Health or Social Services, and/or any law enforcement agency or any prosecutorial agency in the investigation and prosecution of fraud and abuse and related crimes.
3. During the term of this Agreement, the parties shall not discriminate against any Enrollee in the provision of Covered Services hereunder, on any basis including age, sex, marital status, sexual orientation, race, color, religion, ancestry, national origin, disability, handicap, health status, source of payment, health maintenance organization membership, utilization of medical or mental health services or supplies, or other unlawful basis.
4. Neither party shall be liable for any failure, inability or delay to perform hereunder, if such failure, inability or delay is due to war, strike, fire, explosion, sabotage, accident, casualty or any other cause beyond the reasonable control of the parties so failing, providing due diligence is used by that party in curing such cause and in resuming performance.
Addendum C to COAIM Health IPA Agreement: required Insurance Plan section:
1. IPA shall, and shall require each IPA Participating Physician to notify IPA and Insurance Plan Carrier promptly in writing upon the occurrence of any of the following events:
(a) The suspension, withdrawal, expiration, revocation or non-renewal of any Federal or state license or certificate authorizing IPA Participating Physician to provide, medical services;
(b) The initiation, pendency or final disposition of any action to limit IPA Participating Physician’s Federal or state license authorizing IPA Participating Physician to provide medical services;
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(c) A suspension or revocation of an IPA Participating Physician’s DEA certification or other right to prescribe controlled substances;
(d) The loss or material limitation of IPA Participating Physician’s insurance required by this Agreement;
(e) The debarment or suspension of IPA Participating Physician from participation in any government sponsored program, including, but not limited to, Medicare or Medicaid;
(f) A determination by any Insurance Plan Carrier that IPA Participating Physician’s continued participation in Insurance Plan Carrier could result in harm to Enrollees;
(g) A determination by any Insurance Plan Carrier that IPA Participating Physician has engaged in fraud;
(h) An indictment, arrest or conviction of a felony.
(i) An indictment, arrest or conviction of a misdemeanor related to or in any way impairing IPA Participating Physician’s practice of medicine;
(j) The listing of an IPA Participating Physician in the National Practitioner Data Bank (NPDB) or Health Integrity Protection Data Bank (HIPDB);
(k) IPA Participating Physician learns or reasonably should know, that he/she has become a defendant in a malpractice action or is required to pay damages in any such action by way or judgment or settlement.
(l) Any false statement or material omission of IPA Participating Physician in the Insurance Plan Carrier participation application and/or confidential information forms and all other requested information.
(m) Initiation, pendency or final disposition of any action taken by a hospital or other health care facility, review organization, professional society or governmental body to restrict, limit, suspend or revoke a IPA Participating Physician’s hospital or other facility staff privileges, or certification of an IPA Participating Physician;
(n) Notification of impending bankruptcy or a petition is filed to declare IPA Participating Physician bankrupt or for reorganization under the bankruptcy laws of the United States or a receiver is appointed over all or any portion of IPA Participating Physician’s assets;
(o) An act of nature or any event which occurs which substantially interrupts all or a portion of IPA Participating Physician’s facilities or which has a materially adverse effect on IPA Participating Physician’s ability to perform his/her obligations hereunder; or
(p) Any other situation which could reasonably be expected to materially affect IPA Participating Physician’s ability to carry out his/her obligations under this Agreement or the Insurance Plan Carrier Agreement.
2. To protect the interests of patients, including Enrollees, IPA will require each IPA Participating Physician to provide prompt notice to Insurance Plan Carrier of any of the aforesaid events.
3. To the extent that one or more of the preceding events apply to an IPA Participating Physician, Insurance Plan Carrier may, in its sole discretion, exclude the IPA Participating Physician from providing Covered Services under this Agreement. Such exclusion shall not be construed as a termination of the Insurance Plan Carrier Agreement with IPA.
Addendum D to COAIM Health IPA Agreement: COAIM Health IPA BUSINESS ASSOCIATE AGREEMENT (BAA)
This Business Associate Agreement (the “Agreement”) is made and entered into as of Date below (hereinafter “Effective Date”) by and between the undersigned Covered Entity and COAIM Health IPA, Inc. (referred to as “Business Associate”).
WHEREAS, Business Associate - COAIM Health IPA Inc. provides services to the Covered Entity (Physician Provider);
WHEREAS, the Department of Health and Human Services (“HHS”) has promulgated regulations at 45 C.F.R. Parts 160-164, implementing the privacy and electronic security requirements set forth in the Administrative Simplification provisions of the HIPAA - Health Insurance Portability and Accountability Act of 1996, Public Law 104-191, and other applicable law (the “Privacy Rules”);
WHEREAS, the Privacy Rules provide, among other things, that a covered entity is permitted to disclose Protected Health Information (as defined below) to a business associate and allow the business associate to obtain and receive Protected
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Health Information, if the covered entity obtains satisfactory assurances in the form of a written contract that the business associate will appropriately safeguard the Protected Health Information;
WHEREAS, Business Associate may have access to, create and/or receive certain Protected Health Information in conjunction with the services being provided by Business Associate to Covered Entity, thus necessitating a written agreement that meets the applicable requirements of the Privacy Rules, and both parties have mutually agreed to satisfy the foregoing regulatory requirements through this Agreement;
WHEREAS, the enactment of the American Recovery and Reinvestment Act of 2009, Public Law 111-5 (“ARRA”) establishes certain new requirements relating to the use, disclosure and safeguarding of protected health information by persons providing services to covered entities, and both parties have mutually agreed to satisfy such requirements through this Agreement;
NOW THEREFORE, Covered Entity and Business Associate agree as follows:
1. Definitions. The following terms shall have the meaning set forth below:
(a) C.F.R. “C.F.R.” means the Code of Federal Regulations.
(b) Designated Record Set. “Designated Record Set” has the meaning assigned to such term in 45 C.F.R. 164.501.
(c) Electronic Protected Health Information. “Electronic Protected Health Information” has the meaning assigned to such term in 45 C.F.R. 160.103.
(d) Individual. “Individual” shall have the same meaning as the term “individual” in 45 C.F.R.
160.103 and shall include a person who qualifies as the Individual’s personal representative in accordance with 45 C.F.R. 164.502(g
(e) Protected Health Information. “Protected Health Information” shall have the same meaning as the term “Protected Health Information,” as defined by 45 C.F.R. 160.103, limited to the information created or received by Business Associate from or on behalf of Covered Entity.
(f) Privacy Rules. “Privacy Rules” has the meaning set forth in the Recitals to this Agreement.
(g) Required By Law. “Required By Law” shall have the same meaning as the term “Required by Law” in 45 C.F.R. 164.103.
(h) Secretary. “Secretary” shall mean the Secretary of HHS or his designee.
(i) Security Incident. “Security Incident” shall mean the attempted or successful unauthorized access to, disclosure, modification or destruction of, or interference with, Electronic Protected Health Information or interference with system operations in an information system containing Electronic Protected Health Information by a third party.
2. Obligations and Activities of Business Associate
(a) Business Associate agrees to not use or disclose Protected Health Information other than as permitted or required by the Agreement or as Required by Law.
(b) Business Associate agrees to use appropriate safeguards to prevent use or disclosure of the Protected Health Information other than as provided for by this Agreement.
(c) Business Associate agrees to mitigate, to the extent practicable, any harmful effect that is known to Business Associate of a use or disclosure of Protected Health Information by Business Associate in violation of the requirements of this Agreement. In the event of a Breach, as defined in Section 13400(1) of ARRA and implementing regulations, by
Business Associate or any of its officers, directors, employees, subcontractors or agents, Business Associate shall notify
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Covered Entity and cooperate with Covered Entity to notify the affected Individuals pursuant to Section 13402 of ARRA and implementing regulations.
(d) Business Associate agrees to report to Covered Entity any use or disclosure of the Protected Health Information not provided for by this Agreement of which it becomes aware. In the event of a Breach, as defined in Section 13400(1) of ARRA, by Business Associate or any of its officers, directors, employees, subcontractors or agents, Business Associate shall cooperate with Covered Entity to notify the affected Individuals pursuant to Section 13402 of ARRA.
(e) Business Associate agrees to ensure that any agent, including a subcontractor, to whom it provides Protected Health Information received from, or created or received by Business Associate on behalf of Covered Entity agrees to the same restrictions and conditions that apply through this Agreement to Business Associate with respect to such information.
(f) Business Associate agrees to provide access, at the request of Covered Entity, and in the time and manner Required by Law, to Protected Health Information in a Designated Record Set, to Covered Entity or, as directed by Covered Entity, to an Individual in order to meet the requirements under 45 C.F.R. 164.524 and any subsequent legislation or guidance regarding an individual’s right to access his or her Protected Health Information, including, but not limited to, any applicable requirements of Section 13405 of ARRA and implementing regulations thereunder.
(g) Business Associate agrees to make any amendment(s) to Protected Health Information in a Designated Record Set that the Covered Entity directs or agrees to pursuant to 45 CFR164.526 and any subsequent legislation or guidance regarding an Individual’s right to request amendment of his or her Protected Health Information at the request of Covered Entity or an Individual, and in the time and manner Required by Law.
(h) Business Associate agrees to make internal practices, books, and records, including policies and procedures and Protected Health Information, relating to the use and disclosure of Protected Health Information received from, or created or received by Business Associate on behalf of, Covered Entity available to the Secretary for purposes of the Secretary determining Covered Entity's compliance with the Privacy Rules.
(i) Business Associate agrees to document such disclosures of Protected Health Information and information related to such disclosures as would be required for Covered Entity to respond to a request by an Individual for an accounting of disclosures of Protected Health Information in accordance with 45 C.F.R. 164.528 and any subsequent legislation or guidance regarding an Individual’s right to an accounting of the disclosures of his or her Protected Health Information, including, but not limited to, the requirements of Sections
13405 of ARRA and the regulations thereunder.
(j) Business Associate agrees to provide to Covered Entity or an individual, upon request by Covered Entity and in a time and manner Required by Law, and accounting of disclosures of an Individual’s Protected Health Information, collected in accordance with Section 2(i) of this Agreement, to permit Covered Entity to respond to a request by an Individual for an accounting of disclosures of Protected Health Information in accordance with 45 C.FR.164.528 and any subsequent legislation or guidance regarding an Individual’s right to an accounting of the disclosures of his or her Protected Health Information, including, but not limited to, the requirements of Sections 13405 of ARRA and the regulations thereunder. If Covered Entity requests an accounting of an Individual’s Protected Health Information more than once in any twelve (12) month period, Business Associate will impose a reasonable fee for such accounting.
(k) Business Associate acknowledges that it shall request from the Covered Entity and so disclose to its affiliates, subsidiaries, agents and subcontractors or other third parties, only the minimum Protected Health Information necessary to perform or fulfill a specific function required or permitted hereunder in accordance with the Privacy Rules and Section 13405(b) of ARRA and any regulations thereunder.
(l) Business Associate agrees to use reasonable and appropriate safeguards, in accordance with the applicable requirements of 45 C.F.R Part 164 and any subsequent legislation or guidance, including, but not limited to the requirements of Section 13401 of ARRA and the regulations thereunder in order to maintain the security of the Electronic Protected Health Information and to prevent unauthorized uses or disclosures of such Electronic Protected Health Information. Business Associate shall report to the Covered Entity any Security Incident of which it becomes aware.
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(m) Business Associate shall limit its use and disclosure of Protected Health Information and shall implements such measures to safeguard Protected Health Information as otherwise necessary to comply with ARRA and implementing regulations.
(n) If Business Associate conducts an Standard Transactions on behalf of Covered Entity, Business Associate shall comply with the applicable requirements of 45 C.F.R. Part 162.
3. Permitted Uses and Disclosures by Business Associate
3.1 General Use and Disclosure Provisions:
Subject to the limitations of this Agreement, Business Associate may use or disclose Protected Health Information and perform its obligations and services to Covered Entity, provided that such use or disclosures would not violate the Privacy Rules if done by Covered Entity.
3.2 Specific Use and Disclosure Provisions:
(a) Subject to the limitations of this Agreement, Business Associate may use Protected Health Information for the proper management and administration of the Business Associate or to carry out the legal responsibilities of the Business Associate.
(b) Subject to the limitations of this Agreement, Business Associate, may disclose Protected Health Information for the proper management and administration of the Business Associate, provided that the disclosures are Required by Law, or Business Associate obtains reasonable assurances from the person to whom the information is disclosed that it will be held confidential and used or further disclosed only as Required by Law or for the purpose for which it was disclosed to the person, and the person notifies the Business Associate of any instances of which it is aware in which the confidentiality of the information has been breached.
(c) Business Associate may use Protected Health Information to provided data aggregation services to Covered Entity as permitted by 45 C.F.R. 164.504(e)(2)(i)(b).
(d) Business Associate may use Protected Health Information to report violations of law to appropriate Federal and State authorities, consistent with 164.502 (j)(1).
4.0 Obligations of Covered Entity
4.1 Provisions for Covered Entity to Inform Business Associate of Privacy Practices and Restrictions
(a) Covered Entity shall provide Business Associate with the notice of privacy practices that Covered Entity produces in accordance with 45 C.F.R... § 164.520, to the extent that such limitation may affect Business Associate's use or disclosure of Protected Health Information.
(b) Covered Entity shall notify Business Associate of any changes in, or revocation of, permission by Individual to use or disclose Protected Health Information, to the extent that such changes may affect Business Associate's use or disclosure of Protected Health Information.
(c) Covered Entity shall notify Business Associate, in writing, of any restriction to the use or disclosure of Protected Health Information that Covered Entity has agreed to in accordance with 45 C.F.R. §164.522, to the extent that such restriction may affect Business Associate's use or disclosure of Protected Health Information.
(d) Covered Entity acknowledges that it shall provide to, or request from, the Business Associate minimum Protected Health Information necessary for Business Associate to perform or fulfill a specific function required or permitted hereunder.
(e) Covered Entity shall comply with the Privacy Rules, ARRA and other applicable law.
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4.2 Permissible Requests by Covered Entity
Covered Entity represents and warrants that it has the right and authority to disclose Protected Health Information to Business Associate for Business Associate to perform its obligations and provide services to Covered Entity, and Business Associate’s use of the Protected Health Information to perform its obligations and provide services to Covered Entity requested by Covered Entity does not violate the Privacy Rules, Covered Entity’s privacy notice or any applicable law. Covered Entity shall not request Business Associate to use or disclose Protected Health Information in any manner that would not be permissible under the Privacy Rules if done by Covered Entity.
5. Term and Termination
(a) Term. The Term of this Agreement shall be effective as of the Effective Date, and shall terminate when all of the Protected Health Information provided by Covered Entity to Business Associate, or created or received by Business Associate on behalf of Covered Entity, is destroyed or returned to Covered Entity.
(b) Termination for Cause. Upon the party’s mutual agreement that there has been a material breach by Business Associate, which does not arise from any breach by Covered Entity, Covered Entity shall provide a reasonable opportunity for Business Associate to cure the breach. Covered Entity may terminate this Agreement if Business Associate does not cure the breach within a mutually agreeable time, and may terminate this Agreement immediately if cure of such breach is not possible. Upon a material breach of this Agreement by Covered Entity, which does not arise from any breach by Business Associate, Business Associate shall provide a reasonable opportunity for Covered Entity to cure the breach. Business Associate may terminate this Agreement if Covered Entity does not cure the breach within a reasonable period of time, and may terminate this Agreement immediately if cure of such breach is not possible
(c) Effect of Termination.
1. Except as provided in paragraph (2) of this section, upon termination of this Agreement, for any reason, Business Associate shall return or destroy all Protected Health Information received from Covered Entity, or created or received by Business Associate on behalf of Covered Entity. This provision shall apply to Protected Health Information that is in the possession of subcontractors or agents of Business Associate. Business Associate shall retain no copies of the Protected Health Information.
2. In the event that Business Associate determines that returning or destroying the Protected Health Information is infeasible, Business Associate shall extend the protection of this Agreement to such Protected Health Information and shall limit any further use or disclosure of such Protected Health Information to those purposes that make the return or destruction infeasible, for so long as Business Associate maintains such Protected Health Information.
(a) Regulatory References. A reference in this Agreement to a section in the Privacy Rules means the section as in effect or as amended, and for which compliance is required.
(b) Amendment. Upon the enactment of any law or regulation affecting the use or disclosure of Protected Health Information, or the publication of any decision of a court of the United States or any state relating to any such law or the publication of any interpretive policy or opinion of any governmental agency charged with the enforcement of any such law or regulation, either party may, by written notice to the other party, and by mutual agreement, amend the Agreement in such manner as such party determines necessary to comply with such law or regulation. If the other party disagrees with such amendment, it shall so notify the first party in writing within thirty (30) days of the notice. If the parties are unable to agree on an amendment within thirty (30) days thereafter, then either of the parties may terminate the Agreement on thirty (30) days written notice to the other party.
(c) Survival. The respective rights and obligations of Business Associate under Section
5(c)(2) of this Agreement shall survive the termination of this Agreement.
(d) Interpretation. Any ambiguity in this Agreement shall be in favor of a meaning that permits both parties to comply
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with the Privacy Rules, ARRA and other applicable law. In the event of any inconsistency or conflict between this Agreement and any other agreement between the parties, the terms, provisions and conditions of this Agreement shall govern and control.
(e) No third party beneficiary. Nothing express or implied in this Agreement is intended to confer, nor shall anything herein confer, upon any person other than the parties and the respective successors or assigns of the parties, any rights, remedies, obligations, or liabilities whatsoever.
(f) Notice. All notices required under this Agreement shall be in writing and shall be deemed to have been given on the next day by fax or other electronic means or upon personal delivery, or in ten (10) days upon delivery in the mail, first class, with postage prepaid. Notices shall be sent to the addressed indicated below unless written notification of change of address shall have been given.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as well as additional COAIM Health IPA –
Provider Addendum Agreements: (A, B, C, D) as of the date: _____________________________________, 201_____
COAIM Health IPA, Inc CLIENT/COVERED ENTITY
By: __________________________________________ By:X __________________________________________
COAIM Health IPA, Inc. (signature above) Physician (signature above)
Name: Alexander Morden MD Name: _______________________________________
Title: Co-Director - COAIM Health IPA Title: _________________________________________
Date: _______________________________________ Date: _______________________________________
Notices for Business Associate addressed to: Notices for Covered Entity addressed to:
COAIM Health IPA, Inc _____________________________________
160-20 Willets Pt Blvd _____________________________________
Whitestone, NY, 11357 _____________________________________
Attn: Compliance Officer Attn:_________________________________
COAIM Health IPA office Tel. 917-945-0262, Fax: 718-732-2853, Fax or email scanned copy of Signature pages 13 & 14 to: email@example.com
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COAIM Health IPA, Inc.
160-20 Willets Point Boulevard
Whitestone, New York, 11357
Tel. (917) 945-0262, Fax (718) 732-2853
Practice Credentialing & CAQH Request Authorization Form for COAIM Health IPA
Last Name MI First Name Degree
DOB: NYS License#:
Tax ID: SS# (if no Tax ID):
MMIS (Medicaid) ID#: Home Visit: o Yes o No
Home Visit Schedule:
Identify the practice locations that should be listed on our provider directory?
Office Phones / Fax Number:
Office Contact Persons / Contact Phones:
Addn’l Contact Phones/ Phys Cell Number:
* Please ensure that all documents on your CAQH.org pages are current every 3 months.
*By signing here you authorize COAIM Health IPA and/or any related IPA contracted Insurance Plans, that you elect to join, to access the information you have posted on CAQH for the purposes of credentialing.
© All Rights Reserved. COAIM Health IPA - Primary Provider Agreement & BAA v1.2: Page 14 of 14
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