QUEST PARTICIPATING ALLIED HEALTH PROVIDER AGREEMENT

QUEST PARTICIPATING ALLIED HEALTH PROVIDER

AGREEMENT

«Root_Number» «ADD_NM_1» «Todays_Date»

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TABLE OF CONTENTS

I. DEFINITIONS ....................................................................................................................................................... 1

1.1 Claim ................................................................................................................................................1 1.2 Clean Claim ......................................................................................................................................1 1.3 Copayment .......................................................................................................................................1 1.4 Covered Services ..............................................................................................................................1 1.5 Early and Periodic Screening, Diagnosis and Treatment (“EPSDT”) ..............................................1 1.6 Eligible Charge .................................................................................................................................1 1.7 Emergency Medical Condition .........................................................................................................2 1.8 Encounter .........................................................................................................................................2 1.9 HMSA QUEST Participating Allied Health Provider ......................................................................2 1.10 HMSA QUEST Participating Hospital .............................................................................................2 1.11 HMSA QUEST Participating Physician ...........................................................................................2 1.12 HMSA QUEST Participating Provider ............................................................................................2 1.13 HMSA QUEST Participating Provider Handbook ...........................................................................2 1.14 Medically Necessary ........................................................................................................................2 1.15 Member ............................................................................................................................................2 1.16 Primary Care Provider (“PCP”)........................................................................................................3 1.17 Specialist ..........................................................................................................................................3

II. OBLIGATIONS OF PARTICIPATING ALLIED HEALTH PROVIDER ................................................. 3

2.1 Provision of Covered Services. ........................................................................................................3 2.2 Standard of Care. ..............................................................................................................................3 2.3 Availability .......................................................................................................................................3 2.4 Accessibility .....................................................................................................................................4 2.5 Licensure ..........................................................................................................................................4 2.6 Excluded Persons .............................................................................................................................4 2.7 EPSDT Screening .............................................................................................................................4 2.8 Document PCP Changes ..................................................................................................................4 2.9 Provider Identifier ............................................................................................................................4 2.10 Required Disclosures ........................................................................................................................5 2.11 Credentialing ....................................................................................................................................6 2.12 Hospital Admitting Privileges ..........................................................................................................6 2.13 Continuity of Care ............................................................................................................................6 2.14 Quality Improvement .......................................................................................................................6 2.15 Utilization Management ...................................................................................................................6 2.16 Referral .............................................................................................................................................7 2.17 Provider-Patient Relationship ...........................................................................................................8 2.18 Nondiscrimination ............................................................................................................................8 2.19 Compliance with QUEST Policies and Procedures ..........................................................................8 2.20 Members Eligible for Long-Term Care ............................................................................................9 2.21 Marketing .........................................................................................................................................9 2.22 Advance Directives ..........................................................................................................................9 2.23 Inspection and Access ......................................................................................................................9 2.24 Full Disclosure .................................................................................................................................9 2.25 Disclosure of Information by Participating Allied Health Provider ...............................................10

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III. OBLIGATIONS OF HMSA ..........................................................................................................................11

3.1 Payment ..........................................................................................................................................11 3.2 Interpreter Services .........................................................................................................................11 3.3 Reports to Participating Allied Health Provider .............................................................................11 3.4 Member Panel.................................................................................................................................11 3.5 Assistance with Difficult Members ................................................................................................11 3.6 Eligibility Determination ................................................................................................................11 3.7 HMSA QUEST Participating Provider Handbook .........................................................................11 3.8 HMSA QUEST Participating Provider Directory ..........................................................................11 3.9 No Discrimination Against Providers............................................................................................. 12

IV. COMPENSATION..........................................................................................................................................12

4.1 Payment ..........................................................................................................................................12 4.2 Payment Determination. .................................................................................................................12 4.3 Services That Do Not Meet Payment Determination Requirements ..............................................12 4.4 Services That Are Not Plan Benefits ..............................................................................................13 4.5 Prohibition Against Member Billings and Collections...................................................................13 4.6 Imposition of No-Show Fees. .........................................................................................................13 4.7 Coordination of Benefits and Third Party Collections ...................................................................13 4.8 Claims .............................................................................................................................................14 4.9 Refund ............................................................................................................................................14 4.10 Claims for Care Rendered to Newborns. ........................................................................................14

V. RECORDS ........................................................................................................................................................14

5.1 Member’s Medical Record .............................................................................................................14 5.2 Retention and Transfer of Medical Records ...................................................................................14 5.3 Confidentiality ................................................................................................................................15 5.4 Access to Records ..........................................................................................................................15

VI. INSURANCE ...................................................................................................................................................16

6.1 Coverage Amounts. ........................................................................................................................16 6.2 Proof of Coverage. .........................................................................................................................16

VII. TERM AND TERMINATION .....................................................................................................................16

7.1 Term ...............................................................................................................................................16 7.2 Termination ....................................................................................................................................16 7.3 Immediate Termination ..................................................................................................................16 7.4 Appeal of Termination ...................................................................................................................17 7.5 Transition of Members ...................................................................................................................17 7.6 Information Necessary to Process Outstanding Claims .................................................................17 7.7 Survival. .........................................................................................................................................17

VIII. DISPUTE RESOLUTION ...........................................................................................................................17

8.1 Administrative Appeal. ..................................................................................................................17 8.2 Expedited Benefits Redetermination ..............................................................................................18 8.3 Arbitration Upon Exhaustion of Administrative Appeal ................................................................18

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IX. MISCELLANEOUS PROVISIONS ..............................................................................................................20

9.1 Amendments ...................................................................................................................................20 9.2 Assignment .....................................................................................................................................20 9.3 Captions ..........................................................................................................................................20 9.4 Cooperation of Parties ....................................................................................................................20 9.5 Entire Agreement ...........................................................................................................................20 9.6 Governing Law ...............................................................................................................................21 9.7 Legal Compliance...........................................................................................................................21 9.8 Notices ............................................................................................................................................21 9.9 Partial Invalidity .............................................................................................................................21 9.10 Relationship of Parties ....................................................................................................................21 9.11 Responsibility for Acts ...................................................................................................................22 9.12 Confidentiality. ...............................................................................................................................22 9.13 Use of Name. ..................................................................................................................................22 9.14 Waiver ............................................................................................................................................22

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HAWAII MEDICAL SERVICE ASSOCIATION QUEST PARTICIPATING ALLIED HEALTH PROVIDER AGREEMENT

THIS AGREEMENT, effective as of «Effec_Date», is by and between Hawaii Medical Service Association (“HMSA”), a Hawaii nonprofit mutual benefit society, and

«Add_Nm_1» (“Participating Allied Health Provider”), and arises out of the following circumstances: 1. 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, QUEST-Net, QUEST-ACE, and Basic Health Hawaii programs;

2. Pursuant to such contract with DHS (the “QUEST Contract”), HMSA operates and

administers The HMSA Plan for QUEST Members, QUEST-Net, QUEST-ACE, and Basic Health Hawaii (the “HMSA QUEST Plan”);

3. HMSA desires to contract with Participating Allied Health Provider to provide or arrange

Covered Services to Members who enroll in the HMSA QUEST Plan; and 4. Participating Allied Health Provider desires to contract with HMSA to provide or arrange

services as described in Paragraph 3 above. I. DEFINITIONS Terms used throughout this Agreement are defined as follows: 1.1 Claim. A complete billing, or an adjustment to such billing, for Covered Services

submitted by Participating Allied Health Provider on the CMS 1500 form, another form approved by HMSA, or by electronic transmission accepted by HMSA.

1.2 Clean Claim. A Claim that can be processed without obtaining additional information of the service from the provider or the provider’s designated representative as further

defined in the HMSA QUEST Participating Provider Handbook. 1.3 Copayment. A specific dollar amount or percentage of the charge as determined by DHS

which is due from the Member at the time of provision of a Covered Service. 1.4 Covered Services. Those services and benefits to which a Member is entitled under

Hawaii’s Medicaid programs, including QUEST, and which are described in the HMSA QUEST Participating Provider Handbook.

1.5 Early and Periodic Screening, Diagnosis and Treatment (“EPSDT”). Federally mandated

program that covers screening and diagnostic services to determine physical and mental conditions in Members less than twenty-one (21) years of age, and health care treatment and other measures to correct or ameliorate any conditions identified during the screening process.

1.6 Eligible Charge. The Eligible Charge for a Covered Service is the lower of either the

actual charge as shown on the claim or the charge listed for the service in the HMSA QUEST Fee Schedule (“Schedule”) in effect at the time of service. For a Covered

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Service that does not have a charge listed in the Schedule, HMSA will establish the Schedule charge. HMSA reserves the right to adjust the charges listed in the Schedule upon sixty (60) calendar days' written notice to Participating Allied Health Provider.

1.7 Emergency Medical Condition. An Emergency Medical Condition is a medical condition

manifesting itself by acute symptoms of sufficient severity (including severe pain) such 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 the following:

• Placing the physical or mental health of the individual (or with respect to a pregnant

woman, the health of the woman or her unborn child) in serious jeopardy; • Serious impairment to bodily functions; • Serious dysfunction of any bodily organ or part; • Serious harm to self or others due to an alcohol or drug abuse emergency; • Injury to self or bodily harm to others; or • With respect to a pregnant woman having contractions: (1) that there is inadequate

time to effect a safe transfer to another hospital before delivery, or (2) that transfer may pose a threat to the health or safety of the woman or her unborn child.

An Emergency Medical Condition shall not be defined or limited based on a list of diagnoses or symptoms.

1.8 Encounter. An interaction with the Member during which medical services are provided

by Participating Allied Health Provider. 1.9 HMSA QUEST Participating Allied Health Provider. An Allied Health Provider who has

entered into a contract with HMSA to provide Covered Services to Members. Allied Health Providers include audiologists, advanced practice registered nurses, certified registered nurse anesthetists, physical therapists, nurse midwives, physician assistants, speech therapists, psychologists and clinical social workers.

1.10 HMSA QUEST Participating Hospital. A licensed acute care general hospital that has

entered into a contract with HMSA to provide Covered Services to Members. 1.11 HMSA QUEST Participating Physician. A doctor of medicine (“M.D.”), a doctor of

osteopathy (“D.O.”) or doctor of podiatric medicine (“D.P.M.”) who has entered into a contract with HMSA to provide Covered Services to Members.

1.12 HMSA QUEST Participating Provider. A licensed health care practitioner or facility that

has entered into a contract with HMSA to provide Covered Services to Members. 1.13 HMSA QUEST Participating Provider Handbook. The HMSA QUEST Participating

Provider Handbook containing information regarding HMSA’s operating policies and procedures with respect to Covered Services rendered to Members.

1.14 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.

1.15 Member. A person who meets applicable eligibility requirements established by DHS

and who enrolls in the HMSA QUEST Plan.


1.16 Primary Care Provider (“PCP”). An HMSA QUEST Participating Provider who has self-identified as a PCP on the Provider Fact Sheet and: (i) if a physician, is an M.D. or a D.O. who is either a family practitioner, general practitioner, general internist, pediatrician, or obstetrician/gynecologist; (ii) is an advanced practice registered nurse recognized by the State Board of Nursing as a family nurse practitioner, pediatric nurse practitioner, or certified nurse midwife; or (iii) is a physician assistant recognized by the State Board of Medical Examiners as a licensed physician assistant. Notwithstanding the foregoing, HMSA may allow Health Centers, specialists or other health care practitioners to serve as PCPs for Members with chronic conditions subject to compliance with DHS requirements for such arrangements.

1.17 Specialist. An HMSA QUEST Participating Allied Health Provider who has self-

identified as a Specialist on the Provider Fact Sheet submitted with the Participating Allied Health Provider’s application to join HMSA’s QUEST provider network.

II. OBLIGATIONS OF PARTICIPATING ALLIED HEALTH PROVIDER 2.1 Provision of Covered Services.

(a) If serving as a PCP, Participating Allied Health Provider shall provide Covered Services to Members who select Participating Allied Health Provider as their PCP or upon referral by a PCP or HMSA, including the proper supervision of physician assistants, if used. In addition, Participating Allied Health Provider shall be responsible for supervising, coordinating and providing all primary care to each Member who has selected or been assigned to Participating Allied Health Provider as the Member’s PCP. Such responsibilities shall include, but not be limited to, coordinating and initiating referrals for in and out-of-network specialty care and maintaining continuity of each Member’s care and medical record, including documenting all services provided by Participating Allied Health Provider as well as any specialty services. For Members with special health care needs, Participating Allied Health Provider shall generate a treatment plan with the Member’s participation and in consultation with any specialist caring for the Member.

(b) If not serving as a PCP, Participating Allied Health Provider shall provide

Covered Services to members in accordance with the Standard of Care set forth in Section 2.2.

2.2 Standard of Care. Participating Allied Health Provider shall provide Covered Services

pursuant to this Agreement in accordance with the terms and conditions of this Agreement, the scope of Participating Allied Health Provider’s license and professional training and in accord with generally accepted medical practices and standards applicable to providers practicing in the same field under similar circumstances at the time of treatment.

2.3 Availability. Participating Allied Health Provider shall make necessary and appropriate

arrangements to ensure that Medically Necessary Covered Services are readily available to Members twenty-four (24) hours a day, seven (7) days a week and, when Participating Allied Health Provider is not available, from another QUEST Participating Provider who has agreed to provide back-up coverage to Participating Allied Health Provider. Participating Allied Health Provider shall make appropriate and necessary arrangements to ensure that any QUEST Participating Provider providing such back-up coverage to Participating Allied Health Provider has the same medical specialty as Participating


Allied Health Provider and provides such coverage in accordance with all applicable requirements of this Agreement.

2.4 Accessibility. Participating Allied Health Provider shall provide or arrange for Covered Services to Members in accord with the following time frames: (i) emergent care immediately for Emergency Medical Conditions, (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 Participating Allied Health Provider is serving as a PCP, and (iv) appointments within four (4) weeks for visits if Participating Allied Health Provider is a specialist and for non-emergency hospital stays. Participating Allied Health Provider shall accept Members for treatment unless Participating Allied Health Provider has requested a waiver from HMSA and HMSA has received a waiver from DHS permitting Participating Allied Health Provider to refuse to accept Members for treatment.

2.5 Licensure. Participating Allied Health Provider warrants and represents that Participating

Allied Health Provider shall throughout the term of this Agreement meet all applicable state and federal licensing, certification and recertification requirements required to provide the services contemplated in this Agreement, including all applicable requirements of the Medicaid or QUEST program. Participating Allied Health Provider is and will remain, throughout the term of this Agreement, the holder of a currently valid, unrestricted, and unconditioned: (i) license to practice in the State of Hawaii and (ii) Drug Enforcement Agency Controlled Substances Registration Certificate and/or Certificate of Registration for Uniform Controlled Substances. HMSA may waive the drug certification requirement if Participating Allied Health Provider presents evidence that the certification is not required to deliver appropriate medical care. Participating Allied Health Provider shall provide HMSA with written documentation and verification of such current licensing and certification upon request.

2.6 Excluded Persons. Participating Allied Health Provider warrants and represents that

neither Participating Allied Health Provider, nor any employee of Participating Allied Health Provider, nor any other person who may provide services pursuant to this Agreement, has been excluded or suspended 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. Participating Allied Health Provider further warrants and represents that Participating Allied Health Provider does not and shall not at any time during the term of this Agreement employ or contract with any individual or entity who is, or whose owner or managing employees are, so excluded or suspended.

2.7 EPSDT Screening. Participating Allied Health Provider shall provide EPSDT screening

and related services described in the HMSA QUEST Participating Provider Handbook and in accord with requirements established by DHS.

2.8 Document PCP Changes. If serving as a PCP, Participating Allied Health Provider shall

include in each Member’s medical record a history of PCP changes. Such history shall be provided to Participating Allied Health Provider by HMSA.

2.9 Provider Identifier. Participating Allied Health Provider shall use the HMSA provider

identification number assigned by HMSA as of the Effective Date of this Agreement. In addition, Participating Allied Health Provider shall obtain a national provider identifier (“NPI”) in accordance with 45 C.F.R. §160.103 no later than by May 23, 2007 or as later permitted by DHS. Failure to obtain an NPI as required may result in nonpayment of Claims.


2.10 Required Disclosures. In addition to such other notice as may be required elsewhere in

this Agreement, and except as provided below, Participating Allied Health Provider shall provide written notification to HMSA within five (5) working days (or earlier if the circumstances reasonably warrant earlier disclosure) of the occurrence of any of the events indicated below:

(a) Participating Allied Health Provider’s license to practice in the State of Hawaii is

suspended, conditioned, revoked, terminated, or subject to terms of probation or other restriction; or

(b) Participating Allied Health Provider’s federal and/or state drug license is

suspended, conditioned, revoked, or terminated; or

(c) Participating Allied Health Provider becomes the subject of any disciplinary proceeding or action before an applicable professional licensing board or a similar agency in any state, or an agency of the federal government, including sanction or disciplinary action by Medicare or Medicaid; or

(d) Participating Allied Health Provider is convicted of a fraud or felony; or

(e) Any actions to suspend, revoke or restrict Participating Allied Health Provider’s

staff privileges at any hospital; or

(f) Any malpractice claim in which Participating Allied Health Provider is a named defendant or any malpractice judgment or settlement; or

(g) Participating Allied Health Provider fails to maintain the insurance coverage

required under Article VI of this Agreement; or

(h) There is a change in Participating Allied Health Provider’s business address or federal tax identification number; or

(i) In the event that any representation or warranty made by Participating Allied

Health Provider in this Agreement, including but not limited to those made in this Article II regarding Excluded Persons and Full Disclosure, is no longer accurate; or

(j) Participating Allied Health Provider plans to terminate his/her practice in which

event, Participating Allied Health Provider shall give HMSA written notice no less than thirty (30) calendar days prior to the first day of the month in which the termination is effective; or

(k) Participating Allied Health Provider no longer wishes to provide PCP services

under this Agreement (but does not wish to terminate this Agreement), in which case Participating Allied Health Provider shall give HMSA written notice not less than thirty (30) calendar days prior to the first (1st) day of the month in which Participating Allied Health Provider will no longer provide PCP services; or

(l) An act of nature or any event beyond Participating Allied Health Provider’s

reasonable control occurs that substantially interrupts all or a portion of Participating Allied Health Provider’s business or practice, or that has a materially adverse effect on Participating Allied Health Provider’s ability to perform his/her obligations hereunder; or


(m) Any other situation arises that could reasonably be expected to affect

Participating Allied Health Provider’s ability to carry out his/her obligations under this Agreement.

2.11 Credentialing. Participating Allied Health Provider shall comply with any and all

credentialing and recredentialing requirements and procedures as established by HMSA and amended from time to time. Compliance shall be determined by an HMSA credentialing committee. The members of the credentialing committee shall consist of an HMSA Medical Director and other members selected and appointed by HMSA, a majority of which will be practicing physicians. Failure to meet credentialing or recredentialing requirements may result in termination in accord with Article VII of this Agreement. Participating Allied Health Provider’s right to appeal the termination decision is set forth in Section 8.1 (b) of this Agreement.

2.12 Hospital Admitting Privileges. If serving as a PCP, Participating Allied Health Provider

shall maintain full admitting privileges at at least one (1) general acute care hospital on the island of service that is an HMSA QUEST Participating Hospital or maintain written arrangements with an HMSA QUEST Participating Provider who has such privileges for the admission and treatment of Members who are Participating Allied Health Provider’s patients. Waivers of this requirement may be granted by HMSA in accord with policies developed and modified from time to time by HMSA.

2.13 Continuity of Care. Subject to applicable law, Participating Allied Health Provider shall

provide appropriate medical information, as described in the HMSA QUEST Participating Provider Handbook, to other providers: (i) when referring a Member to another provider, (ii) at the Member’s request, (iii) when the Member transfers to another provider or another PCP, or (iv) at another provider’s request in order to ensure continuity of care and to avoid unnecessary duplication of services, unless the Member specifically objects. Participating Allied Health Provider acknowledges and agrees that HMSA and DHS each reserve the right to immediately transfer a Member to the care of another PCP, or to another health plan, in the event that either HMSA or DHS determines, in its respective sole discretion, that the Member’s health or safety is in jeopardy. Participating Allied Health Provider shall fully cooperate in all respects with other providers in the event of such a transfer and at all times in order to assure maximum health outcomes for the Member. In the event that Participating Allied Health Provider’s participation terminates during the course of a Member’s treatment, Participating Allied Health Provider shall continue to provide services to Members pursuant to Section 7.5 of this Agreement.

2.14 Quality Improvement. As requested by HMSA, Participating Allied Health Provider

shall cooperate with and participate in ongoing HMSA quality improvement activities that may include medical care evaluation studies, clinical practice guidelines, peer review, practice pattern analysis based on claims data, audit of medical records, problem identification and resolution, and priority-setting. Participating Allied Health Provider agrees to work in good faith with HMSA to implement corrective actions recommended by an HMSA review committee composed of practicing physicians, and to permit this committee to monitor and evaluate such corrective actions. Participating Allied Health Provider shall not interfere with measures established by HMSA that are designed to maintain quality and control costs.

2.15 Utilization Management. Participating Allied Health Provider shall cooperate and

comply with HMSA’s utilization management programs, including such utilization management requirements as are described in the HMSA QUEST Participating Provider


Handbook. Participating Allied Health Provider acknowledges and agrees that payments to Participating Allied Health Provider for Covered Services rendered pursuant to this Agreement may be reduced or denied if Participating Allied Health 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 requirements set forth in Section 4.2 of this Agreement. Participating Allied Health Provider shall not attempt to collect the reduced or denied payment from the Member. Participating Allied Health Provider’s right to appeal a utilization management program decision is set forth in Article VIII of this Agreement.

HMSA’s utilization management programs may include, but are not limited to:

(a) Precertification for payment determination regarding a proposed service;

(b) Concurrent review to determine whether a continued inpatient hospital stay or

other treatment protocols meet payment determination requirements set forth in Section 4.2 of this Agreement;

(c) Retrospective review to evaluate appropriateness of care and care management;

and

(d) Focused review of specific procedures and/or specific providers. 2.16 Referral.

(a) If serving as a PCP:

(i) Participating Allied Health Provider shall provide HMSA with advance notice of referrals of Members to an HMSA QUEST Participating Provider.

(ii) Participating Allied Health Provider shall obtain authorization from

HMSA prior to referral to any provider who is not an HMSA QUEST Participating Provider.

(iii) Participating Allied Health Provider shall not make referrals for

designated health services to health care entities with which Participating Allied Health Provider or a member of Participating Allied Health Provider’s family has a financial relationship.

(iv) HMSA shall not make benefit payments to Participating Allied Health

Provider for any services provided by Participating Allied Health Provider pursuant to a referral that does not comply with subsections (i) or (ii) above, or with requirements in the HMSA QUEST Participating Provider Handbook.

(v) Notwithstanding the foregoing, if Participating Allied Health Provider is

not a women’s health specialist, and therefore does not generally provide women’s routine and preventive health care services, including, but not limited to, breast cancer screening (clinical breast exam), Pap smears and pelvic exams, no referral shall be required for a Member to receive Covered Services from an HMSA QUEST Participating Provider who is a women’s health specialist.


(b) If not serving as a PCP, Participating Allied Health Provider shall comply with

all referral and preauthorization procedures set forth in the HMSA QUEST Participating Provider Handbook. HMSA shall not make benefit payments to Participating Allied Health Provider for any services provided by Participating Allied Health Provider pursuant to a referral that does not comply with the referral and preauthorization requirements in the HMSA QUEST Participating Provider Handbook. Notwithstanding the foregoing, no referral shall be required for a Member to receive Covered Services from an HMSA QUEST Participating Provider who is a women’s health specialist for women’s routine and preventive health care services, including, but not limited to, breast cancer screening (clinical breast exam), Pap smears and pelvic exams.

2.17 Provider-Patient Relationship. Participating Allied Health Provider shall maintain the

provider-patient relationship with each Member and be responsible for the medical care and treatment of Members. Nothing contained in this Agreement is intended or shall be interpreted: (i) to interfere with the provider-patient relationship, (ii) to prohibit or otherwise restrict Participating Allied Health Provider from discussing treatment or non-treatment options with Members that may not reflect the position of the HMSA QUEST Plan or may not be covered by the HMSA QUEST Plan, (iii) to prohibit or otherwise restrict Participating Allied Health Provider from acting within the lawful scope of practice, (iv) to prohibit or otherwise restrict Participating Allied Health Provider from advising or advocating on behalf of a Member for the Member’s health status, medical care, or treatment or non-treatment options, including any alternative treatments that may be self-administered, (v) to discourage or prohibit providing other medical advice deemed appropriate by Participating Allied Health Provider, even if the information relates to services or benefits not provided under the HMSA QUEST Plan, or (vi) to prohibit or otherwise restrict Participating Allied Health Provider from advocating on behalf of any Member to obtain necessary health care services in any grievance system, utilization review process or individual authorization process.

2.18 Nondiscrimination. Participating Allied Health Provider shall accept Members as

patients unless Participating Allied Health Provider has a full panel and has notified HMSA that Participating Allied Health Provider is not accepting new patients. Participating Allied Health Provider shall render services to Members in the same manner, in accord with the same standards, and within the same time availability, as for his/her patients who are not Members. Participating Allied Health Provider shall not refuse to render services to a Member or otherwise discriminate against a Member based on the Member’s race, color, creed, ancestry, sex, including gender identity or expression, sexual orientation, religion, health status, income status, physical or mental disability, or on any other basis that is prohibited by any applicable federal, state or county law.

2.19 Compliance with QUEST Policies and Procedures. Participating Allied Health Provider

acknowledges that, as described in the HMSA QUEST Participating Provider Handbook, the eligibility requirements and benefits provided under each of the HMSA QUEST Plans (that is, The HMSA Plan for QUEST Members, QUEST-Net, QUEST-ACE, and Basic Health Hawaii) are not all the same. Participating Allied Health Provider shall comply with all applicable provisions of the HMSA QUEST Participating Provider Handbook, 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 Participating Provider Handbook and the terms of this Agreement, the terms of this Agreement shall control.


2.20 Members Eligible for Long-Term Care. If Participating Allied Health Provider identifies a Member that Participating Allied Health Provider believes is eligible for long-term care level of services, Participating Allied Health Provider shall submit a Form DHS 1147 to DHS or its designee and shall submit the Form 1180 to the Aid to Disabled Review Committee (“ADRC”) to determine the Member’s disability status.

2.21 Marketing. Participating Allied Health Provider shall submit any marketing materials

relating to the HMSA QUEST Plan developed by Participating Allied Health Provider to HMSA, and HMSA shall submit such materials to DHS and obtain DHS’ approval of such materials, prior to Participating Allied Health Provider using or distributing any such materials.

2.22 Advance Directives. Participating Allied Health 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. In addition, Participating Allied Health Provider:

(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.

2.23 Inspection and Access. Participating Allied Health Provider acknowledges and agrees that

HMSA, DHS, the Department of Health & Human Services of the United States (“HHS”), the General Accounting Office of the Comptroller General of the United States (“GAO”), the HHS Office of the Inspector General (“OIG”), the Medicaid Fraud Control Unit of the Department of the Attorney General, or their respective authorized representatives, shall, during normal business hours, have the right to enter Participating Allied Health Provider’s premises or such other places where Participating Allied Health Provider’s obligations under this Agreement are being performed to inspect, monitor, or otherwise evaluate the quality, appropriateness and timeliness of services provided pursuant to this Agreement.

2.24 Full Disclosure. Participating Allied Health Provider acknowledges that such disclosure is

required by the terms of HMSA’s contract with DHS. Participating Allied Health Provider further warrants and represents that Participating Allied Health Provider shall not knowingly have a director, officer, partner or person with more than five percent (5%) of Participating Allied Health Provider’s equity, or have an employment, consulting, or other agreement with such a person for the provision of Covered Services pursuant to this Agreement, who has been debarred, suspended or otherwise excluded from participating in procurement activities under the Federal Acquisition Regulation or from participating in non-procurement activities under regulations issued under Executive Order No. 12549 or under guidelines implementing Executive Order No. 12549. Participating Allied Health Provider warrants and represents that Participating Allied Health Provider has fully disclosed all significant business relationships, joint ventures, subsidiaries, holding companies, or any other related entity to HMSA and that Participating Allied Health


Provider shall bring any new significant relationships arising during the term of this Agreement to HMSA’s attention as soon as the relationship is consummated.

Participating Allied Health Provider shall submit, within 35 days of the date of a request by HMSA or upon request of the DHS, full and complete information about the ownership of any subcontractor with whom Participating Allied Health Provider has had business transactions totaling more than $25,000 during the 12-month period ending on the date of the request; and any significant business transactions between the Participating Allied Health Provider and any wholly owned supplier, or between Participating Allied Health Provider and any subcontractor, during the 5-year period ending on the date of the request.

2.25 Disclosure of Information by Participating Allied Health Provider. Participating Allied

Health 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 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.

Participating Allied Health 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 Participating Allied Health 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 Participating Allied Health

Provider and any wholly owned supplier, or between Participating Allied Health Provider and any subcontractor, during the 5-year period ending on the date of the request.

III. OBLIGATIONS OF HMSA 3.1 Payment. HMSA shall pay Participating Allied Health Provider directly for Covered

Services in accord with Article IV of this Agreement. 3.2 Interpreter Services. HMSA shall arrange interpreter services for Members who have

limited proficiency with the English language, whose primary language is other than English, or who communicate through sign language.

3.3 Reports to Participating Allied Health Provider. HMSA may provide periodic utilization

reports to Participating Allied Health Provider. 3.4 Member Panel. If Participating Allied Health Provider is acting as a PCP:

(a) HMSA shall limit the number of Members who select Participating Allied Health Provider as a PCP to the number specified by Participating Allied Health Provider on the Provider Fact Sheet. Participating Allied Health Provider may decrease this number by giving HMSA forty-five (45) calendar days’ prior written notice. During such forty-five (45) day prior notification period, HMSA will locate another PCP for affected Members. Participating Allied Health Provider shall continue to provide treatment until the earlier of: (i) the end of the forty-five (45) day period, or (ii) the Member’s reassignment or selection of another PCP; and

(b) HMSA shall provide Participating Allied Health Provider with a list of all

Members who select Participating Allied Health Provider as their PCP.

3.5 Assistance with Difficult Members. HMSA shall assist Participating Allied Health Provider with a difficult Member by making arrangements to transfer the Member to another HMSA QUEST Participating Allied Health Provider or HMSA QUEST Participating Provider. Participating Allied Health Provider, however, shall provide written notice to the Member with a copy to HMSA if Participating Allied Health Provider is unable to continue to provide Covered Services due to Member’s pattern of: (i) non-compliant or abusive behavior, (ii) failing to pay Copayments or (iii) posing a threat to Participating Allied Health Provider, staff or other patients.

3.6 Eligibility Determination. HMSA shall confirm Member eligibility to Participating

Allied Health Provider electronically or telephonically. 3.7 HMSA QUEST Participating Provider Handbook. HMSA shall furnish Participating

Allied Health Provider with a copy of the HMSA QUEST Participating Provider Handbook. HMSA reserves the right to amend such policies, procedures, and requirements upon sixty (60) calendar days’ written notice.

3.8 HMSA QUEST Participating Provider Directory. HMSA shall list Participating Allied


Health Provider’s name in an HMSA QUEST Participating Provider Directory and distribute the Directory or make it available to HMSA QUEST Participating Allied Health Providers and Members.

3.9 No Discrimination Against Providers. HMSA shall not discriminate against Participating

Allied Health Provider acting within the scope of Participating Allied Health Provider’s license or certification with respect to Participating Allied Health Provider’s participation, reimbursement or indemnification solely on the basis of such

license or certification. In addition, HMSA shall not discriminate against providers serving high-risk populations or those that specialize in conditions requiring costly treatments.

IV. COMPENSATION 4.1 Payment. Except as otherwise provided in this Article IV, Participating Allied Health

Provider shall accept the Eligible Charge as payment in full for Covered Services rendered to Members pursuant to this Agreement that are deemed Medically Necessary and appropriate under HMSA’s quality improvement and utilization management programs. HMSA shall reimburse Participating Allied Health Provider for Covered Services rendered to Members reported through submitted claims that are deemed to be Clean Claims, and pursuant to this Agreement HMSA shall pay directly to Participating Allied Health Provider the Eligible Charge minus applicable Copayments and payments from third parties described in Section 4.7 of this Agreement. Payment shall be based on the Member’s eligibility and HMSA’s policies pertaining to the recognition of the service, whether billed alone or in combination with other services. Nothing shall preclude HMSA from using different reimbursement amounts for different specialties or for different practitioners in the same specialty.

4.2 Payment Determination.

(a) A service or supply qualifies for payment under this Agreement if it qualifies for payment under the QUEST program and is Medically Necessary.

(b) Payment determinations are based on policies developed by HMSA Medical

Directors in consultation with practicing physicians, as well as HMSA policies, peer-reviewed literature and nationally recognized standards. Any determination that a service or supply does not meet payment determination requirements will be made by an HMSA Medical Director. The fact that a physician may prescribe, order, recommend, or approve a service or supply does not in itself mean that the service or supply meets payment determination requirements.

(c) Participating Allied Health Provider’s right to appeal a payment determination is

set forth in Article VIII of this Agreement. 4.3 Services That Do Not Meet Payment Determination Requirements. Participating Allied

Health Provider shall not bill or collect from a Member any charges for services that HMSA determines do not meet HMSA’s payment determination requirements, unless a written acknowledgment of financial responsibility signed by the Member or the Member’s legal representative is obtained prior to the time services are rendered. Participating Allied Health Provider’s right to appeal a decision pertaining to services that do not meet payment determination requirements is set forth in Sections 8.1 (a) and 8.2.


4.4 Services That Are Not Plan Benefits. Except as set forth in Section 4.3 and Section 4.5, this Agreement does not govern a Participating Allied Health Provider’s charges to a Member for services that are not Covered Services.

4.5 Prohibition Against Member Billings and Collections. Except as otherwise provided for

herein, Participating Allied Health Provider will look solely to the health plan for compensation for services rendered. Participating Allied Health Provider agrees that in no event, including but not limited to non-payment by HMSA, insolvency of HMSA or breach of this Agreement, shall Participating Allied Health Provider bill, charge, collect a deposit from, seek compensation, remuneration or reimbursement from, or have any recourse against a Member or other persons (other than HMSA) acting on such Member’s behalf for Covered Services provided pursuant to this Agreement, nor shall Participating Allied Health Provider look directly to the State of Hawaii for payment of services rendered pursuant to this Agreement. 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 Participating Allied Health Provider, or for payment for services rendered by Participating Allied Health Provider that are in excess of the amount that the Member would owe if HMSA made the payment directly to Participating Allied Health Provider or Member. This provision does not prohibit Participating Allied Health Provider from collecting nominal cost sharing amounts as specifically authorized by the Hawaii Medicaid State Plan and the HMSA QUEST Participating Provider Handbook, or fees for services or supplies that are not Covered Services delivered on a fee-for-service basis to Members, provided that Participating Allied Health Provider shall not bill or collect from a Member any charges for non-Covered Services unless a written Agreement of Financial Responsibility that is: (i) in the form set forth in the HMSA QUEST 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.

(a) Participating Allied Health Provider agrees that these provisions in this Section

4.5 shall survive the termination of this Agreement regardless of the reason for termination, including insolvency of HMSA, and shall be construed to be for the benefit of the Member.

(b) Participating Allied Health Provider agrees that these provisions supersede any

oral or written contrary agreement now existing or hereafter entered into between the Participating Allied Health Provider and a Member, or persons acting on such Member’s behalf insofar as such contrary agreement relates to liability for payment for, or continuation of Covered Services provided under the terms and conditions of these clauses.

(c) Participating Allied Health Provider shall refund any payment received from a

resident or family member (in excess of share of cost) for the prior coverage period.

4.6 Imposition of No-Show Fees. Participating Allied Health Provider shall not impose a no-

show fee for Members who were scheduled to receive a Covered Service. 4.7 Coordination of Benefits and Third Party Collections. Participating Allied Health

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. Participating Allied Health 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 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 Plan.

4.8 Claims. Participating Allied Health Provider shall submit Claims under this Agreement

only for Medically Necessary Covered Services rendered personally by Participating Allied Health Provider. Participating Allied Health Provider shall submit Claims that Participating Allied Health 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. Participating Allied Health Provider shall not collect payment from Members for any Covered Services for which the Claims submission period has expired. Participating Allied Health Provider has the right to request a review by HMSA within sixty (60) calendar days of Participating Allied Health Provider’s receipt of HMSA’s decision to deny or pay the Claim.

4.9 Refund. Within thirty (30) calendar days of Participating Allied Health Provider’s

receipt of notice from HMSA, Participating Allied Health Provider shall refund to HMSA any overpayment made by HMSA to Participating Allied Health Provider. HMSA shall have the right to offset the amount of any overpayment not refunded against any future payments due to Participating Allied Health Provider from HMSA under this Agreement or any other agreement with HMSA. HMSA has the right of offset under this Section, regardless of whether Participating Allied Health Provider has assigned the right to receive payments under this Agreement or any other agreement with HMSA, or has otherwise directed HMSA to make payments under this Agreement or any other agreement to a third party.

4.10 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.

V. RECORDS 5.1 Member’s Medical Record. Participating Allied Health 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. Participating Allied Health 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 contract with DHS, including requirements outlined in the HMSA QUEST Participating Provider Handbook, permits effective professional medical review and medical audit processes, and facilitates an adequate system for follow-up treatment. In addition, Participating Allied Health Provider shall make such medical record available to the Member at each Encounter. Participating Allied Health 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.

5.2 Retention and Transfer of Medical Records. Participating Allied Health Provider shall

retain the medical records for services rendered to each Member in accordance with Haw. Rev. Stat. §§622-51 and 622-58, including retaining the medical records for a Member who is eighteen (18) years of age or older for a minimum of seven (7) years from the date of the last entry in the record and for each Member who is younger than eighteen (18)


years of age for the period until the Member attains eighteen (18) years of age, plus seven (7) years. Participating Allied Health Provider shall promptly deliver accurate, appropriate medical information to other QUEST participating providers when a Member transfers to another QUEST health plan or provider within seven (7) business days of receipt of a request when a Member changes PCPs and as outlined in the HMSA QUEST Participating Provider Handbook.

5.3 Confidentiality. Participating Allied Health Provider shall keep confidential and prevent

the unauthorized disclosure of any and all medical records and information required to be prepared or maintained by Participating Allied Health 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 administrative rules.

5.4 Access to Records. HMSA Medical Directors, authorized representatives of the Centers

for Medicare & Medicaid Services of the United States Department of Health and Human Services (“CMS”) or DHS, or their respective designees, shall have the right to inspect, evaluate, and audit any pertinent books, financial records, medical records, documents, papers and records involving financial or other transactions pursuant to this Agreement whether electronic or paper (collectively, “Records”), for the purposes of utilization review, quality assurance, credentialing and recredentialing, claims payment verification, fraud and abuse investigations and such other purposes as they deem necessary for the optimal operation of QUEST and the HMSA QUEST Plan, with or without specific consent of members. Participating Allied Health Provider shall maintain such Records for a minimum of three (3) years from the date of final payment under this Agreement, provided that in the event that any litigation, claim, investigation, audit or other action involving the records retained under this provision arises, then such records shall be retained for three (3) years from the date of final payment or the date of the resolution of the action, whichever is later, and further provided that Member medical records shall be retained as provided in Section 5.2 above. During the period that records are retained under this provision, Participating Allied Health Provider shall allow DHS free and unrestricted access to such records with or without Member consent.

In addition, Participating Allied Health Provider shall, without charge and upon HMSA’s request, with or without Member consent:

(a) Allow HMSA authorized personnel access to Records on Participating Allied

Health Provider’s premises in a reasonable manner and at a mutually agreeable time within five (5) working days following notice from HMSA;

(b) Transmit Records by telephone or other electronic means to HMSA and/or DHS

or their respective designees within thirty (30) days; or

(c) Provide copies of Records to HMSA and/or DHS or their respective designees within thirty (30) days.

Refusal to provide medical records or access to medical records or inability to produce medical records to support the Claim or Encounter, as required under this Section 5.4


shall constitute a material breach of this Agreement and may result in termination of this Agreement or the withholding or recovery of payment for Covered Services rendered.

VI. INSURANCE 6.1 Coverage Amounts. Participating Allied Health Provider, at its sole cost and expense,

shall procure and maintain such policies of professional and general liability and other insurance as shall be necessary to insure Participating Allied Health 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 provision of Covered Services, the use of any property and facilities provided by Participating Allied Health Provider, and the activities performed by Participating Allied Health Provider pursuant to this Agreement. General liability shall be an amount adequate for the risk insured against. Except as otherwise agreed in writing by the Parties, each such policy shall have limits of not less than one million dollars ($1,000,000.00) per occurrence, and not less than one million dollars ($1,000,000.00) in the aggregate annually.

6.2 Proof of Coverage. The originals of each such policy shall be retained by Participating

Allied Health Provider and Participating Allied Health Provider shall deliver copies thereof to HMSA upon request. In addition, Participating Allied Health Provider shall obligate the carrier of each such insurance policy to give HMSA written notice by certified mail at least thirty (30) calendar days prior to cancellation or other termination of such policy.

VII. TERM AND TERMINATION 7.1 Term. When executed by both parties, this Agreement shall become effective as of the

date noted on page one (1) of this Agreement and shall continue in effect through the following June thirtieth (30th) unless sooner terminated in accord with this Article VII. This Agreement shall renew automatically for additional and successive one (1) year terms unless earlier terminated in accordance with the termination provisions in this Article VII.

7.2 Termination. Except as provided in Section 7.3 of this Agreement, HMSA may terminate

this Agreement with cause by giving Participating Allied Health Provider at least sixty (60) calendar days’ written notice. Participating Allied Health Provider may terminate this Agreement, with or without cause, by giving HMSA at least sixty (60) calendar days’ written notice. In the event that DHS suspends or terminates the QUEST Contract or any portion thereof with HMSA or does not extend the QUEST Plan or any portion thereof, the rights and obligations of HMSA and Participating Allied Health Provider shall likewise be suspended or terminated as of the applicable effective date of such suspension or termination.

7.3 Immediate Termination. HMSA may terminate this Agreement immediately upon

written notice to Participating Allied Health Provider due to:

(a) The revocation, suspension, limitation, condition, or expiration of Participating Allied Health Provider’s license;

(b) Participating Allied Health Provider’s loss of admitting privileges at an HMSA

QUEST Participating Hospital, or loss of an acceptable coverage arrangement for the admission and treatment of Participating Allied Health Provider’s Member patients at an HMSA QUEST Participating Hospital;


(c) Participating Allied Health Provider’s failure to maintain in effect the

professional and general liability coverage required under Article VI;

(d) A request by DHS that Participating Allied Health Provider be removed from the HMSA QUEST Plan network for any reason, including, but not limited to, Participating Allied Health Provider’s violation of any state or federal law, rule or regulation or if DHS or the State of Hawaii determines that Participating Allied Health Provider’s performance hereunder is inadequate based upon accepted community or professional standards; or

(e) Participating Allied Health Provider is suspended or excluded from participation

in a federal health care program, as defined by 42 U.S.C. §1320a-7b(f). 7.4 Appeal of Termination. Participating Allied Health Provider’s right to appeal termination

of the Agreement is set forth in Article VIII of this Agreement. Except for immediate termination, upon HMSA’s receipt of Participating Allied Health Provider’s request for appeal, any termination of this Agreement is suspended until the dispute is resolved. If an immediate termination is appealed, the termination remains in force until the dispute is resolved.

7.5 Transition of Members. In the event that this Agreement terminates for any reason,

Participating Allied Health Provider shall cooperate with and assist HMSA as requested in notifying Members who had received their primary care from, or who had been seen on a regular basis by, Participating Allied Health Provider, and in transitioning such Members to a new PCP or other QUEST participating provider. Participating Allied Health Provider shall provide appropriate medical information, as described in the HMSA QUEST Participating Provider Handbook, to other providers and shall fully cooperate in all respects with other providers to assure maximum health outcomes for the Member.

7.6 Information Necessary to Process Outstanding Claims. In the event that this Agreement

expires or is terminated for any reason, Participating Allied Health Provider shall promptly supply to HMSA all information necessary for the reimbursement of any outstanding Claims of Participating Allied Health Provider pursuant to this Agreement.

7.7 Survival. The following provisions shall survive termination of this Agreement:

Continuity of Care (Section 2.13); Inspection and Access (Section 2.23); Article IV (Compensation); Article V (Records); Article VIII (Dispute Resolution); Responsibility for Acts (Section 9.11); and Confidentiality (Section 9.12).

VIII. DISPUTE RESOLUTION This Article VIII applies to all sections of this Agreement, notwithstanding reference in selected sections. 8.1 Administrative Appeal.

(a) Disputes Other Than Termination of This Agreement. If Participating Allied Health Provider disagrees with any decision or action by HMSA, Participating Allied Health Provider shall submit a written request for review by an HMSA review committee composed of practicing physicians, selected and appointed by HMSA, within six (6) months of Participating Allied Health Provider’s receipt of notice of such decision, but no later than ninety (90) days following the close of


the contract year, June thirtieth (30th) of each year. The review committee shall convene to consider the review request and shall notify Participating Allied Health Provider of its decision within sixty (60) calendar days of HMSA’s receipt of the request for review. Participating Allied Health Provider and one other witness who is also a provider may appear to present evidence or testimony before a review committee.

(b) Termination of This Agreement. Participating Allied Health Provider shall

submit a written request for appeal within sixty (60) calendar days of receipt of a notice of termination from HMSA. A review committee composed of practicing physicians shall convene within thirty (30) calendar days of the request for appeal. Participating Allied Health Provider may appear to present evidence or testimony before the committee. Either party may, at its option, be represented by counsel or another representative at the appeal. Participating Allied Health Provider will be notified of the review committee’s decision within five (5) working days following the review committee’s decision.

(c) Neither HMSA nor Participating Allied Health Provider shall be represented by

an attorney or other representative at the administrative appeal pursuant to this Section 8.1, except as provided in Section 8.1(b) above. Both HMSA and Participating Allied Health Provider may be represented by counsel or another representative at arbitration in accord with Section 8.3 below.

8.2 Expedited Benefits Redetermination. Participating Allied Health Provider may request

an expedited redetermination of any HMSA decision to deny payment for a service that has not yet been provided to a Member if a delay would: (i) seriously jeopardize the Member’s life or health, (ii) seriously jeopardize the Member’s ability to gain maximum functioning, or (iii) subject Member to severe pain that cannot be adequately managed without the care or treatment that is the subject of the redetermination request. Participating Allied Health Provider shall request an expedited redetermination and provide any additional information requested by HMSA. HMSA shall provide a decision in accord with standards set forth in the QUEST Participating Provider Handbook. If Participating Allied Health Provider disagrees with the expedited redetermination decision, Participating Allied Health Provider shall request an appeal in accord with Section 8.1(a) above.

8.3 Arbitration Upon Exhaustion of Administrative Appeal.

(a) Disputes Other Than Related to Denial of Continued Participation Due to Non-Compliance with HMSA’s Professional Credentialing Requirements. The parties agree that any and all claims, disputes, or causes of action arising out of this Agreement or its performance, or in any way related to this Agreement or its performance, including but not limited to any and all claims, disputes, or causes of action based upon contract, tort, statutory law, or actions in equity, shall be resolved by binding arbitration as set forth in this Agreement.

If Participating Allied Health Provider disagrees with a decision of HMSA's review committee following exhaustion of administrative remedies described in Section 8.1 above, Participating Allied Health Provider shall submit a written request for arbitration to HMSA's Legal Services in Honolulu, Hawaii, within sixty (60) calendar days following the date of the HMSA review committee's decision.

Arbitration of disputes between the parties shall be conducted in Honolulu,


Hawaii, by an independent arbitration service mutually selected by HMSA and Participating Allied Health Provider. If HMSA and Participating Allied Health Provider are unable to agree upon an arbitration service within thirty (30) calendar days of either party’s receipt of request for arbitration from the other party, Dispute Prevention and Resolution, Inc. (“DPR”) will conduct the arbitration. If HMSA and Participating Allied Health Provider are unable to agree upon 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 Federal Arbitration Act, 9 U.S.C. §1 et seq., and the arbitration service’s arbitration rules applicable to the Federal Arbitration Act, or pursuant to such other arbitration rules as the parties may mutually agree. Each party (HMSA and Participating Allied Health Provider) will pay its own attorney and witness fees, provided that the arbitrator may award attorney fees and costs to a prevailing party related to any claim or contention of a non-prevailing party, that the arbitrator determines was frivolous or wholly without merit. Fees and costs of the arbitrator and the arbitration service may be awarded by the arbitrator as the arbitrator determines is appropriate. If no award is made, fees and costs of the arbitrator and the arbitration service shall be shared equally by both parties. The decision of the arbitrator shall be final and binding on the parties and judgment shall be entered thereon upon timely motion by either party in a court of competent jurisdiction. No other action may be brought in any court in connection with this decision, except as provided under the Federal Arbitration Act. There shall be no consolidation of parties in the arbitration proceeding. The parties shall take appropriate precautions to protect the confidentiality of any personal health information related to the arbitration proceeding.

(b) Disputes Related to Denial of Continued Participation Due to Non-Compliance

with HMSA’s Professional Credentialing Requirements. The parties agree that any and all claims, disputes, or causes of action arising out of this Agreement or its performance, or in any way related to this Agreement or its performance, including but not limited to any and all claims, disputes, or causes of action based upon contract, tort, statutory law, or actions in equity, shall be resolved by binding arbitration as set forth in this Agreement.

If Participating Allied Health Provider disagrees with a decision of HMSA's review committee following exhaustion of administrative remedies described in Section 8.1 above, Participating Allied Provider shall submit a written request for arbitration by a three member panel to HMSA's Legal Services in Honolulu, Hawaii, within sixty (60) calendar days following the date of the HMSA review committee's decision, in accordance with HMSA’s policies and procedures related to credentialing. Arbitration of disputes between the parties shall be conducted in Honolulu, Hawaii, by an independent arbitration service mutually selected by HMSA and Participating Allied Health Provider. If HMSA and Participating Allied Health Provider are unable to agree upon an arbitration service within thirty (30) calendar days of either party’s receipt of request for arbitration from the other party, Dispute Prevention and Resolution, Inc. (“DPR”) will conduct the arbitration. If HMSA and Participating Allied Health Provider are unable to agree upon the three member arbitration panel, including one specialist in the field of the Participating Allied Health Provider who is not involved in the day to


day operations of HMSA, within thirty (30) calendar days following the submission of the claim to the arbitration service, then the parties shall select the two non-specialist panel members in accordance with the arbitration service’s arbitrator selection procedures. The specialist shall be selected by HMSA. The arbitration will be conducted pursuant to the Federal Arbitration Act, 9 U.S.C. §1 et seq., and the arbitration service’s arbitration rules applicable to the Federal Arbitration Act, or pursuant to such other arbitration rules as the parties may mutually agree. Each party (HMSA and Participating Allied Health Provider) will pay its own attorney and witness fees, provided that the arbitration panel may award attorney fees and costs to a prevailing party related to any claim or contention of a non-prevailing party, that the arbitration panel determines was frivolous or wholly without merit. Fees and costs of the arbitration panel and the arbitration service may be awarded by the arbitration panel as it determines is appropriate. If no award is made, fees and costs of the arbitration panel and the arbitration service shall be shared equally by both parties. The decision of the arbitration panel shall be final and binding on the parties and judgment shall be entered thereon upon timely motion by either party in a court of competent jurisdiction. No other action may be brought in any court in connection with this decision, except as provided under the Federal Arbitration Act. There shall be no consolidation of parties in the arbitration proceeding. The parties shall take appropriate precautions to protect the confidentiality of any personal health information related to the arbitration proceeding.

IX. MISCELLANEOUS PROVISIONS 9.1 Amendments. This Agreement may be amended only by mutual agreement of the

parties except that this Agreement may be amended at any time upon written notice to Participating Allied Health Provider as HMSA deems necessary to comply with applicable law or regulation and/or DHS or CMS rules, directives or guidance applicable to the Medicaid and/or QUEST programs.

9.2 Assignment. This Agreement shall be binding upon and inure to the benefit of the parties

to it and their respective heirs, legal representatives and assigns. Notwithstanding the foregoing, neither HMSA nor Participating Allied Health Provider shall assign or transfer rights, duties, or obligations under this Agreement without the prior written consent of the other party.

9.3 Captions. The captions contained herein are for reference purposes only and shall not

affect the meaning of this Agreement. 9.4 Cooperation of Parties. Participating Allied Health Provider and HMSA agree to meet

and confer in good faith on common problems including, but not limited to, those pertaining to Member complaints, customer service, utilization of services, credentialing, authorization, claims and reporting procedures, and information and forms provided to Participating Allied Health Provider for use with Members.

9.5 Entire Agreement. This Agreement, together with the HMSA QUEST Participating

Provider Handbook as amended from time to time, contains the entire agreement between the parties and supersedes all prior agreements and negotiations, either oral or in writing, with respect to the subject matter hereof.


9.6 Governing Law. This Agreement shall be construed and enforced in accord with the laws of the State of Hawaii.

9.7 Legal Compliance. HMSA and Participating Allied Health Provider shall comply with

all state and federal laws and regulations in performance of this Agreement and obtain approval of all duly constituted government authorities, including the procurement of all licenses and permits required to provide services hereunder. Such compliance shall include, but not be limited to, compliance with the Americans with Disabilities Act of 1990, Title VI of the Civil Rights Act of 1964, Title IX of the Education Amendments Act of 1972 (regarding education programs and activities) (42 U.S.C. §2000d), the Age Discrimination Act of 1975, The Rehabilitation Act of 1973, 45 C.F.R. Part 80, and 42 C.F.R. Part 434, and §§438(c)(2), 438.6, 438.100(d), and 438.206(c). Federal and state statutes, rules, and regulations applicable to QUEST, including EPSDT services available under the Medicaid Program and Title XIX of the Social Security Act, shall prevail over the language of this Agreement.

9.8 Notices. Any notice required to be given pursuant to the amendment or termination of

this Agreement shall be in writing and shall be sent, postage prepaid, by certified mail, return receipt requested, to HMSA or to Participating Allied Health Provider at the address below. The notice shall be effective on the date of delivery.

If to HMSA: Provider Services Attention: PDCA – ROOM 509 Hawaii Medical Service Association P. O. Box 860 Honolulu, HI 96808-0860 If to Participating Allied Health Provider:

Mailing address as reported by Participating Allied Health Provider to HMSA.

9.9 Partial Invalidity. If, for any reason, any provision of this Agreement is held invalid, the

remaining provisions shall remain in full force and effect. 9.10 Relationship of Parties. In the performance of the work, duties, and obligations assumed

under this Agreement, it is mutually understood and agreed that each party and its agents, employees, or representatives are at all times acting and performing as independent contractors and that neither party shall consider itself or act as the agent, employee, or representative of the other.

Participating Allied Health Provider expressly acknowledges that this Agreement

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

9.11 Responsibility for Acts. Each party is responsible for its own actions. 9.12 Confidentiality. The parties acknowledge that each may disclose confidential and

proprietary information to the other in the course of this Agreement. All information jointly developed by the parties pursuant to this Agreement or disclosed by one party to the other in the course of performance of this Agreement, which is not otherwise publicly available, shall be deemed confidential and shall not be disclosed by the receiving party to any third party without the prior written consent of the other party.

9.13 Use of Name. Participating Allied Health Provider acknowledges that HMSA has a

proprietary interest in its legal and business names. Participating Allied Health Provider shall not use HMSA’s name without HMSA’s prior written consent.

9.14 Waiver. The waiver by either party of any breach of any provision of this Agreement, of

any warranty, or of any representation set forth herein shall not constitute a continuing waiver of any subsequent breach of either the same or any other provision, warranty, or representation of this Agreement.


IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date(s) written below. Hawaii Medical Service Association Paul Schnur Vice President, Provider Contracting Date of Signature (Signature) (Print name) Title Date of Signature

«Add_Nm_1» XXXXXXXXXXXXXXXXXXXXXXXXXXXXX Provider’s Signature (Print name) Title Date of Signature

THIS CONTRACT IS NOT EFFECTIVE UNTIL SIGNED BY HMSA.


Date post:	03-Feb-2022
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