HomeMy WebLinkAbout2010-156 Health - AccessCare effectivePlease return this Copy to the _
Clerk to the Board's office for PAF
Informatics Center Svstem Access Agreement
This Informatics Center System Access Agreement ("Agreement") is made effective this 17 day of December , 2010 (the
"Effective Date"), by and between AccessCare, a network organized under the laws of the State of NC and having its principal place
of business at 3000 Aerial Center Parkway. STE 101, Morrisville. NC 27560 ("Network"); and Oran~e~oun Health
Department ChapelHill, a provider organized under the laws of the State of NC and having its principal place of business at 25~
Homestead Road. Chanel Hill, NC 27516 ("Provider") (each, a "Party" and together, "Parties").
WHEREAS, Pursuant to its authority under N.C.S.L. 1991-900, N.C.S.L. 1997-443, and Section 1915(b) of the Social
Security Act, the North Carolina Department of Health and Human Services, Division of Medical Assistance ("Medicaid") has
implemented managed care and primary care case management programs for North Carolina Medicaid beneficiaries, and has been
directed by the North Carolina General Assembly, pursuant to N.C.S.L. 2002-126, to monitor and assess the cost-effectiveness of such
programs; and
WHEREAS, Medicaid has contracted with North Carolina Community Care Networks, Ina ("NCCCN") to establish and
maintain an electronic patient data exchange system known as the "Informatics Center" (as further described below), which will be
used, among other purposes, to permit electronic access to health information about Beneficiaries (as defined below) in connection
with the Medicaid health care quality initiative programs described herein; and
WHEREAS, Network participates in one or more of such programs, and as part of its participation, performs certain
administrative functions on behalf of Medicaid, and exchanges electronic information through the Informatics Center in compliance
with applicable State and federal law, including without limitation, the federal Health Insurance Portability and Accountability Act of
1996 and its implementing regulations an privacy and security found at 45 C.F.R. Parts 160 and 164, ("HIPAA") and the HITECH
Act, as applicable to Network and as the same may be amended from time to time; and
WHEREAS, Provider wishes to access the Informatics Center for purposes of providing patient care, or conducting quality
assessment and improvement activities, including case management or care coordination, in connection with one or more health care
quality initiative programs sponsored by the Community Care of North Carolina program or the North Carolina Department of Health
and Human Services; and
WHEREAS, Provider has an authorized relationship with the Medicaid Program to promote the health care of its
Beneficiaries and to facilitate providing such services when Medicaid desires that there be an exchange of electronic information
through the Informatics Center in compliance with the terms and conditions of this Agreement and with applicable State and federal
law, including without limitation, HIPAA and the HITECH Act, as applicable to Provider and as the same may be amended from time
to time.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements set forth below,
and other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, and wishing to be
legally bound hereby, the Parties hereto agree as follows:
I. Definitions.
a. "Authorized User" means Provider's employees, agents, assigns, representatives, independent contractors, or other
persons or entities authorized by Provider to access, use or disclose information from the Informatics Center subject to the terms of
this Agreement.
b. "Beneficiary" means any individual for whom Medicaid has been otlicially or statutorily mandated to conduct health
care quality initiative programs.
a "Confidentiality Agreement" means an agreement between Provider and one or more Authorized Users that includes
appropriate restrictions on information access and disclosure, including means for protecting personal privacy and Proprietary
Information (as defined below).
d. "Data" includes electronic information relating to health care services provided to $eneficiaries under Medicaid's
health care quality initiative programs, including without limitation PHI and PII. For avoidance of doubt, Data shall not include
information about a Beneficiary's eligibility to receive Medicaid coverage,
e. "HIPAA" has the meaning set forth in Section 2 below.
lE 1613920_1.Doc
f. "Informatics Center" means that software, portal, platform, or other electronic medium fizrnished by NCCCN on
behalf of entities that include but aze not limited to Medicaid as a means to permit electronic access to health information about
individuals that include but are not limited to, Beneficiaries in connection with the Medicaid health care quality initiative programs
described herein.
g. "PHI" means electronic "protected health information" (as that phrase is defined in 45 C.F.R. § 160.103 of the
HIPAA regulations, or any subsequent amendments thereto) about Beneficiaries.
h. "PIP' or "personally identifiable information" means electronic information that identifies or may be used to identify
an individual, including without limitation first name or first initial and last name in combination with address, driver's license
number, credit card number or Social Security number.
i. "Proprietary Information" means ail information marked as "proprietary," "confidential" or with other similar
designation and all information that by the nature or the circumstances surrounding its disclosure should reasonably be regarded as
confidential or proprietary, but excluding Data.
j. "Security Incident" means a successful unauthorized access, use, disclosure, modification, or destruction of Data, or
interference with the operations of Provider's System, of which Provider has knowledge or should, with the exercise of reasonable
diligence (i.e., no less than as required by applicable laws and regulations), have knowledge, excluding (i) pings on Provider's System
firewall; (ii) port scans; (iii) attempts to log on to Provider's System or enter a database with an invalid password or user name; (iv)
denial-of-service attacks that do not result in a server being taken offline; or (v) malwaze (e.g. worms or viruses), that do not result in
unauthorized access, use, disclosure, modification, or destruction of Data.
k. "State" means any state of the United States, the District of Columbia, the Commonwealth of Puerto Rico, and any
territory or possession subject to the legislative authority of the United States.
I. "System" means softwaze, portal, platform, or other electronic medium controlled or utilized by Provider, through
which or by which Provider exchanges information under this Agreement. For purposes of this definition, it shall not matter whether
Provider controls or utilizes the software, portal, platform or other medium through ownership, lease, license, or otherwise.
2. Scone of this Agreement. Network and NCCCN have previously executed a Network System Access Agreement obligating
the parties to protect the confidentiality and security of Data in accordance with applicable State and federal law, including without
limitation, the federal Health Insurance Portability and Accountability Act of 1996 and its implementing regulations on privacy and
security found at 45 C.F.R. Parts 160 and lb4 ("HIPAA")=and the Health Information Technology for Economic and Clinical Health
(HITECH) Act, Pub. L. No. 111-5, Title XIII (2009), Section 1902(a)(7) of the Social Security Act which provides for safeguards
which restrict the use or disclosure of information concerning Medicaid or CHIP beneficiaries to purposes directly connected to the
administration of the Medicaid or the CHIP programs, and regulations found at 42 C.F.R. § 431.302, which specify the purposes
directly connected to the administration of the Medicaid or the CHIP programs, and the mental health information confidentiality
provisions found in the North Carolina Mental Health, Developmental Disabilities, and Substance Abuse Act of 1985, as codified in
Article 3 of Chapter 122C of the North Carolina General Statutes, as applicable to the parties and as the same may be amended from
time to time, the terms of which agreement require that Provider agree to the terms and conditions hereunder prior to providing Data
to or accessing Data from the Informatics Center.
Use of and Access to Data.
a. Permitted Uses and Disclosures. Subject to the terms and conditions of this Agreement, Provider may use Data
obtained from the Informatics Center (by or on its behalf] solely for those purposes outlined in the Scope of Work incorporated into
the agreement between the Network and Medicaid to participate in a Community Care of North Carolina (CCNC) Program, a form of
which is attached hereto as Exhibit 1 ("SOW"), or as authorized in that certain authorization memorandum issued by Medicaid, a form
of which is attached hereto as Exhibit 2 ("Authorization Memorandum"), and disclose or permit access to such Data solely to
Authorized Users solely for the purposes outlined in the SOW or Authorization Memorandum, or as otherwise expressly authorized in
writing by Medicaid. Data disclosed by Provider into the Informatics Center (whether by or on behalf of Provider) may be used for
those purposes outlined in that certain Memorandum of Agreement executed between Medicaid and NCCCN as of December 23,
2008, as amended from time to time ("Memorandum of Agreement"), the Authorization Memorandum, or as otherwise expressly
authorized in writing by Medicaid.
b. Authorized Users. Provider shall identify, and provide upon reasonable request the names of, those persons (or
entities, if names of individual persons are not reasonably practicable to provide at the time of such request) that are its Authorized
Users for purposes of this Agreement. Provider shall use reasonable care in selecting such individuals and shall place appropriate
privacy and security resMctions on its Authorized Users. Provider shall apply appropriate sanctions against Authorized Users that fail
to comply with the requirements of this Agreement, and immediately terminate an Authorized User's access to Data when they no
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longer qualify as an Authorized User. Provider will be responsible for initiating, updating, monitoring, controlling and removing or
suspending access of its Authorized Users in accordance with the law and any requirements contained in this Agreement, including
but not limited to Section 5. Before allowing access to the Informatics Center, or use or disclosure of Data to an Authorized User,
Provider shall require such Authorized User to agree to a Confidentiality Agreement containing terms for the protection and use of
Data and Proprietary Information substantially similar to those contained herein. Provider shall log in an audit trail or otherwise
document Authorized User's consent to the Confidentiality Agreement. Provider shall report to Network any breach of this Network
User System Access Agreement of which it becomes aware.
c. Access to Data. Subject to the terms and conditions of this Agreement, Provider agrees to provide Data to Network
or the Informatics Center, as applicable, dating as far back as the information is generally accessible in electronic format and
maintained on Provider's System, as reasonably required, if at all, by NCCCN during the term of this Agreement. Subject to the terms
and conditions of this Agreement, Data will be available for access by Provider solely in connection with uses authorized by Medicaid
in writing. Provider acknowledges that Data is drawn from numerous sources. Certain categories of information, including but not
limited to HIV status, mental health records, substance abuse records and genetic information, may be more sensitive and accorded
extra protections under State and federal law. For this or other reasons, certain types of Data may not be accessed, used or disclosed
hereunder. In addition, Provider agrees to: (i) maintain Data on its System for a time period as established by Provider's internal
policies and procedures, but in no event less than that required by applicable law; (ii) provide Data in a timely manner for purposes of
this Agreement; and (iii) notify any recipient hereunder in advance of any planned changes to its System that may impact the
availability or accuracy of Data. If Provider becomes aware of any material inaccuracies in its own Data or System, it agrees to
communicate such inaccuracy to Network as soon as reasonably possible. If Provider is unable reasonably to provide Data due to
material inaccuracies, it shall provide a written statement indicating such limitations. In the event Provider or Provider's Authorized
Users agree to place additional restrictions on Data, Provider shall be solely liable for maintaining such restrictions. Provider agrees
and acknowledges that Provider or NCCCN, as applicable, may assume that, and treat such Data as if there are no additional
restrictions placed on such Data except as otherwise stated in this Agreement or required by relevant law.
d. Ownership. Disclosure of Data under this Agreement does not change the ownership of Data under applicable
State and federal laws. If Data has been used or disclosed for treatment, payment, or health care operations, it may thereafter be
integrated into the records of the recipient. This Agreement does not grant either Party any rights in the Informatics Center, Provider's
System, or any of the technology used to create, operate, enhance or maintain the System of the other Party.
4. Provider Requirements. Provider, whether providing, receiving or using information hereunder, shall:
a. establish and implement appropriate policies and procedures to prevent unauthorized access, use and disclosure of
Data and ensure that such policies and procedures do not conflict with and are not less restrictive than this Agreement, and provide
copies of such policies and procedures to Network upon reasonable request;
b. regularly monitor and audit access to Data, and take reasonable steps to pursue, address and mitigate any breach or
other privacy or security issues detected by such monitoring and auditing;
c. notify Network, as soon as reasonably possible, of any Security Incident and take all reasonable steps to mitigate
harm arising from such incident;
d. make its internal practices, books and records relating to uses and disclosures of Data available to the Secretary of
the U.5. Department of Health and Human Services or his/her designee, if necessary to comply with HIPAA or other applicable State
and federal law;
e. provide all Authorized Users with appropriate education and training on the requirements of this Agreement; and
f. provide Network with notice of requests for Data by legal action or requests for public records.
5. Provider-Privacy and Security Safeguards.
a. Provider will use appropriate administrative, technical and physical safeguards to protect the confidentiality,
integrity, and availability of information and to prevent the use or disclosure of Data other than as permitted or required by applicable
federal or State law and this Agreement. To that end, the Provider shall: (i) provide appropriate identification and authentication of
Authorized Users; (ii) provide appropriate access authorization; (iii) guard against unauthorized access to Data; and (iv) provide
appropriate security audit controls and documentation.
b. Provider shall apply appropriate sanctions against any person, subject to the Provider's privacy and security policies
and procedures, who fails to comply with such policies and procedures. The type and severity of sanctions applied shall be in
accordance with Provider's privacy and secwity policies and procedwe. Provider shall make employees, agents, and contractors
aware that certain violations may result in notification by Provider to law enforcement officials as well as regulatory, accreditation and
licenswe organizations.
c. Provider may, at its discretion, deny access to any person it has reason to believe accessed, used, or disclosed Data
other than as permitted under this Agreement.
d. Provider agrees and acknowledges that a minimum standard of privacy and security is required to protect PHI
regardless of legal obligations of Provider. As such, regardless of whether or not Provider is a "covered entity" or "business
associate" as defined under HIPAA, it shall comply with the requirements of HIPAA as though each were a covered entity under
HIPAA except to the extent that Provider is a business associate and complies with the requirements of a valid business associate
agreement.
6. Term and Termination.
a. Term. The term of this Agreement shall commence as of the Effective Date and shall continue in full force and
effect for as long as Provider elects. Either Party may terminate this Agreement without cause by providing thirty (30) days' prior
written notice to the other Party.
b. Immediate Termination. Either Party shall have the right to immediately terminate this Agreement to comply with
any legal order, ruling, opinion, procedure, policy, or other guidance issued, or proposed to be issued, by any federal or State agency,
or to comply with any provision of law, regulation or any requirement of accreditation, tax-exemption, federally-funded health care
program participation or licensure which (i) invalidates or is inconsistent with the provisions of this Agreement; (ii) would cause
Provider to be in violation of the law; or (iii) jeopardizes the good standing status of licensure, accreditation or participation in any
federally or State funded health care program, including without limitation Medicare and Medicaid programs.
c. Termination with Cause. Notwithstanding any other provision of this Agreement, either Party may terminate its
participation in this Agreement if the other Party has materially violated its responsibilities under this Agreement and has failed to
provide satisfactory assurances within ten (10) days of notice of such material violation that reasonable steps are being taken to effect
a cure, and in any event: (i) such cwe will be completed no later than thirty (30) days from notice of such material violation; and (ii)
the breaching Party has taken reasonable steps to prevent the recurrence of such material violation.
d. Termination of Access to Data. Notwithstanding subsection c. above and to the extent permitted by law, Network
or NCCCN, as applicable, reserves the right to terminate immediately Provider's access to Data at any time if Network has a good
faith, reasonable basis reason to believe that Provider has suffered a Security Incident of the security of its System, has violated any
material obligations under this Agreement, including without limitation accessing any information that Provider would not otherwise
be authorized to receive pwsuant to this Agreement, improperly disclosing Data or failing to abide by appropriate policies and
procedwes.
e. Remedies for Breach. Each Party agrees that money damages may not be a sufficient remedy for any breach of this
Agreement and that, in addition to alt other available legal or equitable remedies, the non-breaching Party will be entitled to equitable
relief, including injunction and specific performance, for any breach of the provisions of this Agreement, without proof of actual
damages.
f. Effect of Termination. Upon termination of this Agreement, Data stored and provided to the Informatics Center by
Provider shall no longer be accessible through Provider's System. However, Data that has been disclosed hereunder may thereafter be
integrated into the records of the recipient. Following termination of this Agreement, Data shall continue to be subject to the
provisions of this Agreement, including, without limitation, provisions regarding privacy and security. Provider shall cooperate with
Network in making reasonable and medically appropriate arrangements for the continued care of Beneficiaries as soon as reasonably
practicable upon termination of this Agreement.
7. Warranties and Limitation of Liabiliri.
a. EXCEPT AS OTHERWISE SET FORTH HEREIN, THE PARTIES HEREBY DISCLAIM ALL IMPLIED AND
EXPRESS WARRANTIES, CONDITIONS AND OTHER TERMS, WHETHER STATUTORY OR COMMON LAW, ARISING
FROM COURSE OF DEALING, OR OTHERWISE. NO PARTY WARRANTS THAT THE PERFORMANCE OR DELIVERY OF
THE DATA WILL BE UNINTERRUPTED OR ERROR FREE. NO PARTY SHALL BE LIABLE TO ANOTHER PARTY FOR
ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR SPECIAL DAMAGES SUFFERED BY A PARTY OR
ANY OTHER THIRD PARTY. NO PARTY SHALL BE LIABLE FOR ANY DAMAGES ARISING OUT OF OR RELATED TO
THE ACTS OR OMISSIONS OF ANOTHER PARTY OR THAT PARTY'S AUTHORIZED USERS IN ACQUIRING,
ACCESSING, DISCLOSING OR USING DATA. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR DIRECT
DAMAGES.
b. Without limiting any other provision of this Agreement, each Party and such Party's Authorized Users shall be
solely responsible for all decisions and actions taken or not taken involving patient care, utilization management, and quality
management for their respective patients and clients resulting from or in any way related to the use of Data. No Party or Authorized
User shall have any recourse against, and each shall waive any claims against, the other Parties for any loss, damage, claim or cost
relating to or resulting from its own use or misuse of Data.
8. Proprietary Information. Each party ("Receiving Party") will hold in confidence all Proprietary Information obtained from
the other party ("Disclosing Party") in connection with this Agreement and use it only for purposes of this Agreement, provided that
these restrictions will not apply to any information that (i) was already known to the Receiving Party without obligation of
confidentiality; (ii) is or becomes properly available to the Receiving Party (under conditions which do not restrict further disclosure)
from a third party source who did not obtain such information directly or indirectly from the Disclosing Party; or (iii) is or becomes
part of the public domain through no fault of the Receiving Party. The Receiving Party will return all such Proprietary Information
(including all copies thereof) to the Disclosing Party promptly upon request, provided that the Receiving Party may retain in its
confidential files one copy of any written materials for purposes of verifying compliance with this Agreement.
9. Agreement's Compliance with Laws and Regulations. The Parties intend and in good faith believe that this Agreement
complies with all federal, State and local Laws. The Parties agree and acknowledge that they shall at all times perform all obligations
hereunder in compliance with applicable law. If any provision of this Agreement is declared void by a court or rendered invalid by
any law or regulation, and if such provision is necessary to effectuate the purposes of this Agreement, this Agreement shall
automatically terminate.
10. Insurance. Provider agrees to obtain and maintain in force and effect reasonable policies of liability insurance or self-
insurance to insure itself and its employees, agents, and contractors for general liability. Upon reasonable request, Network shall
provide to NCCCN relevant information regarding its policies of insurance including, without limitation, coverage limits.
11. Notices. Any notice or other communication required under this Agreement shall be in writing and sent to the respective
addresses of the Parties set forth in the signature lines below, or to such other address as the Parties shall designate in writing from
time to time. Notices or communications to or between the Parties shall be deemed to have been delivered: (a) ten (10) business days
after deposit in the mail when mailed by first class mail, provided that notice of default or termination shall be sent by registered or
certified mail; {b) within five (5) days if sent by established courier service; or (c} when received, if personally delivered.
12. Relationship of Parties. Nothing in this Agreement shall constitute a partnership, joint venture, agency or any other
relationship between the Parties other than that of independent contractors.
13. Third-Party Beneficiaries. This Agreement does not and will not create in any natural person, corporation, partnership or
other organization other than the Parties any benefits or rights, and this Agreement will be effective only as to the Parties and their
successors and permitted assigns.
14. Force Maieure. Notwithstanding any provision hereof to the contrary, in the event of a disruption, delay or inability to
complete the requirements of this Agreement due to natural disasters, acts of terror or other similar events out of the control of a Party,
the Party shall not be considered in breach of this Agreement.
15. Authority to Sign. The Parties warrant that they have the capacity to enter into and perform the obligations under this
Agreement and all activities contemplated herein. Each Party represents and warrants that all corporate and other actions required to
authorize it to enter into and perform this Agreement were properly taken.
i6. Survival. The respective rights and obligations of the Parties under Sections 1, 3.a., 3.c., 3.e, 4, 5, 6.f., 7, $, 10, and 17 of
this Agreement shall survive any termination or expiration of this Agreement.
17. General.
a. In the event of a dispute between the Parties arising out of this Agreement: (a) a Party receiving Data will be held
liable to abide by its own State and federal law; (b) a Party providing Data will be held liable to abide by its own State and federal
law; and (c) if the dispute cannot be resolved, the Parties agree to look to federal common law, including the growing body of law
regarding health information exchange. A reference in this Agreement to a section in a federal, State, or local statute, law, or
regulation means the section as in effect or as amended. This Agreement may not be modified, altered, or amended except by written
instrument duly executed by, if for Network: [ AccessCare l; if for Provider: [ Orange County_Health Department ChapelHill j.
Neither this Agreement nor any part thereof may be assigned or transferred without the prior written consent of the other Party, and
any such assignment without such consent shall be void and have no binding effect. This Agreement shall be binding on the Parties,
their successors and permitted assigns. No failure or delay by either Party in exercising its rights under this Agreement shall operate
as a waiver of such rights or estop enforcement thereof, and no waiver of any breach shall constitute a waiver of any prior, concurrent,
or subsequent breach or estop enforcement thereof.
b. Subject to Section 2 above and any HIPAA business associate agreement ("BAA") executed between the Parties,
this Agreement sets forth the entire Agreement between the Parties relative to the subject matter hereof. Any representations, promise,
or condition, whether oral or written, not incorporated herein shall not be binding upon either Party. In the event of an inconsistency
between the provisions of this Agreement and mandatory provisions of applicable State or federal law and regulations, including
without limitation, HIPAA, such applicable laws and regulations shall control. Where provisions of this Agreement are different than
those of the BAA, but are nonetheless permitted under HIPAA, the provisions of this Agreement shall control. Ali exhibits attached to
this Agreement are incorporated by reference and made a part of this Agreement as if those exhibits were set forth in the text of this
Agreement. If any portion of this Agreement shall for any reason be invalid or unenforceable, such portion shall be ineffective only to
the extent of such invalidity or unenforceability, and the remaining portions shall remain valid and enforceable and in full .force and
effect. This Agreement may be executed in any number of counterparts, each of which will be deemed an original as against the Party
whose signature appears thereon, but alI of which taken together will constitute one and the same instrument.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be signed by their duly authorized representatives as
of the Effective Date.
AccessCare
x:
B :: Joh~ol
y
Its: Vice President, Business
Address: 3000 Aerial Center Parkway. STE 101,
Morrisville, NC 27560
Orange County Health Department_ChapelHiU
x: i~~I'IC.t'iGQ/
By: RQsem Suy mth~r~''
Its: Health Director V
Address: 2501 Homestead Road. Chacel Hill, NC
275 6
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Exhibit 1
SCOPE OF WORK
Section I -General Statement of Purpose and Intent
The Community Care of North Carolina (CCNC) Program is designed to establish, support and maintain
provider-network case management service agreements with local providers to develop organized health care
delivery systems for enrolled populations that coordinate the full continuum of care with processes to
favorably influence cost and quality of care. CCNC provides for the purchase of certain clinical, disease,
and case management services for select recipients and is not a grant.
The Program provides for the establishment of disease and care management support systems that implement
quality improvement initiatives and test new approaches to population management. The Program offers a
fee-for-service model with an enhanced case management fee. CCNC Networks coordinate the full
continuum of care in concert with the primary care providers (medical homes) while achieving budget and
performance goals and benchmarks. To qualify for payment under this contract, Networks must demonstrate
the capacity to manage select populations by meeting the following project objectives:
• Develop a care management plan to meet budget, utilization and performance targets;
• Develop systems to manage enrollee care;
• Promote disease management strategies, such as: referral processes; after hours protocols. and
targeted management to focus on those in greatest need;
• Implement quality improvement (QI) initiatives and participate in program-wide QI activities, such as
asthma, diabetes, heart failure, hypertension, post myocardial infarction, emergency room utilization,
and pharmacy;
• Focus on high cost and high risk enrollees;
• Develop strategies and quality improvement initiatives to include individuals simultaneously enrolled
in both Medicare and Medicaid (the dually-eligible population);
• Provide primary care, referral and authorization of services through a Network of providers;
• Develop relationships and partnerships with community agencies to leverage community resources;
• Participate in pharmacy initiatives to contain costs and improve quality;
• Assure appropriate expenditure of the enhanced care management fees; and
• Participate in new initiatives as they are identitied by the clinical directors or as mandated by the
North Carolina General Assembly.
Section 2 --General Statement of the Law
Community Care of North Carolina is implemented by the Division of Medical Assistance and the
Office of Rural Health and Community Care under Title XIX of the Social Security Act. This
Contract shall be supplementary to the usual terms and conditions of participation in the Medicaid
program. The Contractor agrees to abide by all applicable State and federal Medicaid laws,
regulations, rules, policies, and procedures.
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Section 3 -Definitions
The following terms have the meaning stated for the purposes of this contract:
3.1 Clinical Directors -The CCNC leadership body in which each Network is represented by its Clinical
Director. This body establishes the CCNC clinical policy and provides oversight for CCNC decisions
and activities.
3.2 Clinical Pharmacist - Care delivery role working either directly with patients or in concert with a
multi-disciplinary care team.
3.3 Commtt~tity Care of North Carolina (CCNC A program established within the Department of Health
and Human Services Office of Rural Health and Community Care with the goal of improving health care
access, quality, and cost-effectiveness. CCNC has administrative oversight responsibility for the
operational aspects of this contract in collaboration with the Division of Medical Assistance (DMA).
3.4 Community Care Network (Network] -Anon-profit community organization where private and public
providers collaborate to serve a target population in a defined service area.
3.5 Covered Services -Services covered by Medicaid for Eligible Recipients or the Health Choice
population which the Contractor agrees to coordinate pursuant to the terms of this contract and payment.
3.6 Eligible Recipients -Persons eligible in the following Medicaid categories:
• Work First for Family Assistance (fornieriy AFDC)
• Family and Children's Medicaid (MAF)
• Infant and Children (MIC)
^ Medicaid for the Bind and Disabled (MAB, MAD. MSB)
• Residents of Adult Care Homes (SAD)
Enrollment of Eligible recipients in the following categories is voluntary:
• Medicare /Medicaid Dual Eligibles (Non-QMB);
• Medicaid Pregnant Women (MPW);
• Title IV-E Adoption Subsidy (iAS); and
• Foster Care-Non Title IV-E (HSF)
• Indians who are Members of Federally Recognized Tribes
• Children under the age of 19 years, who are eligible for Supplemental Security Income under Title
XVI
• Children under the age of 19 years who are receiving services through afamily-centered, community
based, coordinated care system that receives grant funds under section 501(axl)(D) of Title V, and is
defined by the state in terms of either program participation or special health care needs.
• Community Alternative Progrant (CAP) Enrollees
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3.7 Enhanced Care Manaktement Fee -The fee paid by the Department to the Contractor per enrollee per
month, which shall be payment in full for the Enhanced Care Management Services provided by the
Contractor. The Contractor shall submit to the State annual budget reports and shall be held accountable
for appropriate administration of the care management fee.
3.8 Enrollee - A recipient who chooses or is assigned to a participating provider in the Network.
3.9 Health Choice -North Carolina Health Choice is a free or reduced price comprehensive health care
program for children.
3.10 Medicaid Identification (MID1 Card -The Medical Assistance Eligibility Certitication card issued by
the Division to Recipients. This card will specify the enrollee's choice of a primary care provider in
Carolina ACCESS. Medicaid's managed care program that links enrollees with a personal doctor referred
to as a Primary Care Provider or PCP.
3.11 Medical Assistance -Name given to the Medicaid program in North Carolina, administered by the
Division of Medical Assistance, to provide payment for covered services to eligible recipients in the
State of North Carolina. established pursuant to Title XIX of the Social Security Act, 42 USC Subsection
1396. et. seq.
3.12 Medical Home - Name used to describe the location where enrollees can receive continuous,
comprehensive and coordinated health and illness care supervised by a PCP.
3.13 Network Pharmacist -Leadership role for the direction and management of pharmacy projects;
administrative and managerial in nature.
3.14 North Carolina Community Care Networks lnc. (NCCCN Inc) - anon-profit corporation comprised
of representatives of CCNC Networks which provides the CCNC Program standardized data collections,
management and reporting services and serves as a collaborative forum for the development of quality.
access. and efficiency enhancement initiatives.
3.15 Particinatin>; Provider -Person or organization entering into a written agreement with the Network to
deliver covered services to enrollees or a participating member of the Network, including community
partners such as: health departments. local hospitals, Departments of Social Service (DSS), and Local
Management Entities (LME).
3.16 Preventive Services -Services rendered to prevent or delay the onset of disease. Examples of
preventive services include: (1) for adults: adult health screening. pap smears. vaccines for the
prevention of pneumonia, diphtheria-tetanus, and influenza, mammograms,: and (2) for children under
21 years: Health Check (EPSDT) screening and age-appropriate immunizations, urinalysis, lead
screening, and hematocrit. The CCNC Program aims to implement targeted disease management
activities, including preventive health maintenance.
3.17 Primary Care Provider (PCP) -The participating physician. family nurse practitioner, physician
assistant, nurse midwife, or group practice/center selected by or assigned to the enrollee to provide and
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coordinate all of the enrollee's covered services and to initiate and monitor referrals for specialized
services when required.
3.18 Oualitv Improvement (QI)- The process of continuously finding ways to improve and provide better
patient care and services. including assuring that health care services are appropriate, timely. accessible.
medically necessary and high quality
3.19 Risk Assessment -The process of evaluating the clinical and social risk factors which contribute to an
enrollee's need for health care and case management resources.
3.20 Service Area -The defined geographic area within which the Network and the CCNC have weed that
the Network shall coordinate the provision of Covered Services needed by the Target Population
through participating providers or referral arrangements.
3.21 Subcontractor -Any person or entity which has entered into a subcontract with the Network.
3.22 Target Population -Group of individuals enrolled, assigned, or otherwise contracted to be managed by
the Network.
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Section 4 -Performance Requirements of the Contractor
The Contractor shall:
4.1 Operate as anon-profit entity, or as a component of a nan-profit entity.
4.2 Support the CCNC providers and Target Population in the Contractors management area.
4.3 Designate, in writing, individuals who will serve the following functions within the Network:
• Network Director, Executive Director, or individual with a similaz title to serve as primary
administrative liaison between the Contractor and the CCNC.
• Network Clinical Director who is a member physician to serve as the Contractor's medical director
responsible for maintaining contact with local providers and represent the Contractor at the select
program-wide meetings;
• Chronic Caze Clinical Chanrpion to work with practices and community providers in the
implementation of the chronic care program:
• Chronic Care Coordinator to organize community resources, oversee arrangements with practices in
regard to the management of enrollees with chronic illness, and assist with implementing the chronic
caze program within the network: and
• Network Information Technology Manager to serve as the primary liaison between the Contractor,
NCCCN Inc, and the Department and provide leadership in dealing with privacy and security
concerns. The designee could be on staff. work in partnership with the Network, or be contracted.
4.4 Maintain a Steering Committee, Administrative Oversight Committee. Board, or similaz management
entity with membership that represents the spectrum of network participants including network
providers, community health organizations, hospitals, health deparUnents, departments of social service,
public health, Local Management Entities (LMEs), and partnering agencies, such as senior centers,
home health agencies, and Aging Disability Resource Centers (ADRC).
At a minimum, officers should include a President, Vice President, Secretary, and Treasurer. A
description of expectations for operation of the management entity can be found at
httn:/linfo.dhhs.state.nc.us/olnr/manuals/ooc/fnn/man/Fiscal Non-Profit Admin-Ol.htm#P121 21835
and include the following:
• Establish and maintain personnel policies and oversight of employees
• Establish and maintain financial management policies
• Assure Network operations comply with federal, state, and local laws and regulations
• Approve and monitor annual budget
• Evaluate and monitor Network performance, including program and financial operations.
4.5 Maintain a Medical Management Committee chaired by the Clinical Director and composed of Network
providers that meet no less than quarterly to implement and supervise program initiatives.
4.6 Establish contracts with providers of health services that assure a commitment to case manage clinical
care pursuant to the Community Care of North Cazolina program and this Contract. Copies of signed
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provider contracts must be sent to the CCNC Program Ot~ice to enroll the provider in the Network and
qualify for monthly enhanced case management fees.
4.7 Maintain a network of health service providers to meet the medical needs of the Target Population.
4.8 Notify the CCNC Program Oftice with fifteen (1 S) days of any change within the Network organizational
structure.
4.9 Develop a policy and maintain a process to document and address complaints forwarded from the
Division of Medical Assistance to the Network.
4.10 Create a Network infrastructure to manage and support the Target Populations by:
• Ensuring Network staff includes one or more: pharmacist(s), nurses. social workers. and yuality
improvement specialist(s).
• Establish and fill the role of the "Network Pharmacist" who acts as the lead phannacy projects
manager for the network working under the direction of the Network Director.
• Establish an ongoing process with community providers and agencies to coordinate the
planning and provision of care management and support services for the target population.
• Support mental health integration by managing individuals with co-morbidities that include
behavioral health conditions.
4. t I Establish Network processes to support the care management of those in the Target Population that are
at highest risk and cost, to include, but not be limited to the following:
• Create an interdisciplinary team to help manage and optimize patient care;
• Perform health assessments and screenings. as appropriate;
• Develop patient-centered care plans;
• Promote a process to develop the skills necessary for patient self=management of chronic
conditions: and
• Utilize data summazies and reports created by the CCNC or NCCCN Inc. to identify those
individuals at greatest risk.
4.12 Develop a Transitional Care Program to support enrollees in the Target Population when discharged
from the hospital to include, but not be limited to:
• Collaborating with hospital discharge planners:
• Ensuring appropriate home based support and services are available;
• Implementing medication reconciliation in concert with the PCP and network pharmacist to
assure continuation of needed therapy following hospital discharge;
• Developing a Care Plan when there is a need for complex or high intensity care management:
• Ensuring appropriate follow-up appointments are made with PCP and / or specialists:
• Promoting the ability and confidence in self management of chronic illnesses in the Target
Population; and
• Providing care management and coordination support until the recently discharged enrollee
achieves stability in their home and community.
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4.13 Employ or contract with at least one "Clinical Pharmacist' having either 1) previous work experience
or 2) formal residency training in clinic-based, ambulatory practices work in concert with Network
leadership (including the Network Pharmacist) to implement the following:
Pharmacy Management Programs for those receiving multiple medications.
• Coordinate and support pharmacy initiatives, such as Over the Counter (OTC) Standing Orders,
Prescription Advantage List (PAL) prescribing. and electronic prescribing (e-Prescribing) efforts,
as outlined by the CCNC program office.
• Assist physicians in creating and managing drug regimens of patients with chronic disease states
(e.g.: diabetes, asthma, CHF, etc.). This may include, but shall not be limited to, activities such as
meeting with patients, adjusting medication dosages in concert with PCP, peak flow monitoring,
and performing other services within the professional area of expertise.
• Perform medicine reconciliation assessments as requested by Network physicians and/or case
managers to optimize the patient's drug regimen.
• Educate community pharmacists on CCNC and/or Medicaid pharmacy initiatives.
• Serve as a resource to Network physicians and case managers on general drug information and
Medicaid drug policy issues
•The role of the "Network Phamracist" and the `Clinical Pharmacist" may be perfornred by the same
person simultaneously if the network has only one employed/contracted pharmacist
4.14 lrnp}ement clinical management initiatives identified as CCNC priorities by the Clinical Directors.
The current quality improvement initiatives are:
• Asthma • High Service Utilization
• Diabetes • High Cost Patients
• Chronic Care • Pharmacy Utilization
• Heart Failure
4.15 Collaborate with CCNC to enable provider participation in periodic external chart reviews to monitor
the effectiveness of quality improvement initiatives.
4.16 Compare performance with quality, access, cost, and utilization benchmazks established by the
Clinical Directors and develop improvement strategies to achieve goals. NCCCN Inc. will serve as a
data repository for the CCNC Program and be available to assist Contractor in this benchmark
comparison and creation of performance reports and comparisons, which will assist in achieving the
goals of standardization and uniformity.
4.17 Review quarterly performance measures submitted to the Ot~'ice of the Secretary on the Aged, Blind,
and Disabled program, pharmacy utilization, and quality improvement initiatives (see Section 6.
Evaluation).
4.18 Distribute and review reports to participating providers to assure provider comprehension and
encourage collaboration in goal achievement.
4.19 Educate new providers about CCNC priority initiatives through orientation, training, and technical
assistance.
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4.20 Collaborate with CCNC, its designee, NCCCN, Inc.. DMA, and other Networks in developing and
refining:
• Program measures
• Utilization and management reports
• Innovative health care and utilization management strategies
• Quality improvement goals and measures
• Opportunity Y'or shared program operations and support
• Initiatives aimed at containing cost and improving quality
4.21 Review annually and ensure compliance with the NC State policy for non-profit organizations
receiving state funds as described in the DHHS On-Line Mairual Fiscal Non-Prof t Administration
available on the web at htta'Ninfo dhhs state nc us/oln~/manuals/ooc/fnp/man/index.htm.
4.22 Prepare and submit an annual budget to the CCNC Program Ot3ice for approval at least thirty (30)
days prior to the start of each fiscal year that specifies how the enhanced care management fees will be
spent to develop and maintain administrative and care management activities.
• Provide, at minimum, the expenses and revenues specified in a sample budget provided by the CCNC
Program Office, including a breakdown of direct or contracted salary by the following categories:
1. Clinical: case managers, pharmacist, QI
2. Administrative (paraprofessionals that direMly support clinical staff
3. Executive and other administration such as Network Director, Medical Director
4. Others, such as Information Technology, Data Analyst and Human Resources
• Obtain written approval from the CCNC Program Otl-ice prior to revising any budget line-item more
than 10%.
• Maintain accurate records of expenditures in accordance with federal financial reporting and
governmental accounting standards as defined by Generally Accepted Accounting Principals (GAAP)
4.23 Within six (6) momhs following the end of the Contractor's budget year, submit to the CCNC
Program Office a copy of audited financial statements or the equivalent for a public institution, along
with an actual vs. budgeted year-end reconciliation. The report shall be signed by the Contractor's
financial manager or accounting department
4?4 Carry over no more than two (2) months operating expenses at the close of the tiscal year and obtain
the prior written approval of the CCNC Program Office to carry over any funds in excess of the two
months reserve for uses other than those listed on CCNC's Pre-Approved Reserve Fund list.
4.25 Pertbnn other services upon the mutual agreement of the parties to this contract. Additional services
may include new care tanagement initiatives, pilot projects, enhanced disease management initiatives,
clinical improvement initiatives, cost containment strategies, and other activities identified by the
Network, CCNC, NCCCN Inc., and DMA to promote and advance the goals of the CCNC Program.
The scope of these additional services and compensation for these services shall be documented by
written amendments to this Contract.
4.26 Use or disclose data provided by CCNC, the Department, or their designee for the sole purpose of
accomplishing the purpose and goals identified in this contract. The Contractor will only receive
14
identified information related to its network members or individuals that it is ot3icially mandated to
serve and in its service region. The Contractor shall only give network providers Protected Health
Information for the purposes of treatment and managing the care of individuals with whom the providers
have aprovider-patient treatment relationship. The Contractor and providers shall not receive or utilize
data for the purposes of separate research or grant projects, except as directed or approved by the DMA.
NCCCN. [nc. shall be performing for the CCNC Program certain data collection, measurement, and
reporting functions. Disclosure by the Contractor and Participating Providers to NCCCN. Inc. pursuant
to this agreement is hereby authorized and directed.
4.27 Establish relationships with its providers that permit the transmission of the Protected Health
Information in accordance with the Federal HIPAA Privacy and Security rule
http://www.hhs.govlocrlpri vacy/i ndex.html.
4.28 Manage all data in accordance with the privacy and security requirements of the $USINESS
ASSOCIATE ADDENDUM (Attachment _.) and the HIPAA Privacy and Security Rule. (Health
Insurance Portability and Accountability Act of 1996. P.L. 104-91, as amended (`'HIPAA"). and its
implementing regulations, 45 CFR Parts 160, 162. and 164.) .
4.29 Protect health information against theft and misuse. All Medicaid applicant and recipient names,
Medicaid identification numbers, and medical claim information is confidential "protected health
infornmation" that may be used and disclosed only in accordance with DMA, DHHS, State, and federal
laws and regulations, including the Health Insurance Portability and Accountability Act of 1996, P.L.
104-91, as amended ('`HIPAA"), and its implementing regulations. 45 CFR Parts 160, 162. and ]64.
Furthermore, all social security nunmbers, employer taxpayer identification numbers, drivers license
numbers, and any other numbers or infommation that can be used to access a person's financial resources
are "personal identifying information" that may be used and disclosed only in accordance with N.C.
Gen. Stat. §§ 75-60 through -65 (the NC Identity Theft Protection Act) and N.C. Gen. Stat. ~ 132-1.10.
The Contractor, its employees, agents. and contractors must protect all such information against theft
and misuse.
4.30 Promptly notify DMA in writing of any unauthorized disclosure or misuse of any protected health
infornmation or personal identifying information. The requirenment to notify DMA in writing is satisfied
by notifying the DMA Director and the DMA IT Security Official and the DMA Privacy Official in
writing of any unauthorized disclosure or nmisuse of any protected health information or personal
identifying information at Division of Medical Assistance, 2501 Mail Service Center. Raleigh, NC
27699-2501 Attn: DMA Director or DMA Privacy Officer or DMA Security Officer
4.31 Notify all affected persons. the Attorney General's Ot3ice, and all consumer reporting agencies as
required by N.C. Gen. Stat.~~' 75-65 if the Contractor discovers a security breach, as that ternm is defined
in N.C. Gen. Stat. § 75-6I.
IS
Section 5 -Reimbursement and Responsibilities of The Division '
The Department shall:
5.1 Pay an Enhanced Care Management Fee to the Contractor each month for each enrollee in the
Contractor s network
5.2 Pay an Enhanced Care Management Fee to the Contractor's Participating Providers each month for each
individual enrolled with the Provider.
5.3 Pay the Contractor and the Participating Providers in the first Medicaid check-write of the month.
Payments are contingent upon the Contractor adhering to the terms of this contract.
5.4 Provide the Contractor with regular reports on recipient enrollment, recipient referrals, emergency room
use, procedure profiles, case management, and provider prescription practices.
5.5 Provide technical assistance and support to the Contractor.
5.6 Provide appropriate data. through NCCCN Inc. to allow. networks to perform population and care
management activities.
5.7 Report performance measures quarterly to the Ot;•ice of the Secretary on the Chronic Care Program,
pharmacy utilization, and quality improvement initiatives (see Section 6. Evaluation).
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Section 6 -Evaluation
ORHCC will submit the following reports quarterly (items 1, 2, 3 below) and annually (item 4 below) to the
Office of the Secretary.
1. Potentially Preventable Readmissions within 30 days as a Percent of Total Hospital Admissions,
aniong enrolled non-duals, any diagnosis
• Same-day transfers, long terns care admissions, rehabilitation, state mental hospital, hospice
admissions, and observation stays are not considered hospital admissions
• Admissions are excluded from both the numerator and denominator if either the initial or
readmission DRGs indicates: malignancy, trauma, obstetrical. burn, or newborn. All other
admissions are included.
Target:
• 5% reduction from network's baseline rate (SFY 08) by end of year 1 (SFY 10)
• ] 0% reduction from baseline rate by end of year 2 (SFY 11)
• I S% reduction from baseline rate by end of year 3 (SFY 12)
2. ED rate, enrolled ABD (dual +nondual)
Target:
• 5% reduction from network's baseline rate (SFY 08) by end of year 1 (SFY 10)
• 10% reduction from baseline rate by end of year 2 (SFY 11)
• 15% reduction from baseline rate by end of year 3 (SFY 12)
3. Generic Medications as Percent of All Fills, all Medicaid non-duals
Target:
• 2.5 percentage point increase from network's base]ine rate (SFY O8) by end of year ] (SFY
10), or 80%. whichever is lower
• 5 percentage point increase from baseline rate by end of year 2 (SFY 11), or 80%. whichever
is lower
• 7.5 percentage point increase from baseline rate by end of year 3 (SFY 12). or 80%,
whichever is lower
4. Quality of Care Measures, enrolled dual + non-dual
• per QMAF methodology (chart review measures only). pertaining to: asthma, diabetes.
hypertension. heart failure, ischemic vascular disease
Target:
• Improvement over network baseline (CY 2009) demonstrated in 50% of chart review
measures in CY 2010 and 75% of chart review measures in CY 20] 1
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EXHIB T 2
AUTHORIZATION MEMORANDUM
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