HomeMy WebLinkAboutExhibiter-ea
'r 1!. f: PI N 0 0 01 P.:a
Your Health Is The Bottom Line
PRACTICE MANAGEMENT SERVICES AGREEMENT
THIS AGREEMENT (this "Agreement") is made and entered into by and between PST Services, Inc. dibla Per -Se
Technologies, a Georgia corporation ("Per -Se"), and City of Miami, a municipal corporation of the State of Florida, on behalf of its
Emergency Medical Transport, ("Client"), as of September 20, 2005 (the "Effective Date").
In consideration of the covenants and agreements contained herein, Client and Per -Se agree as follows:
1. Services. Beginning on the Commencement Date (as defined below), Per -Se will perform the physician practice
management services set forth on Schedule 1 to this Agreement (the "Services"). Client shall, on a timely basis and in a format
reasonably acceptehle to Per -Se, provide the information set forth on Schedule I necessary for Per -Se to perform such Services in an
efficient manner (the "Client Responsibilities"). During the term of this Agreement, Per -Se will be the sole provider to Client of all of
the Services identified as "Reimbursement Management Services" on Schedule 1 to this Agreement. In performing the Services
hereunder, Client acknowledges that Per -Se shall at all times be acting as an independent contractor.
2. Bank Account. A bank account will be maintained in the name of Client at a bank designated by Client. All cash
receipts will be deposited into the bank account. Per -Se will have no ownership rights in the bank account and will have no right to
negotiate or assert ownership of checks made payable to Client. Client will be responsible for all fees associated with such bank account.
Client reserves the right to modify or revoke such arrangements at any time.
3. Term. The initial term of this Agreement will be three (3) years (the "Initial Term") beginning September 20, 2005
(the "Commencement Date"). This Agreement will automatically renew for additional one (I) year terms unless (i) either party delivers
to the other written notice of termination at least ninety (90) days prior to the expiration of the then -current term, or (ii) as otherwise set
forth in Section 11 of this Agreement.
4. Monthly Fees. Beginning as of the Commencement Date, Client agrees to pay Per -Se the monthly fee set forth on
Schedule 2 to this Agreement (the "Monthly Fee"), which will be billable on the first day of each month.
5. Confidentiality. Per -Se agrees not to use or disclose to anyone other than Client any information about Client or any
of Client's patients received in the course of performing the Services, except as required to bill charges or as otherwise legally required,
including, but not limited to, any legal requirements of the Health Insurance Portability and Accountability Act and its implementing
regulations ("HIPAA"), Notwithstanding the preceding sentence or any provisions of the "HIPAA Privacy Provisions" attached hereto as
Schedule 5, Client agrees that Per -Se may use Client information for research and statistical compilation purposes so long as Client and
patient identifying information is kept confidential in accordance with applicable law. Client acknowledges that the software employed
by Per -Se in performing the Services (the "Software") is confidential and that Per -Se is the sole owner or licensee of the Software, all
report formats and all reports generated by the Software that are produced for internal operational purposes and not generally made
available to Client. Client agrees not to disclose and to cause its employees, agents and representatives not to disclose to anyone the
terms of this Agreement, the Software, or any information it receives about the Software, Per-Se's business practices or other trade
secrets or confidential information of Per -Se, except as legally required, including, but not limited to Florida Sunshine and Public
Records law, if applicable. If Client desires to disclose information relating to Per -Se pursuant to Florida Sunshine and Public Records
law, Client shall inform Per -Se in writing of its intent to do so and obtain Per-Se's written permission to disclose such Per -Se
information, which permission will not be unreasonably denied. Per -Se acknowledges that Client is required by the Florida Sunshine
Law and the Public Records Act to make available for the public record any documents or reports pertaining to the emergency medical
services provided by the City which are provided to Client by Per -Se, subject to any exceptions accorded to Client under such statutes. If
Per -Se contracts for the use of third -party software to be used in the provision of the Services, Client agrees to execute any additional
nondisclosure or proprietary material documentation that may be reasonably required by Per -Se or any such third -party software licensor.
If Client is unwilling to sign such additional documentation, Per -Se may terminate this Agreement in accordance with Section 11.4. Each
party agrees that the other party does not have an adequate remedy at law to protect its rights under this Section and agrees that the non -
defaulting party will have the right to injunctive relief from any violation or threatened violation of this Section.
6. Reculatory Restrictions. Each party warrants that it is not currently listed by a Federal agency as excluded,
debarred, or otherwise ineligible for participation in arty Federal health care program. Each party agrees that it will not employ, contract
EEC' C-I A 44 0 5 c: ) c 4.3 1
C;Wfy DocumenralConfracis2OOSICiry °MMiami Flarida - EMS 6-28-05 piggy back ofOakland.doc papa
of 12
with, or otherwise use the services of any individual whom it knows or should have known, after reasonable inquiry, (a) has been
convicted of a criminal offense related to health care (unless the individual has been reinstated to participation in Medicare and all other
Federal health care programs after being excluded because of the conviction), or (b) is currently listed by a Federal agency as excluded,
debarred, or otherwise ineligible for participation in any Federal health care program and further agrees that it will immediately notify the
other in the event that it, or any person in its employ, has been excluded, debarred, or has otherwise become ineligible for participation in
any Federal health care program. In furtherance of this requirement, each party agrees to make reasonable inquiry as to any prospective
employee, agent, or individual considered for engagement by such party as an independent contractor by reviewing the General Services
Administration's List of Parties Excluded from Federal Programs and the HHS/OIG List of Excluded Individuals/Entities and further
agrees to continue to make reasonable inquiry regarding the status of its employees and independent contractors on a regular basis.
7. Compliance Programs.
7.1 Per -Se agrees to maintain a billing regulatory compliance program similar to the Office of Inspector General's
Compliance Guidance for Third -Party Medical Billing Companies.
7.2 Per -Se agrees that it will comply with all requirements of HIPAA applicable to Per -Se on or before the respective
compliance date(s) set forth in HIPAA (the "HIPAA Compliance Dates").
7.3
as Schedule 5.
Per -Se and Client agree to abide by the terms and conditions of the "Business Associate Agreement" attached hereto
7.4 Per -Se acknowledges that Client is required by the Florida Sunshine Law and the Public Records Act to make
available for the public record any documents or reports pertaining to the emergency medical services provided by the county which are
provided to Client by Per -Se, subject to any exceptions accorded to Client under such statutes.
8. Operating Procedures. Client will be responsible for all matters related to Client's practice prior to the
Commencement Date, including, but not limited to, Client's billings, collections, third party reimbursements, accounts receivable and
refunds. Client agrees to provide or cause others to provide to Per -Se accurate and complete insurance, demographic, procedure charge,
diagnosis, and treatment -related information as required by Per -Se to perform the Services. Per -Se agrees to perform the Services in
accordance with industry practices in Client's specialty and geographic area and all material applicable laws, rules and regulations,
including applicable third -party payer policies and procedures. Client acknowledges that Per -Se has every incentive to perform the
Services in a timely and proficient manner but that the timing and amount of collections generated by the Services are subject to
numerous variables beyond the control of Per -Se, including, without limitation, (a) the inability of third parties or systems beyond the
control of Per -Se to accurately process data, (b) the transmission to Per -Se of inaccurate, incomplete or duplicate data, (c) untimely
reimbursements or payer bankruptcies, (d) late charge documentation submissions by Client, and/or (e) managed care contract disputes
between payers and Client. THEREFORE, EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT, PER -SE DISCLAIMS
ANY AND ALL WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO,
THOSE PERTAINING TO THE TIMING AND AMOUNT OF COLLECTIONS GENERATED BY THE SERVICES. Furthermore,
Per -Se assumes no responsibility with respect to any unclaimed property, including unclaimed overpayments. Client acknowledges and
agrees that Client is solely responsible for refunding any overpayments, and further agrees to hold Per -Se harmless from and against any
losses (including fines or penalties and interest) incurred by Per -Se as a result of Client's failure to make such refunds. Per -Se agrees that
in the performance of any provisions of this Agreement, not to discriminate or permit discrimination in the hiring practices of Per -Se or
in the performance of Per -Se on the basis of race, sex, religion, political affiliation or national origin. Per -Se will adhere to the equal
employment opportunity requirements and any applicable requirements established by the State of Florida or the Federal Government.
9. Audits. During the term of this Agreement, Client will have the right to engage, at its expense, independent auditors
(the "Auditors") for the purpose of performing audits that may be considered necessary by Client to determine the accuracy and
correctness of the accounting and internal control performed and maintained by Per -Se, provided, however, that such persons are not
employed by or in any manner affiliated with any entity that performs services substantially similar to any of the Services identified as
"Reimbursement Management Services" on Schedule I to this Agreement. Per -Se will cooperate by furnishing such Auditors with any
and all information as is reasonably necessary to perform and complete all audit procedures determined to be necessary by the Auditors.
Prior to performing such audits, Client will cause the Auditors to execute Per-Se's "Business Associate/Confidentiality/Non-Solicitation"
Agreement. Client agrees that any such audit will be conducted at such times and in such a manner so as to avoid undue disruption of
Per-Se's operations.
10. Non -Employment. During the term of this Agreement and for a period of twelve (12) months following the
termination of this Agreement, each party agrees not to employ or contract with for services, directly or indirectly, or through any third -
party rendering services on behalf of such party, any individual who was an employee of the other or its parent, affiliates or subsidiaries
at any time during the preceding twelve (12) months, without the prior written consent of the other party. Notwithstanding the foregoing,
upon any termination of this Agreement, Client may rehire any individual who was employed by Client on the Effective Date, and who
was hired by Per -Se on or after such date. Each party agrees that the other party does not have an adequate remedy at law to protect its
rights under this Section and agrees that the non -defaulting party will have the right to injunctive relief from any violation or threatened
violation of this Section.
C: Wfy DocummistCmrtraels2005100, of Miami Florida - EMS 6.28-03 piggy back of Oakland.doc Page 2
of 12
I I. Termination. Notwithstanding the provisions of Section 3:
11.1 Either party may terminate this Agreement on ninety (90) days' written notice of termination to the other if the other
party defaults on any of its obligations under this Agreement (other than Client's payment obligations) and such party has not begun to
cure such default within thirty (30) days after written notice of such default is delivered; and
11.2 Either party may terminate this Agreement on ninety (90) days' written notice of termination to the other if (a) a
court having appropriate jurisdiction enters a decree or order for relief in respect of the other party in an involuntary case under any
applicable bankruptcy, insolvency or other similar law now or hereafter in effect; or (b) the other party commences a voluntary case
under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect; and
11.3 Per -Se may terminate this Agreement immediately if Client defaults on its payment obligations under Section 4 and
Schedule 2 and such payment default is not cured within ten (10) days after Per -Se delivers written notice of such default to Client; and
11.4 Per -Se may terminate this Agreement on the tenth (10`h) business day after presenting the documentation required
pursuant to Section 5 of this Agreement to Client if Client fails to complete such documentation during such time; and
11.5 Client may terminate this Agreement immediately if Per -Se fails to cure any material breach of the "HIPAA Privacy
Provisions" set forth on Schedule 5 to this Agreement within thirty (30) days of written notice from Client specifying the breach.
12. Termination Procedures. In the event this Agreement is terminated, for whatever reason, Client hereby requests
that Per -Se return to Client all materials provided to Per -Se by Client for the provision of the Services hereunder, and shall choose either
the option set forth in Section 12.1 or the option set forth in Section 12.2 as a means of transferring its accounts receivable from Per -Se
to another provider of billing services (unless this Agreement is terminated by Per -Se pursuant to Section 11.3, in which case only the
procedures set forth in Section 12.2 will apply):
12.1 Upon the effective date of termination, Per -Se shall cease to enter new patient and charge data into its computer
system ("Computer System") on behalf of Client, but will (i) continue to perform the Services identified as "Reimbursement
Management Services" on Schedule 1 to this Agreement, at the then -current rates hereunder, for a period of ninety (90) days with respect
to all of Client's accounts receivable arising from charges for clinical procedures rendered prior to the termination date (the "Workout
Period"), (ii) thereafter discontinue processing such accounts receivable, (iii) deliver to Client, after full payment of all fees owed, a final
list of accounts receivable, (iv) provide reasonable transitional services, as set forth on Schedule 4 to this Agreement, and (v) have no
further obligations to Client. Client may negotiate with Per -Se for additional transitional services to be provided by Per -Se after the
Workout Period at Client's additional expense. The parties agree that all applicable terms and conditions of this Agreement will be in
full force and effect until the end of the Workout Period; or
12.2 (a) For Client's accounts receivable for which Per -Se receives a Monthly Fee based on a percentage of the Net
Collections, on or before the effective date of termination Client shall pay Per -Se a one-time fee for the Services provided by Per -Se
during the immediately preceding months equal to the amount listed on Schedule 2 to this Agreement (the "Services Rendered Fee").
Upon the effective date of termination, Per -Se shall (i) be immediately relieved of the obligation to provide any further Services on
behalf of Client, (ii) deliver to Client, after full payment of all fees owed, including but not limited to the Services Rendered Fee, a final
list of accounts receivable, (iii) provide reasonable transitional services, as set forth on Schedule 4 to this Agreement, and (iv) have no
further obligations to Client. Client may negotiate with Per -Se for additional transitional services to be provided by Per -Se after the date
of termination at Client's additional expense. The Services Rendered Fee is in no way is intended to limit the rights and remedies Per -Se
may have against Client arising out of any breach of this Agreement; and/or
(b) For Client's accounts receivable for which Per -Se receives a Monthly Fee based on a set dollar amount per
transaction, upon the effective date of termination, Per -Se shall (i) be immediately relieved of the obligation to provide any further
Services on behalf of Client, (ii) deliver to Client, after full payment of all fees owed, a final list of accounts receivable and all documents
and materials provided to Per -Se by Client for the performance of the Services, (iii) provide reasonable transitional services, as set forth
on Schedule 4 to this Agreement, and (iv) have no further obligations to Client. Client may negotiate with Per -Se for additional
transitional services to be provided by Per -Se after the date of termination at Client's additional expense.
13. Liquidated Damages; Claims Period. In the event of error or omission in the performance of the Services due
solely to the action or failure to act of Per -Se, Per -Se will re -perform the Services at no additional cost to Client. Client acknowledges
that Client shall be responsible for the codes assigned to patient charts (if assigned by someone other than Per -Se), including, but not
limited to, the accuracy, legality and appropriateness of such codes; the accuracy of fee schedules; and the accuracy of all other data
provided to Per -Se for use in the provision of the Services. Per -Se shall have no liability for the (a) inability of third parties or systems
beyond the control of Per -Se to accurately process data, or (b) transmission to Per -Se of inaccurate, incomplete or duplicate data. In all
other circumstances, it is expressly understood and agreed that Per-Se's liability for any loss or damage arising from any cause
whatsoever under this Agreement, to the extent that such loss or damage is caused by Per -Se, shall be limited to the sum of the Monthly
Fee payable by Client to Per -Se for the Services for the month when the act or omission that gave rise to the loss or damage first occurred
and the Monthly Fees for the two (2) months prior to that month; provided, however, that Per-Se's aggregate liability under this
Agreement shall not exceed the Monthly Fees paid by Client to Per -Se during the term of this Agreement. No proceeding or action
C: LNy DacumantslConfracts200SICify of Miami Florida - EMS 6-28-0S piggy back ojOaklanddac
of12
Pogo S
arising out of this Agreement may be brought by either party more than twelve (12) months after the cause of action has arisen.
Notwithstanding the foregoing, the liquidated damages and claims period set forth above shall not apply to any civil monetary fine or
penalty and interest assessed against Client by Medicare, Medicaid or other third -party health insurance provider arising out of the sole
negligence or willful misconduct of Per -Se in the performance of its Services hereunder. Neither party shall in any event be liable to the
other for any indirect, special, incidental, consequential or similar losses or damages suffered by such party or any third party.
14. Notice. Any notice, payment, demand or communication required or permitted to be given by the provisions of this
Agreement will be effective on the date of receipt if sent or delivered by certified/return receipt mail or by national overnight delivery
service to PST Services, Inc., 1145 Sanctuary Parkway, Suite 200, Alpharetta, Georgia 30004, Attention: President, if to Per -Se; and City
of Miami, Emergency Medical Services, 444 S.W. 2"d Avenue, 10'h Floor, Miami, Florida 33130, Attention: Mr. Joe Arriola, City
Manager, if to Client, or at such other address(es) or to the attention of such other persons as the parties may from time to time designate
in writing by notice as set forth above.
15. Force Maieure. Neither party shall be liable for any failure or delay in performing its obligations under this
Agreement (other than Client's payment obligations under Section 4 and Schedule 2 of the Agreement) due in whole or in material part
to any cause beyond its sole control, including but not limited to fire, accident, labor dispute or unrest, flood, riot, war, rebellion,
insurrection, sabotage, terrorism, transportation delays, shortage of raw materials, energy or machinery, acts of God or of the civil or
military authorities of a state or nation, or the inability, due to the aforementioned causes, to obtain necessary labor or facilities.
16. Waiver, The failure of either party to enforce any term or condition of this Agreement shall not be construed as a
waiver by such party of such term or condition, nor shall a waiver of any breach of a term or condition of this Agreement on any one
occasion constitute a waiver of any subsequent breach of the same or similar term or condition.
17. Assignment. Neither party may assign this Agreement without the prior written consent of the other, which consent
shall not be unreasonably withheld; provided, however, that each party hereby consents to any assignment to any successor of the other
due to acquisition, merger, consolidation or reorganization, provided that any such assignment shall not alter the terms of the Agreement
without the written consent of the non -assigning party; and each party further agrees to cause any successor of the other due to
acquisition, merger, consolidation or reorganization to agree to the assignment of this Agreement to such successor, provided that any
such assignment shall not alter the terms of the Agreement without the written consent of the non -assigning party.
18. Arbitration. If a dispute, controversy or claim concerning this Agreement cannot be satisfactorily resolved by the
parties, such dispute will be settled by binding arbitration to be conducted within the metropolitan area in which the Services were
performed, in accordance with the Rules of the American Arbitration Association. Each party shall select one (1) arbitrator and the two
(2) arbitrators shall select a third (3'd) arbitrator and give notice of the selection to Client and to Per -Se. Each arbitrator selected shall be
knowledgeable of healthcare accounts receivable issues. Each party shall pay the fees and expenses of the arbitrator it selects and the
parties will share equally the fees and expenses of the third arbitrator selected and those of the American Arbitration Association. The
arbitration hearing shall be held within one hundred twenty (120) days of selection of the arbitrators or within such other time period
mutually agreed -upon by the parties. Judgment upon the award rendered by the arbitrators may be entered in any court having
jurisdiction thereof.
19. Indemnification.
19.1 Per -Se shall indemnify and hold Client harmless from any civil monetary fines or penalties and interest assessed
against Client or its physician-employee/member by Medicare, Medicaid or other third -party health insurance providers to the extent that
such fines or penalties and interest are caused by the gross negligence or willful misconduct of Per -Se or its employees in the course of
rendering the Services. Client hereby warrants and guarantees that the information furnished to Per -Se pursuant to its obligations under
this Agreement, including but not limited to all demographic and procedure charge information, shall be accurate. Therefore, Per -Se
shall have no obligation to indemnify or hold Client harmless in the event of error in, or omission of such information.
19.2 To the extent permitted by law, Client shall indemnify and hold Per-Sc harmless from any civil monctary fines or
penalties and interest assessed against Per -Se, its officers, directors, agents and employees by Medicare, Medicaid or other third -party
health insurance providers to the extent that such fine or penalties and interest are caused by the gross negligence or willful misconduct
of Client or its physician-employees/members in performing its obligations under this Agreement.
20. Insurance. Per -Se currently maintains professional liability and errors and omissions insurance and agrees to
maintain such coverages during the terms of this Agreement.
21. Miscellaneous. This Agreement contains the entire agreement of the parties relative to the Services to be provided to
Client and no representations, inducements, promises or agreements, oral or otherwise, between the parties not embodied in this
Agreement will be of any force or effect. This Agreement specifically supersedes any prior written or oral agreements, understandings,
negotiations and proposals between the parties relating to the provision of the Services. Nothing expressed or implied in this Agreement
is intended, or shall be construed, to confer upon or give any person, firm or corporation other than the parties hereto, and their
successors or assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement, or result in such person, firm
or corporation being deemed a third party beneficiary of this Agreement. Any amendments or changes to this Agreement will be in
C:Vdy Dacameair1Caatract$2OO5ICity of Miami Florida - EMS 6.2845 piggy back of Oakland dot
.✓ n
Page 4
writing and will not be effective until executed by authorized representatives of both parties. Per -Se and Client acknowledge that they
are duly authorized by appropriate corporate action to enter into this Agreement, and that this Agreement is being signed by duly
authorized agents.
CITY OF MIAMI PST SERVICES, INC.
By: By:
Print Name: Print Name:
Title: Title:
Date: Date:
C:'My DacumenfslConfracrs7007YCiry of Miami Florida - FMS 6.28.05 piggy back of Oakland, doc
...: r,
Page 5
SCHEDULE 1
SCOPE OF SERVICES
Per -Se Reimbursement Mannement Services:
(a) Enter demographic information and coding information onto the Per -Se Computer System.
(b) Handle all accounts in accordance with standard accounting principles and all applicable laws.
(c) Bill managed care accounts in accordance with the terms of Client's executed contracts. If no contract exists, bill
such accounts in accordance with the rules of the state in which care was provided or, if no state rules apply, in
accordance with Per-Se's normal business procedures.
(d) Provide electronic transfer of demographic data from Client.
(e) Code each patient chart, on the basis of the information provided by Client, including ICD-9 . Review level of
service provided by the Client and convert to a CPT code
(f) Provide electronic filing with Medicare, Medicaid and Blue Shield, and other third -party payers, where applicable,
(g) Provide electronic filing with all major insurance carriers through the Per -Se Exchange or other claims clearinghouse,
where applicable.
(h) Provide electronic remittance from Medicare and all other carriers, where applicable.
(i) Mail Patient Statements/Notices/third-party pre -collection letters (if applicable).
(j) Provide a toll -free "800" phone number to answer phone inquiries concerning patient account information,
(k) Respond to inquiries received by mail from patients and/or third -party payers.
(l) Receive all payment and reimbursement notices from Client and post payments to the appropriate patient account.
(m) Provide customized statements in Client's name.
(n) File primary, secondary and tertiary insurance for patients and resubmit rejections and no action accounts.
(o) Back-up data off Computer System every night and store back-up tapes off -site.
(p) Adapt to all government and third -party payer policy changes.
(q) Provide monthly management reporting to include:
Total Credits for the month.
charge and payment analysis total and by pay class
location productivity profile and summary
aging payment report
general accounts receivable summary
Ad -hoc reports, containing information applicable to Client's practice only (such ad -hoc reports may be
subject to an additional fee).
(r) Follow up on delinquent insurance accounts.
(s) Maintain Computer System with Computer System generated operational reports.
(t) If Client requests Per -Se to forward its unpaid billings to a collection agency, Per -Se will transmit the information
required by the collection agency chosen by Client either by hard copy or electronically, in a mutually acceptable
format, as requested by such collection agency, pursuant to instructions provided to Per -Se by Client.
(u) Notify Client in writing of the monthly refund amount owed by Client for theprevious month.
(v) Refer all complaints concerning Client to Client and the Office of the City Manager for action as required.
I1, Client_ Responsibilities:
(a) Work with Per -Se to develop efficient processes which minimize disruption of Client's business;
(b) On a timely basis and in a mutually acceptable format, provide the information necessary for Per -Se to perform the
Services in an efficient manner. Such information should include:
(1) patient's name, sex, date of birth, status (single, married, other)
(2) responsible party's name, address, telephone number, employer
(3) insured's name (if different from patient), sex, date of birth, address, relationship to patient, insured's
employer (if group policy), insured's employer's address
(4) name of insurance company, address, policy certificate number, group policy number
(5) all applicable charge documents, to include level of service provided (bls, alsl, als2, set, etc), and the EMS
transport mileage.
(6) copy of release of information and insurance assignment of benefits, upon request by Per -Se
(7) HMO/PPO authorization numbers approvals (if applicable)
(8) date of service, chief' complaint, medical history and exam, treatment, final diagnosis and EMS notes,
medications given.
(c) Furnish and/or cause to be transmitted and mailed to Per -Se, no less than every other business day and within three
business days of service, the EMS charge ticket for each patient for whom Per -Se provides the Services.
(d) Work with Per -Se to establish electronic transmission of patients' demographic and financial information.
(e) Provide access to one (1) or more members of Client's staff to answer questions regarding claims.
(t) Notify Per -Se of patients who qualify for free or reduced charge services due to financial hardship.
(g) Send copies of workers' compensation notification of compensable injury forms.
C:1My Dacume uslCanrracwJOO5hCiy ()Afford Florida - EMS 6-28-O5 piggy back of Ookland.doc
Pop 6
(h) Provide Per -Se with Client's fee schedule for entry onto Per-Se's Computer System prior to the Commencement Date
of this Agreement. Per -Se will continue to update such fee schedule upon written notification to Per -Se of any
change to such fee schedule by Client,
(i) Facilitate Hospital's report distribution of unallocated and/or unidentified funds or receipts, if applicable.
(j) Provide Per -Se with copies of contracted agreements with managed care plans, including the negotiated fee
schedules. (If applicable).
(k) If Client requests Per -Se to forward its unpaid billings to a collection agency, Client shall: (1) provide Per -Se with
written notice of the name and address of the collection agency chosen by Client (any contract for the provision of
collection services for Client's unpaid billings shall be between Client and the collection agency chosen by Client);
(2) provide Per -Se with written instructions on which unpaid billings shall be forwarded to such collection agency;
and (3) if applicable, provide Per -Se with written authorization to execute documents presented to Per -Se and
considered necessary for the collection of Client's unpaid billings by such collection agency on Client's behalf in
accordance with the written instructions of Client. Client acknowledges and agrees that Client is solely responsible
for the unpaid billings placed with such collection agency and further agrees to hold Per -Se harmless from and
against any fines or penalties incurred as a result of the placement of such unpaid billings with such collection
agency.
(I) Process refund payments due by Client to individual patients and/or carriers within thirty (30) days of Client's receipt
of written notification of such refunds from Per -Se.
(m) If Client is deemed to be a "Staffing Organization" by the Centers for Medicare and Medicaid Services ("CMS"), and
does not qualify to enroll under Medicare, then, unless and until a physician under contract to Client becomes an
employee of Client, Client agrees to cause such physician to enter into an agreement for the performance of billing
and accounts receivable management services with Per -Se with respect to such physician's accounts receivable. Per -
Se agrees to abide by the terms of any remittance agreement or lockbox agreement entered into by such physician and
any third party depository. Client agrees that all payments originated by reasons of billings made for reimbursement
from the Medicare program (or any other payer, as required by law or contract) on behalf of such physician by Per -Se
shall be deposited into the account designated by such physician, that such physician shall maintain sole control of
the account, and that Per -Se shall act under payment disposition instructions which such physician may modify or
revoke at any time. Per -Se shall make any accounting records that become available to Per -Se relating to such
physician available to Client upon such physician's authorization.
(n) Provide Per -Se with all payment and reimbursement notices received by Client for Client's accounts receivable
processed by Per -Se no less than weekly, or as otherwise agreed -upon by the parties.
C: Vily DocMee ntslCanvae1s20054C1y ofMiam1 Florida - F.MS 6.28-05 piggy back of Oakiand.doc
of 12
Page 7
SCHEDULE 2
SERVICE FEES
A. Beginning as of the Commencement Date, Client agrees to pay Per -Se the Monthly Fee, billable on the first day of each month,
as set forth below:
an amount equal to six percent (6.0%) of the Net Collections made by or through Per -Se on Client's accounts receivable during
the previous month; and
(ii) notwithstanding any term or condition of the Agreement to the contrary, Per-Se's fee for the provision of Services with respect
to those of Client's charges for which reimbursement from the Medicaid program is sought by Per -Se on Client's behalf, will
be equal to seven dollars and fifty cents ($7.50) per patient encounter, regardless of the amount of the charges associated with
any such encounter and the amount of reimbursement, if any, to Client from the Medicaid program with respect to such
charges.
Net Collections means the total sum of all monies collected by or through Per -Se for all clinical services rendered by Client, less amounts
refunded or credited to a patient or third party payer as a result of overpayments, erroneous payments or bad checks. When unpaid
billings are referred to a collection agency or law firm, the amount of Net Collections will include the net amount received by Client
through the efforts of the collection agency or law firm after deducting the collection agency or law firm fee. The selection of a
collection agency or law firm is the responsihility of Client, and Client agrees to pay directly any collection agency or law firm
commissions and/or fees and costs.
B. Invoicing, Payment and Fee Change. Beginning as of the Commencement Date, Client agrees to pay the Monthly Fee and all
other charges set forth above within thirty (30) days of its receipt of each invoice from Per -Se. Late payments by Client will result in a
late payment charge equal to the lesser of one and one-half percent (1.5%) per month or the maximum monthly rate allowed by
applicable law. In addition to the foregoing and without waiver of its rights under Section 11.3 of the Agreement, Per -Se may suspend
the performance of the Services hereunder during any period in which invoices are past due without incurring any liability to Client.
Neither party will request a change in the Monthly Fee during the Initial Term. After the Initial Term, either party may request a change
in the Monthly Fee in the event of a material change in legislation, Client's business or other market conditions which results in a
material change in either the cost associated with Per-Se's provision of the Services or Per-Se's anticipated revenues under this
Agreement. Per -Se may request a change in the Monthly Fee in the event (i) Client fails to disclose to Per -Se, at or prior to the time this
Agreement is executed, information relating to Client's practice, which information, if disclosed, would have led Per -Se to propose a
higher Monthly Fee or (ii) any of the information provided by Client to Per -Se upon which the assumptions set forth on Schedule 3 to
this Agreement are based is or becomes inaccurate. Per -Se may also request an increase in the Monthly Fee annually on the anniversary
of the Commencement Date of this Agreement by an amount equal to the percentage change in the Consumer Price Index for All Urban
Consumers for the United States, published by the United States Department of Labor, Bureau of Statistics (the "Index") for the previous
year. If the Index is discontinued or revised during the term of this Agreement, such other governmental index or computation with
which it is replaced shall be used in order to obtain substantially the same result as would be obtained if the Index had not been
discontinued or replaced. In the event either party requests a change in the Monthly Fee, the requesting party will provide the non -
requesting party with ninety (90) days' prior written notice (the "Notice Period") of the requested change (the "Notice") and such fee
change will be effective at the end of the Notice Period. If the non -requesting party provides the requesting party written notice during
any such Notice Period that any such fee change request is unacceptable to the non -requesting party, the Agreement will terminate at the
end of the Notice Period and the Monthly Fee in place at that time will remain in effect until the end of the Workout Period, if any. The
foregoing notwithstanding, if Client requests Per -Se in writing to continue to provide the Services past the Notice Period, then the
Agreement will not terminate at the end of the Notice Period, but will continue in effect until such later date as Client requests. In such
event, the Monthly Fee in effect beyond the end of the Notice Period (and until the end of the Workout Period, if any) will be either (i)
the Monthly Fee in effect at the end of the Notice Period, if Client requested the fee change, or (ii) the fee proposed in the Notice, if Per -
Se requested the fee change.
(i)
C. Additional Fees:
Services Rendered Fee: In the event of termination of this Agreement, for any reason, and the option set forth in Section 12.2
is the procedure for transferring Client's accounts receivable to another entity pursuant to such termination, for Client's accounts
receivable for which Client pays Per -Se a Monthly Fee based on a percentage of the Net Collections, the Services Rendered Fee shall be
equal to one-half of the monthly fee percentage provided for on Schedule 2 to this Agreement multiplied by the aggregate outstanding
accounts receivable as of the effective date of such termination, multiplied by the "Historical Gross Collection Percentage" for the six (6)
months immediately preceding the effective date of such termination. No Services Rendered Fee shall apply for Client's accounts
receivable for which Client pays Per -Se a Monthly Fee based on a set dollar amount per transaction. "Historical Gross Collection
Percentage" is defined as an amount equal to the gross collections of Client for the six (6) months immediately preceding the effective
date of termination divided by the gross charges of Client for such period.
C;1My DocamenrelConlrac(X2OOSIClry of Miami Florida - EMS 648-0S piggy back of Oaklartddac Page 8
SCHEDULE 3
PRACTICE ASSUMPTIONS
The following assumptions are based on information Client has provided to Per -Se. Based on these assumptions, Per -Se has determined
the collectability of Client's accounts receivable and has derived the schedule of Monthly Fees set forth in Schedule 2 of the foregoing
Agreement.
1. Average gross charges per month: $1,180,000
2. Payer mix:
Self Pay 65%
Medicare 13%
Medicaid 13%
Commercial 2%
PPO 1%
Managed Care/HMO 6%
Total 100.0%
3. Average Net Collections per month: $420,000.00
4. Average number of procedures per month: 8300
5. Average number of encounters per month: 2600
C.4kfyDocimaalslCoalracls2005I00 of Atom' Florida - EMS 6-28-O3 piggy back ofQaklaad doc
Page 9
SCHEDULE 4
TRANSITION SPECIFICS
Upon termination of this Agreement for any reason, Per -Se agrees to provide the following assistance to Client or Client's designated
agent:
FORMAT
• ASCII Format with delimiters identified
MEDIA
• direct electronic transfer or CD
FILE LAYOUT
• All fields identified with field length, optional field and description
FILE CODES - Include printed lists of file codes for the following fields, if applicable:
• Insurance company codes
• Procedure codes
• Diagnosis codes
• Referral physician codes
• Place of service codes
• Type of service codes
• Payment, adjustment and transfer codes
• Pay class codes
• Bill type codes
• Patient type codes
• Employer codes
• Marital status codes
• Relationship codes
• Location codes
• Physician codes
DIALOGUE
• Programming contact to review files and to answer general questions
TESTING
A sample tape/CD with 100 patients to include:
• Demographics
• Insurance
• Charges
• Payments
FINAL TAPE - A final data tape(s)/CD with all patient accounts remaining on Per-Se's Computer System to include:
• Demographics
• Insurance
• Charges
• Payments
C: Vvfy DocumealslConfrac#7005YCi0, of Miami Florida - EMS 6-28-OS piggy back of Oakland.doc
Page
SCHEDULE 5
BUSINESS ASSOCIATE AGREEMENT
PST Services, Inc. ("Per -Se") will receive from ("Client") protected health information ("PHI") as defined in the regulations promulgated
under the Health Insurance Portability and Accountability Act of 1996 (the "HIPAA Privacy Rule") to perform certain practice
management services ("Services") for Client under the terms of a services agreement with such Client (the "Agreement"). Therefore, the
parties agree to the terms and conditions of this Business Associate Agreement (the "Business Associate Agreement") as follows:
A. PHI shall be safeguarded as follows:
(a) Disclosure. Per -Se will not use and/or disclose PHI except (1) as necessary to provide the Services described in the
Agreement; (2) as otherwise permitted or required by this Business Associate Agreement or as required by law; (3) for the proper
management and administration of its business; and (4) to de -identify information and perform data aggregation as defined by the HIPAA
Privacy Rule. Information that has been de -identified and the results of data aggregation performed by Per -Se together with any
compilations, abstracts, summaries, studies or other information derived from such de -identified information or data aggregation shall be
the sole and exclusive property of Per -Se. Client shall not be entitled to any revenue, royalties, or other compensation resulting from de -
identified information and the results of data aggregation performed by Per -Se or any data or information derived from such de -identified
information or data aggregation.
(b) Safeguards. Per -Se agrees to implement appropriate safeguards to prevent the use or disclosure of PHI, except as
required to perform the Services, or as otherwise required by the Business Associate Agreement or as required by law.
(c) Reporting. Per -Se will report to Client any use or disclosure of PHI of which it becomes aware that is not provided
for in the Business Associate Agreement or that is in violation of the HIPAA Privacy Rule and any applicable laws, rules or regulations,
by Per -Se, its directors, officers, employees, contractors or agents.
(d) Agents. Per -Se will require its agents, including subcontractors, to whom Per -Se provides PHI pursuant to the
Agreement, to agree to the same restrictions and conditions of this Business Associate Agreement concerning PHI.
(e) Access. If applicable, upon Client's written request and within a reasonable time, Per -Se will provide Client access
to PHI in a Designated Record Set. If an individual requests access to his/her PHI directly from Per -Se, Per -Se will forward such request
to Client, and Client will instruct Per -Se in writing to disclose the PHI to the individual to meet the requirements under 45 CFR
§ 164.524. Any disclosure of, or decision not to disclose, the PHI will be the sole responsibility of Client.
(f) Amendment. If applicable, upon Client's written request and within a reasonable time, Per -Se will make PHI in a
Designated Record Set relating to a patient available to Client for amendment and incorporate any amendments or corrections to PHI
pursuant to 45 CFR § 164.526.
(g) Accounting. Upon Client's written request and within a reasonable time, if Client requests an accounting of
disclosures of PHI regarding an individual made during the six (6) years prior to such request, Per -Se will make available to Client such
information in Per-Se's possession at that time to make the accounting required by 45 C.F.R. § 164.528, and Per -Se agrees to implement
an appropriate record -keeping process to comply with the accounting and documentation of disclosure requirements under 45 CFR §
I64.528.
(h) Audit of Internal Practices. Per -Se agrees to make its internal practices, books and records relating to the use and
disclosure of PHI received from, or created or received by Per -Se on behalf of Client available to the Secretary of the Department of
Health and Human Services to determine Client's compliance with the HIPAA Privacy Rule.
(i) Termination. If Per -Se fails to cure any material breach of this Business Associate Agreement, within thirty (30)/
days of receipt of written notice from Client specifying default by Per -Se, Client may terminate this Business Associate Agreement and
the Agreement immediately. Upon termination of this Business Associate Agreement and the Agreement for any reason, if feasible, all
PHI still maintained by Per -Se shall be returned to Client or destroyed by Per -Se. If return or destruction of PHI is not feasible, the
protections of this Business Associate Agreement shall extend to any PHI retained by Per -Se, and Per -Se agrees to limit further uses and
disclosures of such PHI to purposes and activities, such as financial or legal auditing or reporting, where Per -Se has a need or duty to use
or disclose the PHI, and for other purposes and activities, such as maintenance or use of systems or databases.
B. The terms of the HIPAA Privacy Rule and all terms of this Business Associate Agreement (including all amendments)
pertaining to the use and disclosure of PHI shall be effective as of the compliance date(s) of the HIPAA Privacy Rule. If there are
revisions to the HIPAA Privacy Rule, the parties agree to negotiate in good faith to incorporate such revisions in this Business Associate
Agreement.
C. In the event of inconsistency between the provisions of this Business Associate Agreement and mandatory provisions of the
HIPAA Privacy Rule, as amended, or their interpretation by any court or regulatory agency with authority over either party hereto, the
C•1My DocumenrslConlracrs20051Cily of Miami Florida - EMS 6.28-05 piggy back a/Oaklane/ doe
Page 11 of12
HIPAA Privacy Rule, as interpreted by such court or agency, shall control. Where the provisions of this Business Associate Agreement
are different from those mandated in the HIPAA Privacy Rule, but are nonetheless permitted by such rules as interpreted by courts or
agencies, the provisions of this Business Associate Agreement shall control.
CAMy DocvmenulConfrocu2OO51Ciiy ofMlomi Florida • EMS 6.28-03 piggy back of Oakland.doc
Pao 12of12