HomeMy WebLinkAbout496904 UMR INC - CONTRACT - RFP - 7241 BENEFITS - MEDICAL (2)�PF 141
EXHIBIT 1
ACCESS AGREEMENT
Your TPA, UMR, Inc. (Distributor);has an agreement with OptumHealth Care Solutions, Inc., and its
affiliates (OptumHealth) that gives your benefit plan access to health services at negotiated rates. You may
access this arrangement according to the terms of that agreement, summarized in the following points
below:
1. You will be entitled to receive the rates OptumHealth has with providers and you will pay for services in
accordance with the terms of the agreements negotiated with those providers.
2. You or your Distributor will follow the requirements for notification and approval of payment. You will
pay for the health care services and supplies that have been approved and that are provided or
supervised by an OptumHealth contracted provider pursuant to that provider's agreement with
OptumHealth and rendered to persons enrolled for coverage under your benefit plan. Your accessing
health services under this Access Agreement creates an obligafion between you and the provider of
those health services, and if you fail to perform your obligations, the provider will have a direct cause of
action against you.
3. You agree to pay OptumHealth its administrative fees, as set forth below for each product. Payment of
fees is due within 30 days of your receipt of the invoice from OptumHealth. Fees not paid within this
time period may be subject to a surcharge of 2% of the outstanding past due balance.
Transplant Network.
ou shall pay OptumHealth an administrative fee based upon the'transplant type as follows:
Type of Transplant
Administrative Fee
B one Marrow
utola ous
Less than 11 Days
$5,000
11 or more Days — breast cancer
$10,000
11 or more Days — all other diagnoses
$20,000
Ito eneic-related/unrelated
$20,000
Non-M eloablative BMT mini
$5,000
andem BMT
uto/Auto
$10,000
uto/Alto R Mini
$20,000
uto/Alto U Mini
$20,000
Heart, Lung, Heart/Lung
$10,000
entricular Assist Devices (VAD) only, VAD/Heart
$20,000
Double Lun , Multi -Or an'
$20,000
Intestinal, Liver, Intestinal/Liver, Intestinal/Small Bowel
$20,000
Kidney, Pancreas, Kidney/Pancreas, Islet Cell -Auto Pancreas
$3,500
OptumHealth shall issue an invoice for the administrative fee upon receiving notice of completion of the
approved transplant.
If an additional transplant is performed to replace the initial transplant, an additional fee equal to 50% of
he original fee shall be charged. If a member receives transplant care, but no transplant is
performed," the administrative fee shall be 35%, of the difference between charges per the applicable
Provider Agreement and the Participating Provider's usual charges for the same services, not to
xceed the fee for the corresponding transplant set forth in the table above. OptumHealth shall issue
an invoice upon termination of transplant care.
'Except for those multi -organ transplants already listed on the Fee Schedule such as kidney/pancreas
"Case referred to as "Early Term". Examples include (1) cases in which member is not accepted into
Participating Provider's transplant program; (2) cases in which the member dies prior to transplant; or
3 cases in which member's coverage ends prior to transplant.
Transplant Access Program. The fees are 15% of savings, calculated as the difference between
billed charges and amounts paid pursuant to the applicable provider agreement. The fees shall not
exceed the administrative fee for the corresponding transplant set forth in the table above.
Specialized Physician Review. The fees are: for solid organ transplants, bone marrow/stem cell
transplants, congenital heart disease procedures, and other procedures and disease states, Payer shall
pay OptumHealth an administrative fee equal to $1,295 for a Comprehensive Review from a single
reviewer, or $1,995 from three reviewers. For Basic Review, Payer shall pay OptumHealth an
administrative fee equal to 5495 for a single review or $1,295 from three reviewers. For an Expedited
Review, Payer shall pay OptumHealth an additional fee of $200 for each physician reviewer.
Congenital Heart Disease. The fees are 15% of savings, calculated as the difference between billed
charges and amounts paid pursuant to the applicable provider agreement. The fees shall not exceed
$10,000 per case.
4. You will obtain OptumHealth's consent before using any marketing, member materials, or benefit
documents that refer to OptumHealth, its affiliates or OptumHealth's contracted providers.
5. You will maintain the confidentiality of all information about members in accordance with applicable law.
You will protect OptumHealth's confidential information, including the terms of OptumHealth's Web site
and any provider agreement. Such information may not be disclosed to any third party without
OptumHealth's prior written consent, except: a) to a party that acts as your paying agent and that has
agreed in writing to maintain the confidentiality of the information, or b) as disclosures may be required
by law or court order. You agree, in this instance, to notify OptumHealth in advance of any such
disclosure so that OptumHealth may intercede at its option. OptumHealth will treat any information
relating to a member that is disclosed to OptumHealth as confidential. These obligations shall survive
the termination, cancellation, or expiration of this Access Agreement,
6. You have sole responsibility for verifying member benefits or eligibility for transplant coverage, and for
any plan coverage dispute that may arise with employees and dependents.
7. You will use OptumHealth's agreement with a contracted OptumHealth provider, for the products
referenced in this Access Agreement even if you have another agreement for those same services with
that provider, except for agreement arranged by or directed by the payor's Stop Loss or Reinsurance
carrier.
8. You will not renew or directly enter into an agreement with a OptumHealth contracted provider for the
provision of services that are of the type included in OptumHealth's agreement with that provider while
this Access Agreement is in effect and for 2 years after it terminates.
9. For members who begin receiving services under the terms of this Access Agreement before the
provider's agreement with OptumHealth ends, Distributor's agreement with OptumHealth ends, or your
agreement with Distributor ends: a) the provider will continue to provide services to the member in
accordance with the terms of provider's agreement with OptumHealth, b) you will continue to pay for
services in accordance with the terms of this Access Agreement and the terms of provider's agreement
with OptumHealth, and c) you shall pay OptumHealth its administrative fees as set forth in this Access
Agreement,
10. Disputes between you and OptumHealth will be resolved in accordance with the dispute resolution
process described in the agreement between the Distributor and OptumHealth. Any dispute with a
OptumHealth contracted provider that relates to the terms of the OptumHealth agreement with that
provider will be resolved in accordance with the dispute resolution process described in that agreement.
11, You acknowledge that OptumHealth will not be deemed or understood to be an ERISA plan
administrator or fiduciary, and that OptumHealth has no responsibility of any kind for: a) medical
outcomes or the quality or competence of any physician, facility, or provider rendering service; b)
payment of any medical, hospital, or other bills resulting from any medical or surgical treatment or
confinement; and c) interpretation of any benefit plan contract concerning coverage or denial of
benefits.
12. The signed agreement is effective on the day it is received by OptumHealth. Upon receipt of this
Access Agreement by OptumHealth, OptumHealth reserves the right to deny you access. This Access
Agreement terminates when your agreement with Distributor terminates or upon 30 days written notice
by you or by OptumHealth.
13. To the extent that, in performing the Services, OptumHealth is deemed a Business Associate (as
defined under HIPAA) of Payor, OptumHealth shall perform the functions of a Business Associate in
accordance with Exhibit 2 - Business Associate Addendum.
Acknowledged and agreed: �
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Signature:
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To activate this arrangement, please sign and make a copy for your records. Return the original
signed agreement to your UMR Strategic Account Executive.
EXHIBIT2
BUSINESS ASSOCIATE ADDENDUM
This Business Associate Addendum ("Addendum") is
incorporated into and made part of the Access Agreement by
and between OptumHealth Care Solutions, Inc. on behalf of
itself and its Affiliates ("Business Associate") and Pavor
("Covered Entity") (each a "Party" and collectively the
"Parties").
The Parties hereby agree as follows:
U7d3I:IDCi7;(;9
1.1 Unless otherwise specified in this Addendum, all
capitalized terms used in this Addendum not otherwise
defined in this Addendum or otherwise in the Access
Agreement have the meanings established for purposes of
the Health Insurance Portability and Accountability Act of
1996 and its implementing regulations (collectively, "HIPAA")
and ARRA, as each is amended from time to time. Capitalized
terms used in this Addendum that are not otherwise defined in
this Addendum and that are defined in the Access Agreement
shall have the respective meanings assigned to them in the
Access Agreement. To the extent a term is defined in both the
Access Agreement and in this Addendum, HIPAA or ARRA,
the definition in this Addendum, HIPAA or ARRA shall govern.
1.2 "Affiliate", for purposes of this Addendum, shall
mean any entity that is a subsidiary of United Health Group.
1.3 "ARRA" shall mean Subtitle D of the Health
Information Technology for Economic and Clinical Health Act
provisions of the American Recovery and Reinvestment Act of
2009, 42 U.S.C. §§17921-17954, and any and all references
in this Addendum to sections of ARRA shall be deemed to
include all associated existing and future implementing
regulations, when and as each is effective.
1.4 "Breach" shall mean the acquisition, access, use or
disclosure of PHI in a manner not permitted by the Privacy
Rule that compromises the security or privacy of the PHI as
defined, and subject to the exceptions set forth, in 45 C.F.R.
164A02.
1.5 "Compliance Date" shall mean, in each case, the
date by which compliance is required under the referenced
provision of ARRA and/or its implementing regulations, as
applicable; provided that, in any case for which that date
occurs prior to the effective date of this Addendum, the
Compliance Date shall mean that effective date of this
Addendum.
1.6 "Electronic Protected Health Information' ('ePHi")
shall mean PHI as defined in Section 1.7 that is transmitted or
maintained In electronic media.
1.7 "PHI" shall mean Protected Health Information, as
defined in 45 C.F.R. § 160.103, and is limited to the Protected
Health Information received from, or received or created on
behalf of, Covered Entity by Business Associate pursuant to
performance of the Services.
1.8 'Privacy Rule" shall mean the federal privacy
regulations issued pursuant to the Health Insurance Portability
and Accountability Act of 1996, as amended from time to time,
codified at 45 C.F.R. Parts 160 and 164 (Subparts A & E).
1.9 "Security Rule- shall mean the federal security
regulations issued pursuant to the Health Insurance Portability
and Accountability Act of 1996, as amended from time
to time, codified at 45 C.F.R. Parts 160 and 164 (Subparts A
& C).
1.10 "Services" shall mean, to the extent and only to the
extent they involve the creation, use or disclosure of PHI, the
services provided by Business Associate to Covered Entity
under the Access Agreement, including those set forth in this
Addendum in Sections 4.3 through 4.7, as amended by
written Access Agreement of the Parties from time to time.
2. RESPONSIBILITIES OF BUSINESS ASSOCIATE
With regard to its use and/or disclosure of PHI, business
Associate agrees to:
2.1 use and/or disclose PHI only as necessary to
provide the Services, as permitted or required by this
Addendum, and in compliance with each applicable
requirement of 45 C.F.R. § 164.504(e) or as otherwise
Required by Law.
2.2 implement and use appropriate administrative,
physical and technical safeguards to (i) prevent use or
disclosure of PHI other than as permitted or required by this
Addendum; (ii) reasonably and appropriately protect the
confidentiality, integrity, and availability of the ePHi that
Business Associate creates, receives, maintains, or transmits
on behalf of the Covered Entity; and (iii) as of the Compliance
Date of 42 U.S.C. § 17931, comply with the Security Rule
requirements set forth in 45 C.F.R. §§ 164.308, 164.310,
164.312, and 164.316.
2.3 without unreasonable delay, report to Covered
Entity (i) any use or disclosure of PHI not provided for by this
Addendum of which it becomes aware in accordance with 45
C.F.R. § 164.504(e)(2)(5)(C); and/or (ii) any Security Incident
of which Business Associate becomes aware in accordance
with 45 C.F.R. § 164.314(aX2)(C).
2.4 with respect to any use or disclosure of Unsecured
PHI not permitted by the Privacy Rule that is caused solely by
Business Associate's failure to comply with one or more of its
obligations under this Addendum, Covered Entity hereby
delegates to Business Associate the responsibility for
determining when any such incident is a Breach and for
providing all legally required notifications to Individuals, HHS
and/or the media, on behalf of Covered Entity. Business
Associate shall provide these notifications in accordance with
the data breach notification requirements set forth in 42
U.S.C. §V932 and 45 C.F.R. Parts 160 & 164 subparts A, 0
& E as of their respective Compliance Dates, and shall pay for
the reasonable and actual costs associated with such
notifications. In the event of a Breach, without unreasonable
delay, and in any event no later than sixty (60) calendar days
after Discovery, Business Associate shall provide Covered
Entity with written notification that includes a description of the
Breach, a list of Individuals (unless Covered Entity is a plan
sponsor ineligible to receive PHI) and a copy of the template
notifloation letter to be sent to Individuals.
2.5 require all of its subcontractors and agents that
create, receive, maintain, or transmit PHI to agree, in writing,
to the same restrictions and conditions on the use and/or
disclosure of PHI [hat apply to Business Associate; inducing
but not limited to the extent that Business Aasodate provides
ePHi to a subcontractor or agent, it shall require the
subcontractor or agent to implement reasonable and
appropriate safeguards to protect the ePHI consistent with the
requirements of this Addendum.
2.6 make available its Internal practices, books, and
records relating to the use and disclosure of PHI to the
Secretary for purposes of determining Covered Entity's
compliance with the Privacy Rule.
2.7 ' document, and within thirty (30) days after receiving
a written request from Covered Entity, make available to
Covered Entity. information necessary for Covered Entity to
make an accounting of disclosures of PHI about an Individual,
in accordance with 45 C.F.R. § 164.528.
2.8 notwithstanding Section 2.7, in the event that
Business Associate in connection with the Services uses or
maintains an Electronic Health Record of PHI of or about an
Individual, then Business Associate shall when and as
directed by Covered Entity, make an accounting of
disclosures of PHI directly to an Individual within thirty (30)
days, in accordance with the requirements for accounting for
disclosures made through an Electronic Health Record in 42
U.S.C. 17935(c), as of its Compliance Date.
2.9 provide access, within thirty (30) days after
receiving a written request from Covered Entity to PHI in a
Designated Record Set about an Individual, to Covered Entity,
sufficient to allow Covered Entity to comply with the
requirements of 45 C.F.R. § 164.524.
2.10 notwithstanding Section 2.9, in the event that
Business Associate in connection with the Services uses or
maintains an Electronic Health Record of PHI of or about an
Individual, then Business Associate shall provide an electronic
copy of the PHI within thirty (30) days, to Covered Entity,
sufficient to allow Covered Entity to comply with 42 U.S.C. §
17935(e) as of its Compliance Date.
2.11 to the extent thahthe PHI in Business Associate's
possession constitutes a Designated Record Set, make
available, within thirty (30) days after a written request by
Covered Entity, PHI for amendment and incorporate any
amendments to the PHI as directed by Covered Entity, all in
accordance with 45 C.F.R. § 164.526.
2.12 request, use and/or disclose only the minimum
amount of PHI necessary to accomplish the purpose of the
request, use or disclosure; provided, that Business Associate
shall comply with 42 U.S.C. § 17935(b) as of its Compliance
Date.
2A3 not directly or indirectly receive remuneration in
exchange for any PHI as prohibited by 42 U.S.C. § 17935(d)
as of its Compliance Dale.
2.14 not make or cause to be made any communication
about a product or service that is prohibited by 42 U.S.C. §
17936(a) as of its Compliance Date.
2.15 not make or cause to be made any written
fundraising communication that is prohibited by 42 U.S.C. §
17936(b) as of its Compliance Date,
RESPONSIBILITIES OF COVERED ENTITY
In addition to any other obligations set forth In the Access
Agreement, Including in this Addendum, Covered Entity:
3.1 shall Identify which of the records it fumishes to
Business Associate it considers to be PHI for purposes of this
Addendum.
3.2 shall provide to Business Associate only the
minimum PHI necessary to accomplish the Services.
3.3 in the event that the Covered Entity honors a
request to restrict the use or disclosure of PHI pursuant to 45
C.F.R. § 164.522(a) or makes revisions to its notice of privacy
practices of Covered Entity in accordance with 45 C.F.R. §
164.520 that increase the limitations on uses or disclosures of
PHI or agrees to a request by an Individual for confidential
communications under 45 C.F.R. § 164.522(b), Covered
Entity agrees not to provide Business Associate any PHI that
is subject to any of those restrictions or limitations to the
extent any may limit Business Associate's ability to use and/or
disclose PHI as permitted or required under this Addendum
unless Covered Entity notifies Business Associate of the
restriction or limitation and Business Associate agrees to
honor the restriction or limitation. In addition, should such
limitations or revisions materially increase Business
Associate's cost of providing services under the Access
Agreement, including this Addendum, Covered Entity shall
reimburse Business Associate for such increase in cost.
3.4 shall be responsible for using administrative,
physical and technical safeguards at all times to maintain and
ensure the confidentiality, privacy and security of PHI
transmitted to Business Associate. pursuant to the Access
Agreement, including this Addendum, in accordance with the
standards and requirements of HIPAA, until such PHI is
received by Business Associate.
3.5 shall obtain any consent or authorization that may
be required by applicable federal or state laws and regulations
prior to furnishing Business Associate the PHI.
4. PERMITTED USES AND DISCLOSURES OF PHI
Unless otherwise limited in this Addendum, in addition to any
other uses and/or disclosures permitted or required by this
Addendum, Business Associate may:
4.1 make any and all uses and disclosures of PHI
necessary to provide the Services to Covered Entity.
4.2 use and disclose to subcontractors and agents the
PHI in its possession for its proper management and
administration or to carry out the legal responsibilities of
Business Associate, provided that any third party to which
Business Associates discloses PHI for those purposes
provides written assurances in advance that: (1) the
information will be held confidentially and used or further
disclosed only as Required by Law; (li) the information will be
used only for the purpose for which it was disclosed to the
third party; and (iii) the third party promptly will notify Business
Associate of any instances of which it becomes aware in
which the confidentiality of the information has been
breached;
4.3 De -identify any and all PHI received or created by
Business Associate under this Addendum, which De -Identified
information shall not be subject to this Addendum and may be
used and disclosed on Business Associate's own behalf, all in
accordance with the De -identification requirements of the
Privacy Rule;
4.4 provide Data Aggregation services relating to the
Health Care Operations of the Covered Entity in accordance
with the Privacy Rule.
4.5 identify Research projects conducted by Business
Associate, its Affiliates or third parties for which PHI may be
relevant; obtain on behalf of Covered Entity documentation of
individual authorizations or an Institutional Review Board or
privacy board
waiver that meets the requirements of 45 C.F.R. 164.512(i)(1)
(each an "Authorization" (each an "Authorization' or "Waiver")
related to such projects; provide Covered Entity with copies of
such Authorizations or Waivers, subject to confidentiality
obligations ("Required Documentation"); and disclose PHI for
such Research provided that Business Associate does not
receive Covered Entity's disapproval in wiling within ten (10)
days of Covered Entity's receipt of Required Documentation.
4.6 make PHI available for reviews preparatory to
Research and obtain and maintain written representations in
accord with 45 C.F.R. 164.512(i)(1)(li) that the requested PHI
is sought solely as necessary to prepare a Research protocol
or for similar purposes preparatory to Research; that the PHI
is necessary for the Research, and that no PHI will be
removed in the course of the review.
4.7 use the PHI to create a Limited Data Set ("LDS") in
compliance with 45 C.F.R. 164.514(e).
4.8 use and disclose the LDS referenced in Section 4.7
solely for Research or Public Health purposes; provided that,
Business Associate shall (1) not use or further disclose the
information other than as permitted by this Section 4.8 or as
otherwise Required by Law; (2) use appropriate safeguards to
prevent use or disclosure of the information other than as
provided for by this Section 4.8; (3) report to Covered Entity
any use or disclosure of the information not provided for by
this Section 4.8 of which Business Associate becomes aware;
(4) ensure that any agents, including a subcontractor, to
whom Business Associate provides the LDS agrees to the
same restrictions and conditions that apply to Business
Associate with respect to such information; and (5) not identify
the information or contact the Individuals.
TERMINATION AND COOPERATION
5.1 Termination. If either Party knows of a pattern of
activity or practice of the other Party that constitutes a
material breach or violation of this Addendum then the non -
breaching Party shall provide written notice of the breach or
violation to the other Party that specifies the nature of the
breach or violation. The breaching Party must cure the breach
or end the violation on or before thirty (30) days after receipt
of the written notice. In the absence of a cure reasonably
satisfactory to the non -breaching Party within the specified
limeframe; or in the event the breach is reasonably incapable
of cure, then the non -breaching Party may do the following:
(i) if feasible, terminate the Access Agreement,
including this Addendum; or
(it) if termination of the Access Agreement is
infeasible, report the issue to HHS.
5.2 Effect of Termination or Expiration. Within sixty (60)
days after the expiration or termination for any reason of the
Access Agreement and/or this Addendum, Business
Associate shall return or destroy all PHI, if feasible to do so,
including all PHI in possession of Business Associate's
agents or subcontractors. In the event that Business
Associate determines that return or destruction of the PHI is
not feasible, Business Associate shall notify Covered Entity in
writing and may retain the PHI subject to this Section 5.2.
Under any circumstances, Business Associate shall extend
any and all protections, limitations and restrictions contained
in this Addendum to Business Associate's use and/or
disclosure of any PHI retained after the expiration or
termination of the Access Agreement and/or this Addendum,
and shall limit any
further uses and/or disclosures solely to the purposes that
make return or destruction of the PHI infeasible.
5.3 Cooperation. Each Party shall cooperate in good
faith in all respects with the other Party in connection with any
request by a federal or state governmental authority for
additional information and documents or any governmental
investigation, complaint, action or other inquiry.
6. MISCELLANEOUS
6.1 Contradictory Terms; Construction of Terms. Any
other provision of the Access Agreement that is directly
contradictory to one or more terms of this Addendum
("Contradictory Term") shall be superseded by the terms of
this Addendum to the extent and only to the extent of the
contradiction, only for the purpose of Covered Entity's and
Business Associate's compliance with HIPAA and ARRA, and
only to the extent reasonably impossible to comply with both
the Contradictory Term and the terms of this Addendum. The
terms of this Addendum to the extent they are unclear shall be
construed to allow for compliance by Covered Entity and
Business Associate with HI PAA and ARRA.
6.2 Survival. Sections 4.8. 5.2, 5.3, 6.1, and
6.2 shall survive the expiration or termination for any reason
of the Access Agreement and/or of this Addendum.