HomeMy Public PortalAbout2006-37 Approving Agreement with PST Services, IncRESOLUTION NO. 2006-37
A RESOLUTION OF THE VILLAGE COUNCIL OF THE
VILLAGE OF KEY BISCAYNE, FLORIDA, APPROVING
PROFESSIONAL SERVICES AGREEMENT BETWEEN THE
VILLAGE AND PST SERVICES, INC., DOING BUSINESS AS
PER -SE TECHNOLOGIES, FOR BILLING AND ACCOUNT
MANAGEMENT SERVICES REQUIRED BY THE VILLAGE
FOR THE VILLAGE'S FIRE RESCUE TRANSPORT FEES;
AUTHORIZING VILLAGE MANAGER TO EXECUTE AND
IMPLEMENT THE AGREEMENT; PROVIDING FOR
EFFECTIVE DATE.
WHEREAS, the Village Council finds, upon recommendation of the Village Manager, that
it is in the best interest of the Village to utilize the professional services of PST Services, Inc., doing
business as Per -Se Technologies (the "Contractor"), for assistance to the Village in billing and
account management for the proposed Fire Rescue Transport fees (the "Fees") of the Village; and
WHEREAS, it is intended that such Fees collected by the Village shall be able to be
earmarked to assist in the Village's support of the employer contribution to the Fire Rescue -Police
Pension Plan of the Village; and
WHEREAS, the Village Council finds that approval of the Agreement between the Village
and Contractor is in the best interest of the Village.
NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE
VILLAGE OF KEY BISCAYNE, FLORIDA, AS FOLLOWS:
Section 1. Recital Adopted. That each of the above stated recitals is hereby adopted and
confirmed.
Section 2. Agreement Approved. That the Professional Services Agreement, in
substantially the form attached hereto, is hereby approved, and the Village Manager is authorized
to execute the Agreement, on behalf of the Village, once approved as to form and legal sufficiency
by the Village Attorney. This approval is subject to all funds received by the Village being
designated and used for funding or supplementing the Village's contribution to the Village's Police
Officers and Firefighters Retirement Plan.
Section 3. Implementation. That the Village Manager is hereby authorized to take any
action which is necessary to implement the Agreement and this resolution.
Section 4. Effective Date. That this resolution shall be effective immediately upon
adoption hereof.
PASSED AND ADOPTED this 5th day of September , 2006.
4-0 Cdt4L-
MAYOR ROBERT OLDAKOWSKI
AT
)1-07a.)e
CONCHITA H. ALVAREZ, CMC, VILLAGE CLERK
APPROVED AS T • FORM AND LEGAL SUFFICIENC
VILLAGE A
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Per -S�.
TECHNOLOGIES
Your Health Is The Bottom Line
PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT (this "Agreement") is made and entered into by and between PST Services, Inc. d/b/a Per -Se Technologies, a
Georgia corporation ("Per -Se") authorized to do business in Florida, and Village of Key Biscayne, a municipal corporation organized under
the laws of the State of Florida ("Client"), as of August 26, 2006 (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 practice management
services as tailored to Client's municipal government activities as a provider of Fire Rescue Transport Services and as set forth on Schedule 1
to this Agreement (the "Services"). Client shall, on a timely basis and in a format reasonably acceptable to Per -Se, provide the information
set forth on Schedule 1 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 lockbox and bank account will be maintained in the name of Client at a bank designated by Client.
All cash receipts will be deposited into the lockbox and/or bank account by Per -Se and all payments will be directed to the lockbox. Per -Se
will have no ownership rights in the lockbox or 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 lockbox and/or bank account. Client reserves the right to modify or
revoke such arrangements at any time.
3. Term. The term of this Agreement will be one (1) year (the "Term") beginning October 1, 2006 (the "Commencement
Date"). The parties may mutually agree in writing to any renewal terms.
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 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. 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. Regulatory Restrictions. Each party warrants that it is not currently listed by a Federal agency as excluded, debarred, or
otherwise ineligible for participation in any Federal health care program. Each party agrees that it will not employ, contract 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
?arties 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.
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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 Per -Se and Client agree to abide by the terms and conditions of the "Business Associate Agreement" attached hereto as
Schedule 5.
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, transport 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, to the extent allowed by the express monetary limits stated in Florida
Statutes, Title XLV, Chapter 768, Section 768.28 (5), 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.
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 1 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.
11. 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 and materially cured within sixty (60) 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 (10th) 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 "Business Associate
Agreement" set forth on Schedule 5 to this Agreement within thirty (30) days of written notice from Client specifying the breach; and
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11.6 Client may terminate this Agreement at its sole discretion upon ninety (90) days' advance written notice in the event that
the Key Biscayne Village Council elects to discontinue collection of Fire Rescue Transport fees, such termination to be effective upon the
last day that the Fire Rescue Transport fees are collected.
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 transport services 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, (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; Indemnification. 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 transport 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 incurred by Client 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 arising
out of this Agreement may be brought by either party against the other 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.
Per -Se shall indemnify and hold Client harmless from any civil monetary fines or penalties and interest (but not overpayments) assessed
against Client by Medicare, Medicaid or other third -party health insurance providers to the extent that such fines or penalties and interest are
caused by the sole negligence or willful misconduct of Per -Se or its employees in the course of rendering the Services. Client hereby
warrants that the information furnished to Per -Se pursuant to its obligations under this Agreement, including but not limited to all
demographic and transport 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. Client shall indemnify and hold Per -Se harmless from any civil monetary
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 sole negligence or willful misconduct
of Client in performing its obligations under this Agreement, subject to the express monetary limits stated in Florida Statutes, Title XLV,
Chapter 768, Section 768.28 (5).
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
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to PST Services, Inc., 1145 Sanctuary Parkway, Suite 200, Alpharetta, Georgia 30004, Attention: President, if to Per -Se; and Village of Key
Biscayne, 560 Crandon Boulevard, Key Biscayne, Florida 33149, Attention: Lt. Marco Delgado, EMS Coordinator, 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 Majeure. 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 such party 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 Miami, Florida metropolitan area, in accordance with
the Commercial Arbitration Rules of the American Arbitration Association ("AAA"), except that, in the event of a conflict between this
Agreement and the AAA rules, the provisions of this Agreement will control. Each party shall select one (1) arbitrator and the two (2)
arbitrators shall select a third (3rd) arbitrator and give notice of the selection to Client and to Per -Se. Each arbitrator selected shall be
knowledgeable about 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 AAA. 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.
Following the arbitration hearing, the arbitrators shall issue a written decision which summarizes the reasoning for their decision and the
legal basis for any award. The arbitrators may not require one (1) party to pay the other party's costs, fees, attorneys' fees or expenses.
Judgment upon the award rendered by the arbitrators may be entered in any court_in Miami -Dade County, Florida having jurisdiction thereof.
19. Insurance. Per -Se shall provide to Client satisfactory evidence of comprehensive general liability insurance and
professional liability insurance in an amount of at least $500,000.00 single limit coverage for bodily injury and property damage, with Client
named as additional insured on the comprehensive general liability insurance.
20. Miscellaneous.
20.1 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 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.
20.2 Per -Se warrants that it has not employed or retained any company or person, other than a bona fide employee working solely
for Per Se, to solicit or secure this Agreement, and that it has not paid or agreed to pay any person(s), company, corporation, individual or firm,
other than a bona fide employee working solely for Per Se any fee, commission, percentage, gift, or any other consideration, contingent upon or
resulting from the award or making of this Agreement.
20.3 Per -Se hereby warrants and represents that at all times during the term of this Agreement it shall maintain in good standing all
required licenses, certifications and permits required under Federal, State and local laws applicable to and necessary to perform the Services for
Client as an independent contractor of the Client, and in force at the time services are performed.
20.4 This Agreement shall be construed in accordance with the laws of the State of Florida. Venue for any litigation hereunder
shall be in Miami -Dade County, Florida. The parties voluntarily waive the right to any trial by jury in any litigation which in any way arises
hereunder between the parties.
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20.5 This Agreement shall not be effective until the Village's Fire Rescue Transport Fees which were adopted by Village
Ordinance No. 2005-12 are approved by the Board of County Commissioners of Miami -Dade County, Florida to the extent such approval is
required by Chapter 4 of the_County Code.
VILLAGE OF KEY BISCAYNE (CLIENT)
By:
/Pri , Name:
Title:
Date:
Approved as to Form and Legal Sufficiency for Use and
Reliance of the VILLAGE OF KEY BISCAYNE only:
Village Attorney
PST SERVICES, INC. (PER -SE)
By:
Print Name: �ct' 1,i.c,k'J . LwYl. ( c�
Title: ✓t(- pk (�5 ( 4 114-4101-3
Date:
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SCHEDULE 1
SCOPE OF SERVICES
Per -Se Reimbursement Management Services:
(a) Mail either one (1) patient statement or letter to each patient, if applicable.
(b) Enter demographic information and coding information onto the Per -Se Computer System.
(c) Handle all accounts in accordance with standard accounting principles and all applicable laws.
(d) 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.
(e) Provide electronic transfer of demographic data from Client.
(f) 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
(g) Provide electronic filing with Medicare, Medicaid and Blue Shield, and other third -party payers, where applicable.
(h) Provide electronic filing with all major insurance carriers through the Per -Se Exchange or other claims clearinghouse,
where applicable.
(i) Provide electronic remittance from Medicare and all other carriers, where 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.
(1) Receive all payment and reimbursement notices from Client's bank lockbox 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 the previous month.
II. 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, sct, 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.
(f) 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.
(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.
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(1)
(m)
Facilitate Hospital's report distribution of unallocated and/or unidentified funds or receipts, if applicable.
Provide Per -Se with copies of contracted agreements with managed care plans, including the negotiated fee schedules (if
applicable).
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, subject to the express monetary
limits stated in Florida Statutes, Title XLV, Chapter 768, Section 768.28 (5).
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.
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SCHEDULE 2
SERVICE FEES
A. Beginning as of the Commencement Date, Client agrees to pay Per -Se the Monthly Fee, billable on the first (1st) day of each
month, as set forth below:
(i) an amount equal to eight percent (8.0%) of the Net Collections made by or through Per -Se on Client's accounts receivable during
the previous month, except for Client's Medicaid accounts receivable; 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 eleven dollars ($11.00) 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.
Client represents that it is not entitled to bill globally and instructs Per -Se to bill only for the authorized Fire Rescue Transport fees
component of Client's accounts receivable.
Net Collections means the total sum of all monies collected by or through Per -Se for all transport 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 responsibility 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 herein within twenty (20) days of its receipt of each invoice from Per -Se. Late payments by Client will result in a late
payment charge equal to one percent (1.0%) per month. 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.
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 and Per -Se agrees to such request, then the Agreement
will not terminate at the end of the Notice Period, but will continue in effect until such later date as is mutually agreed -upon by the parties. 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.
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 three (3) 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 three (3) months immediately preceding the effective date of termination divided by the gross
charges of Client for such period.
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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
likely 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: $24,000.00
2. Average Net Collections per month: $12,000.00
3. Average number of procedures per month: 135
4. Average number of encounters per month: 67
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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
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SCHEDULE 5
BUSINESS ASSOCIATE AGREEMENT
!er-Se will receive from Client protected health information ("PHI"), including electronic PHI ("ePHI"), as defined in the privacy and security
regulations promulgated under the Health Insurance Portability and Accountability Act of 1996 (respectively hereinafter referred to as either the
"HIPAA Privacy Rule" or the "HIPAA Security 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. Also, Per -Se will implement
administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of ePHI
created, received, maintained, or transmitted on behalf of Client.
(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. In addition, Per -Se will report to Client any Security Incident of which it becomes aware.
For purposes of this Agreement, the term "Security Incident" shall mean the successful unauthorized access, use, disclosure, modification, or
destruction of information or interference with system operations in an electronic information system storing or transmitting ePHI that is
maintained by Per -Se.
(d) Agents. Per -Se will require its agents, including subcontractors, to whom Per -Se provides PHI pursuant to the Agreement, to
gree to the same restrictions and conditions of this Business Associate Agreement concerning PHI, to implement reasonable and appropriate
safeguards to protect ePHI, and to report to Client any Security Incident of which it becomes aware.
(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 § 164.528.
(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.
1. The terms of the HIPAA Privacy Rule, the HIPAA Security Rule and all terms of this Business Associate Agreement (including all
amendments) pertaining to the use and disclosure of PHI and ePHI shall be effective as of the compliance date(s) of the HIPAA Privacy Rule and
the HIPAA Security Rule. If there are revisions to either the HIPAA Privacy Rule or the HIPAA Security -Rule, the -parties agree -to- negotiate -in -
good faith to incorporate such revisions in this Business Associate Agreement.
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C. In the event of inconsistency between the provisions of this Business Associate Agreement and mandatory provisions of either the
HIPAA Privacy Rule or the HIPAA Security Rule, as amended, or their interpretation by any court or regulatory agency with authority over
either party hereto, the HIPAA Privacy Rule or the HIPAA Security Rule, as interpreted by such court or agency, shall control. Where the
provisions of this Business Associate Agreement are different from those mandated in either the HIPAA Privacy Rule or the HIPAA Security
Rule, but are nonetheless permitted by such rules as interpreted by courts or agencies, the provisions of this Business Associate Agreement shall
control.
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