ASA Template DRAFT

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Administrative Health Home Services Agreement

(DRAFT Revision as of 7/6/15)

THIS HEALTH HOME SERVICES AGREEMENT (“Agreement”) is made and entered

into as of ______________________________ (“Effective Date”) by and between

__________________________ (“MCO”) and [Insert Name of Health Home] (“Health Home”).

WHEREAS, MCO offers Medicaid managed care health benefit plans (“MMC Plans”)

and seeks to engage Health Home to provide Health Home Services for Members of such plans;

WHEREAS, Health Home is a health home designated by the New York State

Department of Health (“NYSDOH”) to provide or arrange for the provision of care management

services to Medicaid enrollees by individuals employed by or subcontracted with Health Home;

and

WHEREAS, MCO and Health Home desire to enter into this Agreement whereby Health

Home will provide or arrange for the provision of Health Home Services to MCO’s Health

Home Participants in exchange for payments from MCO, all subject to and in accordance with

the terms and conditions of this Agreement;

NOW THEREFORE, the parties agree as follows:

ARTICLE 1 - DEFINITIONS

“Assignment” and “Re-Assignment” means the process by which a Member is assigned to a

Health Home contracted with the MCO.

“De-activation” means the process by which Health Home Services are terminated for a Health

Home Participant.

“Emergency Medical Condition” means a medical or behavioral condition, the onset of which

is sudden, that manifests itself by symptoms of sufficient severity, including severe pain, that a

prudent layperson, possessing an average knowledge of medicine and health, could reasonably

expect the absence of immediate medical attention to result in: (i) placing the health of the

person afflicted with such condition in serious jeopardy, or in the case of a pregnant woman, the

health of the woman or her unborn child or, in the case of a behavioral condition, placing the

health of the person or others in serious jeopardy; or (ii) serious impairment to such person's

bodily functions; or (iii) serious dysfunction of any bodily organ or part of such person; or (iv)

serious disfigurement of such person.

“Enrollment” means the process by which a Member’s membership in the MCO begins.

“Health Home Candidate” means a Member who is eligible to become a Health Home

Participant.

“Health Home Participant” means a Health Home Candidate who is assigned to Health Home

by the MCO and assigned a Health Home Services Provider for case management by the Health

Home.

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“Health Home Services” means those services defined in Section 1945(h)(4) of the Social

Security Act and as more specifically defined in an Article II of this Agreement including:

1. Comprehensive care management;

2. Care coordination and health promotion;

3. Comprehensive transitional care from inpatient to other settings, including appropriate

follow-up;

4. Individual and family support, which includes authorized representatives;

5. Referral to community and social support services, if relevant; and

6. The use of health information technology to link services, as feasible and appropriate;

“Health Home Service Organizations” is the collective list of Health Home Service Providers.

“Health Home Services Provider” means a provider of Health Home Services that has a

contractual relationship with Health Home. Health Home shall provide MCO with a list of all

Health Home Services Providers in the Health Home Services Organization, and shall notify

MCO of any changes to such list, such as the addition or deletion of a Health Home Services

Provider, prior to the effective date of the change.

“Member” means an individual enrolled in an MCO MMC Plan.

“NYSDOH” means the New York State Department of Health.

“Provider Network” is the group of Participating Providers by which a Member receives

clinical and/or related services pursuant to the MCO’s in-network benefit package.

“Participating Provider” means a provider of clinical and/or related services that is

credentialed by the MCO or its designee, if applicable, and has contracted with the MCO to

render such services to Members as a participant in the MCO’s Provider Network.

ARTICLE II - HEALTH HOME RESPONSIBILITIES

2.1 Health Homes and MCOs shall be obligated to perform all of the responsibilities

contained in this Agreement and in the Health Home Care Management Standards and

Requirements established by the NYSDOH and shall ensure that any obligation imposed on it

shall also be adhered to by all Health Home Services Providers.

2.2 Scope of Health Home Services. Health Home only shall use experienced and qualified

personnel to perform the Health Home Services. Health Home shall perform all Health Home

Services (1) in a good and workmanlike manner and in accordance with best practices in the

community for Health Home’s industry, and (2) in accordance with all applicable laws, rules,

regulations and government program requirements. A Health Home will:

a. Provide outreach, contact and engagement services to Health Home Candidates,

including securing a signed NYSDOH approved “Health Home Services Consent

Form” from those Health Home Candidates choosing to receive Health Home

Services so that Health Home may share Member’s medical records, encounter data

and other health information with MCO, Health Home Services Providers that are

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Participating Providers and NYSDOH, as applicable and appropriate;

b. Conduct a comprehensive assessment of each Health Home Participant and

including any such assessment the NYSDOH requires for defined populations,

including but not limited to children and individuals receiving or eligible to receive

Home and Community Based Services (HCBS). Such assessments shall include

medical, behavioral, functional and social support needs;

c. Provide behavioral health expertise and leadership, as applicable, for individuals

with Serious Mental Illness (SMI) and those with substance use disorders (SUD);

d. Develop an integrated plan of care for physical and behavioral health disorders, as

applicable;

e. Prepare and maintain a comprehensive plan of care in conformance to any State

and federal requirements for each Health Home Participant, including information

retrieved from the Health Home Participant and from providers of clinical, behavioral

and social support services and share such plans of care as required in the Health

Home Standards and Requirements for Health Homes, Care Management Providers

and Managed Care Organizations

f. Coordinate care by and among Health Home Services Providers and Participating

Providers and the MCO;

g. Provide any or all Health Home Services to Health Home Participants, as agreed

to with the MCO;

h. Coordinate non-health service providers and local government agencies that may

also provide non-health social services;

i. Report to the MCO on activities and services in a format and within timeframes

designated by the MCO and/or NYSDOH, which requirements are negotiated and

mutually agreed upon between MCO and Health Home; and promptly respond to the

MCO’s requests for information regarding specific services provided to Members;

and

j. Provide data management to the MCO in compliance with the data submission

requirements of the MCO and NYSDOH.

2.3 MCO Protocols. Health Home, in the development of a plan of care for a Health Home

Participant, shall ensure that such plan of care is in accordance with MCO’s Participating

Provider manual, as applicable to care management and Health Home Services. The Health

Home and MCO shall work cooperatively to use in plan resources and address any opportunities

for network expansion to best serve Member needs. The Health Home agrees and must require

each Health Home Services Provider to agree to adhere to all MCO notification and

authorization requirements. Health Home and Health Home Services Providers shall cooperate

with quality oversight activities conducted by MCO. However, nothing herein affects the

obligation of a Health Home Services Provider that is also a Participating Provider, for the

delivery of Health Home Services, to adhere to and abide by the Participating Provider’s contract

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with the MCO, the MCO’s Participating Provider manual and all applicable MCO rules.

Neither the Health Home nor any Health Home Services Provider shall refer a Member for in-

network benefits to any provider or Health Home Services Provider in the Health Home Service

Organization that is not otherwise a Participating Provider in the MCO’s Provider Network

without the MCO’s prior notice and approval, except in the instance of an Emergency Medical

Condition. Health Home shall systematically and timely communicate with the MCO, Health

Home Services Providers and Participating Providers about clinical, care coordination and social

service referral information regarding Health Home Participants, as appropriate, and in

accordance with legal privacy requirements.

2.4 Representations and Warranties. Health Home is a duly organized, validly existing

organization in good standing, designated by NYSDOH as a Health Home. Health Home has the

authority to execute and deliver this Agreement and to perform the service under this Agreement.

Health Home agrees it is and will continue to be for the term of this Agreement eligible to

participate in the NYS Medicaid Program, and to comply with all state and federal laws and

regulations, including Medicaid program requirements, the MCO’s contract with the State for

administering a federally sponsored health care program, and all confidentiality provisions

contained in the contract between the MCO and the State.

2.5 Health Home Participant Re-Assignment or Termination. The parties recognize that

there are many ways in which Health Home Participant status may change that may result in Re-

Assignment or De-Activation. Upon prior reasonable notice to Health Home, MCO shall have

the authority to De-Activate a Health Home Participant or Re-Assign Health Home Participants

to another designated health home if the Health Home is not effectively providing or managing

Health Home Services to the Member, not achieving quality goals, not adhering to the MCO’s

protocols, or not meeting specific Members needs, as determined by the MCO after consultation

with the Health Home. In addition, MCO may Re-Assign a Health Home Participant to another

Health Home if the Member: a) requests Re-Assignment, b) relocates, or c) transfers to a

Primary Care Participating Provider who is affiliated with another health home. MCO will De-

Activate a Health Home Participant from the Health Home if the Member is no longer enrolled

in the MCO or upon a determination by the MCO, in consultation with the Health Home, that the

Member is not engaging in the Health Home Services or adhering to the plan of care.

2.6 Quality, Data and Reporting Requirements. Health Home shall comply with MCO

Health Home data and reporting requirements, which are provided to Health Homes and includes

adhering to MCO quality performance measures, as applicable to care management activities. As

a condition of payment, Health Home shall report all required care management and patient data

to MCO and NYSDOH, as required.

2.7 Maintenance of Records. Health Home shall and shall require Health Home Services

Providers to maintain Member medical records for a period of six (6) years after the date of

service, and in the case of a minor, for three (3) years after the age of majority or six (6) years

after the date of service, whichever is later, or for such longer period as required by law,

regulation or the contract between MCO and NYSDOH. This provision shall survive the

termination of this Agreement regardless of the reason.

2.8 Non-discrimination. Health Home shall not, and shall ensure that Health Home Services

Providers do not discriminate against any Members based on color, race, creed, age, gender,

sexual orientation, and disability, place of origin or source of payment or type of illness or

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condition. Health Home shall, and shall require Health Home Services Providers to comply with

the Federal Americans with Disabilities Act (ADA).

2.9 Confidentiality. Health Home shall, and shall require Health Home Services Providers to

comply with the applicable provisions of the Health Insurance Portability and Accountability Act

(HIPAA), the Health Information Technology for Economic and Clinical Health Act (HITECH),

HIV confidentiality requirements of Article 27-F of the Public Health Law, Mental Hygiene Law

Section 33.13 and the confidentiality requirements set forth in the Medicaid Managed Care and

Family Health Plus model contract between the MCO and NYSDOH. The parties acknowledge

that Health Home is a business associate of MCO and agree to enter into a Business Associate

Agreement, which shall be binding upon the parties to this Agreement.

2.10 Eligibility Verification. Except in the case of an Emergency Medical Condition, Health

Home shall use a mechanism established by MCO to confirm a Member’s eligibility in MCO

and as a Health Home Participant prior to furnishing any Health Home Services. In the event of

an Emergency Medical Condition, Health Home shall verify eligibility at the first available

opportunity.

ARTICLE III - PAYMENT

3.1 Payment. MCO shall pay Health Home for Health Home Services pursuant to the rates

set by NYSDOH, minus ______which shall not exceed three percent (3%) of such rate for

MCO’s administrative expense, and shall have no obligation or responsibility for distributing

payment for Health Home Services to Health Home Service Providers within the Health Home

Services Organization. Each month the MCO shall bill NYSDOH for Health Home Services for

Health Home Participants and Outreach and Engagement for Health Home Candidates. MCO

shall pay Health Home for Health Home Services billed to the MCO within thirty (30) days of

MCO receipt of payment from NYSDOH, or such other frequency as agreed to by MCO and

Health Home.

3.2 Adjustments/Recoupment/Adjustments for Incorrect/Over Payment to Health Home.

a. Other than recovery for duplicate payments, MCO will provide Health

Home with 30 days prior written notice before engaging in additional incorrect/over

payment recovery efforts seeking recovery of the incorrect/over payment to the

Health Home. Such notice shall state the specific information relating to such

incorrect/over payment, payment amount and proposed adjustment with a reasonable

explanation of the proposed adjustment. MCO will not initiate incorrect/over payment

recovery efforts more than 24 months after the original payment unless authorized or

required by the State.

b. The parties acknowledge and agree that payments for Health Home

Services under this Agreement do not constitute as payment or processing of health

care claims and, as such, such payments are not subject to the rules relating to the

processing of health claims and overpayments to health care providers under SIL

Sections 3224-a and 3224-b of the NYS Insurance Law.

Commented [DAA1]:

One commenter asked if it is possible to

put a parameter around this right in the contract? (i.e. On the tenth

(10) business day of the month, the MCO shall bill

NYSDOH….This will enable the Health Homes to submit monthly

billing prior to the pull date and have consistency across MCOs.)

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ARTICLE IV - TERM AND TERMINATION

4.1 Term. The term of this Agreement shall begin as of the effective date and shall continue

for one (1) year, after which this Agreement shall re-new for additional one (1) year terms; (a) so

long as the Health Home continues to be approved by NYSDOH as a designated Health Home;

(b) unless otherwise terminated as provided for in this Agreement; or (c) either party gives sixty

(60) days advance written notice prior to the renewal date.

4.2 Termination for Cause. MCO shall have the right to terminate this Agreement upon 60

days written notice, or such earlier time period, if warranted, if the Health Home (1) materially

breaches this Agreement and such breach is not cured within the 60 days’ notice period; (2) does

not: (a) adhere to the reporting requirements; (b) achieve the quality goals or comply with Health

Home Care Management Standards and Requirements; and/or (c) fails to comply with the

MCO’s protocols; (3) fails to maintain liability insurance as required, provided that, in the

instance of (1) through (3) above, the Health Home is given 60 days to remediate such breach or

deficiency. Further the MCO shall have the right to terminate this Agreement immediately if the

Health Home (1) loses its licensure or Health Home Designation; (2) is excluded, suspended or

barred from participating in any government health care program; (5) fails to maintain liability

insurance, as required; or (3) receives a determination by a government entity or review body

that it has violated any law or is engaged in or is engaging in fraud, waste or abuse. Health Home

shall also have the right to terminate this Agreement upon sixty (60) days written notice if there

is a material breach by MCO of this Agreement and this breach is not cured within the sixty (60)

day notice period.

4.3 Termination without Cause. Either party may give the other party sixty (60) days

advance written notice of its intent to terminate this Agreement.

4.4 Implementation Prior to DOH Approval. This Agreement is subject to the approval of

NYSDOH and, if implemented prior to such approval, the parties agree to incorporate into this

Agreement any and all modifications required by the Department of Health for approval or,

alternatively, to terminate this Agreement if so directed by NYSDOH, effective sixty (60) days

subsequent to such notice.

4.5 Obligations Post Termination. Upon termination, Health Home shall: (1) assist in

effecting an orderly transfer of services and obligations to another Health Home to which MCO

has assigned the Members to prevent any disruption in services to such Members; (2) provide

MCO and NYSDOH with access to all books, records and other documents relating to the

performance of services under this Agreement that are required or requested, at no charge; and

(3) subject to applicable law, stop using and return and/or destroy all proprietary information.

This provision shall survive the termination of this Agreement regardless of the reason.

ARTICLE V - INSURANCE AND INDEMNIFICATION

5.1 Insurance. Health Home shall secure and maintain for itself and its employees,

commercial general liability insurance and/or professional liability insurance coverage as

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applicable and as may be necessary to insure Health Home, its agents and employees, for claims

arising out of events occurring during the term of this Agreement or any post termination

activities under this Agreement. Coverage shall be in amounts and terms customary for the

industry and in general conformity with similar type and size entities within New York State,

and, if required by State laws, worker’s compensation insurance in amounts required by such

State laws. Health Home shall, upon request of MCO, provide MCO with certificates of

insurance or other evidence of coverage reflecting satisfaction of the foregoing requirements of

this paragraph. Health Home shall provide at least 30 days notice to MCO in advance of any

material modification, cancellation or termination of its insurance.

5.2 Indemnification. Each party (an “Indemnifying Party”) shall indemnify and hold

harmless the other party, employees, agents and representatives (collectively the “Indemnified

Party”), against any claim, demand, liability or expense incurred, which may result or arise out

of any action by the Indemnifying Party, its employees, agents or representatives in the

performance or omission of any act relating to this Agreement. Each party shall be responsible

for his, her or its own actions and omissions that may relate to or arise from his, her or its duties

and obligations under this Agreement.

Both Health Home and MCO understand and acknowledge that pursuant to State law, the Office

of the Medicaid Inspector General (OMIG) and/or the Office of the Inspector General (OIG) may

review and audit all contracts, claims, bills and other expenditures of medical assistance program

funds to determine compliance. Both parties agree to indemnify and hold the other party

harmless from any and all liability arising out of any suit, investigation, administrative action,

fine, penalty or sanction by or relating to OMIG and/or OIG against either party relating to the

direct, negligent or wrongful actions of the MCO or Health Home or Health Home Services

Providers.

ARTICLE VI - MISCELLANEOUS

6.1 Monitoring and Auditing. MCO shall monitor the performance of the Health Home and

the Health Home Services Providers, including using appropriate financial, programmatic and

oversight tools and measures. All such tools and measures used shall be shared with Health

Home to facilitate and foster proactive on-going continuous improvement efforts. MCO and

any government officials with oversight authority over the MCO, including but not limited to the

NYSDOH and/or U.S. Department of Health and Human Services, shall have the right, during

normal business hours and upon advance written notice, to monitor and evaluate, through

inspection or other means, Health Home’s performance under this Agreement, including but not

limited to access to Members’ medical records, encounter data and financial information. Health

Home shall permit MCO and any government officials with oversight authority over the MCO to

conduct site visits of the Health Home and Health Home Services Providers, upon prior notice,

to verify the performance of Health Home Services and other services under this Agreement and

that such services continue to comply with the terms and standards of the MCO and any

NYSDOH standards. This provision shall survive the termination of this Agreement regardless

of the reason.

6.2 Modifications and Amendments. Except as otherwise set forth in this Agreement, any

amendments to this Agreement shall be in writing and signed by both parties. Amendments

required due to changes in state law or regulation or as required by NYSDOH and implemented

by MCO shall be unilaterally and automatically made upon thirty (30) days notice to Health

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Home.

6.3 Assignment. This Agreement and the rights and obligations hereunder shall not be

assigned, delegated or otherwise transferred by either party. Notwithstanding the foregoing,

upon approval of NYSDOH, MCO may assign this Agreement, in whole or in part, to any

purchaser of the assets or successor to the operations of MCO. The term “assign” or

“assignment” includes a change of control of a party by merger, consolidation, transfer, or the

sale of the majority or controlling stock or other ownership interest in such party. As such, this

Agreement shall inure to the benefit of and be binding upon the parties hereto and their

respective permitted assigns. Except for Health Home Services Providers, Health Home shall

not subcontract or otherwise delegate its duties under this Agreement without the express written

consent of MCO. Health Home shall require any MCO approved subcontract, including the

Health Home Services Providers to abide by and adhere to this Agreement and will ensure this

agreement is incorporated by reference into the subcontract. Health Home shall make available

to MCO all subcontracts that provide for services under this Agreement.

6.4 Notification. All notices required or permitted under this Agreement must be in writing

and sent by (a) hand delivery, (b) U.S. certified mail, postage prepaid, return receipt requested,

or (c) overnight delivery service providing proof of receipt. Any such notice shall be deemed

given: (i) when delivered, if delivered in person; (ii) four (4) calendar days after being delivered

by U.S. mail, or (iii) one (1) business day, if being sent by overnight carrier. Notices shall be

sent to the address listed on the Signature Page, otherwise each party may designate by notice

any future or different addresses to which notices will be sent. Notices will be deemed delivered

upon receipt or refusal to accept delivery. Routine day to day operational communications

between the parties are not notices in accordance with this section.

6.5 Proprietary Information. In connection with this Agreement, MCO or its affiliates may

disclose to Health Home, directly or indirectly, certain information that MCO or its affiliate have

taken reasonable measures to maintain as confidential and which derives independent economic

value from not being generally known or readily ascertainable by the public (“Proprietary

Information”). Proprietary Information includes Member lists, the compensation provisions of

this Agreement, and other information relating to MCO’s or its affiliates’ business that is not

generally available to the public. Health Home shall, and shall require its Health Home Services

Providers and subcontractors to, hold in confidence and not disclose any Proprietary Information

and not use Proprietary Information except (1) as expressly permitted under this Agreement, or

(2) as required by law or legal or regulatory process. Health Home shall, and shall require its

Health Home Services Providers and subcontractors to, provide MCO with notice of any such

disclosure required by law or legal or regulatory process so that MCO can seek an appropriate

protective order. Health Home shall, and shall require its Health Home Services Providers and

subcontractors to, disclose Proprietary Information only in order to perform their obligations

under this Agreement, and only to persons who have agreed to maintain the confidentiality of the

Proprietary Information. The requirements of this Agreement regarding Proprietary Information

shall survive expiration or termination of this Agreement.

6.6 Dispute Resolution. MCO and Health Home agree to meet and confer in good faith to

resolve any problems or disputes that may arise under this Agreement.

a. Any dispute, other than a dispute regarding malpractice, fraud or abuse. or a

failure of the parties to agree on a reimbursement amount between the parties regarding

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the performance or interpretation of this Agreement shall be resolved, to the extent

possible, by informal meeting or discussions between appropriate representatives of the

parties.

b. In the event the parties are unable to resolve a dispute informally, the parties agree to

submit the matter to binding arbitration before a single arbitrator acceptable to both

parties, under the commercial rules of the American Health Lawyers Association

(“AHLA”) then in effect. The parties agree to divide equally the AHLA’s administrative

fee as well as the arbitrator’s fee, if any, unless otherwise apportioned by the arbitrator.

The arbitrator shall not award punitive damages to either party. The arbitrator’s award

may be enforced in any court having jurisdiction thereof by the filing of a petition to

enforce such award.

c. Arbitration shall take place in the county in which the MCO does business unless

otherwise agreed to by the parties.

d. The parties acknowledge that the Commissioner of NYSDOH is not bound by

arbitration or mediation decisions. Arbitration or mediation shall occur within New York

State, and NYSDOH shall be given notice of all issues going to arbitration or mediation,

and copies of all decisions.

6.7 Relationship of the Parties. No provision of this Agreement is intended to create, and

none shall be deemed or construed to create, any relationship between MCO and Health Home

other than that of independent entities contracting with each other solely for the purpose of

effecting the provisions of the Agreement. Neither party nor any of their respective employees

shall be construed under this Agreement to be the partner, joint venture, agent, employer or

representative of the other for any purpose, including, but not limited to, unemployment or

Worker’s Compensation. In its capacity as an independent contractor, Health Home shall have

sole responsibility for the payment of federal and state taxes..

6.8 Waiver. No assent or waiver, express or implied, of any breach of any one or more of the

covenants, conditions or provisions hereof shall be deemed or taken to be a waiver of any other

covenant, condition or provision hereof or a waiver of any subsequent breach of the same

covenant, condition or provision hereof.

6.9 Severability. When possible, each provision of this Agreement shall be interpreted in

such manner as to be effective, valid and enforceable under applicable law. The provisions of

this Agreement are severable, and, if any provision of this Agreement is held to be invalid,

illegal or otherwise unenforceable, in whole or in part, in any jurisdiction, said provision or part

thereof shall, as to that jurisdiction be ineffective to the extent of such invalidity, illegality or

unenforceability, without affecting in any way the remaining provisions hereof or rendering that

or any other provision of this Agreement invalid, illegal or unenforceable in any other

jurisdiction.

6.10 Governing Law. This Agreement shall be governed by and construed and enforced in

accordance with the laws of the State of New York applicable to contracts, except where Federal

law applies, without regard to principles of conflict of laws. Each party hereby irrevocably and

unconditionally waives, to the fullest extent it may legally and effectively do so, trial by jury in

any suit, action or proceeding arising hereunder. Notwithstanding anything in this Agreement,

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either party may bring court proceedings to seek an injunction or other equitable relief to enforce

any right, duty or obligation under this Agreement.

6.11 Third Parties. Except as otherwise provided in this Agreement, this Agreement is not a

third party beneficiary contract and no provision of this Agreement is intended to create or may

be construed to create any third party beneficiary rights in any third party, including any

Member.

6.12 Non-Solicitation. For the term of this Agreement and for one year thereafter, Health

Home shall not directly or indirectly solicit any Member to join a competing health plan or

induce any Member to cease doing business with MCO.

6.13 Compliance with all Laws. The parties shall comply with all applicable federal and

state laws and regulations and shall assist each other in such compliance. During the term of this

Agreement, Health Home and Health Home Services Providers shall comply with all applicable

federal and state laws and regulations relating to the provision of Health Home Services.

6.14 Entire Agreement. This Agreement and the attachments, each of which are made a

part of and incorporated into this Agreement, comprises the complete agreement between the

parties and supersedes all previous agreements and understandings, oral or in writing, related to

the subject matter of this Agreement.

6.15 Names, Symbols and Service Marks. The parties shall not use each other’s name,

symbol, logo or service mark for any purpose without the other party’s prior written approval.

However, MCO shall be allowed to include Health Home, its name, address, telephone number,

and other professional demographics (including such information for Health Home Services

Providers), in MCO’s directory of Participating Providers, such other listings, directories and

publications, in any marketing or advertising materials, and MCO’s Internet sites, to help

promote MCO to potential Members. Health Home agrees that such listings are considered

accurate if based upon the most recent information submitted to MCO by or on behalf of Health

Home.

6.16 Counterparts. This Agreement may be executed and delivered in one or more

counterparts, each of which shall be deemed to be an original, but all of which together shall

constitute one and the same instrument.

6.17 Certification Against Lobbying. Health Home agrees, pursuant to 31 U.S.C. § 1352

and CFR Part 93, that no Federally appropriated funds have been paid or will be paid to any

person by or on behalf of Health Home for the purpose of influencing or attempting to influence

an officer or employee of any agency, a member of Congress, an officer or employee of

Congress, or an employee of a member of Congress in connection with the award of any Federal

loan, the entering into of any cooperative agreement, or the extension, continuation, renewal,

amendment, or modification of any Federal contract, grant, loan, or cooperative agreement.

Health Home agrees to complete and submit the “Certification Regarding Lobbying,” form, if

this Agreement exceeds $100,000. If any funds other than federally appropriated funds have

been paid or will be paid to any person for the purpose of influencing or attempting to influence

an officer or employee of any agency, a Member of Congress, an officer or employee of

Congress, or an employee of a Member of Congress, in connection with the award of any federal

contract, the making of any federal grant, the making of any federal loan, the entering into of any

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cooperative agreement, or the extension, continuation, renewal, amendment, or modification of

any federal contract, grant, loan, or cooperative agreement, and payments to the Health Home

under this Agreement exceed $100,000, Health Home shall complete and submit, if required,

Standard Form-LLL “Disclosure Form to Report Lobbying,” in accordance with its instructions.

6.18 Fraud, Waste and Abuse Compliance and Reporting. Claims, data and other information

submitted to MCO pursuant to this Agreement and used, directly or indirectly, for purposes of

obtaining payments from the government under a Federal health care program, and payments

that Health Home receives under this Agreement are, in whole or in part, from Federal funds.

Accordingly, Health Home shall: (1) upon request of MCO, certify, based on its best knowledge,

information and belief, that all data and other information directly or indirectly reported or

submitted to MCO pursuant to this Agreement is accurate, complete and truthful and Health

Home; (2) not claim payment in any form, directly or indirectly, from a Federal health care

program for items or services covered under this Agreement; (3) comply with laws designed to

prevent or ameliorate fraud, waste, and abuse, including applicable provisions of Federal

criminal law, the False Claims Act (31 USC §§ 3729 et. seq.), and the anti-kickback statute

(section 1128B(b) of the Social Security Act); and (4) require it and its employees and its

subcontractors and their employees (including Health Home Services Providers) to comply with

MCO compliance program requirements, including MCO’s compliance training requirements,

and to report to MCO any suspected fraud, waste, or abuse or criminal acts.

6.19 Ownership and Controlling Interest Requirements. Health Home shall comply with

requirements for disclosure of ownership and control, business transactions, and information for

persons convicted of crimes against Federal health care programs as described in 42 CFR part

455 subpart B (Program Integrity: Medicaid).

6.20 Ineligible Persons. Health Home warrants and represents, and shall cause each Health

Home Services Provider to warrant and represent that, as of the Effective Date and throughout

the term of the Agreement and the duration of post expiration or termination transition activities

described in this Agreement, that none of its principal owners or any individual or entity it

employs or has contracted with to carry out its part of this Agreement is an Ineligible Person.

“Ineligible Person” means an individual or entity who (1) is currently excluded, debarred,

suspended or otherwise ineligible to participate in (a) Federal health care programs, as may be

identified in the List of Excluded Individuals/Entities maintained by the OIG, or (b) Federal

procurement or nonprocurement programs, as may be identified in the Excluded Parties List

System maintained by the General Services Administration, (2) has been convicted of a criminal

offense subject to OIG’s mandatory exclusion authority for Federal health care programs as

described in section 1128(a) of the Social Security Act, but has not yet been excluded, debarred

or otherwise declared ineligible to participate in such programs, or (3) is currently excluded,

debarred, suspended or otherwise ineligible to participate in State medical assistance programs,

including Medicaid or CHIP, or State procurement or nonprocurement programs as determined

by a State governmental authority.

SIGNATURE PAGE

IN WITNESS WHEREOF, the undersigned, with the intent to be legally bound, have

caused this Agreement to be duly executed and effective as of the Effective Date.

NAME OF MCO NAME OF HEALTH HOME

1,558,304v3

By:

Print Name:

Title:

Date:

By:

Print Name:

Title:

Date:

Notice Address: Notice Address: