North Shore-LIJ Clinical Integration IPA (CIIPA) Participation Agreement
PLEASE REVIEW AND INDICATE YOUR AGREEMENT WITH THE TERMS AND CONDITIONS
OF THIS IPA PARTICIPATION AGREEMENT BY CHECKING THE BOX ON THIS AGREEMENT
This IPA Participation Agreement (“Agreement”), made effective by and between North Shore-LIJ Network, Inc. and its related IPA North Shore-LIJ Clinical Integration Network IPA, LLC (the entities collectively shall be referred to as the “IPA”), located at 145 Community Drive, Great Neck, New York 11021, and IPA Participating Provider (“Provider”). Provider and IPA together shall be referred to as “Parties.”
WHEREAS, the IPA was established in order to develop a clinically integrated network of providers including physicians, health professionals, hospitals, and ancillary providers working together to promote high quality coordinated and efficient care to patients including members of various managed care payors (“Payors”) and the community at large; and
WHEREAS, the IPA contracts with licensed physicians and other health care professionals and makes certain payor agreements (“Payor Agreements”) available to these physicians and other providers (“IPA Participants”); and
WHEREAS, the IPA seeks to provide high quality and efficient services by assuring that IPA Participants utilize clinical protocols as a part of the NSLIJ clinical and financial integration program and as a condition of participation in the IPA, and by gathering clinical data, applying evidence-based medicine and best clinical practice protocols, and implementing appropriate pay-for-performance (“P4P”) incentives based on outcomes; and
WHEREAS, the IPA intends to work with Provider to develop clinical integration and quality improvement initiatives that will distinguish IPA and Provider as high quality providers through the use of shared clinical data, establishment of quality, safety, efficiency and patient satisfaction measures and benchmarks, and development of evidence-based clinical protocols to improve Provider performance and efficiency; and
NOW THEREFORE, in consideration of the mutual terms, covenants and conditions established in this Agreement, the Parties mutually agree as follows:
- Participation in IPA’s Payor Agreements. IPA wishes Provider to participate in certain Payor Agreements offered currently and in the future by IPA. Both Parties agree that IPA Participants may be given the opportunity to participate either through messenger model or in some cases through a clinically integrated model, both of which are described below.
- Messenger Model.
- Contract Proposals. For the period beginning upon the Effective Date of this Agreement, Payors shall send to the IPA and IPA shall advise IPA Participants either directly or through an independent third party of its receipt of contract proposals received from Payors (“Contract Proposal”). Such Contract Proposals shall describe the material terms of each Payor Agreement as they relate to the IPA and IPA Participants, including but not limited to the compensation, as well as other important terms and relevant information.
- Notification. The Provider shall notify IPA, either electronically or in writing, within twenty (20) business days following receipt of a Contract Proposal, of IPA Participant’s election to either participate or not participate in the Payor Agreement.
- Limitations. The IPA agrees to allow Provider to make an independent decision about participation in Payor Agreements. Provider acknowledges and agrees that with respect to the Contract Proposals, IPA is not negotiating on behalf of Provider and other IPA Participants. Provider further agrees that any information contained in a Contract Proposal is confidential and will not be shared with any of the IPA’s competitors and will not be utilized to facilitate any agreement among IPA Participants including Provider. Provider and IPA acknowledge and agree that the Provider is free to contract separately with any Payor on any terms.
- Third Party Consultant. IPA may fulfill some of its obligations through a retained 3rd party agent or consultant.
- Clinically Integrated Network Model. Provider acknowledges that the IPA is developing and is implementing a program of substantial integration among IPA Participants that has the potential to produce significant efficiencies in the provision of medical services, including both improved quality and more efficient and appropriate provision of services. This includes the development of various clinical practice standards and/or practice parameters delineating protocols for treatment of specific medical conditions. These protocols measure, among other things, clinical outcomes and performance data for certain IPA Participants, as well as establish programs for quality improvement, credentialing and utilization management. Payors may chose to contract through this model by offering a variety of opportunities to IPA Providers including but not limited to those set forth in Section II.
- Clinical Integration Opportunities. IPA represents that it has the authority to make certain Contract Proposals available to IPA Participants using a non-exclusive messenger model and/or a clinically integrated network model when appropriate and permitted by law. IPA and IPA Participants will work collaboratively on a number of activities designed to improve clinical outcomes and efficiencies and agree to adhere to certain clinical protocols and other terms as a condition of participating in the IPA. These clinical improvement services will be developed and implemented by and among IPA Participants (including entire spectrum of providers) and IPA that would be otherwise unavailable except for such collaborative efforts. The activities are designed to encourage and/or require referral within the IPA so as to assure that referred patients will continue to receive care under the practice standards developed by the IPA and will allow the IPA to quantify performance of the IPA Participants and certain patient outcomes. As such Payors through IPA may contract with IPA Participants through any of the following means:
- Messenger Model with a general offering for all IPA Participants.
- Messenger Model with P4P program for a subset of IPA Participants who agree to perform in accordance with certain protocols.
- Payments for a subset of IPA Participants who are clinically and/or financially integrated and who continue to perform in accordance with certain benchmarks and receive payments relating thereto upon achieving a certain degree of clinical integration.
- Payments for a smaller subset or a particular service line of IPA Participants who focus on disease specific protocols (e.g. Cardiac Surgery, High Risk Obstetrics, Diabetes Management, Congestive Heart Failure, etc.) with specific outcome goals such as reduction of readmissions, decreased mortality, and other criteria upon achieving a certain degree of clinical integration.
- Provider Responsibilities.
- Provision of Services. Subject to all applicable provisions, terms and conditions of the Payor agreements for which Provider has opted in, Provider shall provide medically necessary Covered Services to Covered Persons with the same care and attention that is customarily provided to all of Provider’s patients. All Covered Services shall be provided in accordance with all generally accepted clinical, legal and ethical standards governing Provider. Provider shall maintain sufficient facilities and personnel to provide the Covered Services and shall ensure that Covered Services are, where necessary and appropriate, available 24 hours a day and 365 days a year, with backup capability.
- Provision of Information. Provider agrees to provide to IPA information regarding any office addresses and tax identification numbers for which Provider will bill for Covered Services provided under this Agreement.
- Antitrust Guidelines. Provider agrees to comply with all Federal, State and Local Statutes and Regulations applicable to its relationship with IPA including those related to antitrust principles. IPA may from time-to-time adopt antitrust guidelines, policies and procedures for its providers.
- Term and Termination.
- Initial Term. The initial term of this Agreement shall be for twelve (12) months from the Effective Date. This Agreement automatically shall renew for additional successive periods of twelve (12) months, unless earlier terminated in accordance with the provisions below or unless either party elects not to renew the Agreement by providing written notice to the other at least ninety (90) days prior to the expiration of the twelve (12) month period then in effect. The non-renewal of the Agreement pursuant to notice shall not constitute a termination of the Agreement.
- Termination. This Agreement can be terminated by either party with or without cause upon ninety (90) days prior written notice. This Agreement may also be terminated by either party immediately upon written notice to the other party in the event of:
- Conduct by the non-terminating party poses imminent harm to patient care;
- Final determination that the non-terminating party has engaged in fraud;
- Final disciplinary action by a state licensing board or other governmental agency that impairs the non-terminating party’s ability to provide services under this Agreement, including a decision by CMS or DOH to suspend, terminate or deny approval to participate in the Medicare or Medicaid programs;
- Final determination that Provider violated antitrust guidelines or applicable law.
- Notices. All notices required under this Agreement shall be given in writing, signed by the party giving notice and delivered by hand or first-class mail to the other party at the address set forth in the first paragraph of this Agreement. Any notice shall be deemed to have been given at the time of actual receipt or, if mailed, three (3) days from the date of mailing
- Independent Relationship. It is mutually understood and agreed that Provider and IPA, in performing their respective duties and obligations under this Agreement, are at all times acting and performing as independent contractors with respect to each other, and nothing in this Agreement is intended and nothing shall be construed to create an employer/employee, partnership or joint venture relationship. IPA shall be the agent of Provider solely to perform IPA’s obligations set forth in this Agreement.
- Governing Law. This Agreement has been executed and delivered in, and shall be governed by, and construed and enforced in accordance with the laws of the State of New York.
- Assignment. Except as may be specifically provided to the contrary, this Agreement shall inure to the benefit of and be binding upon the Parties hereto and their respective legal representatives, successors, and assigns. Neither Party may assign this Agreement without the prior written consent of the other Party, which consent may not be unreasonably withheld. Notwithstanding the provisions of this paragraph, IPA may assign its duties, rights and interests under this Agreement in whole or in part to an affiliate or may delegate any and all of its duties to a third party in the ordinary course of business, so far as any such assignment does not change the duties, rights and responsibilities as agreed to hereunder. Any such assignment shall be effective immediately upon written notice to the Provider.
- Government Access. The provisions of Section 952 of the Omnibus Reconciliation Act of 1980 (P.L. 96-499) providing for access by the Secretary of Health and Human Services and the Comptroller General to the books and records of the Parties to the extent they provide services are incorporated in this Agreement.
- Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws effective during the term hereof, such provision shall be fully severable; this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision has never been a part of this Agreement; and the remaining provisions shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance. Furthermore, in lieu of such illegal, invalid or unenforceable provision, there shall be added automatically as a part of this Agreement a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable.
- Amendments and Modification to Agreement. Any amendments or modifications to this Agreement shall be deemed in full force and effect when mutually agreed in writing between the Parties.
- Entire Agreement. With respect to the subject matter of this Agreement, this Agreement supersedes all previous contracts and constitutes the entire agreement between the Parties. Neither Party shall be entitled to benefits other than those specified herein. The Parties specifically acknowledge that, in entering into and executing this Agreement, the Parties rely solely upon the representations and agreements contained in this Agreement and no others.
- Compliance. To the extent required by law, the following shall apply:
- Notwithstanding any other provision of this Agreement, the Parties shall comply with the provisions of the Managed Care Reform Act of 1996 (Chapter 705 of the Laws of 1996), and all amendment thereto.
- The Parties to this Agreement agree to comply with all applicable state or federal laws.
- The New York State Department of Health Standard Clauses for HMO and IPA Provider Contracts attached to this Agreement as Appendix A are expressly incorporated into this Agreement and are binding upon the Parties to this Agreement. In the event of any inconsistent or contrary language between the Standard Clauses and any other part of this Agreement, including but not limited to appendices, amendments and exhibits, the Parties agree that the provisions of the Standard Clauses shall prevail.
NEW YORK STATE DEPARTMENT OF HEALTH
FOR MANAGED CARE PROVIDER/IPA CONTRACTS
Notwithstanding any other provision of this agreement, contract, or amendment (hereinafter “the Agreement” or “this Agreement”) the parties agree to be bound by the following clauses which are hereby made a part of the Agreement. Further, if this Agreement is between a Managed Care Organization and an IPA, or between an IPA and an IPA, such clauses must be included in IPA contracts with providers, and providers must agree to such clauses.
- DEFINITIONS FOR PURPOSES OF THIS APPENDIX
- “Managed Care Organization” or “ MCO” shall mean the person, natural or corporate, or any groups of such persons, certified under Public Health Law Article 44, who enter into an arrangement, agreement or plan or any combination of arrangements or plans which provide or offer, or which do provide or offer, a comprehensive health services plan.
- “Independent Practice Association” or “IPA” shall mean an entity formed for the limited purpose of arranging by contract for the delivery or provision of health services by individuals, entities and facilities licensed or certified to practice medicine and other health professions, and, as appropriate, ancillary medical services and equipment, by which arrangements such health care providers and suppliers will provide their services in accordance with and for such compensation as may be established by a contract between such entity and one or more MCOs. “IPA” may also include, for purposes of this Agreement, a pharmacy or laboratory with the legal authority to contract with other pharmacies or laboratories to arrange for or provide services to enrollees of a New York State MCO.
- “Provider” shall mean physicians, dentists, nurses, pharmacists and other health care professionals, pharmacies, hospitals and other entities engaged in the delivery of health care services which are licensed and/or certified as required by applicable federal and state law.
- GENERAL TERMS AND CONDITIONS
- This Agreement is subject to the approval of the New York State Department of Health and if implemented prior to such approval, the parties agree to incorporate into this Agreement any and all modifications required by the Department of Health for approval or, alternatively, to terminate this Agreement if so directed by the Department of Health, effective sixty (60) days subsequent to notice, subject to Public Health Law §4403(6)(e). This Agreement is the sole agreement between the parties regarding the arrangement established herein.
- Any material amendment to this Agreement is subject to the prior approval of the Department of Health, and any such amendment shall be submitted for approval at least 30 days, or ninety (90) days if the amendment adds or materially changes a risk sharing arrangement that is subject to Department of Health review, in advance of anticipated execution. To the extent the MCO provides and arranges for the provision of comprehensive health care services to enrollees served by the Medical Assistance Program, the MCO shall notify and/or submit a copy of such material amendment to DOH or New York City, as may be required by the Medicaid managed care contract between the MCO and DOH (or New York City) and/or the Family Health Plus contract between the MCO and DOH.
- Assignment of an agreement between an MCO and (1) an IPA, (2) institutional network provider, or (3) medical group provider that serves five percent or more of the enrolled population in a county, or the assignment of an agreement between an IPA and (1) an institutional provider or (2) medical group provider that serves five percent or more of the enrolled population in a county, requires the prior approval of the Commissioner of Health.
- The provider agrees, or if the Agreement is between the MCO and an IPA or between an IPA and an IPA, the IPA agrees and shall require the IPA’s providers to agree, to comply fully and abide by the rules, policies and procedures that the MCO (a) has established or will establish to meet general or specific obligations placed on the MCO by statute, regulation, or DOH or SID guidelines or policies and (b) has provided to the provider at least thirty (30) days in advance of implementation, including but not limited to:
- Quality improvement/management;
- Utilization management, including but not limited to pre-certification procedures, referral process or protocols, and reporting of clinical encounter data;
- Member grievances; and
- Provider credentialing.
- The MCO will monitor the performance of the Provider or IPA under the Agreement, and will terminate the Agreement and/or impose other sanctions, if the Provider’s or IPA’s performance does not satisfy standards set forth in the Medicaid managed care and/or Family Health Plus contracts;
- The Provider or IPA agrees that the work it performs under the Agreement will conform to the terms of the Medicaid managed care contract between the MCO and DOH (or between the MCO and New York City) and/or the Family Health Plus contract between the MCO and DOH, and that it will take corrective action if the MCO identifies deficiencies or areas of needed improvement in the Provider’s or IPA’s performance; and
- The Provider or IPA agrees to be bound by the confidentiality requirements set forth in the Medicaid managed care contract between the MCO and DOH (or between the MCO and New York City) and/or the Family Health Plus contract between the MCO and DOH.
- The MCO and the Provider or IPA agree that a woman’s enrollment in the MCO’s Medicaid managed care or Family Health Plus product is sufficient to provide services to her newborn, unless the newborn is excluded from enrollment in Medicaid managed care or the MCO does not offer a Medicaid managed care product in the mother’s county of fiscal responsibility.
- The MCO shall not impose obligations and duties on the Provider or IPA that are inconsistent with the Medicaid managed care and/or Family Health Plus contracts, or that impair any rights accorded to DOH, the local Department of Social Services, or the United States Department of Health and Human Services.
- PAYMENT; RISK ARRANGEMENTS
- Enrollee Non-liability. Provider agrees that in no event, including, but not limited to, nonpayment by the MCO or IPA, insolvency of the MCO or IPA, or breach of this Agreement, shall Provider bill, charge, collect a deposit from, seek compensation, remuneration or reimbursement from, or have any recourse against a subscriber, an enrollee or person (other than the MCO or IPA) acting on his/her/their behalf, for services provided pursuant to the subscriber contract or Medicaid Managed Care contract or Family Health Plus contract and this Agreement, for the period covered by the paid enrollee premium. In addition, in the case of Medicaid Managed Care, provider agrees that, during the time an enrollee is enrolled in the MCO, he/she/it will not bill the New York State Department of Health or the City of New York for Covered Services within the Medicaid Managed Care Benefit Package as set forth in the Agreement between the MCO and the New York State Department of Health. In the case of Family Health Plus, provider agrees that, during the time an enrollee is enrolled in the MCO, he/she/it will not bill the New York State Department of Health for Covered Services within the Family Health Plus Benefit Package, as set forth in the Agreement between the MCO and the New York State Department of Health. This provision shall not prohibit the provider, unless the MCO is a managed long term care plan designated as a Program of All-Inclusive Care for the Elderly (PACE), from collecting co-payments, coinsurance amounts, or permitted deductibles, as specifically provided in the evidence of coverage, or fees for uncovered services delivered on a fee-for-service basis to a covered person provided that provider shall have advised the enrollee in writing that the service is uncovered and of the enrollee's liability therefor prior to providing the service. Where the provider has not been given a list of services covered by the MCO, and/or provider is uncertain as to whether a service is covered, the provider shall make reasonable efforts to contact the MCO and obtain a coverage determination prior to advising an enrollee as to coverage and liability for payment and prior to providing the service. This provision shall survive termination of this Agreement for any reason, and shall supersede any oral or written agreement now existing or hereafter entered into between provider and enrollee or person acting on his or her behalf.
- Coordination of Benefits (COB). To the extent otherwise permitted in this Agreement, the provider may participate in collection of COB on behalf of the MCO, with COB collectibles accruing to the MCO or to the provider. However, with respect to enrollees eligible for medical assistance, or participating in Child Health Plus or Family Health Plus, the provider shall maintain and make available to the MCO records reflecting COB proceeds collected by the provider or paid directly to enrollees by third party payers, and amounts thereof, and the MCO shall maintain or have immediate access to records concerning collection of COB proceeds.
- The parties agree to comply with and incorporate the requirements of Physician Incentive Plan (PIP) Regulations contained in 42 CFR §438.6(h), 42 CFR § 422.208, and 42 CFR § 422.210 into any contracts between the contracting entity (provider, IPA, hospital, etc.) and other persons/entities for the provision of services under this Agreement. No specific payment will be made directly or indirectly under the plan to a physician or physician group as an inducement to reduce or limit medically necessary services furnished to an enrollee.
- RECORDS; ACCESS
- Pursuant to appropriate consent/authorization by the enrollee, the provider will make the enrollee's medical records and other personally identifiable information (including encounter data for government-sponsored programs) available to the MCO (and IPA if applicable), for purposes including preauthorization, concurrent review, quality assurance, provider claims processing and payment. The provider will also make enrollee medical records available to the State for management audits, financial audits, program monitoring and evaluation, licensure or certification of facilities or individuals, and as otherwise required by state law. The provider shall provide copies of such records to DOH at no cost. The provider (or IPA if applicable) expressly acknowledges that he/she/it shall also provide to the MCO and the State (at no expense to the State), on request, all financial data and reports, and information concerning the appropriateness and quality of services provided, as required by law. These provisions shall survive termination of the contract for any reason.
- When such records pertain to Medicaid or Family Health Plus reimbursable services the provider agrees to disclose the nature and extent of services provided and to furnish records to DOH and/or the United States Department of Health and Human Services, the County Department of Social Services, the Comptroller of the State of New York, the New York State Attorney General, and the Comptroller General of the United States and their authorized representatives upon request. This provision shall survive the termination of this Agreement regardless of the reason.
- The parties agree that medical records shall be retained for a period of six (6) years after the date of service, and in the case of a minor, for three (3) years after majority or six (6) years after the date of service, whichever is later, or for such longer period as specified elsewhere within this Agreement. This provision shall survive the termination of this Agreement regardless of the reason.
- The MCO and the provider agree that the MCO will obtain consent directly from enrollees at the time of enrollment or at the earliest opportunity, or that the provider will obtain consent from enrollees at the time service is rendered or at the earliest opportunity, for disclosure of medical records to the MCO, to an IPA or to third parties. If the Agreement is between an MCO and an IPA, or between an IPA and an IPA, the IPA agrees to require the providers with which it contracts to agree as provided above. If the Agreement is between an IPA and a provider, the provider agrees to obtain consent from the enrollee if the enrollee has not previously signed a consent for disclosure of medical records.
- TERMINATION AND TRANSITION
- Termination or non-renewal of an agreement between an MCO and an IPA, institutional network provider, or medical group provider that serves five percent or more of the enrolled population in a county, or the termination or non-renewal of an agreement between an IPA and an institutional provider or medical group provider that serves five percent or more of the enrolled population in a county, requires notice to the Commissioner of Health. Unless otherwise provided by statute or regulation, the effective date of termination shall not be less than 45 days after receipt of notice by either party, provided, however, that termination, by the MCO may be effected on less than 45 days notice provided the MCO demonstrates to DOH’s satisfaction prior to termination that circumstances exist which threaten imminent harm to enrollees or which result in provider being legally unable to deliver the covered services and, therefore, justify or require immediate termination.
- If this Agreement is between the MCO and a health care professional, the MCO shall provide to such health care professional a written explanation of the reasons for the proposed contract termination, other than non-renewal, and an opportunity for a review as required by state law. The MCO shall provide the health care professional 60 days notice of its decision to not renew this Agreement.
- If this Agreement is between an MCO and an IPA, and the Agreement does not provide for automatic assignment of the IPA’s provider contracts to the MCO upon termination of the MCO/IPA contract, in the event either party gives notice of termination of the Agreement, the parties agree, and the IPA's providers agree, that the IPA providers shall continue to provide care to the MCO's enrollees pursuant to the terms of this Agreement for 180 days following the effective date of termination, or until such time as the MCO makes other arrangements, whichever first occurs. This provision shall survive termination of this Agreement regardless of the reason for the termination.
- Continuation of Treatment. The provider agrees that in the event of MCO or IPA insolvency or termination of this contract for any reason, the provider shall continue, until medically appropriate discharge or transfer, or completion of a course of treatment, whichever occurs first, to provide services pursuant to the subscriber contract, Medicaid Managed Care contract, or Family Health Plus contract, to an enrollee confined in an inpatient facility, provided the confinement or course of treatment was commenced during the paid premium period. For purposes of this clause, the term “provider” shall include the IPA and the IPA’s contracted providers if this Agreement is between the MCO and an IPA. This provision shall survive termination of this Agreement.
- Notwithstanding any other provision herein, to the extent that the provider is providing health care services to enrollees under the Medicaid Program and/or Family Health Plus, the MCO or IPA retains the option to immediately terminate the Agreement when the provider has been terminated or suspended from the Medicaid Program.
- In the event of termination of this Agreement, the provider agrees, and, where applicable, the IPA agrees to require all participating providers of its network to assist in the orderly transfer of enrollees to another provider.
- To the extent that arbitration or alternative dispute resolution is authorized elsewhere in this Agreement, the parties to this Agreement acknowledge that the Commissioner of Health is not bound by arbitration or mediation decisions. Arbitration or mediation shall occur within New York State, and the Commissioner of Health will be given notice of all issues going to arbitration or mediation, and copies of all decisions.
- IPA-SPECIFIC PROVISIONS
- Any reference to IPA quality improvement (QI) activities within this Agreement is limited to the IPA’s analysis of utilization patterns and quality of care on its own behalf and as a service to its contract providers.