Hawaii Medical Service Association - QUEST INTEGRATION … · 2014. 12. 30. · QUEST INTEGRATION PARTICIPATING LONG-TERM SERVICES AND . SUPPORTS PROVIDER AGREEMENT FOR NON-MEDICAL

QUEST INTEGRATION PARTICIPATING LONG-TERM SERVICES AND SUPPORTS PROVIDER AGREEMENT FOR NON-MEDICAL AIR TRANSPORTATION

This Agreement is made effective as of <INSERT EFFECTIVE DATE> (the “Effective Date”), and is by and between Hawai‘i Medical Service Association (“HMSA”), a Hawaii mutual benefit society, which has its office at 818 Keeaumoku Street, Honolulu, Hawaii 96814 and <INSERT NAME>, with offices at ________________________(“Provider”). WHEREAS, HMSA offers and/or administers health benefit plans in the State of Hawaii; WHEREAS, HMSA has a contract with the State of Hawaii Department of Human Services (“DHS”), pursuant to which HMSA has agreed to enroll and arrange covered health care services for persons eligible to receive benefits through the State of Hawaii’s QUEST Integration (“QUEST Integration”) program; WHEREAS, HMSA operates and administers The HMSA Plan for QUEST Integration Members (the “HMSA QUEST Integration Plan”); WHEREAS, Provider is in the business of _________, and is willing to provide services to HMSA Members who enroll in the HMSA QUEST Integration Plan in accordance with the terms and conditions set forth below; and WHEREAS, HMSA desires to engage Provider; and Provider desires to perform the services described herein and Provider desires to perform such services in accordance with the terms and conditions set forth. NOW THEREFORE, in consideration of the mutual promises set forth herein, Provider and HMSA (collectively, the “Parties”) agree as follows:

ARTICLE 1. PROVIDER’S OBLIGATIONS

1.1 Qualifications. Provider shall satisfy the following qualifications at all times during the term of this Agreement:

a. Procure and maintain at Provider’s expense professional and general liability and automobile insurance in amounts acceptable to HMSA. 1. Professional liability coverage shall be written subject to limits of not less than

$2,000,000.00 per loss. If coverage as required is written on a claims-made basis, the Provider warrants that any retroactive date applicable to coverage under the policy precedes the effective date of this contract; and that continuous coverage will be maintained or an extended discovery period will be exercised for a period of two (2) years after termination of the Agreement.

2. Provider, at its sole cost and expense, shall procure and maintain business auto liability insurance as shall be necessary to insure Provider and its shareholders, officers, employees, and agents, against any claim or claims for damages arising by reason of personal injuries or death occasioned directly or indirectly in connection with the transportation of Members, if applicable . Such insurance shall cover liability arising out of any auto (including owned, hired and non-owned autos) and in an amount adequate for the risk insured against. Except as otherwise agreed in writing by the Parties, each

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such policy shall have limits of not less than one million dollars ($1,000,000.00) per accident.

b. Provider must immediately advise HMSA if Provider ceases to be involved in an independent

trade, business or profession in which case the appropriateness of the Agreement will be re-evaluated.

c. Comply with all other terms and conditions of this Agreement. d. [IF APPLICABLE, ADD: Be duly licensed or certified and in good standing to practice <INSERT

PROFESSION>in accordance with applicable Hawaii state law. Provider shall provide a copy of such Hawaii state license or certification to HMSA within thirty (30) days of the effective date of this Agreement and within thirty (30) days of the renewal of such license or certification.]

1.2 Provider Services. Provider shall perform the services for which HMSA has contracted as

described in Exhibit A, Provider Services, attached hereto and incorporated herein. From time to time, Provider will be required to meet deadlines set forth by HMSA for work that is assigned to Provider.

If applicable, Provider shall provide or arrange for services to Members in accord with the following time frames: (i) emergent care immediately for Emergency Medical Conditions, twenty-four (24) hours a day, seven days a week and without prior authorization, (ii) urgent care within twenty-four (24) hours, (iii) pediatric sick care within twenty-four (24) hours, adult sick care within seventy-two (72) hours, and routine and preventive care within twenty-one (21) calendar days for behavioral health visits and non-behavioral health visits.

1.3 Schedule. Provider shall dedicate a sufficient time each month to the performance of the

services contracted for under this Agreement but the amount, timing and scheduling of such activity is solely in the discretion of Provider. However, if Provider fails to provide sufficient or adequate service as determined solely in the discretion of HMSA, HMSA will discuss remediation with Provider. If no improvement is made, HMSA may terminate this Agreement in accordance with Section 3.3.

1.4 Warranties and Representations. Provider warrants and represents that:

a. It has screened and verified that all persons performing any services for HMSA under this Agreement have not been convicted of a prohibited felony under the Violent Crime Control and Enforcement Act of 1994, as amended, 18 U.S.C. §1033, which prohibits the participation in the business of insurance of any individual who has committed any criminal felony involving dishonesty or a breach of trust, or who has been convicted of an offense under that statute, and Hawaii law, HRS §431:2-201.3, which prohibits any individual with any felony conviction from engaging in the business of insurance. If any such person has been convicted of a prohibited felony under either of those statutes, then that person will not perform any services without first having obtained a legally sufficient waiver from the state insurance commissioner. Provider further promises to defend and indemnify HMSA for any claims, costs or damages incurred relating to either compliance with or a breach of this provision, and Provider further agrees that HMSA


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may immediately terminate this Agreement if Provider is in breach of this provision, and Provider's obligation to defend and indemnify HMSA shall survive such termination.

b. It has not been excluded from participation in any federal health care program under Section 1128 or 1128A of the Social Security Act.

c. It has not been sanctioned by the U.S. Department of Health and Human Services (HHS),

Office of Inspector General (the "OIG"). d. Provider, its employees or subcontractors, it is not listed on the OIG's web site List of

Excluded Individuals and Entities, or any other State or Federal exclusion list. e. Provider, its employees or subcontractors, it is not listed on the General Services

Administration’s Excluded Parties List System, or any other State or Federal exclusion list.

f. It possesses appropriate state license(s) that have not been sanctioned or limited. g. It has not been convicted of a criminal offense related to Provider’s involvement in any

Medicare, Medicaid, or Title XX program, including its owners and those with a control interest in Provider.

h. It will notify HMSA immediately if it is convicted of a fraud or felony or is suspended,

prohibited or excluded from participation in a federal health care program (as defined in 42 U.S.C. § 1320a-7b(f) , including, but not limited to, the State of Hawaii’s Medicaid program.

Provider promises to defend and indemnify HMSA for any claims, costs or damages incurred relating to either compliance with or a breach of this Section. Provider further agrees that HMSA may immediately terminate this Agreement if Provider is in breach of this provision, and Provider’s obligation to defend and indemnify HMSA shall survive such termination.

1.5 Compliance with Law. Provider agrees to take all actions necessary and appropriate to assure

compliance with all applicable federal, state and local laws, and to furnish HMSA proof of such compliance upon written request. This shall include, but is not limited to:

a. timely reporting and paying all Hawaii General Excise taxes due and imposed on any

gross income received by Provider under this Agreement; b. bearing full responsibility and liability for all requirements imposed by federal and state

laws regulating employers including but not limited to federal and state wage-hour laws, state unemployment insurance contributions, workers' compensation coverage and insurance, temporary disability insurance, prepaid health care coverage, and all federal and state safety, labor relations and equal employment opportunity laws;

c. timely reporting and paying all federal and state taxes, if any, related to payments

received by Provider pursuant to this Agreement or to wages paid by Provider to Provider’s employees, if any, including but not limited to Federal or State


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Self-Employment Taxes, the Federal Insurance Contributions Act, the Social Security Act, the Federal Unemployment Tax Act and all income tax withholding laws.

d. when applicable, complying with all federal, state and CMS requirements set forth in,

but not limited to Exhibit B, with respect to Medicaid Benefit Plans for services provided to members of the Hawaii medical assistance program adopted under Title XIX of the Federal Social Security Act, upon HMSA’s participation in such program.

1.6 Compliance with HMSA Policies.

a. Conflict of Interest. Provider shall notify HMSA if a business or personal relationship

affects the Provider’s ability to act in the best interests of HMSA.

b. Gifts and Entertainment. Provider, when acting pursuant to this Agreement, shall not accept gifts or entertainment from, nor offer gifts or entertainment to federal government employees or their contractors under any circumstances. Provider, when acting pursuant to this Agreement, may accept gifts or entertainment from, or offer gifts or entertainment to individuals who are not federal government employees or contractors only if all of the following conditions are met: 1. The gift is not cash; 2. The value of the gift or entertainment does not exceed $100 per occasion; 3. The value of gifts or entertainment (offered or received to/from an individual or

entity) does not exceed $250 in any given year; 4. The gift or entertainment is reasonable and appropriate to the occasion; 5. Accepting the gift or entertainment does not affect the consultant’s ability to

act in the best interest of HMSA; 6. The gift or entertainment is not offered with the intent to obtain or reward

favorable treatment; 7. The gift or entertainment offered does not create the appearance of

impropriety or cause embarrassment to HMSA; 8. The gift or entertainment offered does not violate any policy of the recipient’s

organization; and 9. It is not intended to influence state employees or legislators official duties or

reward any action on their part.

c. Physical Security. Provider shall abide by the established rules of HMSA with respect to physical security, as revised periodically, and shall submit a signed statement to this effect on an annual basis during the term of this Agreement.

d. HMSA equipment/software. Although Provider is normally expected to supply the tools, equipment, hardware and software, as applicable, needed to perform the Provider Services hereunder, in the event Provider uses HMSA tools, equipment, hardware and/or software, including, but not limited to, computers, telephones, Internet access or storage devices [add additional items as necessary], Provider agrees to comply with HMSA policies that apply to the use of such tools, equipment, hardware and/or software.

e. Harassment. Provider shall not engage in harassing conduct toward any HMSA


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employee, member, Provider or other individual.

f. Drug-Free Workplace. Provider shall not engage in any activity related to the unlawful possession, manufacture, distribution, dispensation, or use of a controlled substance when acting pursuant to this Agreement.

g. Ethical Behavior. Provider shall work with integrity and honesty when acting pursuant

to this Agreement. h. Handbook. Provider shall comply with all applicable provisions of the HMSA QUEST

Integration Participating Provider Handbook Participating Provider Handbook, available on-line at the HMSA Provider E-Library, including but not limited to billing and coding requirements, the HMSA cultural competency plan, and HMSA’s compliance plan including all fraud and abuse requirements and activities. Notwithstanding the foregoing, in the event of a conflict between the provisions of the HMSA QUEST Integration Participating Provider Handbook and the terms of this Agreement, the terms of this Agreement shall control.

1.7 Confidentiality. a. Definition of Confidential Information. Confidential Information shall mean all information disclosed pursuant to this Agreement by HMSA to Provider, including but not limited to all records, notes, memoranda, summaries and other materials in whatever form maintained, that contain or reflect or are based upon, in whole or in part, any of HMSA’s confidential or proprietary information. It shall include:

• all information relating to HMSA’s accounting and business practices, pricing

strategies, actuarial data, utilization management, case management and medical management data, trend data, enrollment and claims data, research and technical information, processes, procedures, formulae, developments, products, services, trade secrets, customer lists, customer needs and requirements, pricing, financial information, employee information, and know-how; and

• confidential member information (“CMI”) that is disclosed to or becomes known by Provider in the course of performing Provider Services hereunder, including, but not limited to, name, address, birth date, member ID number, dates of health care service, claims information, diagnosis, name of the member’s provider or employer, and Protected Health Information of the member.

b. Use of Confidential Information. Provider acknowledges that in and as a result of

engagement by HMSA hereunder, Provider will be making use of, acquiring and/or adding to Confidential Information having a special and unique nature and value relating to HMSA. Provider further acknowledges that the disclosure of such information would cause a substantial decrease in the value of HMSA’s business and goodwill and that disclosure of such information to Provider is being made only because of, and to the extent necessary for, Provider’s performance of the Provider Services hereunder. Accordingly, Provider agrees:


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1. to protect any and all Confidential Information received pursuant to this Agreement from unauthorized access, use and disclosure;

2. not to use the Confidential Information for any purpose other than to perform

the services identified in this Agreement; 3. not to record, copy, publish or reproduce any Confidential Information in any

form, except to the extent necessary to perform services or such other uses as identified in this Agreement ;

4. not to disclose the Confidential Information to, or otherwise permit access to

the Confidential Information to, any third party, without prior written consent of HMSA unless otherwise required by law;

5. to limit access to and use of the Confidential Information to those employees,

agents, and subcontractors of Provider who have a need to know such information for purposes of performing services identified in this Agreement; and

6. to protect the confidentiality of the Confidential Information at a minimum in

the same manner that it protects its own proprietary and confidential information, but not less than a reasonable degree of care;

7. take any and all other reasonable steps necessary to: (i) prevent other persons

from disclosing, passing on, or making use of the Confidential Information for purposes other than as permitted by this Agreement; and (ii) ensure that the Confidential Information will only be used in conformity with applicable laws and regulations.

c. Return of Confidential Information. Upon the termination or expiration of this

Agreement or upon written request of HMSA, Provider shall cease using all of HMSA’s Confidential Information and promptly return it to HMSA.

1.8 Protected Health Information.

a. Protected Health Information Protected as Confidential Information. All the protections of Confidential Information created herein, and all limitations on use and disclosure of Confidential Information herein, also apply to Protected Information, as that term is defined by the Health Insurance Portability and Accountability Act of 1996 and implementing regulations (“HIPAA”). The provisions of this section are in addition to those protections and limitations.

b. Business Associate Agreement. Provider shall be bound by and comply with the provisions of HMSA’s standard Business Associate Agreement, attached as Exhibit C, which is incorporated herein by reference. Upon request by HMSA, Provider shall disclose its policies and guidelines for preserving the security and privacy of Protected Health Information.


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1.9 Noncompliance. Any violation of the requirements set for in Sections 1.5, 1.6, 1.7, or 1.8 must immediately be reported to HMSA Compliance and Incident Hotline at 1-800-749-HMSA (4672). Provider shall abide by such other requirements when acting pursuant to this Agreement as HMSA may reasonably require.

1.10 Pilots. All captains and co-pilots (“Pilots”) flying aircraft in connection with the provision of Covered Services to Members shall be fully qualified to operate the aircraft provided, including, without limitation: (i) having successfully completed an approved flight safety program at Flight Safety International or equivalent facilities, or being factory trained and having twenty-five (25) hours in the specific type of aircraft provided before flying as a pilot in command on patient missions; (ii) possessing a commercial airplane license with five hundred (500) multi-engine hours, as well as a minimum of two thousand (2000) flight hours as pilot in command; (iii) being in current compliance with all applicable standards set by the FAA for Part 135 air carriers; (iv) being type-rated in any aircraft operated by the Pilot in connection with the provision of Covered Services to Members; and (v) maintaining in good standing throughout the term of the Agreement Airline Transport Pilot certification and First or Second Class Medical certification. If flying instrument flight rules (“IFR”), the Pilot shall have an airplane multi-engine land instrument rating, with a minimum of two hundred fifty (250) hours of instrument flying time to include no more than one hundred twenty-five (125) hours of simulated time and one hundred (100) night hours.

ARTICLE 2. PAYMENT

2.1 Compensation. In consideration of Provider’s satisfactory performance of the Provider Services, HMSA shall pay Provider amounts as quoted to HMSA upon the booking of Provider Services. HMSA shall pay Provider via credit card when Provider Services are booked, or within thirty (30) days after receipt of Provider’s Claim or signed invoice describing the nature of the services provided generally and the time expended in performing such work. Provider shall submit such invoices on a monthly basis within thirty (30) days of the end of the month. Provider agrees to submit such invoices in a form and with such detail as are acceptable to HMSA. Provider shall accept the HMSA payment as payment in full for Covered Services rendered to Members pursuant to this Agreement and shall not charge the Member for any cost of a Covered Service whether or not the service was reimbursed by HMSA.

Participating Physician shall refund any payment received from a resident or family member (in

excess of share of cost) on behalf of the Member for the prior coverage period. 2.2 Expenses. Except for expenses and financial obligations incurred on behalf of and at the

direction of HMSA, Provider shall bear all costs and expenses in the discharge of Provider’s obligations under this Agreement. Provider shall not incur any expense or financial obligation on behalf of HMSA without the advance written consent of HMSA. In no event shall HMSA reimburse Provider for any expenses or other financial obligations for which Provider does not provide adequate supporting documentation to HMSA.

2.3 Benefits. Provider shall not be entitled to receive any employee benefit, health insurance, reimbursement, or other perquisite from HMSA, and Provider expressly agrees that Provider is responsible for providing worker's compensation or other benefits including, but not limited to, retirement plan participation or disability benefits to Provider and its employees.


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2.4 Claims. Provider shall submit Claims under this Agreement only for Medically Necessary Covered Services rendered personally by Provider. Provider shall submit Claims that Provider certifies to be accurate and complete to HMSA within three hundred sixty-five (365) calendar days after completion of services. No payment will be made for Claims submitted more than 365 days after services were rendered. Provider shall not collect payment from Members for any Covered Services for which the Claims submission period has expired. Provider has the right to request a review by HMSA within sixty (60) calendar days of Provider’s receipt of HMSA’s decision to deny or pay the Claim.

2.5 Claims for Care Rendered to Newborns. HMSA shall be financially responsible for Claims that

meet the payment determination requirements set forth in Section 4.2 above and are for Covered Services rendered to the newborn children of Members during the initial auto-enrollment period following birth.

ARTICLE 3. TERM AND TERMINATION

3.1 Term. Unless terminated earlier in accordance with this Agreement, this Agreement shall

commence on the Effective Date and shall remain in effect until <INSERT TERM DATE>. 3.2 Termination By Either Party. Either Party may terminate this Agreement by giving the other

Party sixty (60) days written notice. 3.3 Termination by HMSA. This Agreement may be terminated by HMSA immediately upon written

notice if Provider (a) engages in fraud or misrepresentation, (b) Provider ceases to satisfy any of qualifications set forth in Section 1.1 above, (c) Provider fails to provide sufficient or adequate services as determined solely in the discretion of HMSA, (d) Provider is the subject of an actual or proposed exclusion from participation in a state or federal health care program, or (e) fails to abide by requirements set forth in Sections 1.4 – 1.9 above.

3.4 Effect of Termination. If either Party gives notice of termination for any reason, Provider shall

cooperate with HMSA in providing a smooth transition to any new Provider designated by HMSA. HMSA shall pay Provider for all fees and permitted expenses incurred by Provider and for all deliverables received and accepted by HMSA in performing Provider Services as of the effective date of termination.

ARTICLE 4. INDEMNIFICATION

4.1 Scope of Indemnification. Provider agrees to indemnify, defend, and hold harmless HMSA, its

directors, officers, employees and agents, and defend any action brought against same with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys' fees, to the extent that such action is based upon a claim that: (i) if true, would constitute a breach of any of Provider’s representations, warranties, or agreements hereunder; (ii) arises out of the negligence or willful misconduct of Provider; or (iii) any of the materials provided by Provider hereunder infringe or violate any right of third parties, including, without limitation, rights of publicity, rights of privacy, patents, copyrights, trademarks, trade secrets and/or licenses.

4.2 Notice. In claiming indemnification hereunder, HMSA shall promptly provide Provider with


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written notice of any claim which HMSA believes falls within the scope of the indemnification provision above. HMSA may, at its own expense, assist in the defense if it so chooses, provided that the Provider shall control such defense and all negotiations relative to the settlement of any such claim and further provided that any settlement intended to bind HMSA shall not be final without HMSA’s written consent, which shall not be unreasonably withheld.

ARTICLE 5. RELATIONSHIP OF PARTIES

5.1 Independent Provider. It is expressly understood and agreed that, in the performance of

Provider Services under this Agreement, Provider shall at all times act as an independent contractor with respect to HMSA, and not as an employee or agent of HMSA. It also is expressly understood and agreed by the Parties that nothing contained in this Agreement will be construed to create a joint venture, partnership, association, or other affiliation or like relationship between the Parties. In no event shall either Party be liable for the debts or obligations of any other except as otherwise specifically provided in this Agreement.

HMSA neither reserves, nor will it exercise, any control over the method or manner in which Provider performs the services described above and Provider, as an independent contractor with the skill and professional expertise necessary to perform the contracted for services; however, HMSA shall have a general right to determine whether, in HMSA's opinion, the services are being performed by Provider in accordance with the provisions of this Agreement and terminate the agreement or enforce Provider's obligations under this Agreement in accordance with its terms.

5.2 Non-exclusive. This Agreement is non-exclusive. During the term of this Agreement, Provider

shall be entitled to maintain active business activities independent of serving as Provider for HMSA provided that such activities do not interfere with or conflict with the services to be performed by Provider for HMSA.

5.3 Subcontractors. Provider shall not use subcontractors to perform services under this

Agreement without the prior written consent of HMSA. Should HMSA approve the use of a subcontractor, Provider will ensure that the subcontractor and subcontractor’s owners, individuals with controlling interests, and managing employees are complying with and are bound in writing to all the requirements set forth in Sections 1.4-1.9 of this Agreement. Provider shall be responsible for the services provided by that subcontractor to the same extent that Provider would have been had Provider performed those services without the use of a subcontractor.

5.4 Tax and Withholdings. Provider agrees that: (a) Provider is not an employee of HMSA for

federal, state or local tax purposes; (b) HMSA will not withhold on behalf of Provider any sums for income tax, unemployment insurance, social security, or any other withholdings pursuant to any law or requirement of any governmental body or make available any of the benefits afforded to employees of HMSA; and (c) all of such payments, withholdings, and benefits, if any, are the sole responsibility of Provider. Provider agrees to indemnify and hold HMSA harmless from any and all loss or liability arising from Provider’s failure to make such payments, withholdings, and benefits, if any. In the event the Internal Revenue Service or any other governmental agency should question or challenge the independent contractor status of Provider, the Parties hereby agree that Provider and HMSA have the right to participate in any


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discussion or negotiation occurring with such agency or agencies, regardless of with whom or by whom such discussions or negotiations were initiated.

5.5 Blue Cross Blue Shield Association. Provider expressly acknowledges that this Agreement

constitutes a contract between Provider and HMSA, that HMSA is an independent plan operating under a license with the Blue Cross and Blue Shield Association (the “Association”), an association of independent Blue Cross and Blue Shield Plans, permitting HMSA to use the Blue Cross and Blue Shield Service Marks in the State of Hawaii, and that HMSA is not contracting as the agent of the Association. Provider further acknowledges and agrees that Provider has not entered into this Agreement based upon representations by any other person or entity other than HMSA and that no person, entity, or organization other than HMSA shall be held accountable or liable to Provider for any of HMSA’s obligations to Provider created under this Agreement. This paragraph shall not create any additional obligations whatsoever on the part of HMSA other than those obligations created under other provisions of this Agreement.

ARTICLE 6. PROPRIETARY INTEREST

6.1 HMSA’s Ownership Right. The ownership and right of control of all reports, records, and

supporting documents prepared by Provider hereunder for the Provider Services belong to HMSA as a “work made for hire”; provided, that Provider shall have access to such reports, records, and supporting documents as authorized by HMSA policies and the laws of the State of Hawaii. As to such works, Provider shall not use or disclose such works outside of HMSA for any purpose without the prior written consent of HMSA. HMSA shall not claim ownership of work product that results from independent efforts of Provider for which no compensation is paid by HMSA.

6.2 Assignment of Work and Contribution. If HMSA is not able to obtain copyright ownership

under the statutory provision for “works made for hire,” then Provider hereby assigns to HMSA all right, title and interest in (A) the copyright to Provider’s work of authorship (“Work”) and contribution to any such Work (“Contribution”); (B) any registrations and copyright applications, along with any renewals and extensions thereof, relating to the Contribution or the Work; (C) all works based upon, derived from, or incorporating the Contribution or the Work; (D) all income, royalties, damages, claims and payments now or hereafter due or payable with respect to the Contribution or the Work; and (E) all causes of action, either in law or in equity, for past, present, or future infringement of copyright related to the Contribution or the Work, and all rights corresponding to any of the foregoing, throughout the world.

ARTICLE 7. MISCELLANEOUS

7.1 Arbitration. All disputes arising out of or related to this Agreement, or its breach, shall be

settled by arbitration conducted pursuant to the Hawaii Uniform Arbitration Act, HRS ch. 658A and in accordance with the rules of Dispute Prevention & Resolution, Inc. (“DPR”), then in effect applicable to the Hawaii Uniform Arbitration Act, HRS ch. 658A, or pursuant to such other rules as to which the parties may mutually agree, by one arbitrator appointed in accordance with such rules. The arbitrator shall also hear and determine any challenges to the arbitration agreement and any disputes regarding whether a controversy is subject to an agreement to arbitrate. In order to make the arbitration hearing fair, expeditious and cost-effective, discovery by both parties shall be limited to requests for production of documents material to the claims


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or defenses in the arbitration. Limited depositions for use as evidence at the arbitration hearing may occur as authorized by HRS §658A-17(b). Any arbitration proceeding shall be brought in Honolulu, Hawaii. DPR will conduct the arbitration, unless the Parties agree upon another arbitration service within thirty (30) calendar days of receipt of the initial request for arbitration. If the parties are not able to agree on an arbitrator within thirty (30) calendar days following the submission of the claim to the arbitration service, then the Parties shall select an arbitrator in accordance with the arbitration service’s arbitrator selection procedures. The arbitration will be conducted pursuant to the Hawaii Uniform Arbitration Act, HRS ch. 658A and the arbitration service’s arbitration rules (or such other arbitration rules as the parties may mutually agree); to the extent they are consistent with the arbitration provisions in this Agreement. Any award rendered by the arbitrator shall be final and binding upon the parties. Judgment upon the award may be entered in any court of record of competent jurisdiction. The arbitrator may award any remedy that can be granted by a court in like circumstances, provided that no award of punitive damages or exemplary damages shall be made. Each party will pay its own expense of Arbitration and the expenses of the arbitrator will be equally shared unless, in the opinion of the arbitrator, any claim by a party, or any defense or objections by the other party, was unreasonable. In that case, the arbitrator may, in his or her discretion, assess as part of the award all or any part of the arbitration expenses, including the other party's reasonable attorney’s fees and expenses of the arbitrator in an amount authorized by law, against the party raising such unreasonable claim, defense or objection. Nothing in this Agreement shall prevent the parties from settling any dispute by mutual agreement at any time.

7.2 Member’s Medical Record. Provider shall ensure that a medical record is established and maintained for each Member that fully documents in a detailed and comprehensive manner medical services rendered and billed. Provider shall further ensure that such record is legible, signed and dated, and complies with good professional medical practice, Hawaii statutory and regulatory requirements, and the requirements of HMSA’s QUEST Integration contract with DHS, including requirements outlined in the HMSA QUEST Integration Participating Provider Handbook, permits effective professional medical review and medical audit processes, and facilitates an adequate system for follow-up treatment. In addition, Provider shall make such medical record available to the Member at each Encounter. Provider shall guarantee the Member the right to request and receive a copy of his or her medical records, and to request that they be amended, as specified in 45 C.F.R. Part 164. In the event that Provider is compensated by capitation payments, Provider shall submit on a monthly basis complete and accurate encounter data and medical records to support encounter data upon request from HMSA without the specific consent of the Member, DHS or its designee for the purpose of validating encounters.

7.3 Confidentiality. Provider shall keep confidential and prevent the unauthorized disclosure of any and all medical records and information required to be prepared or maintained by Provider under this Agreement, and shall at all times during the term of this Agreement comply with all applicable laws and regulations governing the confidentiality and use of Member medical records and personal information, including, but not limited to, the provisions of the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and the regulations promulgated thereunder, including the Security and Privacy requirements set forth in 45 C.F.R. Parts 160 and 164 and the Administrative Simplification requirements set forth in 45 C.F.R. Part 162; the provisions of 42 C.F.R. Part 431, Subpart F; H.A.R. Chapter 17-1702; H.R.S. §346-10; 42 C.F.R. Part 2; H.R.S. § 334-5; H.R.S. Chapter 577A; and all other applicable Hawaii statutes and


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administrative rules.

7.4 Governing Law. This Agreement shall be governed in all respects by the laws of the State of Hawaii without regard to its conflict of laws provisions, and HMSA and Provider agree that the sole venue and jurisdiction for disputes arising from this Agreement shall be the arbitration procedures set out above and the appropriate state or federal court located in the city of Honolulu, and HMSA and Provider submit to the jurisdiction of such courts.

7.5 Amendment. This Agreement may only be amended upon the mutual written consent of the

parties, except that HMSA may unilaterally amend this Agreement as necessary to comply with federal or state law and/or DHS or CMS rules, directives or guidance applicable to the Medicaid and/or QUEST Integration programs.

7.6 Notice. Any notice, communication or payment required by this Agreement shall be deemed

given if and when personally delivered in writing or if and when mailed by United States registered or certified mail, postage prepaid.

If to Provider: If to HMSA: [ADDRESS] Hawaii Medical Service Association [ADDRESS] 818 Keeaumoku Street

[ADDRESS] Honolulu, HI 96814 Attention: [NAME]

Attention: [NAME]

7.5 Assignment. Neither Party may assign this Agreement without the prior written consent of the

other Party.

7.6 Waiver. The waiver of either Party or its failure to enforce any particular provision of this Agreement shall not constitute a waiver of any other provision of this Agreement, or of any subsequent breach by a Party, or of the other Party’s right to enforce any and all provisions of this Agreement in accordance with its terms.

7.7 Survival of Provisions. All provisions relating to confidentiality, non-disclosure, proprietary rights, privacy, limitations of liability, indemnification obligations and payment obligations shall survive the termination or expiration of this Agreement.

7.8 Execution. This Agreement may be signed by the Parties in multiple counterparts, all of which

taken together will be deemed one and the same instrument. Facsimile and photocopy signatures shall have the same binding effect as manual, original signatures.


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IN WITNESS WHEREOF, HMSA and Provider execute this Agreement in multiple originals to be effective as of the Effective Date.

HAWAI‘I MEDICAL SERVICE ASSOCIATION [NAME]

BY: __________________________________ BY: __________________________________

NAME: _______________________________ NAME: _______________________________

TITLE: ________________________________ TITLE: ________________________________

DATE: ________________________________ DATE: ________________________________

TAX ID: _______________________________

BY: __________________________________

NAME: _______________________________

TITLE: ________________________________

DATE: ________________________________


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EXHIBIT A

PROVIDER SERVICES

<REVISE ACCORDINGLY FOR APPLICABLE PROVIDER TYPE>

Provider agrees to perform on behalf of HMSA the professional services as described below and as may be otherwise agreed to by Provider and HMSA: Those professional services and benefits to which a Member is entitled under Hawaii’s Medicaid programs, including QUEST Integration, and which are described in the HMSA QUEST Integration Participating Provider Handbook.


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EXHIBIT B Medicaid/QUEST Integration Provisions

Provider will comply with the terms in this Exhibit to the extent applicable to the services Provider provides to assist HMSA fulfill its obligations under the QUEST Integration Program, a federal Medicaid Waiver Program. 1. Taxes. Within sixty (60) days after the Effective Date, Provider shall provide to HMSA a tax

clearance certificate from the Director of the Department of Taxation, State of Hawaii, showing that all delinquent taxes, if any, levied or accrued under State law against Provider have been paid.

2. Confidentiality. Provider shall comply with Hawaii Administrative Rule Title 17 Chapter 1702, Hawaii Revised Statute Chapter 334, Section 5 and Hawaii Revised Statute Chapter 346, Section 10 relating to protection of records and confidentiality.

3. QAPI. Provider shall comply with QUEST Integration’s Quality Assessment and Performance Improvement (“QAPI”) Standard IX a copy of which is attached as Schedule 1.

4. Inspection. Provider shall grant the Department of Human Services for the State of Hawaii (“DHS”) the right to inspect this Exhibit and the Agreement at any time during the contract period.

5. Liability. Provider agrees that in no event, including, but not limited to, non-payment by HMSA, the insolvency of HMSA, or termination or breach of this Agreement, or Provider’s failure to follow HMSA procedures that results in nonpayment, shall Provider bill, charge, collect a deposit from, seek compensation, remuneration or reimbursement from, or have any recourse against DHS or any QUEST Integration Member for payment for services provided pursuant to this Agreement to QUEST Integration Members. HMSA shall be the sole point of recovery. Provider further agrees that the State and QUEST Integration Members shall bear no liability for HMSA’s failure or refusal to pay valid claims for payments for services provided hereunder to QUEST Integration Members. If a Member self-refers to a specialist or other HMSA QUEST Integration participating provider without following procedures (i.e., obtaining prior authorization), HMSA may deny payment to Provider. Neither the State of Hawaii nor the member shall bear any liability for services provided to a member for which the State does not pay HMSA, or for which HMSA or the State does not pay the member or Provider, or for payment for services rendered by Provider that is in excess of the amount that the member would owe if HMSA made the payment directly to Provider or member. This provision does not prohibit Provider from collecting nominal cost sharing amounts as specifically authorized by the Hawaii Medicaid State Plan and the HMSA QUEST Integration Participating Provider Handbook, or fees for services or supplies that are not Hawaii Medicaid program benefits described in the HMSA QUEST Integration Participating Provider Handbook (“Covered Services”) delivered on a fee-for-service basis to members, or fees for services or supplies that are not Covered Services if a Member self-refers to a specialist or other HMSA QUEST Integration participating provider without following procedures (i.e., obtaining prior authorization) and HMSA denies payment to Provider, provided that Provider shall not bill or collect from a member any charges for non-Covered Services unless a written Agreement of Financial Responsibility or Advance Beneficiary Notice,


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as applicable, that is: (i) in the form set forth in the HMSA QUEST Integration Participating Provider Handbook, (ii) specific to the service, and (iii) signed by the member or the member’s legal representative, is obtained prior to the time services are rendered.

6. Accounting. Provider accounting procedures and practices shall conform to generally accepted accounting principles. Provider shall maintain fiscal records and supporting documents and related files, papers and reports that adequately reflect all direct and indirect expenditures and management and fiscal practices related to its performance of obligations under this Exhibit and Agreement to QUEST Integration Members.

7. Costs. Provider shall ensure that all costs applicable to activities performed for QUEST Integration Members are readily ascertainable from the audit records.

8. Retention. Provider shall retain all medical information applicable to QUEST Integration Members in accord with Hawaii Revised Statutes §§ 622-51 and -58 for a minimum of 7 years after the last date of entry in the records. For minors, records must be preserved and maintained during the period of minority plus a minimum of 7 years after the age of majority.

9. Access. Provider shall provide prompt access to records (whether electronic or paper), including claims information, to CMS, the State Medicaid Fraud Control Unit, DHS or their respective designee without member consent so long as the access to the records is required to perform the duties of this Exhibit and Agreement and to administer the QUEST Integration Program, provided that access to member identifying information is limited to persons or agencies requiring the information in order to perform their duties, the Department of Health and Human Services of the United States, DHS or its designees. State and federal audit standards shall apply.

10. Encryption. Provider shall implement, as directed by the Med QUEST Division of DHS (“MQD”), a secure electronic mail (email) encryption solution to ensure confidentiality, integrity, and authenticity of email communications.

11. Compliance with laws. Provider shall know, understand and comply with the following laws: • Hawaii Revised Statutes Chapter 577A relating to legal capacity of a minor regarding

medical care • Hawaii Revised Statutes §325-101 for persons with HIV/AIDS • Hawaii Revised Statutes §334-5 for persons receiving mental health services • Hawaii Revised Statutes Chapters 487J and 487N • 42 C.F.R. Part 2 for persons receiving substance abuse services • 42 C.F.R. §431, Subpart F • Title VI of the Civil Rights Act of 1964 • the Age Discrimination Act of 1973 • the Americans with Disabilities Act • the Rehabilitation Act of 1973 • 45 C.F.R. Part 80; 42 C.F.R. §§434, 438.6(d)(4), 438.6(f), 438.100(d), and 438.206(c)(2) • Title IX of the Education Amendments Act of 1972 (regarding education programs and

activities); and • 42 U.S.C. §2000d.


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12. Audit. Provider shall allow CMS, the State of Hawaii Medicaid Fraud Control Unit, the DHS, and

the federal Department of Health and Human Services, or their respective designees, to inspect evaluate, and audit any pertinent books, financial records, medical records, documents, papers, and Provider’s records involving financial transactions related to this Agreement and for the monitoring of quality of care being rendered without the specific consent of the Member.

13. Limits. Provider shall not limit the frequency and quantity of medically necessary services to QUEST Integration beneficiaries under the age of 21.

14. Copy of medical records. Provider agrees that each QUEST Integration Member shall be guaranteed the right to request and receive a copy of his or her medical records, and to request that they be amended, as specified in 45 C.F.R. Part 164.

15. Discrimination. Provider shall not discriminate among members on the basis of their race, color, creed, ancestry, sex, including gender identity or expression, sexual orientation, religion, health status, income status, physical or mental disability, or need for health care services. Provider’s hours of operation for QUEST Integration Members shall be no less than those for Provider’s non-QUEST Integration Member clients. Provider’s hours of operation for QUEST Integration members shall be no less than those for Provider’s non-QUEST Integration member clients.

16. Excluded from participating. Provider warrants and represents to HMSA that, during the term of this Agreement, Provider and its employees who provide any of the Services or Deliverables to HMSA are not debarred, suspended, or otherwise excluded from participating in procurement activities under Hawaii Revised Statutes § 103D-702 or the Federal Acquisition Regulation, or from participating in nonprocurement activities under regulations issued pursuant to Executive Order No. 12549 or under guidelines implementing such order. Provider shall not at any time during the term of this Agreement arrange for the provision of Services through a person or entity that does not meet these criteria at the time services are rendered.

17. Marketing materials. Provider shall not distribute marketing materials to QUEST Integration Members that have not been approved by DHS.

18. Data and reports. Provider shall provide all information, data, reports, and records that are requested by HMSA, within HMSA’s requested timeframes, to fulfill its reporting requirements to DHS.

19. Breaches. Provider shall notify HMSA and MQD of all breaches of confidential information relating to Medicaid applicants and recipients, as HMSA QUEST Integration Members. The notice to HMSA shall be upon discovery of the breach. The notice to MQD shall be within two (2) business days of discovery of the breach and a written report of the investigation and resultant mitigation of the breach shall be provided to MQD within thirty (30) business days of the discovery of the breach.

20. Written policies. Provider shall comply with all applicable provisions of 42 U.S.C. §1396a(a)(68) as it relates to establishing written policies for all employees (including management), which includes the information required by 42 U.S.C. §1396a(a)(68).


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21. Complaints. Provider shall track and report complaints lodged against it to HMSA.

22. No-Show Fees. Provider shall not impose a no-show fee for QUEST Integration Members who

were scheduled to receive a Provider Service.

23. Quality Improvement. As requested by HMSA, Provider shall cooperate with and participate in ongoing HMSA quality improvement activities. Provider agrees to work in good faith with HMSA to implement corrective actions recommended by HMSA, and to permit HMSA to monitor and evaluate such corrective actions. Provider shall not interfere with measures established by HMSA that are designed to maintain quality and control costs.

24. Utilization Management. Provider shall cooperate and comply with HMSA’s utilization management programs, including such utilization management requirements as are described in the HMSA QUEST Integration Participating Provider Handbook. Provider acknowledges and agrees that payments to Provider for Provider Services rendered pursuant to this Agreement may be reduced or denied if Provider fails to satisfy a utilization management requirement and an HMSA Medical Director or his or her designee determines that the service does not meet payment determination or Medical Necessity1 requirements.

25. Provider-Member relationship. Nothing contained in this Agreement is intended or shall be interpreted (i) to prohibit or otherwise restrict Provider from discussing treatment or non-treatment options with QUEST Integration Members that may not reflect the position of the HMSA QUEST Integration plan or may not be covered by the HMSA QUEST Integration plan, (ii) to prohibit or otherwise restrict Provider from acting within the lawful scope of practice, (iii) to prohibit or otherwise restrict Provider from advising or advocating on behalf of a QUEST Integration Member for the member’s health status, medical care, or treatment or non-treatment options, including any alternative treatments that may be self-administered, or (iv) to prohibit or otherwise restrict Provider from advocating on behalf of any QUEST Integration Member to obtain necessary health care services in any grievance system, utilization review process or individual authorization process.

26. Accessibility. Provider shall provide or arrange for Provider Services to QUEST Integration Members in accord with the following time frames: (i) emergent care immediately for Emergency Medical Conditions2 twenty-four (24) hours a day, seven days a week and without prior authorization, (ii) urgent care within twenty-four (24) hours, (iii) pediatric sick care within twenty-four (24) hours, adult sick care within seventy-two (72) hours, and routine and preventive care within twenty-one (21) calendar days if Provider is serving as a PCP and (iv) appointments within four (4) weeks for visits if Provider is a specialist and for non-emergency hospital stays. Provider shall accept QUEST Integration Members for treatment unless Provider

1 As defined in Section 432E-1.4, HRS. 2 Emergency Medical Condition means a medical condition manifesting itself by a sudden onset of symptoms of sufficient severity (including severe pain) that a prudent layperson, who possesses an average knowledge of health and medicine, could reasonably expect the absence of immediate medical attention to result in placing the health of the individual (or, with respect to a pregnant woman, the health of the woman or her unborn child) in serious jeopardy, serious impairments of bodily functions, or serious dysfunction of any bodily organ or part. An emergency medical condition shall not be defined based on lists of diagnoses or symptoms.


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has requested a waiver from HMSA and HMSA has received a waiver from DHS permitting Provider to refuse to accept QUEST Integration Members for treatment.

27. Continuity of Care. Subject to applicable law, Provider shall provide appropriate medical information, as described in the HMSA QUEST Integration Participating Provider Handbook, to other providers at another provider’s request in order to ensure continuity of care and to avoid unnecessary duplication of services, unless the member specifically objects. In the event that Provider’s participation terminates during the course of a member’s treatment, Provider shall provide appropriate medical information, as described in the HMSA QUEST Integration Participating Provider Handbook, to other providers and shall fully cooperate in all respects with other providers to assure maximum health outcomes for the member.

28. Disclosures. Provider shall comply with all disclosure requirements identified in 42 CFR §455 Subpart B including the following upon execution of this Agreement, upon request from HMSA or DHS, or within thirty-five (35) days after any change in ownership of the disclosing entity: (a)

(i) The name and address of any person (individual or corporation) with an ownership or control interest in the disclosing entity. The address for corporate entities must include as applicable primary business address, every business location, and P.O. Box address;

(ii) Date of birth and social security number of each person with an ownership or control interest in the disclosing entity; and

(iii) Other tax identification number (in the case of a corporation) with an ownership or control interest in the disclosing entity or in any subcontractor in which the disclosing entity has a 5 percent or more interest.

(b) Whether the person (individual or corporation) with an ownership or control interest in the disclosing entity is related to another person with ownership or control interest in the disclosing entity as a spouse, parent, child, or sibling; or whether the person with an ownership or control interest in any subcontractor in which the disclosing entity has a 5 percent or more interest is related to another person with ownership or control interest in the disclosing entity as a spouse, parent, child or sibling.

(c) The name of any other disclosing entity in which an owner of the disclosing entity has an ownership or control interest.

(d) The name, address, date of birth and social security number of any managing employee of the disclosing entity.

(e) The identity of any individual who has an ownership or control interest in the disclosing entity, or is an agent or managing employee of the disclosing entity, and has been convicted of a criminal offense related to that person’s involvement in any program under Medicare, Medicaid, or the Title XX services program since the inception of those programs.


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Provider shall submit, within thirty-five (35) days of the date on a request by HMSA, the DHS, or the Secretary of the Department of Health and Human Services full and complete information about:

(f) The ownership of any subcontractor with whom Provider has had business transactions totaling more than $25,000 during the 12-month period ending on the date of the request; and

(g) Any significant business transactions between Provider and any wholly owned supplier, or between Provider and any subcontractor, during the 5-year period ending on the date of the request.

29. Access to Medical Records. Provider will provide medical records or access to medical records to HMSA and the DHS or its designee, within sixty (60) days of a request. Refusal to provide medical records, access to medical records or inability to produce the medical records to support the claim/encounter shall result in recovery of payment.

30. Referrals. Provider may not make referrals for designated health services to healthcare entities with which the Provider or a member of the Provider’s family has a financial relationship (A direct or indirect ownership or investment interest, including an option or nonvested interest) in any entity. This direct or indirect interest may be in the form of equity, debt, or other means and includes an indirect ownership or investment interest no matter how many levels removed from a direct interest, or a compensation management with an entity).

31. Coordination of Benefits and Third Party Collections. Provider shall cooperate with HMSA for the proper coordination of benefits with other coverages, both public and private, which are or may be available to pay medical expenses on behalf of the member. Provider shall also assist in the identification and collection of third party payments such as those from workers’ compensation, other health insurance, auto insurance, and other third party liability sources, in accordance with the procedures in the HMSA QUEST Integration Participating Provider Handbook, including submitting claims for payments to the appropriate third party and including all available information about other coverage or third party liability sources with claims submitted to HMSA’s QUEST Integration Plan.

32. Interpreter Services. Provider shall offer and arrange interpreter services for Members who have limited proficiency with the English language at no cost to the Members, whose primary language is other than English, or who communicate through sign language. Provider shall document the offer and provision of interpreter services to the Member. HMSA will assist Provider to arrange for interpreter services.

33. Auxiliary Aids. Provider must offer access to auxiliary aids and services at no cost to QUEST Integration Members with disabilities, and document the offer and provision of auxiliary aids to the same extent as HMSA under their contract with DHS.

34. Credentialing. Provider shall comply with any and all credentialing and recredentialing requirements and procedures as established by HMSA and amended from time to time.


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35. EPSDT Screening. If Provider will provide EPSDT screening and related services described in the HMSA QUEST Integration Participating Provider Handbook, those services will be provided in accord with requirements established by DHS.

36. Advance Directives. Provider shall discuss living will and durable powers of attorney in relation to medical treatment with the Member and the Member’s immediate family members as required by Haw. Rev. Stat. Ann. §432E and 42 CFR Part 49, subpart I, and 42 CFR Section 417.436(d). In addition, Participating Physician:

(a) Shall not condition the provision of Covered Services or otherwise discriminate against a Member on the basis of whether or not such Member has executed an advance directive;

(b) Shall document in a prominent part of each Member’s current medical record whether or not the Member has executed an advance directive;

(c) Shall comply with HMSA policies and Hawaii law on advance directives, including, but not limited to, Hawaii’s Uniform Health-Care Decisions Act, Haw. Rev. Stat. Ann. §327E; and

(d) Shall cooperate with HMSA’s educational efforts regarding advance directives.

37. Vaccines For Children. If Provider will be providing vaccines to children, Provider shall enroll

those Members receiving such vaccines into the Vaccines For Children Program and complete the appropriate forms.

38. Medically Necessary. Medically Necessary services are health interventions as defined in Haw.

Rev. Stat. §432E-1.4. This definition shall be deemed amended as necessary for consistency with such statute.

39. Conflict. To the extent that the provisions of this Exhibit conflicts with any other provisions of

the Agreement, the provisions of this Exhibit shall supersede the conflicting provisions of the Agreement.

SCHEDULE 1 TO EXHIBIT B

STANDARD IX. MEDICAL RECORDS, RECORD RETENTION STANDARDS AND CONFIDENTIALITY STANDARDS

QAPI PROGRAM COMPONENT

STANDARDS/GUIDELINES

I. Medical Record Standards 1. General Medical Record Requirements

The Health Plan (“HP”) shall establish policies, procedures, and mechanisms to insure compliance with the requirements in RFP §50.530. At a minimum, the HP shall establish standards consistent with the following provision:

2. Medical Record Copy 42. CFR 438.100(b)(2)(vi) 42 CFR 164

• Each member shall be guaranteed the right to request and receive a copy of his or her medical records, and to request that they be amended, as specified in 45 CFR Part 164.


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STANDARD IX. MEDICAL RECORDS, RECORD RETENTION STANDARDS AND CONFIDENTIALITY STANDARDS 3. Record Availability • Records shall be maintained and retained by the PCPs and

specialist in accordance with RFP provisions and Hawaii statutes, and shall be available at each encounter.

4. Access to Medical Records 42. CFR 431.3000 et. Seq.

• The HP shall ensure that as long as access to the records, including behavioral health and substance abuse records, is needed to perform the duties of this contract and to administer the QUEST Integration Program, member consent is not needed for access by authorized DHS personnel or personnel contracted by DHS.

The HP shall have standards that provide the DHS or its

designee(s) prompt access to members’ medical records whether electronic or paper.

5. Medical Records – Content Standards

Member records may be paper or electronic. The MCO has written standards for the maintenance of medical records that accurately document required information and are legible, current, detailed, organized, and comprehensive to permit effective patient care and quality review. At a minimum, medical record statements include requirements for:

• Patient Identification – Each piece of a paper or electronic record includes the patient’s name or ID number.

• Personal/biographical data – Paper or electronic records contain patient demographic data which includes: age, sex, address, home and work telephone numbers, marital status; and employment, if applicable.

• All entries are dated. • All entries are identified as to author. • Records must be legible to the reader. Any record determined

by one physician reviewer to be illegible should be evaluated by a second reviewer. If it is not legible, it will be considered deficient.

• Allergies – Any adverse drug reactions and/or food or other allergies or the absence of allergies (no know allergies) are posted in a prominent area on the medical records.

• Encounter forms or notes have a notation regarding follow-up care, calls or visits, when indicated. The specified time of return is noted in weeks, months or as needed.

• Past Medical History – The medical record contains the patient’s past medical history (for patients seen three or more times) that is easily identified and includes serious accidents, hospitalizations, operations, and illnesses. For children, past medical history relates to prenatal care and birth.

• Immunizations – Pediatric medical records include a completed immunization record or documentation that immunizations are up-to-date.


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STANDARD IX. MEDICAL RECORDS, RECORD RETENTION STANDARDS AND CONFIDENTIALITY STANDARDS • Diagnosis (es) – Provisional or confirmed. • Medical information. • Identification of current problems – significant illnesses, medical

conditions, and health maintenance concerns. • Smoking/ETOH/Substance Abuse for persons > 12 years old and

seen three or more times. • Consultations, referrals and specialist reports. • Emergency Care – Any emergency care rendered is noted in the

medical record with physician follow-up noted. • Hospital Discharge Summaries – The medical record contains

discharge summaries for: 1) all hospital admissions that occur while the patient is enrolled with the HP, and 2) prior admissions, as appropriate.

• Advanced Directives – Medical records of all members 18 years of age or older shall include documentation as to whether or not the patient has executed an advanced directive, including mental health directives.

• Written documentation of a rendered, ordered or prescribed service, including documentation of medical necessity.

6. Patient Visit Data: Required Documentation

Documentation of patient visits must, at a minimum, provide adequate evidence of:

• History and physical exam, including appropriate subjective and objective information for presenting complaints.

• Treatment plan, progress and changes in treatment plan. • Laboratory and other studies ordered, as appropriate. • Working diagnosis(es) consistent with findings. • Treatments, therapies, and other prescribed regimens. • Documentation concerning follow-up care, telephone calls, or

visits, when indicated. Specific time to return is also noted as weeks, days, months, or PRN.

• Documentation reflecting that unresolved concerns from previous visits are addressed in subsequent visits.

• Documentation of any referrals and results thereof. Evidence that the ordering physician has reviewed

consultation, lab, x-ray, and other diagnostic test results/reports filed in the medical records.

Evidence that consultations and significantly abnormal lab and imaging study results specifically note physician follow-up plans.

• Hospitalizations and/or emergency room visits, if applicable. • All other aspects of patient care, including ancillary services. 7. Transfer of Medical Records

When a member changes PCPs, the HP shall facilitate the transfer of the member’s medical records (or copies) to the new PCP within seven (7)


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STANDARD IX. MEDICAL RECORDS, RECORD RETENTION STANDARDS AND CONFIDENTIALITY STANDARDS

business days from receipt of the request.

II. Record Retention 8. Retention of Medical Records 45 CFR 438.6 SMM 2080.14 RFP §71.100

Medical records must be retained at least 7 years after the last date of entry in the records. For minors, records must be preserved and maintained during the period of minority plus a minimum of 7 years after the age of majority.

9. Records Review Process

The HP has policies, procedures and mechanisms to assess/monitor medical records for legibility, organization, completeness, and conformance to RFP and HP standards.

10. Requirements Relating to Program Integrity

The HP ensures compliance with provisions in Standard XIII. Program Integrity, Section X. Record Retention.

IV. Confidentiality Standards 11. Confidentiality RFP §71.200

The HP has policies, procedures and mechanisms to ensure compliance with provisions in the RFP §71.200.

Policies and procedures address confidentiality relating to: • Member records. • Member information. • Provider information. 12. Preventing Breaches in Confidentiality

The HP ensures that member care and provider-related offices/sites implement mechanisms that guard against unauthorized or inadvertent disclosure of confidential information to persons other than those who need to know.

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EXHIBIT C

Business Associate Agreement

HMSA and Consultant (referred to herein as “Business Associate”) mutually agree to adopt this Business Associate Agreement (“BAA”) and modify the Agreement to comply with the applicable Administrative Simplification provisions of Title II, Subtitle F of the Health Insurance Portability and Accountability Act of 1996, as it may be amended from time to time (“HIPAA”), as modified by and the Health Information Technology for Economic and Clinical Health Act (the “HITECH Act”), along with any accompanying regulations. Definitions: Capitalized terms not otherwise defined in this BAA shall have the meanings given to them in the HIPAA Rules and are incorporated herein by reference. The “HIPAA Rules” shall mean the Privacy, Security, Breach Notification and Enforcement Rules as set forth at 45 CFR Part 160 and part 164. The HIPAA Privacy Rule is the Standards for Privacy of Individually Identifiable Health Information at 45 CFR, part 160 and part 164, subparts A and E. The HIPAA Security Rule is the HIPAA Security Standards (45 C.F.R, Parts 160 and 164, Subpart C). The HIPAA Breach Notification Rule is the Notification in the Case of Breach of Unsecured Protected Health Information, as set forth at 45 CFR Part 164 Subpart D. The HIPAA Enforcement Rule is the standards for Compliance, Investigations, and the Imposition of Civil Money Penalties (45 C.F.R, Part 160, Subparts C and D) (Business Associate recognizes and agrees that it is obligated by law to meet the applicable provisions of the HIPAA Rules.

ARTICLE 1. USES AND DISCLOSURES OF PROTECTED HEALTH INFORMATION 1.1 Permitted Uses and Disclosures. Business Associate is permitted to use and disclose Protected

Health Information that it creates or receives on HMSA’s behalf or receives from HMSA (or another business associate of HMSA) and to request Protected Health Information on HMSA’s behalf (collectively, “HMSA’s PHI”) only to perform functions, activities, services, and operations on behalf of HMSA, consistent with the HIPAA Rules, or as otherwise Required By Law or permitted in writing by HMSA. Where permitted by the Agreement, Business Associate may use PHI to provide Data Aggregation Services related to HMSA’s Health Care Operations. Business Associate also may de-identify PHI it obtains or creates in the course of providing services to Organization.

1.2 Business Associate’s Operations. Business Associate also may use and disclose HMSA’s PHI for Business Associate’s proper management and administration or to carry out Business Associate’s legal responsibilities, provided that, with respect to disclosure of HMSA’s PHI, either:

a. the disclosure is Required by Law; or b. Business Associate obtains reasonable assurance, evidenced by written contract, from

any person or entity to which Business Associate will disclose HMSA’s PHI that the person or entity will: (i) hold HMSA’s PHI in confidence and use or further disclose HMSA’s PHI only for the purpose for which Business Associate disclosed HMSA’s PHI to the person or entity or as Required by Law; and (ii) promptly notify Business Associate (who will in turn notify HMSA in accordance with Section 3.5 of this Business Associate


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Agreement) of any instance of which the person or entity becomes aware in which the confidentiality of HMSA’s PHI was breached.

1.3 Minimum Necessary and Limited Data Set. Business Associate’s use, disclosure or request of

PHI shall utilize a Limited Data Set if practicable. Otherwise, Business Associate will, in its performance of the functions, activities, services, and operations for HMSA as specified in Section 1.1 above, make reasonable efforts to use, to disclose, and to request of HMSA only the minimum amount of HMSA’s PHI reasonably necessary to accomplish the intended purpose of the use, disclosure or request. In addition, Business Associate also agrees to implement and follow appropriate minimum necessary policies in the performance of its obligations under this Business Associate Agreement.

1.4 Prohibition on Unauthorized Use or Disclosure. Business Associate will neither use nor disclose

HMSA’s PHI, except as permitted or required by this BAA or in writing by HMSA or as required by Law. This BAA does not authorize Business Associate to use or disclose HMSA’s PHI in a manner that will violate the HIPAA Rules if done by HMSA, except as set forth explicitly in this BAA.

1.4 Sale of PHI. Business Associate shall not directly or indirectly receive remuneration in exchange for PHI unless explicitly permitted by the Agreement and consistent with applicable law.

1.5 Marketing. Business Associate shall not directly or indirectly receive payment for any use or disclosure of PHI for marketing purposes unless explicitly permitted by the Agreement and consistent with applicable law.

ARTICLE 2. INFORMATION SAFEGUARDS

2.1 Privacy and Security of HMSA’s PHI. Business Associate will develop, implement, maintain, and

use appropriate administrative, technical, and physical safeguards to protect the privacy of any information received from or on behalf of HMSA, including HMSA’s PHI. The safeguards must reasonably protect HMSA’s PHI from any intentional or unintentional use or disclosure in violation of the HIPAA Rules and this BAA; and limit incidental uses or disclosures made pursuant to a use or disclosure otherwise permitted by this BAA.

2.2 Security of HMSA’s Electronic PHI. Business Associate will develop, implement, maintain, and

use administrative, technical, and physical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of HMSA’s Electronic PHI that Business Associate creates, receives, maintains, or transmits on HMSA’s behalf as required by the Security Rule, as of the compliance date for such obligations as applied to Business Associate. Business Associate also shall develop and implement policies and procedures and meet the Security Rule documentation requirements.

2.3 Documentation. Any such documentation developed by Business Associate shall be made

available upon the request of HMSA. 2.4 Deficiencies. To the extent that HMSA or Business Associate identify deficiencies in these

safeguards, Business Associate shall provide a summary of corrective actions to remedy these


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deficiencies and shall implement these corrective actions within the time frame as agreed with HMSA.

2.5 Training. Initially upon execution of this BAA and periodically (at least once every twelve

months) thereafter, any Business Associate employees, independent contractors, subcontractors, and consultants that use, disclose or access HMSA PHI must complete a privacy and security awareness training course supplied by HMSA. Alternatively, Business Associates wishing to use their own privacy and security awareness training program may do so by submitting its materials to HMSA for review and approval. Within ten (10) days of request by HMSA, Business Associate shall provide the name, associated organization and date of training for all Business Associate employees, independent contractors, subcontractors, and consultants that use, disclose or access HMSA PHI.

2.6 Subcontractors and Agents. Business Associate will require any of its subcontractors and

agents, to which Business Associate is permitted by this BAA or in writing by HMSA to disclose HMSA’s PHI, to provide reasonable assurance, evidenced by written contract, that such subcontractor or agent will comply with the same privacy and security safeguard obligations with respect to HMSA’s PHI that are applicable to Business Associate under this BAA, as required by applicable law.

ARTICLE 3. INDIVIDUAL RIGHTS

3.1 Access. Business Associate will, within ten (10) business days following HMSA’s request, make

available to HMSA or, at HMSA’s direction, to an individual (or the individual’s personal representative) for inspection and obtaining copies of HMSA’s PHI about the individual that is in Business Associate’s custody or control, consistent with the requirements of 45 C.F.R. § 164.524, so that HMSA may meet its access obligations under 45 C.F.R. § 164.524. Business Associate shall make such information available in an electronic format where directed by HMSA.

3.2 Amendment. Business Associate will, upon receipt of written notice from HMSA, promptly

amend or permit HMSA access to amend any portion of HMSA’s PHI, so that HMSA may meet its amendment obligations under 45 C.F.R. § 164.526.

3.3 Disclosure Accounting. So that HMSA may meet its disclosure accounting obligations under 45

C.F.R. § 164.528:

a. Disclosures Subject to Accounting. Business Associate will record the information specified below (“Disclosure Information”) for each disclosure of HMSA’s PHI, not excepted from disclosure accounting under 45 C.F.R. § 164.528, that Business Associate makes to HMSA or to a third party. The Disclosure Information that Business Associate must record for each accountable disclosure is (i) the disclosure date, (ii) the name and (if known) address of the entity to which Business Associate made the disclosure, (iii) a brief description of HMSA’s PHI disclosed, and (iv) a brief statement of the purpose of the disclosure. Business Associate further shall provide any additional information to the extent required by 45 C.F.R. § 164.528.

b. Availability of Disclosure Information. Unless otherwise provided by applicable law,

Business Associate will maintain the Disclosure Information for at least six (6) years


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following the date of the accountable disclosure to which the Disclosure Information relates, unless an alternate period is permitted or required by 45 C.F.R. § 164.528. Business Associate will make the Disclosure Information available to HMSA within fifteen (15) days following HMSA’s request for such Disclosure Information. In addition, where Business Associate is so directed by HMSA, Business Associate shall make such Disclosure Information available directly to the individual.

3.4 Restriction Agreements and Confidential Communications. Business Associate will comply with

any agreement that HMSA makes that either (i) restricts use or disclosure of HMSA’s PHI pursuant to 45 C.F.R. § 164.522(a), or (ii) requires confidential communication about HMSA’s PHI pursuant to 45 C.F.R. § 164.522(b), provided that HMSA notifies Business Associate in writing of the restriction or confidential communication obligations that Business Associate must follow. HMSA will promptly notify Business Associate in writing of the termination of any such restriction agreement or confidential communication requirement and, with respect to termination of any such restriction agreement, instruct Business Associate whether any of HMSA’s PHI will remain subject to the terms of the restriction agreement.

3.5 Privacy and Security Incident Reporting Obligations.

a. Reporting obligation. Business Associate will report to HMSA (1) any use or disclosure

of HMSA’s PHI not permitted by this BAA or in writing by HMSA; (2) following discovery and without unreasonable delay, but in no event later than seventy-two (72) hours following discovery, any “Breach” of “Unsecured PHI” as these terms are defined by the Breach Notification Regulation; (3) all Security Incidents of which Business Associate becomes aware affecting HMSA’s PHI; (4) all other uses or disclosures of HMSA’s PHI not permitted by this Provision or in writing by HMSA; and (5) any acquisition, access, use, or disclosure of unsecured protected health information in a manner not permitted under this Agreement, or as defined in 45 C.F.R. §164. 402, unless excluded from the definition of breach in 45 C.F.R. §164. 402(1). If Business Associate believes that any such acquisition, access, use, or disclosure results in a low probability that the unsecured PHI has been compromised, it shall provide to HMSA all information supporting such conclusion from its risk assessment. Business Associate shall cooperate with HMSA in investigating the Breach and in meeting HMSA’s obligations under the Breach Notification Regulation and any other security breach notification laws.

b. Cooperation. For any such incident, non-permitted disclosure or Breach, Business Associate shall cooperate with HMSA in investigating and remediating the situation and in meeting HMSA’s obligations under the HIPAA Rules and any other security or security breach notification law.

c. Timing and manner of report. Business Associate shall report any incident, non-

permitted disclosure or Breach to the HMSA Compliance and Incident Hotline at 1-800-749-HMSA (4672) or [email protected] no later than seventy-two (72) hours of discovery of such incident, non-permitted disclosure or Breach or sooner if reasonably necessary given the circumstances. In that report, Business Associate shall: • Identify the nature of the non-permitted access, use or disclosure including the date

of the Breach, non-permitted disclosure or Breach and the date of discovery of the Breach;


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• Identify HMSA’s PHI accessed, used or disclosed as part of the incident, non-permitted disclosure or Breach (e.g., full name, social security number, date of birth, etc.);

• Identify who (by role/job position) made the non-permitted access use or disclosure and who (the entity) received the non-permitted disclosure;

• When possible, provide the name and contact information of the individuals affected by the non-permitted access, use or disclosure OR a specific description of the individuals most likely to be affected by the non-permitted access, use or disclosure;

• Identify what corrective action Business Associate took or will take to prevent further non-permitted uses or disclosures;

• Identify what Business Associate did or will do to mitigate any deleterious effect of the non-permitted access, use or disclosure; and

• Provide such other information, including a written report, as HMSA may reasonably request.

ARTICLE 4. TERMINATION RIGHTS 4.1 Termination of BAA on Conclusion of Agreement. This BAA will terminate upon conclusion of

the Agreement. 4.2 Right to Terminate for Breach. HMSA may terminate this BAA and any related contractual

agreements if it determines, in its sole discretion, that Business Associate has breached any provision of this BAA and upon written notice to Business Associate of the breach, Business Associate fails to cure the breach within 5 days after receipt of the notice (or such longer time period as agreed to in writing by HMSA). HMSA may exercise this right to terminate Agreement by providing Business Associate written notice of termination, stating the breach of the failure to cure the breach of the BAA that provides the basis for the termination. Any such termination will be effective immediately or at such other date specified in HMSA’s notice of termination. Alternatively, HMSA may, in its sole discretion, choose to terminate the BAA and any related contractual agreements immediately, without an opportunity to cure, if it determines that there has been a material breach of this BAA. If for any reason HMSA determines that Business Associate has breached the terms of this BAA and such breach has not been cured, but HMSA determines that termination of the Agreement is not feasible, HMSA may report such breach to the U.S. Department of Health and Human Services.

ARTICLE 5. RETURN OR DESTRUCTION OF PHI

5.1 Return or Destruction of HMSA’s PHI as Feasible. Upon termination or other conclusion of this

BAA, any related contractual agreements or by request of HMSA, Business Associate will, if feasible, return to HMSA or destroy all of HMSA’s PHI in whatever form or medium, including all copies thereof and all data, compilations, and other works derived therefrom that allow identification of any individual who is a subject of HMSA’s PHI. Business Associate will require any subcontractor or agent, to which Business Associate has disclosed HMSA’s PHI to, if feasible, return to Business Associate (so that Business Associate may return it to HMSA) or destroy all of HMSA’s PHI in whatever form or medium received from Business Associate, including all copies thereof and all data, compilations, and other works derived therefrom that allow identification


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of any individual who is a subject of HMSA’s PHI. The Business Associate and any and all subcontractors or agents, to which the Business Associate has disclosed HMSA’s PHI to, shall certify, in writing in a manner and form requested by HMSA, that all such information has been returned or destroyed. Business Associate will complete these obligations as promptly as possible, but not later than fifteen (15) business days following the effective date of the termination or other conclusion of Agreement.

5.2 Procedure When Return or Destruction Is Not Feasible. Business Associate will identify in

writing any of HMSA’s PHI, including any that Business Associate has disclosed to subcontractors or agents as permitted by Section 3.5 of this BAA, that cannot feasibly be returned to HMSA or destroyed and explain why return or destruction is infeasible. Where HMSA agrees that such return or destruction is infeasible, Business Associate will limit its further use or disclosure of such information to those purposes that make return or destruction of such information infeasible. If HMSA does not agree, Section 5.1 above shall apply. Business Associate will, by its written contract with any subcontractor or agent to which Business Associate discloses HMSA’s PHI, require such subcontractor or agent to limit its further use or disclosure of HMSA’s PHI that such subcontractor or agent cannot feasibly return or destroy to those purposes that make the return or destruction of such information infeasible. Business Associate will complete these obligations as promptly as possible, but not later than fifteen (15) business days following the effective date of the termination or other conclusion of Agreement.

ARTICLE 6. GENERAL PROVISIONS

6.1 Survival. Business Associate’s obligation to protect the privacy and safeguard the security of

HMSA’s PHI as specified in this BAA will be continuous and survive termination or other conclusion of this BAA.

6.2 Indemnification. Business Associate will indemnify and hold harmless HMSA and any HMSA

affiliate, officer, director, employee or agent from and against any claim, cause of action, liability, damage, cost or expense, including attorneys’ fees and court or proceeding costs, arising out of or in connection with any non-permitted use or disclosure of HMSA’s PHI or other breach of this BAA by Business Associate or any subcontractor or agent under Business Associate’s control.

a. Right to Tender or Undertake Defense. If HMSA is named a party in any judicial,

administrative or other proceeding arising out of or in connection with any non-permitted use or disclosure of HMSA’s PHI or other breach of this BAA by Business Associate or any subcontractor or agent under Business Associate’s control, HMSA will have the option at any time either (i) to tender its defense to Business Associate, in which case Business Associate will provide qualified attorneys, consultants, and other appropriate professionals to represent HMSA’s interests at Business Associate’s expense, or (ii) undertake its own defense, choosing the attorneys, consultants, and other appropriate professionals to represent its interests, in which case Business Associate will be responsible for and pay the reasonable fees and expenses of such attorneys, consultants, and other professionals.

b. Right to Control Resolution. HMSA will have the sole right and discretion to settle,

compromise or otherwise resolve any and all claims, causes of actions, liabilities or


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damages against it, notwithstanding that HMSA may have tendered its defense to Business Associate. Any such resolution will not relieve Business Associate of its obligation to indemnify HMSA under this section 6.2.

6.3 Inspection of Internal Practices, Books, and Records. Business Associate will make its internal

practices, books, and records relating to its use and disclosure of HMSA’s PHI available to HMSA and to the Secretary of the U.S. Department of Health and Human Services to determine HMSA’s compliance with the Privacy Rule and the Security Rule.

6.4 Security/Privacy Officer Contact Information. Business Associate shall provide the following

contact information:

Security Official Privacy Official

Name: Name:

Title: Title:

Phone Number: Phone Number:

Email Address: Email Address:

Mailing Address:

Mailing Address:

6.5 Conflicts. The terms and conditions of this BAA will override and control any conflicting term or

condition of any other contractual agreement between the parties. All non-conflicting terms and conditions of any such agreement remain in full force and effect.

6.6 Subpoenas. In the event Business Associate receives a valid demand for the production of any

or all of the HMSA’s PHI from a court or government agency with jurisdiction over the Business Associate, Business Associate shall promptly inform HMSA of the demand and shall reasonably cooperate with HMSA to limit the amount of HMSA’s PHI that must be produced or quash the demand if HMSA so chooses.

6.7 Rights and Liabilities. Nothing express or implied in this BAA is intended to confer, nor shall

anything herein confer, upon any person other than HMSA, Business Associate and their respective successors or assigns, any rights, remedies, obligations or liabilities whatsoever.

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Documents

Hawaii Medical Service Association - QUEST INTEGRATION … · 2014. 12. 30. · QUEST INTEGRATION PARTICIPATING LONG-TERM SERVICES AND . SUPPORTS PROVIDER AGREEMENT FOR NON-MEDICAL