DISTANT_SITE_HOSPITAL_PROVIDER_CREDENTIALING_AND_PRIVILEGING_AGREEMENT.docx

APPENDIX E

DISTANT SITE HOSPITAL PROVIDER CREDENTIALING AND PRIVILEGING AGREEMENT

THIS PROVIDER CREDENTIALING AND PRIVILEGING AGREEMENT (“Agreement”) is entered into by and between [Name of Originating Site Clinic] (“OS”) and [Name of Distant Site Hospital] (“DS”) (collectively, the “Parties”).

The Parties hereby agree as follows:

1. Purpose of Agreement. OS is an acute care Clinic which participates in the Medicare program and desires to engage DS, which also participates in the Medicare program, to provide certain clinical services from a distant-site location via electronic communications to patients physically located at OS (“Contracted Services”). For purposes of this Agreement, each provider affiliated with DS providing or anticipated to provide Contracted Services is a provider holding a valid and unrestricted license to practice medicine in a U.S. state or Territory (individually, a “Provider” and collectively, “Providers”).

2. Compliance with Conditions of Participation. DS, acting as an independent contractor, is, and at all times during the term of this Agreement shall be, a Medicare-participating hospital that furnishes its services in a manner that enables OS to comply with all applicable Medicare conditions of participation for Contracted Services. These areas of compliance shall include, but not be limited to, the Medicare conditions of participation requirements for the DS medical staff, governing body, and credentialing and privileging regarding DS Providers providing telemedicine services, which are set forth at 42 CFR section 482.12(a)(1)-(7) and 42 CFR section 482.22(a)(1)-(2), or, in the case of Critical Access Hospitals (“CAH”), at 42 CFR section 485.616(c)(i)-(vii).

3. Credentialing and Privileging. DS warrants that each Provider : (i) will be credentialed and privileged according to its credentialing and privileging processes and standards (“DS Standards”), which shall meet or exceed the privileging and credentialing standards of Center for Medicare and Medicaid Services (CMS) Conditions of Participation ( COP); and (ii) shall render Contracted Services within the scope of each Provider’s respective privileges.

4. Decision of Governing Body. OS’s governing body has chosen to rely on DS’s credentialing and privileging decisions for purposes of OS’s medical staff determining whether or not to recommend that privileges be granted to a Provider.

5. DS to Provide Current List of Privileges. DS has supplied OS with Schedule 1, a list identifying each Provider, the scope of privileges granted, with associated privilege expiration dates approved by DS to such Providers. It is anticipated that this list of Providers may change from time-to-time. In that event, the following procedures shall apply:

(a) Action by DS: DS shall provide OS with a revised Schedule 1 indicating the name of any new Provider(s) and an accompanying delineation of privileges. If at any time there is a change in the scope of a DS Provider’s privileges or if a DS Provider loses privileges at DS, DS shall notify OS within twenty-four 10 days of such change and shall thereafter provide OS with updated documentation delineating the current scope of such Provider’s privileges. If DS has removed a Provider from the roster of Providers anticipated to provide Contracted Services going forward or if a DS Provider loses privileges at DS, DS will provide OS with a revised Schedule 1 indicating that such Provider has been removed from the list of Providers providing Contracted Services to OS.

(b) Action by OS upon Receipt of New Schedule from DS: OS shall confirm with DS that the Providers listed on Schedule 1 can provide Contracted Services by signing and faxing the updated Schedule to DS. If the only changes were removals, OS agrees that DS may remove the Provider(s) without waiting for a signed Schedule 1 to be returned.

(c) Action by OS to Initiate Removal of a Provider. If OS no longer wishes to receive Contracted Services from a Provider for reasons not requiring a professional review action, OS will request that DS remove the Provider from the roster, following which, DS will supply an updated Schedule 1 as described in Section 5(a).

6. Credentialing-Related Materials. DS shall provide OS with electronic and/or written evidence of accreditation from DNV, and other reasonable evidence of DS’s compliance with the CMS COP’s. This need not include copies of individual DS Provider’s credentialing files, unless specifically requested by OS. In addition, DS will not provide OS or its agent a copy of any information it receives from the National Practitioner Data Bank or Healthcare Integrity and Protection Data Bank.

7. Provision of Quality Assurance (“QA”)-Related Data.

(a) OS Duties. OS shall provide DS evidence of its internal review of each Provider’s performance of the Contracted Services, for use in DS’s periodic appraisal of the Provider. The OS governing body shall, in its sole discretion, determine the frequency of such periodic assessments of the Providers. At a minimum, this information must include:

(i) all adverse events that result from a Provider’s performance of Contracted Services, and

(ii) all complaints OS has received about the Provider.

As required by applicable federal or state law, OS shall make such periodic assessments available to DS upon reasonable request, in a time and manner consistent with clinical quality and patient safety.

(b) DS Duties when OS is a CAH. If OS is a CAH, in order to meet the requirements of 42 CFR section 485.641(b)(4)(iv), DS shall evaluate the quality and appropriateness of the Contracted Services furnished by Providers.

8. Confidentiality of Credentialing and QA Information. The parties shall treat all credentialing information shared pursuant to Section 6 and all quality-related information shared pursuant to Section 7 as privileged and confidential. Such information is to be used for credentialing, quality improvement, and peer review activities only. Each party shall ensure that no portion of any materials or information received from the other party are disclosed by it or its agents to any employee or third party for reasons unrelated to evaluating the Provider’s quality and credentials to provide Contracted Services, except as required by law. It is understood that disclosure of such OS peer review documents to DS does not waive any privileges or protections afforded such documents by law.

9. Eligibility to Participate in Federal Programs. Each party represents that neither it, nor any of its management or any other employees or independent contractors who will have any involvement in the services supplied under this Agreement, have been excluded from participation in any government healthcare program, debarred from any other federal program (including but not limited to debarment under the Generic Drug Enforcement Act), or convicted of any offense defined in 42 U.S.C. § 1320a-7 and it, its employees and independent contractors are not otherwise ineligible for participation in federal healthcare programs. Further, each party represents that it is not aware of any such pending action(s) (civil, administrative, or criminal) against it or its employees or independent contractors. Each party shall notify the other party immediately upon becoming aware of any pending or final action in any of these areas.

10. Confidentiality of Patient Information. The content of patient medical records shall be held in confidence and in accordance with the federal Privacy Act of 1974, 5 U.S.C. § 552a; the Department of Health and Human Service’s Privacy Act regulations, 45 CFR Part 5b; the Drug Abuse Prevention, Treatment, and Rehabilitation Act, as amended, 42 U.S.C. § 290dd–2; the Confidentiality of Alcohol and Drug Abuse Patients Records, 42 CFR Part 2; the Health Insurance Portability and Accountability Act of 1996 (HIPAA) Privacy Rule, 45 CFR Parts 160 and 164; and applicable state law in the state in which OS is located.

11. Background checks. Any Provider that OS, in its discretion, determines would have direct physical contact with, or control over, Indian children while providing Contracted Services under this Agreement shall be required to pass a criminal history background check, pursuant to Public Law 101-630, the Indian Child Protection and Family Violence Prevention Act, and Public Law 101-647, the Crime Control Act of 1990, Subtitle E, Child Care Worker Employee Background Check. In accordance with Executive Order 10450, Homeland Security Presidential Directive – 12, 5 CFR 731. Any employee, contractor that requires access to Indian Health Service Data (including Patient Data) requires that they are to pass at minimum a fingerprint check and submit to a full background investigation utilizing the Electronic Questionnaire for Investigative Processing (EQIP). All fingerprint checks and EQIP processing must be completed prior to providing service

12. Compliance with OS and Indian Health Service (“IHS”) Policies and Procedures. Providers shall, when providing Contracted Services under this Agreement, abide by any applicable OS and/or IHS policies and procedures.

13. Term and Termination. This Agreement shall continue from the Effective Date (as defined below) until [put in termination date (“Termination Date”).] This Agreement may be terminated by either party prior to the Termination Date as follows:

(a) Upon Notice. Either party may terminate this Agreement with or without cause by providing at least 60 days prior written notice to the other party.

(b) Termination upon Material Breach. A non-breaching party may terminate this Agreement for cause at any time upon 30 days’ written notice of intent to terminate. In the event the defaulting party cures such default within such 30-day notice period, the non- breaching party may elect, at its discretion, to rescind the termination notice in writing, in which case this Agreement shall continue in full force and effect.

14. Legislative/Regulatory Modification. If any law, regulation or standard is enacted, promulgated, or modified in a manner that, in the opinion of a party’s legal counsel (i) prohibits, restricts or in any way materially affects this Agreement; (ii) subjects either OS or DS to a fine or penalty in connection with its representations or responsibilities hereunder, or (iii) subjects either party to a loss of Medicare or Medicaid certification or accreditation with the Joint Commission or other accreditation bodies because of the existence of this Agreement or the applicable party’s representations or performance of obligations hereunder, then within 30 days following notice from one party to the other, the parties shall complete the good faith negotiation and execution of an amendment to this Agreement or the negotiation of a substitute agreement that will carry out the original intention of the parties to the extent possible in light of such law, regulation or standard.

If the parties cannot reach agreement on new terms within 60 days following the notice provided hereunder or such earlier date as necessary to avoid penalties or fines, then this Agreement shall immediately terminate, following written notice of termination from either party.

15. Notice. Any notice required by this Agreement shall be in writing and shall be deemed to have been properly given to a party (i) if hand delivered, (ii) if delivered overnight by courier service, effective on the first business day following delivery to such carrier, (iii) if delivered via email, or (iv) if sent certified mail, return receipt requested, effective three (3) days after deposit in the United States mail, addressed to the address below or as the parties may designate by giving notice pursuant to this Section:

16. Third-Party Beneficiaries. This Agreement shall not confer any benefit or rights upon any person other than OS and DS, and no third party shall be entitled to enforce any obligation, responsibility or claim of any party to this Agreement.

17. Other Agreements. This Agreement, including all exhibits hereto, contains the entire understanding and agreement of the parties with respect to the credentialing and privileging of DS Providers. In the event of a conflict between a provision contained in this Agreement and a provision contained in an agreement or arrangement that existed prior to the Effective Date of this Agreement, the terms of this Agreement shall control and govern the actions of the parties.

18. Services Not Applicable. This Agreement only applies to Contracted Services provided directly to the patient and does not apply to informal consultation among Providers or practitioners, by whatever communications media the Providers or practitioners choose to use.

19. Governing Law: The parties agree that Federal law shall apply to any problem or dispute arising out of this Agreement. In the event of a conflict between this Agreement and applicable Federal law, the parties acknowledge that Federal law shall prevail and supersede the terms of this Agreement.

20. Counterparts. This Agreement may be executed by facsimile signature or encrypted, digital signature, and by either of the parties in counterparts, each of which will be deemed to be an original, but all such counterparts will constitute a single instrument.

IN WITNESS WHEREOF, the undersigned parties hereto have executed this Provider Credentialing and Privileging Agreement. This Agreement shall be effective as of the latter of the dates signed below (“Effective Date”).

Originating Site Clinic Distant Site Hospital

Signature Signature

Name and Title Name and Title

Date Date