TECHNOLOGY-ENABLED CARE COORDINATION AGREEMENT

Transcription

1 TECHNOLOGY-ENABLED CARE COORDINATION AGREEMENT THIS TECHNOLOGY-ENABLED CARE COORDINATION AGREEMENT ( Agreement ) is entered into by and between COMMUNITY CARE OF NORTH CAROLINA, INC., ( CCNC ), a North Carolina nonprofit corporation acting for itself and on behalf of NORTH CAROLINA COMMUNITY CARE NETWORKS, INC. ( NCCCN ), a North Carolina nonprofit corporation, and the participant identified herein below ( Participant ), (each a Party and collectively Parties ). Participant Name: Participant Address: Participant Contact Name and Recitals: A. NCCCN owns and maintains a data center ( Informatics Center ) for storing clinical and claims data used as part of its operation of the Enhanced Patient Care Case Management Program for the North Carolina Department of Health and Human Services, Division of Medical Assistance. B. CCNC provides additional clinical and data services, and along with NCCCN offers programs and services to Participants who subscribe to those programs and services through this Agreement. C. Participant desires to subscribe to certain of these programs and services to help it better serve its patient populations, and expressly acknowledges its duty to protect the privacy and security of all Patient Information. NOW, THEREFORE, in consideration of the premises, and for other good and valuable consideration, the legal sufficiency of which is hereby acknowledged by the Parties, the Parties agree as follows: I. Access CCNC, for itself and on behalf of NCCCN, grants to Participant, its Participating Entities listed on Exhibit D attached hereto and incorporated herein by reference as if fully restated, and its Authorized Users, a limited, non-exclusive, nontransferrable, non-assignable, non-salable license to access, disclose, and use Patient Information as part of the selected services and programs, only to carry out Permitted Purposes and subject to all the terms and provisions of this Agreement, its attachments and exhibits, and any applicable Participation Agreements and Data Use Agreements referenced herein, including without limitation Exhibits B-1 and B-2, attached hereto and incorporated herein by reference as if fully restated. II. Services Participant shall subscribe to the services selected in Exhibit A, attached hereto and incorporated herein by reference as if fully restated. Participant shall be bound by all the terms and conditions of this Agreement and each applicable Participation Agreement and Data Use Agreement that controls access to and use of the selected services. III. Programs Participant shall subscribe to the programs selected in Exhibit C, attached hereto and incorporated herein by reference as if fully restated. Participant shall be bound by all the terms and conditions of this Agreement and each applicable Participation Agreement and Data Use Agreement that controls access to and use of the selected programs and services. IN WITNESS WHEREOF, CCNC and Participant, through their duly authorized representatives, hereby execute this Technology-Enabled Care Coordination Subscription Agreement effective the latter of the dates signed below. Community Care of North Carolina, Inc. Participant: 2300 Rexwoods Dr., Raleigh, NC (address): By: Name: Torlen Wade Title: Executive Vice President Date: By: Name: Title: Date: Page 1 of 8 REV. 11/10/2015

2 Exhibit A SERVICE ELECTION The following services are available for potentially any patient population in North Carolina. By initialing beside the service Participant is selecting to receive this service. If the service has a fee, it shall be listed below. Please note, fees to be completed by CCNC only. Service Participation Agreement Fee Initial to Select Chronic Disease Registries B-1 Electronic Clinical Quality Measure Reporting B-1 PHARMACeHOME B-1 The following services are available for the North Carolina Medicaid and Health Choice Beneficiary populations only or for populations as specifically and solely authorized by CCNC. By initialing beside the service Participant is selecting to receive this service. If the service has a fee, it shall be listed below. Service Participation Agreement Fee Initial to Select Informatics Center Provider Portal B-1 Population Management reports and analytics B-1 CMIS B-1 Other: The following services are available to restricted Participants only, as noted. By initialing beside the service Participant is acknowledging they are part of the restricted group and are selecting to receive this service. If the service has a fee, it shall be listed below. Service Participation Agreement Fee Initial to Select Heart Health NOW (HHN) Dashboard (Participant must be enrolled in HHN program) B-2 CCNC Provider Portal: Foster Care Passport (Participant must be a DSS agency) B-1 Other: For a complete description of each of these services, please go to and click on the title for each service. Page 2 of 8 REV. 11/10/2015

3 Exhibit B-1 NCCCN Participation Agreement If Participant selects any of the services or programs from NCCCN, Participant by that selection agrees to all the terms and conditions of the Second Amended and Restated NCCCN Participation Agreement, which can be found at the following location: Exhibit B-2 AHRQ Heart Health NOW Data Use Agreement If Participant selects the Heart Health NOW program or Dashboard, Participant by that selection agrees to all the terms and conditions of the Data Use Agreement for AHRQ FINAL, which can be found at the following location: Exhibit C CCNC Program Election By initialing beside a program, Participant agrees to participate in this program, which includes agreeing to execute all Data Use Agreements, Joinders, and other Terms and Conditions that apply to the selected program. Program Fee Initial to Select Behavioral Health Enhanced Services Partnership Collaborative Community Pharmacy Enhanced Services Network (CPESN) CCNC Statewide Enhanced Primary Care Case Management Program (PCCM) First in Health (GSK) Fostering Health NC Collaborative Care Care Coordination for Children (CC4C) Pregnancy Care Management (OBCM) Pregnancy Medical Home (PMH) Heart Health NOW Practice Transformation Network (PTN) Other: For a complete description of each of these programs, including any program specific terms and conditions, select the program at the following location: Page 3 of 8 REV. 11/10/2015

4 Exhibit D Participating Entities For each Participating Entity listed, and for each Authorized User (as defined below), Participant hereby warrants and represents that it has actual authority to bind them to the duties and obligations in this Agreement and in any applicable Participation Agreement and Data Use Agreement. Participant guarantees the performance of all duties and obligations of its Participating Entities and Authorized Users under this Agreement and any applicable Participation Agreement and Data Use Agreement. Participant shall indemnify, defend, and hold CCNC Inc., and NCCCN, including all their respective employees, directors, shareholders, and agents harmless from all costs, expenses, liabilities, damages, and losses incurred by any of them as a result of or arising from: (i) Participant s lack of actual authority to bind the Participating Entities or Authorized Users; and (ii) any breaches of this Agreement, any applicable Participation Agreement, and any Data Use Agreement by any Participating Entity or Authorized User. Participating Entity Name Address City State Zip Contact Person Name Contact Contact phone Program 1 Program 2 Program 3 Program 4 Program 5 Program 6 Service 1 Service 2 Service 3 Service 4 Service 5 Service 6 Page 4 of 8 REV. 11/10/2015

5 Exhibit E General Terms and Conditions 1. DEFINITIONS. Capitalized words and phrases not defined in this section shall have the definitions set forth in the Participation Agreements, which definitions are incorporated by reference as if fully restated. a. Affiliate means an entity controlled by, that controls, or that is under common control with another entity, as control is defined generally in Internal Revenue Code. Affiliate can also mean a member of an organization. b. Authorized Users means persons under the direct control of Participant, including members of its workforce, its independent contractors, and credentialed members of its medical or other professional staffs whom it authorizes to access, disclose, or use Patient Information. c. Data Use Agreements means any agreement using that or a similar title, and also any Business Associate Agreement ( BAA ), which specifies a Party s obligations for using and safeguarding protected health information consistent with federal regulations such as the Health Insurance Portability and Accountability Act of 1996 ( HIPAA ) and its implementing regulations, as amended. d. Patient Information means information related to a person s access, treatment, or payment in a healthcare setting, obtained from the Participant, any Participating Entity, or the Informatics Center. e. Participant means the person(s) or entity(ties) subscribing to programs and services under this Agreement, who must fall under one of these categories: (i) a Covered Entity; (ii) a Provider that is not a Covered Entity; (iii) a Business Associate of a Covered Entity; (iv) a state or federal agency that is a Participant Party to the NCCCN Participation Agreement; or (v) a Participating Entity as defined below. f. Participating Entity means any Affiliate of a Participant listed on Exhibit D. g. Participation Agreement means the separate agreement setting out the rights and obligations of the Participant to access, use, and disclose Patient Information. For NCCCN programs and services, Participant joins the Second Amended and Restated NCCCN Participation Agreement. 2. TERM. This Agreement commences upon the latter of the dates of execution, and continues through the last calendar day of the year in which it became effective. This is the Initial Term of the Agreement. The Agreement renews automatically on the first day of January for successive twelve (12) month periods ( Terms ) unless terminated by one of the Parties under one of the Termination provisions herein below. 3. SERVICES and PROGRAMS. All services and programs are contingent upon the continued availability of the underlying data and infrastructure, and any individual service or program may be discontinued at any time. The goal of CCNC is to keep listed services and programs available throughout a Term. For those services or programs with an associated fee, Participant agrees to pay all fees as listed on Exhibit A for all services and programs selected, and separately for each Participating Entity receiving a service or program with a fee as indicated in Exhibit D. All fees paid are non-refundable. Fees are subject to change without prior notice. Payment of all fees is due on a net thirty (30) day basis from Participant s receipt of invoice from CCNC. Participant may cancel any service or program selected in lieu of accepting any increase in fees for that service or program. 4. JOINDER TO PARTICIPATION AGREEMENTS. Participant and each Participating Entity listed on Exhibit D is hereby joined as a party to the Second Amended and Restated NCCCN Participation Agreement, attached hereto as Exhibit B-1 and incorporated herein by reference as if fully restated, for every service and program selected. A breach of the Participation Agreement by Participant or a Participating Entity shall constitute a material breach of this Agreement. 5. JOINDER TO AHRQ DATA USE AGREEMENT. Participant and each Participating Entity listed on Exhibit D is hereby joined as a party to the Data Use Agreement for AHRQ, attached hereto as a link in Exhibit B-2 and incorporated herein by reference as if fully restated, if Participant has selected the Heart Health NOW dashboard service or the Heart Health NOW program, or if any of the Participating Entities on Exhibit D have separately selected this service or program. 6. TERMINATION. a. Without Cause. Either Party may terminate this Agreement for any or no reason on sixty (60) days notice to the other Party. Page 5 of 8 REV. 11/10/2015

6 b. For Cause. Either Party may terminate this Agreement for a material breach by the other Party of any of the terms of this Agreement or of any applicable Participation Agreement if the breach is curable and remains uncured more than thirty (30) days after the breaching Party receives notice of the breach from the non-breaching Party. CCNC Inc. may terminate this Agreement immediately for any material breach by Participant which is not subject to cure. c. Data Privacy or Security Breach. Either Party may terminate this Agreement immediately upon actual notice of a verified, material breach by the other Party of data privacy or data security provisions of any BAA or Data Use Agreement executed by that other Party, which breach would constitute a violation of HIPAA. d. Termination from Participation Agreement. This Agreement shall terminate immediately should Participant for any reason no longer be covered by an applicable Participation Agreement. 7. EFFECT OF TERMINATION. If this Agreement terminates for any reason, Participant and all Participating Entities and Authorized Users under this Agreement shall immediately cease and not resume all access to, disclosure of, and use of Patient Information under any service or program covered under this Agreement. Participant shall be liable to CCNC, and NCCCN for any and all costs, losses, and damages that arise from any post-termination access to, disclosure of, or use of Patient Information by Participant or any agent or entity acting on behalf of Participant, including without limitation Participating Entities and Authorized Users, in violation of this provision. 8. INSURANCE. During the Term of this Agreement, each Party shall obtain and keep in force reasonable Cyber Liability and other insurance coverage to insure against Breach notification expenses, including but not limited to regulatory investigation, notification, and credit monitoring provided for affected individuals. Each Party shall provide certificates of insurance, or in the case of self-insurance, a letter of explanation evidencing such coverage upon reasonable request of the other Party. 9. LIMITATION OF LIABILITY. THE TOTAL AGGREGATE LIABILITY OF CCNC AND NCCCN, INDIVIDUALLY AND COLLECTIVELY, AND REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY, AGENCY, BREACH OF WARRANTIES, FAILURE OF ESSENTIAL PURPOSE, OR OTHERWISE, WITH RESPECT TO THE SERVICES OR PROGRAMS PROVIDED UNDER OR ANYTHING RELATED TO THIS AGREEMENT, SHALL BE LIMITED TO THE FEES PAID BY PARTICIPANT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE OCCURRENCE OF THE EVENT(S) GIVING RISE TO THE CLAIM(S). IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER OR TO ANY THIRD PARTY FOR ANY EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES SUFFERED BY EITHER PARTY OR ANY THIRD PARTY, ARISING FROM ANY CLAIM RELATED TO THIS AGREEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ALL DATA IS PROVIDED AS IS WITHOUT ANY WARRANTY OF BEING ERROR FREE OR CONTINUOUSLY AVAILABLE. 10. INDEMNIFICATION. Participant shall defend, indemnify, and hold harmless CCNC, and NCCCN and each of their respective officers, directors, agents, contractors, and employees from and against any and all third party claims, demands, actions, or suits, and shall be wholly liable for any and all losses, costs, reasonable expenses (including reasonable attorneys fees), damages, liabilities, and judgments of every nature or description against any of the foregoing entities or their officers, directors, agents and employees that arise out of (i) the performance by Participant of the obligations to be performed by it or (ii) any breach by Participant or any Participating Entity or Authorized User of any obligations, provisions, agreements, or covenants under this Agreement or any Participation Agreement or Joinder Agreement or other agreement to which Participant becomes a party through this Agreement. NCCCN shall defend, indemnify, and hold harmless Participant from and against any and all third party claims, demands, actions, or suits, and shall be liable for any and all losses, costs, reasonable expenses (including reasonable attorneys fees), damages, liabilities, and judgments that arise out of NCCCN s violation of HIPAA while performing a service or program run by NCCCN selected by Participant. 11. INTELLECTUAL PROPERTY. All underlying patient data remain the property of the Covered Entity supplying the patient data pursuant to the applicable Participation Agreement or Data Use Agreement, and all rights to use patient data are governed by those agreements. All software, applications, and reports are the respective property of CCNC, NCCCN, or their third party vendors, and Participant shall not gain any title or interest in any intellectual property under this Agreement, any Participation Agreement, or any Data Use Agreement. Participant shall not use any trade mark, service mark, copyright, or other intellectual property of CCNC or NCCCN without the prior written consent of the owner of that intellectual property. 12. NOTICES. Any notice required or permitted to be given hereunder shall be sent to the address for a Party provided on the first page of this Agreement. Notices shall be hand delivered, sent by certified mail, return receipt requested, postage prepaid, or sent by nationally recognized courier service for overnight delivery. Notices shall be deemed delivered Page 6 of 8 REV. 11/10/2015

7 the earlier of actual delivery or the second day next following delivery to the postal service or overnight courier. Each Party may change its address for notices at any time by giving notice as provided hereunder. 13. AUTHORITY; NO CONFLICT. CCNC and Participant each represent and warrant to the other that it is authorized to enter into this Agreement and the performance of its obligations hereunder shall not conflict with any other agreements to which it is bound. This Agreement shall not supersede prior agreements for Affiliates that are not listed on this Exhibit D. The terms applied to Participant only shall take precedence over prior terms in other agreements on this subject matter. 14. RELATIONSHIP. The relationship between CCNC, including each subsidiary, and Participant is strictly that of independent contractors, and this Agreement shall not create a partnership, agency, joint venture, employer-employee, or any other form of business relationship between Participant and any of those entities. Neither Participant nor CCNC, including its subsidiaries, shall have the power to bind the other in any respect whatsoever. 15. ASSIGNMENT. This Agreement may not be assigned or transferred by Participant without the prior written approval of CCNC. 16. SEVERABILITY. If any of the provisions of this Agreement shall be held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalid, illegal or unenforceable provision shall be deemed not part of this Agreement, and the remainder of this Agreement shall remain in full force and effect. 17. BINDING EFFECT. The rights and obligations of the Parties to this Agreement shall be binding upon and inure to the benefit of their respective successors and permitted assigns. 18. ENTIRE AGREEMENT. This Agreement, together with its exhibits and attachments and any referenced Participation Agreements and Data Use Agreements, constitutes the entire understanding between the Parties, and supersedes all prior agreements and contemporaneous statements with respect to the subject matter hereof for the listed Participating Entities. 19. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with, and the rights and liabilities of the Parties determined by, the laws and regulations of the State of North Carolina. 20. SURVIVAL. Any Section of this Agreement which by its nature should survive the expiration or termination of this Agreement shall survive the expiration or termination of this Agreement. Without limiting the generality of the foregoing, the Limitation of Liability, Indemnification, and Intellectual Property provisions of this Agreement shall survive the expiration or termination of this Agreement for any reason. 21. COUNTERPARTS. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement may be sent electronically with a signature made by hand or electronically, and that signed document shall be deemed an original if unaltered but for being made into an electronic form. 22. AMENDMENT. This Agreement may be modified or amended only in a writing signed by authorized representatives of both Parties. Any attempt to amend this Agreement orally or by electronic mail shall be void. Page 7 of 8 REV. 11/10/2015

8 Exhibit F Description of Fees Annual Subscription Fee NCCCN Core Services $ Integration Services (if applicable) One-Time Fees (Estimated) Category Description Description Estimated Fees Integration fees for connectivity to the Informatics Center per Service elections. Interfaces to be included for connectivity and clinical integration: $ This section represents estimated costs. Actual costs depend on the complexity of the work required to establish a proper connection, which is affected by the type of EMR system and the number of connections required. Data aggregator EMR system: Direct EMR integration EMR system: Invoicing: Annual Subscription Fees are invoiced annually in advance. One-time charges shall be invoiced upon delivery or completion of the Integration Services. All invoices are due within thirty (30) days of the invoice date. Connectivity to the Informatics Center is deemed to be the date the first interface is connected to the Informatics Center from the Participant s EMR system enabling Patient Information to be exchanged. Total Fees: Total One-Time Fees are $ Total Annual Fees are $ Note for Heart Health NOW Program Participants: Participants of Heart Health NOW may be eligible to receive some reimbursement for or a reduction in the cost of clinically integrating their electronic medical records (EMR) system with the Informatics Center. Participants may be eligible to receive up to $ per year of participation in Heart Health NOW as a reimbursement or reduction in fees, for invoices incurred between the date they elect the program through an executed TECCA and April 30, This offset of fees shall not exceed the actual cost incurred for the integration of their EMR system with CCNC s Informatics Center. This offset cannot be applied to NC HIE annual fees. Any offset would be applied to eligible fees on Participant s TECCA prior to invoicing. Any remaining offset would be applied to eligible fees incurred by Participant from their EMR system vendor. The Participant will need to provide proof of payment of such fees and an invoice for the reimbursable amount to invoices@communitycarenc.org. Offsets in fees associated with participation in Heart Health NOW are contingent on CCNC continuing in the Program, and are available at CCNC s sole discretion. Page 8 of 8 REV. 11/10/2015