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SUBCONTRACTOR PROVIDER AGREEMENT
THIS SUBCONTACTOR PROVIDER AGREEMENT (“Subcontractor Agreement”) is made and entered into
as of this ____ day of ______________, 20______ (“Effective Date”) by and between the (“Contractor”) and
___________________________ (“Subcontractor”).
WHEREAS, (“CONTRACTOR”) is a “Contracted Provider” with (“Health Plan”) under a Participating
Provider Agreement dated _______________, which incorporates the Health Plan’s related policies, procedures
and manuals as may be amended from time to time (collectively the “PPA”) to provide or arrange for the provision
of certain services to individuals enrolled in the Health Plan’s benefit plans (“Member”); and
WHEREAS, Subcontractor provides certain services that will meet the needs of Health Plan’s Members
and which (“CONTRACTOR”) is obligated to provide under the PPA; and
WHEREAS, (“CONTRACTOR”) desires to contract with Subcontractor as an independent contractor to
provide, and Subcontractor agrees to provide, the services described herein in accordance with the PPA.
NOW, THEREFORE, in consideration of the foregoing and the agreements contained herein, the parties
agree as follows:
I. SUBCONTRACTOR’S OBLIGATIONS
1. Subcontractor has reviewed and agrees to the terms and conditions of the PPA, which is incorporated into this
Agreement by this reference and which will apply to Subcontractor (who is by definition a “Provider” under
the PPA) to the same extent that it applies to the Contracted Provider or other Providers. Any obligation of
Subcontractor pursuant to this Subcontractor Agreement or the PPA shall apply to Subcontractor’s employees
and agents to the same extent as it applies to Subcontractor. All defined terms not specifically defined in this
Subcontractor Agreement shall have the same meanings as the terms defined in the PPA. Subcontractor’s
obligations include, but are not limited to:
a. obtaining and maintaining approval from the Health Plan to act as a subcontractor for a Contracted Provider;
b. performing such actions as are required by the PPA to be taken by Contracted Provider or a subcontractor
in connection with the contracted services set forth below;
c. complying with all representations and warranties applicable to Contracted Provider or their subcontractors
in the PPA or the Operations Manual, which is attached hereto as Exhibit 1 and incorporated herein by this
reference and which may be amended from time to time by (“CONTRACTOR”) in its sole discretion; and
d. signing, preparing or maintaining any documents as required by the PPA (including, but not limited to,
signing the Form of Opt In Agreement set forth in Attachment A-4 of the PPA as may be amended from
time to time).
2. Subcontractor and its employees and agents will perform Asthma Education or Home Environmental
Assessments, as applicable, and as more fully described in the Operations Manual (the “Covered Services”).
All Covered Services will be provided in accordance with the standards set forth in the PPA and in accordance
with (“CONTRACTOR”) policies, including:
a. accepting a minimum of 75% of the requested Covered Services from (“CONTRACTOR”);
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b. performing Covered Services utilizing a curriculum and other information (i.e., forms, electronic media,
tools, etc.) approved in advance by (“CONTRACTOR”);
c. adhering to all processes outlined within the Operations Manual;
d. performing Covered Services within ten (10) business days of receiving Member information and a request
from (“CONTRACTOR”);
e. verifying Member eligibility in accordance with the Operations Manual before providing Covered Services
to a Member; and
f. completing and submitting a Subcontractor Encounter Data Report using the online template provided by
(“CONTRACTOR”), as set forth in the Operations Manual, within twenty-four (24) hours of any Member
encounter.
3. Subcontractor hereby grants to Contracted Provider a power of attorney, coupled with an interest, to represent
and bind Subcontractor in connection with all matters related to the PPA, including granting any waivers of any
of the terms of the PPA.
II. (“CONTRACTOR”) OBLIGATIONS
(“CONTRACTOR”) shall:
1. Submit to the Health Plan on behalf of Subcontractor proof of Subcontractor’s (or its employee’s or agent’s)
required certifications as required for Subcontractor (or its employees or agents) to provide Covered Services
pursuant to this Subcontractor Agreement.
2. Assign Members to Subcontractors for Covered Services.
3. Manage and maintain all Member data related to Covered Services provided by Subcontractor (or its employees
or agents).
4. Promptly submit approved payment requests on behalf of Subcontractor, and pay Subcontractors as set forth in
Section IV, below.
III. TERM AND TERMINATION
1. Term. The term of this Subcontractor Agreement shall begin on the Effective Date and continue for a period of
one (1) year, unless sooner terminated as provided herein. Thereafter, this Subcontractor Agreement shall renew
for successive periods of one (1) year each unless either party provides written notice of nonrenewal to the other
party at least ninety (90) days before the end of the then-current (initial or renewal) term, unless and until the
Subcontractor Agreement is terminated in accordance with the terms and conditions of the Subcontractor
Agreement.
2. Termination. Subject to the obligations set forth in Section II.3., below, the parties may terminate this
Subcontractor Agreement as follows:
a. Termination Without Cause. Either party may terminate this Subcontractor Agreement at any time for any
reason or no reason upon forty five (45) days’ prior written notice to the other party.
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b. Termination For Cause. Either party may terminate this Subcontractor Agreement in the event the other
party commits a material breach of this Subcontractor Agreement. Such termination shall be effective
immediately upon written notice to the other party stating the cause for termination, provided the party
terminating the Subcontractor Agreement first notifies the party being terminated, in writing, of the alleged
breach, and the notified party fails to cure the breach within thirty (30) days (the “Cure Period”), or
commits the same or similar breach within the six (6) months immediately following the date of notice of
the prior breach.
c. Immediate Termination. (“CONTRACTOR”) may automatically terminate this Subcontractor Agreement
upon notice to Subcontractor if Subcontractor: (i) is convicted of a felony; (ii) fails to obtain or maintain
the insurance or credentials as required in this Subcontractor Agreement; (iii) is temporarily or permanently
excluded from participation in any federal or state health care program; or (iv) as of the effective date of
the expiration or termination of the PPA.
3. Effect of Termination – Continuity of Care.
a. Communication with Health Plan Members. Upon expiration or termination of this Subcontractor
Agreement or the PPA, Subcontractor shall not communicate with Health Plan members about the
expiration or termination of this Subcontractor Agreement without the express prior written
approval of such communication by (“CONTRACTOR”) and Health Plan.
b. Continuity and Transition of Care. In the event this Subcontractor Agreement is terminated,
(“CONTRACTOR”) may require Subcontractor to continue providing Covered Services for Health
Plan for up to six (6) months where the continuation of care is necessary, as determined by
(“CONTRACTOR”). All terms and conditions set forth in this Subcontractor Agreement shall be
extended until the conclusion of the period of continued treatment. Subcontractor shall cooperate
with (“CONTRACTOR”) and Health Plan for the transition of Health Plan members and their
medical records to other Participating Providers.
IV. COMPENSATION
1. Fee Schedule. (“CONTRACTOR”) will pay Subcontractor for Covered Services performed hereunder and other
expenses in accordance with the following schedule:
a. Covered Services (check those that apply to Subcontractor)
CPT Code S9441: Asthma education non-physician, Maximum one hour per year.
Rate: $
CPT Code 99401: preventive medicine counseling, individual, Maximum one hour per year.
Rate: $
CPT Code 99402: preventive medicine counseling, individual, Maximum one hour per year.
Rate: $
CPT Code 98960: Self-management education using standardized effective curriculum, individually,
either incident to a clinical encounter or as preventive service, Maximum once per year.
Rate: $
CPT Code S9441SC: Asthma environmental assessment, non-physician, Maximum two times per
year
Rate: $
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CPT Code S9441SC-A: Asthma Assessment and Self-Care telephonic support, 15 minutes up to 5
times per year
Rate: $
b. Travel and subsistence. (“CONTRACTOR”) will pay Subcontractor for travel and subsistence
reimbursement which is approved by (“CONTRACTOR”) prior to performing Covered Services or
activities. Mileage reimbursement (if approved) will be at the federal mileage rate in effect as of the date
the expense was incurred as determined by the U.S. Internal Revenue Service. All other expenses (if
approved) will reimbursed based on actual receipts for the expense incurred.
2. Invoicing and Timing of Payments.
a. Payment will be made upon submissions by Subcontractor for properly documented Covered Services,
using the online Invoice template provided by the (“CONTRACTOR”) as set forth in the Operations
Manual. If travel and subsistence expenses are to be reimbursed, such expenses must be itemized and
appropriate receipts attached to the Invoice. Prior authorization of any and all travel and subsistence
expenses must be approved by (“CONTRACTOR”) prior to the activity or reimbursement request. The
Invoice must be completed in full, and include the Subcontractor’s tax payer identification number (Social
Security Number or Employer Identification Number).
b. The Invoice must be submitted by Subcontractor online by the 3rd day of the month after Covered Services
were provided (e.g., an Invoice must be submitted for reimbursement by July 3rd, for all approved Covered
Services provided and expenses incurred in the month of June). Invoices must be reviewed and approved
by the (“CONTRACTOR”) Director of Programs. Invoices for Covered Services will not be approved until
all Member Encounter Data Reports are complete for the requested Covered Services payment. Failure to
follow this process will result in payment denial.
c. (“CONTRACTOR”) will promptly submit approved Invoices to the Health Plan for reimbursement.
(“CONTRACTOR”) will pay Subcontractor within ten (10) business days following receipt of payment
from the Health Plan for the Covered Services.
3. (“CONTRACTOR”) is not responsible for any tax-related or other legal obligations applicable to Subcontractor,
as more fully described in Section X, below.
V. INSURANCE AND INDEMNIFICATION
1. Insurance. Subcontractor shall obtain and maintain during the term of this Subcontractor Agreement,
commercial general liability and, as applicable, professional liability insurance acceptable to the
(“CONTRACTOR”) which will afford protection and coverage in accordance with the requirements set forth
below:
a. Commercial General Liability coverage to protect the Subcontractor and any of its employees or agents
performing services pursuant to this Subcontractor Agreement from claims for damages for personal injury,
bodily injury (including wrongful death), and from claims for property damage which may arise in
connection with services provided pursuant to this Subcontractor Agreement. The coverage will provide
protection for all operations by the Subcontractor, its employees and/or agents. In addition, the coverage is
to include an endorsement which includes “CONTRACTOR” as “Additional Insured.” In lieu of the
“Additional Insured” endorsement, an Owners-Contractors-Protective policy may be provided evidencing
“CONTRACTOR” a Named Insured. The amount of the commercial general liability insurance provided
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