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Participating Provider Agreement

 

References to "Provider" refer to the healthcare provider whose name and signature appear on the attached signature page. References to "SelectHealth" refer to the Intermountain Healthcare company or companies whose name(s) are listed on the attached signature page. For Affiliated Managed Care Plans (plans not owned or sponsored by one of the SelectHealth companies), SelectHealth obligates such Affiliated Managed Care Plans (or plans under contract with such plans) to be responsible to make payments to Participating Providers for the Covered Services rendered to the Affiliated Managed Care Plans’ Members. In the interests of SelectHealth, SelectHealth’s Medical Director has discretion to waive in writing compliance with any requirement in this Agreement either for a particular provider or for providers of a particular type. If Provider is not a physician, then SelectHealth will separately specify in writing the requirements of this Agreement that relate only to physicians that will not apply to Provider.

 

Part 1. Definitions: Terms in this Agreement will have their usual meanings and the following terms will have the meanings indicated.

 

1.01 Affiliated Managed Care Plans: Managed Care Plans that are not owned or sponsored by one of the SelectHealth companies.

 

1.02 Covered Services: Medically Necessary health care services defined in the applicable Health Benefit Program as being paid, at least in part, by a Managed Care Plan under specified conditions. Covered Services are subject to specified exclusions, limitations, and utilization management and quality improvement requirements specified in each Health Benefit Program. Health care services are not presumed to be covered, even if considered Medically Necessary by a Participating Provider. Health care services are not covered unless they satisfy the requirements of the applicable Health Benefit Program, including but not limited to, the requirement of Medical Necessity. Experimental, investigational, and other procedures not proven by recognized medical professionals or appropriate governmental agencies are not Covered Service unless specifically defined and specified as such in the applicable Health Benefit Program.

 

1.03 Health Benefit Program: A Managed Care Plan’s written description of Covered Services and the conditions, limitations, and exclusions that apply to Covered Services, including but not limited to the applicable utilization management and quality improvement requirements, and the financial incentives for Members to use Participating Providers. The Health Benefit Programs of Affiliated Managed Care Plans will utilize financial arrangements similar to the terms specified for the SelectHealth Health Benefit Programs described in the attached Appendices. Unless Provider is otherwise notified in writing by SelectHealth pursuant to section 5.01, the financial arrangements of Affiliated Managed Care Plans for making payments to Providers will, on aggregate for all Covered Services, require payments to Participating Providers that are equal to or greater than the payments required to be made by SelectHealth as set forth on the attached Appendices.

 

1.04 Intermountain Healthcare Facility: A health care facility owned by Intermountain Health Services, Inc.

 

1.05 Managed Care Plan: SelectHealth plus the Affiliated Managed Care Plans that have contracted with SelectHealth to use Participating Providers to render Covered Services to Members enrolled in Health Benefit Programs sponsored by or under contract with such Managed Care Plan.

 

1.06 Medical Director: A physician designated as such by a Managed Care Plan.

 

1.07 Medically Necessary: Unless otherwise stated in the applicable Health Benefit Program, services are Medically Necessary if, under generally accepted principles of good medical practice and professionally recognized standards, they are required for and consistent with the diagnosis, care, and treatment of a condition, disease, ailment, or injury that is covered (eligible for payment) under a Health Benefit Program. A service is not Medically Necessary if it is provided solely for the convenience either of the Member or of any health care provider. Services that may otherwise be Medically Necessary may not be Covered Services if they are excluded or limited in their coverage by the applicable Health Benefit Program, or if the utilization management requirements of the applicable Health Benefit Program are not complied with.

 

1.08 Members: Individuals enrolled by a Managed Care Plan to receive Covered Services. Members are sometimes referred to as "Enrollees." The benefits available to Members are determined by the Health Benefit Program in which they are enrolled. Members through whom eligible family dependents become Members are sometimes referred to as "Subscribers."

 

1.09 Participating Providers: Those health care providers and facilities who have contracted with SelectHealth to render Covered Services to Members in the Service Area.

 

1.10 Preferred Payment Rates: The rates paid for Covered Services which satisfy all of the requirements of this Agreement and the applicable Health Benefit Program.

 

1.11 Primary Care Physician ("PCP"): A Participating Provider designated as such by a Managed Care Plan.

 

1.12 Provider: The health care provider who is contracting with SelectHealth pursuant to this Agreement.

 

1.13 Quality Improvement: A program designed to assess the credentials of Participating Providers and to assess and monitor the quality of health care services available and provided to Members from Participating Providers.

 

1.14 Secondary Care Physician: A physician who is a Participating Provider, but who is not a Primary Care Physician.

 

1.15 Service Area: The geographic area designated as such in the applicable Health Benefit Program.

 

1.16 Utilization Management: A set of requirements established by Managed Care Plans to promote quality of care, the efficient, effective, and reasonable utilization of health care resources, and the improvement of health care outcomes. Such programs can include, but are not limited to, preadmission review, preauthorization / precertification, concurrent review, retrospective review, case management, and discharge planning.

 

Part 2. Provider Responsibilities

 

2.01 Rendering Covered Services: Provider agrees to render Covered Services to Members enrolled in Health Benefit Programs sponsored by Managed Care Plans. Provider agrees to render such services within the scope of his/her licensure and qualifications and in a manner consistent with accepted standards of medical practice. Such services will be available for elective care within a reasonable time and during reasonable office hours as set forth in the SelectHealth utilization management and quality improvement guidelines.

 

2.02 PCP Providers: If Provider practices in a primary care specialty and/or is designated as a PCP by a Managed Care Plan, then Provider agrees to act as the Primary Care Physician for Members who designate Provider as such. The responsibilities of Primary Care Physicians are set forth in the applicable Health Benefit Program and/or the applicable utilization management/quality improvement program.

 

2.03 Referrals: In making referrals for Medically Necessary Covered Services, Provider agrees to refer the Member to other Participating Providers in the manner specified by the applicable Health Benefit Program.

 

2.04 Professional Relationships: Provider understands that neither SelectHealth nor Affiliated Managed Care Plans practice medicine and that they have no right to direct the treatment of patients. To the extent that SelectHealth and Affiliated Managed Care Plans establish practice protocols, utilization management guidelines, or quality improvement standards, such items are not a substitute for Provider’s professional judgment. Provider has a professional responsibility to establish appropriate, independent provider - patient relationships with Members to whom Provider renders Covered Services. Provider is responsible to render appropriate medical care to Members who are under his/her care independent of the requirements of this Agreement, any Health Benefit Program, any payment arrangement, or any utilization management determination by SelectHealth or any Affiliated Managed Care Plan. Provider is solely responsible for the services rendered to Members.

 

2.05 Use of Back-Up Providers: If the use of back-up or on-call providers is permitted by a Managed Care Plan, and if Provider uses a back-up or on-call provider who is not a Participating Provider, then Provider is responsible to see that such provider complies with all the requirements of this Agreement when rendering Covered Services to Members and that such other provider agrees to accept payment for such Covered Services according to the terms of this Agreement.

 

2.06 Allied Health Professionals: If permitted by the applicable Health Benefit Program, Provider may utilize the services of allied health professionals (e.g., physician assistants, nurse practitioners) to render Covered Services to Members, provided that such use is appropriate under state law and that such use is approved in advance by SelectHealth in accordance with standards adopted by SelectHealth. Provider must notify SelectHealth in advance before submitting claims from non-physician assistants and extenders and SelectHealth may, in its discretion, require such individuals to be credentialed by SelectHealth. Affiliated Managed Care Plans may have their own, different policies about the use and compensation of non-physician providers by physicians and such policies will apply to Covered Services rendered to Members enrolled through such Affiliated Managed Care Plans.

 

2.07 Medications and Labs: Provider agrees to use best efforts prescribe generic medications or medications designated as preferred (e.g., in a formulary) by the applicable Managed Care Plan and to permit the filling of prescriptions with bioequivalent, generic medications unless the best interests of the Member require the use of name-brand medications in particular instances. Provider agrees to use only CLIA certified labs for Covered Services that are both subject to the CLIA requirements and required by the applicable Health Benefit Program to be obtained from a CLIA certified lab.

 

2.08 Non-Discrimination: Provider agrees not to discriminate against Members in either rendering or arranging for Covered Services or in the use of, or access to, facilities under his/her control.

 

2.09 Closing of Practice: Provider agrees not to close or restrict his/her practice to Members enrolled through commercial (non-government sponsored) plans of Managed Care Plans that in any way discriminates against such Members, as compared to individuals covered by commercial (non-government sponsored) plans of other payers to whom Provider renders services. Provider also agrees not to close or restrict his/her practice to Members enrolled through government sponsored plans of Managed Care Plans in any way that discriminates against such Members enrolled through government sponsored plans of Managed Care Plans, as compared to individuals covered by government sponsored plans of other payers, including traditional Medicare and Medicaid. Provider agrees to notify SelectHealth at least sixty (60) days in advance of any decision to close or restrict his/her practice to new patients. Provider agrees not to close or restrict his/her practice to Members unless it is also closed to all other new patients.

 

2.10 Utilization Management and Quality Improvement Requirements: Managed Care Plans will adopt utilization management and quality improvement standards and requirements designed to promote the delivery of quality, cost-effective health care to their Members. In rendering Covered Services to Members, Provider agrees to comply with the utilization management and quality improvement requirements of the Health Benefit Program in which each Member is enrolled. Such requirements may include, but are not limited to, obtaining preauthorization or precertification before making or obtaining referrals, participating in case management, and coordinating care with other providers. Such utilization management and quality improvement requirements also may include office audits of medical records, periodic inspections and surveys, case specific reviews, and other concurrent and retrospective reviews by SelectHealth and Affiliated Managed Care Plans. Managed Care Plans may also adopt physician approved clinical practice guidelines and require compliance with such guidelines, except when the best interests of the patient dictate otherwise. Managed Care Plans will give Provider information about such requirements. Provider agrees to comply with Managed Care Plans’ utilization management and quality improvement standards and requirements and to work cooperatively with Managed Care Plans to improve the performance of Managed Care Plans.

 

2.11 Limitations on Payment: Managed Care Plans are not responsible to pay for services when utilization management / quality improvement requirements are not followed, and Provider agrees not to bill Members or persons acting on behalf of Members for otherwise Covered Services that are not paid for solely because Provider has failed to follow the applicable utilization management / quality improvement requirements.

 

2.12 Authorization Limitations: Provider understands that referrals and preauthorization / precertification reflect a Managed Care Plan’s opinion at the time, based on the available information, but are not guarantees of payment.

 

2.13 Experimental and Investigational Procedures: Provider agrees to consult in advance with the applicable Managed Care Plan’s Medical Director or designated clinical resource before rendering any service to a Member that is, or reasonably appears to be, investigational, experimental, or not consistent with accepted medical practice in the community. See also, 1.02.

 

2.14 Change of Providers: Under procedures established by each Managed Care Plan, Provider or a Member will each have the right to request from the applicable Managed Care Plan a change in a particular Member’s access to Covered Services from the Member’s current provider to a different provider if Provider and Member are unable to establish an appropriate, effective provider-patient relationship.

 

2.15 Service Standards: Provider agrees to provide clean, well-maintained facilities and equipment for patient care activities. Provider agrees to maintain an adequate, properly trained, efficient, and courteous staff to assist Provider in patient care activities and contacts.

 

2.16 Licensure and Other Participation Requirements: Provider agrees to maintain continuously all of the following at his/her own or his/her employer’s expense:

  • A current state license to practice his/her profession; 
  • General and professional liability insurance in amounts specified by SelectHealth on himself/herself, his/her employees, and any employed providers who assist Provider in rendering services;
  • Active medical staff membership on the medical staff of an Intermountain Facility (unless this requirement is expressly waived by SelectHealth’s Medical Director or designee); and
  • A controlled substance license and DEA registration (unless this requirement is expressly waived by SelectHealth’s Medical Director or designee or unless Provider is licensed as a type of provider that is not eligible to obtain a DEA license); and 
  • Any registrations, certifications, and accreditations required by law to render healthcare services in the state in which Covered Services are rendered.

2.17 Notice in the Event of Changes: Provider agrees to notify SelectHealth immediately if there is a change in any of the items specified in 2.16 or if any of the following items occur:

  • Provider is indicted, arrested, or convicted of (i) a felony or (ii) any crime related to the provision of health care services; 
  • Provider is suspended or limited in his/her eligibility to participate in either the Medicare or Medicaid program; 
  • Provider is made a party to a legal action, which is based on the practice of his/her profession; 
  • Provider is adjudged bankrupt, has a receiver appointed, or files for protection under the federal bankruptcy laws; 
  • Provider’s medical staff membership and/or clinical privileges are subject to any restriction, suspension, revocation, or there is a voluntary relinquishment of his/her medical staff membership or clinical privileges at any hospital or other health care delivery setting (not including any suspension of admitting privileges for non-emergency admissions lasting less than 30 days for reasons of failure to complete medical records);
  • Provider is subject to the termination, probation, suspension, or any other adverse action by a regulatory authority in connection with any license, registration, or certification held by Provider relating to the provision of health care services; 
  • Provider’s general and/or professional liability insurance is canceled or the amount of coverage drops below the level required by SelectHealth or Provider changes carriers for such insurance; 
  • Provider is sanctioned by a State or Federal government for fraud or abuse in connection with a government sponsored health benefit program; or
  • Provider’s participation in any health benefit plan is suspended or revoked due to billing fraud or abuse.

2.18 Payment and Billing:

  • Provider agrees to accept the payments described in this Agreement, including copayments, coinsurance, deductible payments, and payments from SelectHealth and Affiliated Managed Care Plans, as payment in full for rendering Covered Services to Members. Provider also agrees to accept the Select Care fee schedule amount (less applicable copayments, coinsurance, or deductibles) as payment in full for any Covered Service provided to a Member enrolled in an SelectHealth or Managed Care Plan in which Provider does not otherwise participate. 
  • Unless otherwise provided in the applicable Health Benefit Program, Provider agrees to use his/her best efforts to bill the applicable Managed Care Plan promptly (within 60 days). Provider will follow the claims submission procedures contained in the applicable Managed Care Plan’s administrative manual or as otherwise required by the Managed Care Plan.
  • Except as provided in this section 2.18, Provider will not bill the Member for Covered Services provided to Members. 
  • As specified in the Member’s Health Benefit Program, Provider will bill or collect directly from Members for all copayments. As specified in the Member’s Health Benefit Program, Provider will bill a Member for deductibles or coinsurance, if any, following the receipt of an explanation of benefits form or similar notification of payments / benefits. 
  • Except as permitted by this section 2.18, in no event will Provider bill any Member or require any Member to tender any payment with respect to Covered Services other than copayments, deductibles, and coinsurance, if any, as specified in the Member’s Health Benefit Plan. Furthermore, Provider will not bill any Member for the difference between the Preferred Payment Rate agreed to in this Agreement and Provider’s regular billing rates.

2.19 Patient Hold Harmless: In no event, including but not limited to nonpayment by a Managed Care Plan, insolvency of a Managed Care Plan or breach by a Managed Care Plan of this or any other Agreement, will Provider bill, charge, collect a deposit from, seek compensation, remuneration, or reimbursement from, or have any other recourse against a Member, or person acting on behalf of a Member, for Covered Services provided pursuant to this Agreement. This provision does not prohibit Provider from collecting deductibles, copayments, or coinsurance, as provided in the applicable Health Benefit Program, or from collecting fees for uncovered services delivered on a fee-for-service basis to Members, as set forth in this section. Except with the advance, written approval of the applicable Managed Care Plan, Provider agrees not to waive any copayments, coinsurance, or deductible payments that are specified to be collected from Members under the applicable Health Benefit Program. Provider agrees not to bill any Member, or person acting on behalf of a Member, for any Covered Service that is not paid for by a Managed Care Plan as the result of Provider failing to conform to the requirements of this Agreement or the applicable Health Benefit Program. The limitations on balance billing in this section do not apply if both the following conditions exist: the Member is enrolled in a Managed Care Plan that is not subject to state or federally mandated hold harmless provisions, and if the Member has not assigned to Provider the Member’s right (if any) to receive payments directly from the Managed Care Plan. In the event that the limitations described by the preceding sentence apply, Provider agrees to bill the Member only for an amount equal to or less than the amount the Managed Care Plan allows for the Covered Service, plus any applicable copayment, coinsurance, or deductible. 

2.20 Billing for Non-Covered Services: Provider agrees to notify Members in writing and in advance of any proposed services that Provider has reason to believe will not be covered or for which Provider has reason to believe that otherwise required preauthorization has not been obtained or has been denied and which, as a result, will be the personal obligation of the Member and not covered under this Agreement.

2.21 Requirements in the Event a Managed Care Plan Ceases Operations: In the event that a Managed Care Plan ceases operations, Provider agrees to continue to render Covered Services for the period for which premium has been paid, and Provider agrees that benefits to Members confined in an inpatient setting on the date of the Managed Care Plan’s insolvency or other cessation of operations will continue until the Member is discharged. The requirements of this section will survive the termination of this Agreement, regardless of the reason for the termination, including but not limited to the insolvency of SelectHealth or an Affiliated Managed Care Plan. This section will be construed to be for the benefit of Members and persons acting on behalf of Members. The provisions of this section supersede any oral or written Agreement to the contrary now existing or hereafter entered into between Provider and a Member or person acting on behalf of a Member insofar as such contrary agreement may relate to liability for Covered Services provided pursuant to this Agreement. If Provider has problems with any billing matter that is not resolved by informal means, Provider agrees to submit the issue to the Managed Care Plan’s grievance and appeal processes.

2.22 Preexisting Conditions and Waiting Period Conditions: For services to Members that would have been Covered Services except for the application of a preexisting condition or similar limitation on coverage during the Member’s initial period of enrollment with a Managed Care Plan, Provider agrees to accept as payment in full from the Member the amount Provider would otherwise have been paid by the Member’s Managed Care Plan, plus any applicable copayment, coinsurance, or deductible.

2.23 Coordination of Benefits: Provider agrees to cooperate with Managed Care Plans in coordinating benefits and payments with other plans and payers that are or may be responsible to pay for all or part of Covered Services provided to Members. Based on information available to Provider, Provider agrees to submit bills first to the payer that appears to be primarily responsible to pay the bills for services rendered. If a Managed Care Plan is the secondary payer, then the Managed Care Plan is only responsible for the difference between what Provider has received or should have received from the primary payer and what Provider would receive from the Managed Care Plan if the Managed Care Plan had been the primary payer. Based on information available to Provider, Provider agrees to cooperate with Managed Care Plans in identifying other payers by which Members are insured.

2.24 Subrogation: All subrogation rights (i.e., the right to collect from a third party whose conduct may have caused the need for health care services, such as the party who caused an automobile accident) will belong to Managed Care Plans and not to Provider.

2.25 Billing Errors: Provider agrees to refund to Managed Care Plans any amounts paid to Provider in error. Managed Care Plans reserve the right to offset against future amounts payable to Provider any such overpayments that are not repaid by Provider.

2.26 Credentialing and Recredentialing: Provider agrees to cooperate with SelectHealth’s periodic recredentialing process, and will sign appropriate informational forms, consents, and releases provided by SelectHealth to authorize SelectHealth to make a thorough investigation of his/her professional activities, competence, professional conduct, professional discipline, malpractice claims, and insurance experience. SelectHealth may utilize the services of Intermountain Medical Staff Services to assist with the credentialing and recredentialing processes. The initial appointment period shall be one year, with reappointment generally every two years thereafter. Provider agrees to inform SelectHealth promptly if Provider is subject to any professional discipline or loss / reduction of privileges, licensure, or professional prerogatives in any professional context as described in 2.17. Provider releases from liability all hospitals and other practice settings where Provider practices his/her profession which provide credentialing / recredentialing information to SelectHealth. Provider authorizes such hospitals and other practice settings to notify SelectHealth of any disciplinary or corrective actions or proceedings that effect Provider for more than 30 days. Provider understands that SelectHealth may release to Affiliated Managed Care Plans the credentialing and recredentialing information that it has in its files regarding Provider. Provider also agrees to notify SelectHealth of any information Provider discovers that would materially change any of the representations Provider has made to SelectHealth either in this Agreement or in any application, reappointment form, or recredentialing form.

2.27 Termination in Connection with Reappointment: Provider understands and agrees that SelectHealth or any Affiliated Managed Care Plan may terminate Provider from participation with its Members at the time of or in connection with the recredentialing / reappointment process. Such termination may be based on (i) business or competitive reasons relating to SelectHealth’s or any Affiliated Managed Care Plans’ business, (ii) Provider’s adherence to efficient managed care principles and practices, (iii) utilization of Intermountain Healthcare related providers and facilities, (iv) affiliation with competing organizations, or (v) other reasons, whether specified in this Agreement or not. (See also the other termination provisions of this Agreement in part 4).

2.28 Independent Contractor: Provider and SelectHealth (and all Affiliated Managed Care Plans, to the extent that they are third party beneficiaries to this Agreement) are independent contractors, and Provider is free to enter into other agreements of a similar nature with other plans or entities. Provider understands and agrees that he/she is not the agent or employee of SelectHealth or of any Affiliated Managed Care Plan and that he/she has no authority to speak for, represent, or cause to be bound either SelectHealth or any Affiliated Managed Care Plan. Provider agrees not to make any representation contrary to this section. Provider or Provider’s employer is responsible for all employment, income, and other taxes arising from Provider’s professional activities and the payments for such activities. Nothing in this Agreement will be construed to create any other type of relationship. Other responsibilities and limitations on Provider’s relationship with Managed Care Plans and with Members are specified elsewhere in this Agreement.

2.29 Appropriate Professional Conduct: Nothing in this Agreement will be construed to require Provider to perform any procedure or treatment which Provider considers to be professionally improper or unacceptable, according to generally accepted professional practices.

2.30 Use of Names: Provider agrees to allow Managed Care Plans to use his/her name, address, phone number, specialty, a factual description of Provider’s practice, and other relevant identifying information about his/her services and facilities in printed directories of Participating Providers and in other communications and promotional and advertising materials used by Managed Care Plans. Provider will not use the name, trademark, service mark, logo, or other symbol of any Managed Care Plan for any purpose except that Provider may use the name of a Managed Care Plan to identify himself/herself as a Participating Provider for Members of that plan. Should this Agreement terminate, neither party will do anything to suggest or imply the existence of a continuing relationship.

2.31 Records: Provider agrees to maintain adequate and appropriate medical, financial, and administrative records, to maintain such records in accordance with generally accepted medical, accounting, and bookkeeping practices, and to maintain such records for such periods of time as may be required by law, but in no case less than 5 years. Provider agrees to permit representatives of Managed Care Plans to examine such records upon reasonable advance request for purposes, including but not limited to, assessment of medical necessity, the quality and appropriateness of care, the cost of services, and the investigation of Member grievances and complaints. Provider agrees to obtain and document an appropriate informed consent in all situations requiring such consent. Provider agrees to maintain all such records and consents for a period of five years after the rendition of Services and will make such records available for review by Managed Care Plans and by state and federal authorities and their agents for such purposes. Provider agrees that all medical records will be maintained so as to comply with applicable state and federal laws dealing with the privacy and confidentiality of medical records. Provider agrees to supply to Managed Care Plans such records as may reasonably be required to support any claim for payment for services rendered. SelectHealth will take reasonable steps to maintain the confidentiality of such records. Provider will not be reimbursed by SelectHealth for any copying charges connected with making and supporting claims, but will be reimbursed by SelectHealth at a reasonable cost for copying expenses solely in support of quality improvement activities. The requirements in this paragraph will survive the termination of this Agreement. SelectHealth will use its best efforts to require similar compensation to Provider for copies made for Affiliated Managed Care Plans.

2.32 NCQA: Provider agrees to cooperate with SelectHealth in maintaining SelectHealth’s National Committee for Quality Assurance ("NCQA") accreditation or any similar accreditation.

2.33 Grievance and Appeals: Provider agrees to cooperate with SelectHealth in any grievance or appeal procedure initiated by a Member or Managed Care Plan.

2.34 Staff Education: Provider agrees to cooperate with SelectHealth in rendering education, orientation, and training to his/her staff to enable them to better assist Provider in conforming to the requirements of this Agreement.

2.35 Confidentiality: Provider agrees to keep confidential the terms of this Agreement, and especially the financial terms of this Agreement, and Provider agrees to treat as confidential any reports or other information supplied to Provider by SelectHealth or any Affiliated Managed Care Plan regarding quality reviews, utilization levels, or financial performance. Provider agrees to treat as confidential and proprietary the Health Benefit Programs of Managed Care Plans, as such may be supplied to Provider from time to time.

2.36 Protection of Proprietary Information and Trademarks: Provider agrees that all information provided to Provider by SelectHealth or Affiliated Managed Care Plans, including but not limited to contracts, fee schedules, handbooks, operation manuals, and utilization management or quality improvement information, remain the property of the party supplying such to Provider, and Provider shall not disclose such materials or their contents except as may be required to carry out Provider’s functions under this Agreement.

2.37 On-Site Review: Subject to any applicable legal restrictions and upon at least ten (10) days prior written notice and if previously agreed to between SelectHealth and an Affiliated Managed Care Plan, Provider will permit an Affiliated Managed Care Plan to conduct an on-site review of Provider’s compliance with the terms of this Agreement. All on-site reviews will be conducted during normal business hours.

Part 3. Managed Care Plan Responsibilities

3.01 Payment for Covered Services: SelectHealth will pay Provider for, and SelectHealth will obligate Affiliated Managed Care Plans to pay Provider for, Covered Services provided to Members in compliance with the requirements of the applicable Health Benefit Program. Such payments will be made in amounts determined according to the fee schedule or formula referenced or set forth in the applicable Health Benefit Program. Fee schedules and/or formulas for determining fee amounts may provide for different payments for the same procedures depending on the number of Members seen by Provider in a specified period of time or other specified criteria. If required by a Managed Care Plan’s contractual arrangement, such payments may be paid directly to the Member, absent an assignment of benefits to Provider. Provider is responsible to collect any copayments, coinsurance amounts, or deductibles applicable to Members according to the applicable Health Benefit Program. See attached appendices.

3.02 Payment by Affiliated Managed Care Plans: SelectHealth is not responsible to make any payment for any services provided to any Member enrolled through any contracted, Affiliated Managed Care Plan. Affiliated Managed Care Plans are not responsible to make any payment for any services provided to any Member enrolled through SelectHealth.

3.03 Changes in Payment Methodology or Amounts: SelectHealth may amend the applicable fee schedules and/or payment formulas by following the notice requirements of section 5.01. Affiliated Managed Care Plans may change their fee schedules without giving advance notice, provided only that the resulting Managed Care Plan schedule or formula for making payments to Providers will, on aggregate for all Covered Services, provide for payments that are equal to or greater than the payments required to be made by SelectHealth as set forth on the attached Appendices, together with any amendments to the appendices. Affiliated Managed Care Plans will implement such changes within four (4) months of any change in the SelectHealth schedule(s) or formula(s).

3.04 Utilization Management and Quality Improvement: Managed Care Plans will perform utilization management and quality improvement activities related to Covered Services provided to their Members according to the applicable Health Benefit Program. Such activities will include reviews of the following: quality of care provided, availability and accessibility of care, efficiency with which care is provided, and Provider’s cooperation with Managed Care Plans. Managed Care Plans will establish reasonable mechanisms for the prompt verification of Member enrollment and eligibility, preauthorization / precertification of specified services, and case management functions, all as set forth in the applicable Health Benefit Programs. Managed Care Plans will issue identification cards to Members to assist Provider in identifying them as Members. Utilization management determinations will affect the amounts Provider is paid for Covered Services rendered to Members. Both utilization management and quality improvement data will be taken into account in determining Provider’s continued participation with SelectHealth. SelectHealth will give Provider information containing the utilization management and quality improvement standards of Managed Care Plans, and will, from time to time, give Provider information reflecting Provider’s compliance with SelectHealth’s utilization management and quality improvement criteria. SelectHealth agrees that it will not share with any third party (except within Intermountain Healthcare and with Affiliated Managed Care Plans) any utilization or quality data that identifies Provider.

3.05 Other Administrative Functions: Managed Care Plans will be responsible to administer their Health Benefit Programs, including general administration, marketing, and patient education activities related to managed care requirements. Managed Care Plans are responsible to obtain appropriate consents to release patient care information to support their payment of claims and utilization management and quality improvement activities. SelectHealth will be responsible to administer provider contracting and provider relations functions for its network(s).

3.06 Encouraging the Use of Participating Providers: Managed Care Plans will encourage the use of Participating Providers through educational materials and through financial incentives to Members.

3.07 Plan Licenses: SelectHealth and Affiliated Managed Care Plans will be responsible to maintain all licenses and certificates necessary to permit them to operate lawfully within their Service Areas.

Part 4. Term and Termination

4.01 Initial Term and Automatic Renewal: The effective date of this Agreement appears on the signature page. Unless otherwise terminated as provided in this Agreement, the initial term of this Agreement is one (1) year and it will automatically renew from year to year thereafter on the same terms in effect at the end of each prior term. For each additional Affiliated Managed Care Plan that contracts with SelectHealth subsequent to the effective date of this Agreement, this Agreement shall be effective as to such a Plan on the date specified in the agreement between that Plan and SelectHealth.

4.02 Termination Upon Notice: This Agreement may be terminated upon written notice to Provider for any one of the following reasons: (i) any action is initiated or occurs which requires Provider to give notice under Section 2.17 of this Agreement, and which SelectHealth reasonably determines could materially impair the ability of Provider to fulfill Provider’s obligations under this agreement, or (ii) Provider is currently addicted to or abusing alcohol or drugs.

4.03 Termination for Bankruptcy or Insolvency: This Agreement may be terminated upon written notice if either party becomes insolvent or makes a general assignment for the benefit of creditors, becomes subject to a proceeding under federal or state bankruptcy laws for reasons of insolvency or for the protection of creditors, or has a receiver appointed for the party’s business.

4.04 Termination for Material Breach: In the event that either party commits a material breach of this Agreement, then the other party may give thirty (30) days written notice to the breaching party to cure the breach, failing which cure, the Agreement will be terminated at the end of the thirty (30) day period.

4.05 Termination With or Without Cause: Either Provider or SelectHealth may terminate this Agreement, with or without cause, upon sixty (60) days prior written notice to the other party. Affiliated Managed Care Plans may terminate Provider’s participation with the Members enrolled through such Plans, with or without cause, upon at least sixty (60) days written notice. A Managed Care Plan may impose restrictions on its Members’ access to Provider during such a notice period if it determines that such restrictions are reasonably necessary to protect the Members’ health or safety.

4.06 Termination for Other Reasons: This Agreement may be terminated by SelectHealth upon written notice to Provider if (i) Provider has made or makes any untrue statements of fact in any claim for payment, or has made or makes any untrue statements of material fact in any statement made to a Managed Care Plan, (ii) Provider has made or makes any intentional misrepresentation of fact, whether material or not, in any claim for payment, or in any statement made to a Managed Care Plan, (iii) Provider fails to comply with any applicable State and/or Federal laws related to the delivery of health care services, or (iv) Provider engages in inappropriate billing practices, including but not limited to unbundling and up-coding, as those practices are defined under state or federal law.

 

4.07 Requirements Upon Termination: In the event of termination, Provider will continue to render, and Managed Care Plans will continue to make payments for, as provided in this Agreement, Covered Services to Members already admitted to a hospital until either alternative arrangements can be made or until the Member is properly discharged and customary post discharge care has either been completed (if such care is normally part of the follow-up hospital care rendered by Provider or is included in the payment already received by Provider) or arranged for. Provider and Managed Care Plans will cooperate in making arrangements for subsequent care of Members. See also section 2.21 for other continuation requirements upon termination. After termination, the parties will each remain responsible for any liabilities or obligations arising from conduct occurring prior to termination. After termination, Provider agrees to notify any Members who seek Provider’s services that Provider is no longer a Participating Provider with SelectHealth and other Affiliated Managed Care Plans under this Agreement, and Provider agrees to make the medical records of Members available to any successor providers of care.

 

4.08 Termination of Provider from Participation with an Affiliated Managed Care Plan: Affiliated Managed Care Plans may terminate any individual Provider who has contracted through SelectHealth from participating as a contracted provider for their particular Members for any of the reasons provided in Part 4. Such terminations will not automatically terminate the Provider from participation with other Managed Care Plans. However, termination by SelectHealth will terminate the Provider from participating under this Agreement with all Affiliated Managed Care Plans.

 

4.09 Providers Practicing in Groups: In the event that Provider is a member of or practices with a group of other providers who also contract with SelectHealth, the requirements of this Agreement, including but not limited to the termination provisions, will apply to each provider individually, and will not apply to the group as a whole.

 

Part 5. General Provisions

 

5.01 Amendment: Without formally amending this Agreement, SelectHealth may notify Provider from time to time of the Affiliated Managed Care Plans that have contracted with SelectHealth to utilize the services of Participating Providers as set forth in this Agreement, and such additional plans will become Affiliated Managed Care Plans under this Agreement as of the time of their contracting with SelectHealth, without further amendment. Managed Care Plans also may provide Provider with the requirements and changes to the requirements of their Health Benefit Programs, including their Utilization Management and Quality Improvement programs and other administrative materials, without formally amending this Agreement. SelectHealth and Affiliated Managed Care Plans also may implement new benefit plan variations under different names without formally amending this Agreement, provided only that the method of paying Provider does not materially change from a method previously incorporated into this Agreement.


In addition and for other matters, SelectHealth may amend this Agreement without obtaining Provider’s written concurrence by giving Provider not less than 30 days advance written notice of the change, during which time Provider can notify SelectHealth in writing that Provider objects to the amendment. Such amendments may include, but are not limited to, changes in payment amounts and methodology. If Provider objects to any such amendment, then SelectHealth may terminate Provider’s participation under this Agreement by giving Provider 10 days written notice. 

  • Any change in this Agreement required by a change in applicable law will be considered to be made automatically, but only to the minimum extent required by such law. Any dispute over the effect of a change of law will be handled as provided in section 5.08. 
  • This Agreement also may be amended by means of a written document signed by Provider and SelectHealth. 

5.02 Assignment and Subcontracting: Provider may not assign, subcontract, or delegate Provider’s rights, duties, or obligations under this Agreement without the prior written consent of SelectHealth. SelectHealth may not assign its rights under this Agreement without Provider’s written consent, except to an affiliated or subsidiary company. This section does not prevent SelectHealth from contracting with Affiliated Managed Care Plans to utilize SelectHealth’s network of Participating Providers.

5.03 Entire Agreement and Severability: This Agreement, together with any appendices and exhibits that are incorporated into this Agreement, and together with any amendments properly made to this Agreement, constitute the entire agreement of the parties, and supersedes all prior understandings and agreements of the parties relating to the subject matter of this Agreement. The provisions of this Agreement are independent and separate from each other. If one provision is determined to be invalid or unenforceable, it will not render any other provision invalid or unenforceable unless the effect of the determination would be to materially change the responsibilities of the parties under this Agreement.

5.04 Governing Law: This Agreement will be governed by the laws of the state in which health care services are rendered hereunder.

5.05 Incorporation by Reference: The appendices and/or exhibits that are initially incorporated into this Agreement by reference are listed on the signature page. This Agreement is not complete or effective without the attachment of a signature page and the appendices / exhibits referred to on the signature page. Any state or federal laws and regulations that govern the relationship created by this Agreement are also incorporated by reference.

5.06 Information Exchange: The parties agree to cooperate in exchanging information necessary to facilitate the implementation of this Agreement, including but not limited to providing information necessary to comply with legal and accreditation requirements (e.g., NCQA/HEDIS - Health Employer Data Information Set; programs sponsored by state or federal government). The parties further agree to exchange and share information which is or may be essential to the defense by either party of any claim in litigation, provided that such information is not readily available from another source and provided further that such exchange does not violate any applicable rule or law relating to confidentiality or privilege.

5.07 Notices: SelectHealth will provide any required written notice to Provider at the address listed on the signature page or to such other address as Provider may specify to SelectHealth. Provider may provide notice to SelectHealth at the address listed on the signature page.

5.08 Problem Solving and Arbitration: For any dispute arising under this Agreement, the parties agree to try to work out a solution informally, and if mutually agreed upon by the parties, through the use of mediation. If the problem is not settled informally, the dispute will then be submitted to the internal grievance and appeal process of the Managed Care Plan. If any dispute exists following the exhaustion of that process, the parties will submit the dispute to binding arbitration according to the Utah Arbitration Act and the Commercial Arbitration Rules of the American Arbitration Association. Each party will bear its own costs and expenses in connection with any such dispute, and the parties will bear equally the expenses of the arbitration process and the arbiters. This section applies only to SelectHealth and does not apply to Affiliated Managed Care Plans except to the extent that similar procedures are contained in the Health Benefit Programs of such Affiliated Managed Care Plans.

5.09 Provider Incentives: To the extent that any payment arrangement with a Managed Care Plan includes any incentive payment possibility, the parties agree that such incentive is not made as an inducement for Provider to reduce or limit medically necessary services to individual Members or to limit medically necessary referrals of individual Members. SelectHealth shall not be required to make any payment as an incentive or otherwise if such payment is, or in the opinion of legal counsel would be, a violation of any law or regulation (e.g., fraud and abuse laws).

5.10 Reasonable Care and Good Faith: The parties will use reasonable care and due diligence in performing this Agreement. The parties agree to act in good faith provided, however, that it will not be considered to be a lack of good faith for either party to exercise its right to terminate this Agreement either with or without cause. 

5.11 Responsibility: Each party is responsible for its own acts and omissions and not for the acts and omissions of the other.

5.12 Third Party Rights: Except for the limitations on balance billing and the requirements for rendering care and keeping records following termination, and except for the rights of Affiliated Managed Care Plans under contract with SelectHealth to utilize the services of Participating Providers as set forth in this Agreement, nothing in this Agreement creates any rights in any third parties.

5.13 Waiver: Waiver of any part of this Agreement at any time shall not result in the waiver of that or any other part of the Agreement at any other time.

Part 6. Information Access and Confidentiality

6.01 Confidential Information Defined: "Confidential Information" includes patient information, employee information, financial information, other information relating to Managed Care Plans, and information proprietary to other companies or persons under contract with Managed Care Plans. Provider may learn of or have access to Confidential Information through Managed Care Plans’ computer systems, which may include but are not limited to the HELP system, the clinical and financial information systems, the longitudinal patient record, the actuarial and claims systems, or through Provider’s professional care to Managed Care Plans’ Members. Confidential Information may include, but is not limited to, information relating to: Patients/Members (e.g., medical records, conversations, admittance information, patient financial information, etc.); 

  • Employees (e.g., salaries, employment records, disciplinary actions, etc.);
  • Managed Care Plans’ information (e.g., financial and statistical records, utilization management plans and procedures, strategic plans, internal reports, memos, contracts, peer review information, communications, proprietary computer programs, source code, proprietary technology, etc.); 
  • Third party information (such as Managed Care Plan utilization management or quality improvement programs, computer programs, client and vendor proprietary information, source code, proprietary technology, etc.; and 
  • Physicians and other Participating Providers (such as confidential provider profiles, peer review results and reports, etc.).

Confidential Information is valuable and sensitive, and is protected by law and by strict corporate policies. The intent of those laws and policies is to assure that Confidential Information will remain confidential - that is, that it will be used only as necessary to accomplish each Managed Care Plan’s mission.

 

6.02. Protection of Confidential Information: As a health care provider having access to Confidential Information, Provider agrees to conduct him/herself in strict conformance to applicable laws including but not limited to laws safeguarding and retaining the confidentiality of Confidential Information. Provider is required to read and to abide by these requirements and to require all staff or employees who work with Provider and who may have access to Confidential Information to also read and abide by these requirements. The violation of any of these requirements will subject Provider to discipline, which might include, but is not limited to, loss of participation with Managed Care Plans, loss of privileges to access Confidential Information, loss or privileges at Intermountain Healthcare’s facilities, and to legal liability.

  • Provider agrees to use Confidential Information only as needed to perform legitimate duties as a Provider to Members of Managed Care Plans. This means, among other things, that:
    1. Provider will not access Confidential Information for which Provider has no legitimate need to know; and 
    2. Provider will not in any way divulge, copy, release, sell, loan, revise, alter, or destroy any Confidential Information except as properly authorized within the scope of Provider’s professional activities as a health care provider to Members of Managed Care Plans; and 
    3. Provider will not misuse Confidential Information or carelessly care for Confidential Information.
  • Provider also agrees that the principles of confidentiality set forth in this section 6.02 will apply to all patients, patient care activities, and data access in Intermountain Healthcare and non-Intermountain facilities, regardless of whether a particular patient is a Member of a Managed Care Plan.   Provider agrees to safeguard and not disclose Provider’s access code or any other authorization Provider may have to access Confidential Information. Provider agrees to accept responsibility for all activities undertaken using Provider’s access code and other authorization. 
  • Provider agrees to report to the medical staff secretary at all Intermountain Healthcare facilities at which Provider practices and to the Office of the Medical Director of SelectHealth any suspicion or knowledge that Provider has that Provider’s access code, authorization, or any Confidential Information has been misused or disclosed without proper authorization. Provider agrees to report activities by any individual or entity that Provider suspects may compromise the confidentiality of Confidential Information. Reports made in good faith about suspect activities will be held in confidence to the extent permitted by law, including the identity of the individual reporting the activities.
  • Provider understands that Provider’s obligations under this Agreement will continue after termination of Provider’s participation with Managed Care Plans. Provider understands that Provider’s privileges to have access to Confidential Information are subject to periodic review, revision, and, if appropriate, renewal.
  • Provider understands that Provider has no right or ownership interest in any Confidential Information referred to in this Agreement that originated with any Managed Care Plan. Managed Care Plans may at any time revoke Provider’s access code, other authorization, or access to Confidential Information maintained in Managed Care Plan files and records. A Managed Care Plan may at any time revoke Provider’s access to Confidential Information that originated with that Managed Care Plan. 
  • Provider agrees that Provider will be responsible for any misuse or wrongful disclosure of Confidential Information by Provider or Provider’s staff, and for Provider’s failure to safeguard my access code or other authorization to access Confidential Information. Provider understands that Provider’s failure to comply with this Agreement may also result in Provider’s loss of privileges to access Confidential Information, loss or privileges at Intermountain Healthcare’s facilities, loss of participation with Managed Care Plans, and to possible legal liability.

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