SUBCONTRACTOR PROVIDER AGREEMENT

Transcription

1 SUBCONTRACTOR PROVIDER AGREEMENT THIS SUBCONTACTOR PROVIDER AGREEMENT ( Subcontractor Agreement ) is made and entered into as of this day of, 20 ( Effective Date ) by and between the Asthma & Allergy Foundation of America, St. Louis Chapter ( AAFA-STL ) and ( Subcontractor ). WHEREAS, AAFA-STL is a Contracted Provider with Missouri Care, Incorporated ( Health Plan ) under a Participating Provider Agreement dated, 2017 which incorporates the Health Plan s related policies, procedures and manuals as may be amended from time to time (collectively the PPA ) to provide or arrange for the provision of certain services to individuals enrolled in the Health Plan s benefit plans ( Member ); and WHEREAS, Subcontractor provides certain services that will meet the needs of Health Plan s Members and which AAFA-STL is obligated to provide under the PPA; and WHEREAS, AAFA-STL desires to contract with Subcontractor as an independent contractor to provide, and Subcontractor agrees to provide, the services described herein in accordance with the PPA. NOW, THEREFORE, in consideration of the foregoing and the agreements contained herein, the parties agree as follows: I. SUBCONTRACTOR S OBLIGATIONS 1. Subcontractor has reviewed and agrees to the terms and conditions of the PPA, which is incorporated into this Agreement by this reference and which will apply to Subcontractor (who is by definition a Provider under the PPA) to the same extent that it applies to the Contracted Provider or other Providers. Any obligation of Subcontractor pursuant to this Subcontractor Agreement or the PPA shall apply to Subcontractor s employees and agents to the same extent as it applies to Subcontractor. All defined terms not specifically defined in this Subcontractor Agreement shall have the same meanings as the terms defined in the PPA. Subcontractor s obligations include, but are not limited to: a. obtaining and maintaining approval from the Health Plan to act as a subcontractor for a Contracted Provider; b. performing such actions as are required by the PPA to be taken by Contracted Provider or a subcontractor in connection with the contracted services set forth below; c. complying with all representations and warranties applicable to Contracted Provider or their subcontractors in the PPA or the Operations Manual, which is attached hereto as Exhibit 1 and incorporated herein by this reference and which may be amended from time to time by AAFA-STL in its sole discretion; and d. signing, preparing or maintaining any documents as required by the PPA (including, but not limited to, signing the Form of Opt In Agreement set forth in Attachment A-4 of the PPA as may be amended from time to time). 2. Subcontractor and its employees and agents will perform Asthma Education or Home Environmental Assessments, as applicable, and as more fully described in the Operations Manual (the Covered Services ). All Covered Services will be provided in accordance with the standards set forth in the PPA and in accordance with AAFA-STL policies, including: # Page 1 of 8

2 a. accepting a minimum of 75% of the requested Covered Services from AAFA-STL; b. performing Covered Services utilizing a curriculum and other information (i.e., forms, electronic media, tools, etc.) approved in advance by AAFA-STL; c. adhering to all processes outlined within the Operations Manual; d. performing Covered Services within ten (10) business days of receiving Member information and a request from AAFA-STL; e. verifying Member eligibility in accordance with the Operations Manual before providing Covered Services to a Member; and f. completing and submitting a Subcontractor Encounter Data Report using the online template provided by AAFA-STL, as set forth in the Operations Manual, within twenty-four (24) hours of any Member encounter. 3. Subcontractor hereby grants to Contracted Provider a power of attorney, coupled with an interest, to represent and bind Subcontractor in connection with all matters related to the PPA, including granting any waivers of any of the terms of the PPA. II. AAFA-STL OBLIGATIONS AAFA-STL shall: 1. Submit to the Health Plan on behalf of Subcontractor proof of Subcontractor s (or its employee s or agent s) required certifications as required for Subcontractor (or its employees or agents) to provide Covered Services pursuant to this Subcontractor Agreement. 2. Assign Members to Subcontractors for Covered Services. 3. Manage and maintain all Member data related to Covered Services provided by Subcontractor (or its employees or agents). 4. Promptly submit approved payment requests on behalf of Subcontractor, and pay Subcontractors as set forth in Section IV, below. III. TERM AND TERMINATION 1. Term. The term of this Subcontractor Agreement shall begin on the Effective Date and continue for a period of one (1) year, unless sooner terminated as provided herein. Thereafter, this Subcontractor Agreement shall renew for successive periods of one (1) year each unless either party provides written notice of nonrenewal to the other party at least ninety (90) days before the end of the then-current (initial or renewal) term, unless and until the Subcontractor Agreement is terminated in accordance with the terms and conditions of the Subcontractor Agreement. 2. Termination. Subject to the obligations set forth in Section II.3., below, the parties may terminate this Subcontractor Agreement as follows: # Page 2 of 8

3 a. Termination Without Cause. Either party may terminate this Subcontractor Agreement at any time for any reason or no reason upon forty five (45) days prior written notice to the other party. b. Termination For Cause. Either party may terminate this Subcontractor Agreement in the event the other party commits a material breach of this Subcontractor Agreement. Such termination shall be effective immediately upon written notice to the other party stating the cause for termination, provided the party terminating the Subcontractor Agreement first notifies the party being terminated, in writing, of the alleged breach, and the notified party fails to cure the breach within thirty (30) days (the Cure Period ), or commits the same or similar breach within the six (6) months immediately following the date of notice of the prior breach. c. Immediate Termination. AAFA-STL may automatically terminate this Subcontractor Agreement upon notice to Subcontractor if Subcontractor: (i) is convicted of a felony; (ii) fails to obtain or maintain the insurance or credentials as required in this Subcontractor Agreement; (iii) is temporarily or permanently excluded from participation in any federal or state health care program; or (iv) as of the effective date of the expiration or termination of the PPA. 3. Effect of Termination Continuity of Care. a. Communication with Health Plan Members. Upon expiration or termination of this Subcontractor Agreement or the PPA, Subcontractor shall not communicate with Health Plan members about the expiration or termination of this Subcontractor Agreement without the express prior written approval of such communication by AAFA-STL and Health Plan. b. Continuity and Transition of Care. In the event this Subcontractor Agreement is terminated, AAFA-STL may require Subcontractor to continue providing Covered Services for Health Plan for up to six (6) months where the continuation of care is necessary, as determined by AAFA- STL. All terms and conditions set forth in this Subcontractor Agreement shall be extended until the conclusion of the period of continued treatment. Subcontractor shall cooperate with AAFA- STL and Health Plan for the transition of Health Plan members and their medical records to other Participating Providers. IV. COMPENSATION 1. Fee Schedule. AAFA-STL will pay Subcontractor for Covered Services performed hereunder and other expenses in accordance with the following schedule: a. Covered Services (check those that apply to Subcontractor) CPT Code S9441: Asthma education non-physician, Maximum one hour per year. Rate: $17.50/unit (MHD defines 30 minutes, one unit) CPT Code 99401: preventive medicine counseling, individual, Maximum one hour per year. Rate: $8.75/unit (MHD defines 15 minutes, one unit) CPT Code 99402: preventive medicine counseling, individual, Maximum one hour per year. Rate: $17.50/unit (MHD defines 30 minutes, one unit) CPT Code 98960: Self-management education using standardized effective curriculum, individually, either incident to a clinical encounter or as preventive service, Maximum once per year. Rate: $52.50/session (MHD defines 90 minutes, one unit) # Page 3 of 8

4 CPT Code S9441SC: Asthma environmental assessment, non-physician, Maximum two times per year Rate: $75.00/session or unit CPT Code S9441SC-A: Asthma Assessment and Self-Care telephonic support, 15 minutes up to 5 times per year Rate: $8.75/session b. Travel and subsistence. AAFA-STL will pay Subcontractor for travel and subsistence reimbursement which is approved by AAFA-STL prior to performing Covered Services or activities. Mileage reimbursement (if approved) will be at the federal mileage rate in effect as of the date the expense was incurred as determined by the U.S. Internal Revenue Service. All other expenses (if approved) will reimbursed based on actual receipts for the expense incurred. 2. Invoicing and Timing of Payments. a. Payment will be made upon submissions by Subcontractor for properly documented Covered Services, using the online Invoice template provided by the AAFA-STL as set forth in the Operations Manual. If travel and subsistence expenses are to be reimbursed, such expenses must be itemized and appropriate receipts attached to the Invoice. Prior authorization of any and all travel and subsistence expenses must be approved by AAFA-STL prior to the activity or reimbursement request. The Invoice must be completed in full, and include the Subcontractor s tax payer identification number (Social Security Number or Employer Identification Number). b. The Invoice must be submitted by Subcontractor online by the 3 rd day of the month after Covered Services were provided (e.g., an Invoice must be submitted for reimbursement by July 3 rd, for all approved Covered Services provided and expenses incurred in the month of June). Invoices must be reviewed and approved by the AAFA-STL Director of Programs. Invoices for Covered Services will not be approved until all Member Encounter Data Reports are complete for the requested Covered Services payment. Failure to follow this process will result in payment denial. c. AAFA-STL will promptly submit approved Invoices to the Health Plan for reimbursement. AAFA-STL will pay Subcontractor within ten (10) business days following receipt of payment from the Health Plan for the Covered Services. 3. AAFA-STL is not responsible for any tax-related or other legal obligations applicable to Subcontractor, as more fully described in Section X, below. V. INSURANCE AND INDEMNIFICATION 1. Insurance. Subcontractor shall obtain and maintain during the term of this Subcontractor Agreement, commercial general liability and, as applicable, professional liability insurance acceptable to the AAFA-STL which will afford protection and coverage in accordance with the requirements set forth below: a. Commercial General Liability coverage to protect the Subcontractor and any of its employees or agents performing services pursuant to this Subcontractor Agreement from claims for damages for personal injury, bodily injury (including wrongful death), and from claims for property damage which may arise in connection with services provided pursuant to this Subcontractor Agreement. The coverage will provide protection for all operations by the Subcontractor, its employees and/or agents. In addition, the coverage is to include an endorsement which includes Asthma & Allergy Foundation of America, St. Louis # Page 4 of 8

5 Chapter as Additional Insured. In lieu of the Additional Insured endorsement, an Owners- Contractors-Protective policy may be provided evidencing Asthma & Allergy Foundation of America, St. Louis Chapter a Named Insured. The amount of the commercial general liability insurance provided shall not be less than a minimum of $1,000,000 combined single limit, per occurrence and aggregate, for both bodily injury and property damage combined. b. Professional Liability Insurance coverage, if applicable to the services provided by Subcontractor in AAFA-STL s sole discretion, will be provided by the Subcontractor to cover any claims, including but not limited to errors and omissions, which may arise from the services performed by the Subcontractor, its employees and/or agents. The professional liability coverage provided will be not less than $1,000,000 per occurrence and aggregate. c. All required insurance shall be procured through agencies and be written by insurance companies which are acceptable to and approved by the AAFA-STL (e.g., all insurance coverage must be placed with insurance carriers that are licensed to do business in the State of Missouri and such carriers and all coverage placed are subject to the AAFA-STLs approval as to form and content. All required coverage shall be obtained and paid for by the Subcontractor. d. The Subcontractor shall furnish the AAFA-STL with certificates, policies or binders which indicate the Subcontractor and/or the AAFA-STL and other entities (where required) are covered by the required insurance showing type, amount, class of operations covered, effective dates and dates of expiration of policies prior to the AAFA-STL scheduling Subcontractor to provide Covered Services 2. Indemnification. The Subcontractor agrees to defend, indemnify, and hold harmless AAFA-STL, its directors, officers, employees and agents from and against all claims, demands, costs, expenses (including attorneys fees), liabilities and losses which may result against AAFA-STL as a consequence of any alleged conduct of Subcontractor, its employees, and/or agents, in connection with the performance of Covered Services pursuant to this Subcontractor Agreement. This Section V.2 shall survive the expiration or termination of this Subcontractor Agreement. VI. ASSIGNMENT The Subcontractor may not assign or transfer this Subcontractor Agreement, any interest therein or claim thereunder, without the prior written approval of the AAFA-STL. VII. REPORTING In performing subcontracted Covered Services hereunder, Subcontractor reports directly to the individual listed below, unless otherwise notified in writing by AAFA-STL. Note: Subcontractor Encounter Report Data and Invoices should all be submitted via online templates, as described in this Agreement and the Operations Manual. Reagan Nelson, MPA, AE-C Asthma & Allergy Foundation of America, St. Louis Chapter 1500 South Big Bend Blvd., Ste. 1S St. Louis, MO Phone: ext. 3 rnelson@aafastl.org VIII. INTELLECTUAL PROPERTY # Page 5 of 8

6 The Subcontractor agrees to sell, assign and transfer and does hereby sell, assign and transfer unto the AAFA- STL, the entire right, title and interest within the United States, its territories and possessions, and all foreign countries, in and to any and all Intellectual Property (including curriculum and other information (i.e., forms, electronic media, tools, etc.) developed, created and/or invented by Subcontractor or its employees or agents under or pursuant to this Subcontractor Agreement including: all moral rights associated with the Intellectual Property and, to the extent any applicable law or treaty prohibits the transfer or assignment of any moral rights or rights of restraint Subcontractor has in the Intellectual Property, Subcontractor hereby waives those rights as to the AAFA-STL, its successors, licensees or assigns; all income, royalties, damages, claims and payments now or hereafter due or payable with respect to the Intellectual Property; all causes of action, either in law or in equity, for past, present or future infringement of any right related to the Intellectual Property; and all rights corresponding to any of the foregoing, throughout the world. In addition, Subcontractor shall not utilize AAFA- STL Intellectual Property for any purpose other than for providing Covered Services pursuant to this Agreement without the prior express written consent of AAFA-STL. IX. CONFLICT OF INTEREST Subcontractor assures that to the best of Subcontractor s knowledge there exists no conflict of interest and every effort will be made to avoid the appearance of conflict of interest between Subcontractor, its employees or agents, their families, business, or financial interests and the services provided pursuant to this Subcontractor Agreement. Subcontractor shall promptly inform AAFA-STL in writing within three (3) business days of any real or perceived conflict of interest that may arise during the term of this Subcontractor Agreement. X. INDEPENDENT CONTRACTOR RELATIONSHIP For purposes of this Subcontractor Agreement, AAFA-STL and Subcontractor are independent contractors, and this Subcontractor Agreement shall not constitute the formation of a partnership, joint venture, employment, principal/agent or master/servant relationship. AAFA-STL shall not be responsible for the payment or filing of any withholdings, contributions, taxes, documents or returns, including, but not limited to, employee benefit program payments, Social Security, retirement, sick leave, vacation pay, disability, health and unemployment benefits for Subcontractor or its employees, agents or contractors. Subcontractor shall not enter into any agreement and shall have no authority to incur any obligation behalf of AAFA-STL. XI. SUBCONTRACTOR CREDENTIALS Subcontractors must obtain and maintain the following credentials related to the Covered Services being provided during the Term of this Subcontractor Agreement and provide AAFA-STL with all requested evidence of such credentials: 1. Asthma Educators (AE-C). Asthma Educators must obtain and maintain in good standing certification from the National Asthma Educator Certification Board, or as specified by the State of Missouri. 2. Home Environmental Assessor. Home Environmental Assessors must obtain and maintain in good standing a certificate for Home Environmental Assessment from Southeast Missouri State University in Cape Girardeau, Missouri, or as specified by the State of Missouri. XII. DEBARMENT AND SUSPENSION CERTIFICATION Subcontractor represents and warrants to AAFA-STL that neither Subcontractor nor its employees or agents is: (i) listed on the System for Award Management website ( sam.gov ) (formerly known as the General Services Administration ( GSA ) Excluded Parties List System ( EPLS )); or (ii) suspended or excluded from participation in any federal health care programs, as defined under 42.U.S.C. 1320a-7b(f), any form of state # Page 6 of 8

7 Medicaid program, and are not listed on the Office of the Inspector General s website ( oig.hhs.gov ) (collectively, Government Payor Programs ). Subcontractor also represents and warrants that to the best of its/his/her knowledge there are no pending or threatened governmental investigations that may lead to suspension or exclusion of Subcontractor or its employees or agents from Government Payor Programs or may be cause for listing on sam.gov or oig.hhs.gov (collectively, an Investigation ). Subcontractor shall notify AAFA-STL of the commencement of any Investigation or suspension or exclusion from Government Payor Programs within three (3) business days of Subcontractor or its employees or agents first learning of it. AAFA-STL shall have the right to immediately terminate this Subcontractor Agreement upon learning of any such Investigation, suspension or exclusion. AAFA-STL shall be timely kept apprised by Subcontractor, as applicable, of the status of any such Investigation. Subcontractor shall indemnify, defend, and hold AAFA-STL harmless from any claims, liabilities, fines, and expenses (including attorneys fees) incurred as a result of Subcontractor s breach of this Section. This Section X shall survive the termination or expiration of this Subcontractor Agreement. XIII. NOTICES Any notice made or required to be given pursuant to this Subcontractor Agreement shall be in writing and shall be considered effective as of the date either personally delivered, mailed by certified or registered mail, postage prepaid, return receipt requested, or sent by nationally recognized overnight courier service to the address listed under each party s signature to this Subcontractor Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Subcontractor Agreement as of the dates set forth below. Asthma & Allergy Foundation of America, St. Louis Chapter Subcontractor Name: By: Print Name: Title: Address: Date: By: Print Name: Title: Address: Date: # Page 7 of 8

8 EXHIBIT 1 AAFA-STL OPERATIONS MANUAL # Page 8 of 8