Common use of Contracts and Subcontracts Clause in Contracts

Contracts and Subcontracts. The CHC-MCO may rely on subcontractors to perform or arrange for the performance of services to be provided to Participants. Notwithstanding its use of subcontractor(s), the CHC-MCO is responsible for compliance with this Agreement, including: a. The provision of and/or arrangement for the services under this Agreement. b. The evaluation of a prospective subcontractor’s ability to perform the activities to be delegated. c. The payment of claim payment liabilities owed to Providers for services rendered to Participants under this Agreement, for which a subcontractor is the primary obligor, provided that the Provider has exhausted its remedies against the subcontractor; and provided further that such Provider would not be required to continue to pursue its remedies against the subcontractor in the event the subcontractor becomes insolvent, in which case the Provider may seek payment of such Claims from the CHC- MCO. For the purposes of this section, the term “insolvent” shall mean: i. The adjudication by a court of competent jurisdiction or administrative tribunal of a party as bankrupt or otherwise approving a petition seeking reorganization, readjustment, arrangement, composition, or similar relief under the applicable bankruptcy laws or any other similar, applicable Federal or State statute or regulation; or ii. The appointment by such a court or tribunal having competent jurisdiction of a receiver or receivers, or trustee, or liquidator or liquidators of a party or of all or any substantial part of its property upon the application of any creditor or other party entitled to so apply in any insolvency or bankruptcy proceeding or other creditor’s suit; and d. The oversight and accountability for any functions and responsibilities delegated to a subcontractor. The above notwithstanding, if the CHC-MCO makes payments to a subcontractor over the course of a year that exceed one-half of the amount of the Department’s payments to the CHC-MCO, the CHC-MCO is responsible for any obligation by the subcontractor to a Provider that is overdue by at least sixty (60) days. The CHC-MCO shall require that all subcontractors and Network Providers comply with all applicable CHC requirements. The CHC-MCO shall require Subcontractors to comply with all applicable Medicaid rules, regulations, and guidance including the requirement that the subcontractor and Network Providers agree to the audit and inspection authority of the Pennsylvania Office of Attorney General Medicaid Fraud Control Section pursuant to 42 CFR §438.230(3). The CHC-MCO must make all Subcontracts available to the Department within five (5) days of a request by the Department. All Subcontracts must be in writing and must include, at a minimum, the provisions contained in Exhibit P, Required Contract Terms for Administrative Subcontractors. In accordance with Exhibit B, Standard Terms and Conditions, the CHC-MCO must submit for prior approval Subcontracts to perform part or all of the selected CHC-MCO’s responsibilities under this Agreement. This provision includes, but is not limited to, contracts for vision services, dental services, Claims processing, Participant services, and pharmacy services.

Contracts and Subcontracts. The CHC-MCO may rely on subcontractors to perform or arrange for the performance of services to be provided to Participants. Notwithstanding its use of subcontractor(s), the CHC-MCO is responsible for compliance with this Agreement, including: a. The provision of and/or arrangement for the services under this Agreement. b. The evaluation of a prospective subcontractor’s ability to perform the activities to be delegated. c. The payment of claim payment liabilities owed to Providers for services rendered to Participants under this Agreement, for which a subcontractor is the primary obligor, provided that the Provider has exhausted its remedies against the subcontractor; and provided further that such Provider would not be required to continue to pursue its remedies against the subcontractor in the event the subcontractor becomes insolvent, in which case the Provider may seek payment of such Claims from the CHC- MCO. For the purposes of this section, the term “insolvent” shall mean: i. The adjudication by a court of competent jurisdiction or administrative tribunal of a party as bankrupt or otherwise approving a petition seeking reorganization, readjustment, arrangement, composition, or similar relief under the applicable bankruptcy laws or any other similar, applicable Federal or State statute or regulation; or ii. i. The appointment by such a court or tribunal having competent jurisdiction of a receiver or receivers, or trustee, or liquidator or liquidators of a party or of all or any substantial part of its property upon the application of any creditor or other party entitled to so apply in any insolvency or bankruptcy proceeding or other creditor’s suit; and d. The oversight and accountability for any functions and responsibilities delegated to a subcontractor. The above notwithstanding, if the CHC-MCO makes payments to a subcontractor over the course of a year that exceed one-half of the amount of the Department’s payments to the CHC-MCO, the CHC-MCO is responsible for any obligation by the subcontractor to a Provider that is overdue by at least sixty (60) days. The CHC-MCO shall require that all subcontractors and Network Providers comply with all applicable CHC requirements. The CHC-MCO shall require Subcontractors to comply with all applicable Medicaid rules, regulations, and guidance including the requirement that the subcontractor and Network Providers agree to the audit and inspection authority of the Pennsylvania Office of Attorney General Medicaid Fraud Control Section pursuant to 42 CFR §438.230(3). The CHC-MCO must make all Subcontracts available to the Department within five (5) days of a request by the Department. All Subcontracts must be in writing and must include, at a minimum, the provisions contained in Exhibit P, Required Contract Terms for Administrative Subcontractors. In accordance with Exhibit B, Standard Terms and Conditions, the CHC-MCO must submit for prior approval Subcontracts to perform part or all of the selected CHC-MCO’s responsibilities under this Agreement. This provision includes, but is not limited to, contracts for vision services, dental services, Claims processing, Participant services, and pharmacy services.

Contracts and Subcontracts. The CHCCHIP-MCO may may, as provided below, rely on subcontractors Subcontractors to perform or and/or arrange for the performance of services to be provided to ParticipantsEnrollees on whose behalf the Department makes Capitation payments to CHIP-MCO. Notwithstanding its use of subcontractor(sSubcontractor(s), the CHCCHIP-MCO is responsible for compliance with this the Agreement, including: a. The for the provision of and/or arrangement for the services to be provided under this Agreement.; b. The for the evaluation of a the prospective subcontractorSubcontractor’s ability to perform the activities to be delegated.to c. The for the payment of claim any and all claims payment liabilities owed to Providers for services rendered to Participants Enrollees under this Agreement, for which a subcontractor Subcontractor is the primary obligor, obligor provided that the Provider has exhausted its remedies against the subcontractorSubcontractor; and provided further that such Provider would not be required to continue to pursue its remedies against the subcontractor Subcontractor in the event the subcontractor Subcontractor becomes insolventInsolvent, in which case the Provider may seek payment of such Claims claims from the CHC- CHIP-MCO. For the purposes of this section, the term “insolventInsolvent” shall mean: i. The adjudication by a court of competent jurisdiction or administrative tribunal of a party as a bankrupt or otherwise approving a petition seeking reorganization, readjustment, arrangement, composition, or similar relief under the applicable bankruptcy laws applicablebankruptcylaws or any other similar, applicable Federal or State statute law or regulationstatute; or ii. The appointment by such a court or tribunal having competent jurisdiction of a receiver or receivers, or trustee, or liquidator or liquidators of a party or of all or any substantial part of its property upon the application of any creditor or other party entitled to so apply in any insolvency or bankruptcy proceeding or other creditor’s suit; and d. The for the oversight and accountability for any functions and responsibilities delegated to a subcontractorany Subcontractor. These functions and responsibilities shall include the requirements provided in 42 CFR § 457.1233 referencing 438.230(3)(i). e. The above notwithstanding, if the CHC-MCO makes payments to a subcontractor over the course of a year that exceed one-half of the amount of the Department’s payments to the CHC-MCO, the CHC-MCO is responsible for any obligation by the subcontractor to a Provider that is overdue by at least sixty (60) days. The CHC-MCO shall require that all subcontractors and Network Providers comply with all applicable CHC requirements. The CHCCHIP-MCO shall require Subcontractors to comply with all applicable Medicaid CHIP rules, regulations, and guidance including the requirement that the subcontractor and Network Providers agree to the audit and inspection authority of the Pennsylvania Office of Attorney General Medicaid Fraud Control Section pursuant to 42 CFR § 457.1233 referencing §438.230(3)) for services provided pursuant to the Agreement. The CHCabove notwithstanding, if the CHIP-MCO makes payments to a Subcontractor over the course of a year that exceed one-half of the amount of the Department’s payments to the CHIP-MCO, the CHIP-MCO is responsible for any obligation by the Subcontractor to a Provider for services rendered to Enrollees by such Provider that has not been paid within sixty (60) days after the latter of (i) the determination by the Subcontractor that the claim is payable, and (ii) the exercise by the Provider and the completion of all levels of the available Provider appeals process of the Subcontractor for a claim that was, and continues to be, incorrectly denied, rejected or not adjudicated by the Subcontractor. Notwithstanding the foregoing, the CHIP-MCO shall not have such an obligation to a Provider under this section in the event the Department has failed to make payment of amounts due and owing to the CHIP-MCO, where such amounts past due equal or exceed one percent of the revenue received by the CHIP-MCO in the prior calendar year from the Department under this or any other HealthChoices Agreement. Any such obligation of the CHIP-MCO to a provider under this section shall be considered satisfied if payment thereof is made by the Subcontractor. CHIP-MCO shall indemnify and hold the Commonwealth of Pennsylvania, the Department and their officials, representatives and employees harmless from any and all liabilities, losses, settlements, claims, demands, and expenses of any kind (including but not limited to attorneys’ fees) which are related to any and all Claims payment liabilities owed to Providers for services rendered to Enrollees under this Agreement for which a Subcontractor is the primary obligor, except to the extent that the CHIP-MCO and/or Subcontractor has acted with respect to such Provider Claims in accordance with the terms of this Agreement. The CHIP-MCO must make all Subcontracts available to the Department within five (5) days of a request by the Department. All Contracts and Subcontracts must be in writing and must include, at a minimum, the provisions contained in Exhibit PC of this Agreement, Required Contract Terms for Administrative Subcontractors. In accordance with Exhibit B, Standard Terms and ConditionsC, the CHCCHIP-MCO must submit for prior approval Subcontracts subcontracts between the CHIP-MCO and any individual, firm, corporation, or any other entity to perform part or all of the selected CHCCHIP-MCO’s responsibilities under this Agreement. This provision includes, but is not limited to, contracts for vision services, dental services, Claims processing, Participant Enrollee services, and pharmacy services.