Exhibit 10.13
AGREEMENT FOR
FINANCIAL MANAGEMENT SERVICES
TABLE OF CONTENTS
RECITALS PAGE
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1. Term 2
2. Description of Services 3
3. Billing and Payment 4
4. Administration 4
5. Authority to Use County Space and Other Property 4
6. Performance Standards 5
7. Waiver 5
8. Notice of Delays 5
9. Rules and Regulations 5
10. Nondiscrimination in Services 6
11. Nondiscrimination Affirmative Action and
Assurance of Compliance with Civil Rights 7
12. Records and Audits 9
13. Reports 10
14. Prohibition Against Assignment and Delegation 11
15. Licences, Permits, Registration, and Certificates 12
16. Unlawful Solicitation 12
17. Conflict of Xxxxxxxx 00
00. Restrictions on Lobbying 13
19. County Lobbyists 14
20. Entire Agreement 14
21. Alteration of Terms 15
22. Form of Business Organization 15
23. Independent Contractor Status 16
24. Indemnification and Insurance 17
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TABLE OF CONTENTS
25. Covenant Against Contingent Fees 20
26. Authorization Warranty 21
27. Damage to County Facilities, Buildings or Grounds 21
28. County's Obligation for Future Fiscal Years 22
29. Compliance with Applicable Law 22
30. Other Providers of Services 23
31. Confidentiality 23
32. Endorsement 24
33. Rights in Data 24
34. Trade Secret 24
35. Copy Rights 24
36. Termination for Improper Consideration 25
37. Termination for Insolvency 25
38. Termination for Xxxxxxx 00
00. Termination for Convenience 30
40. Contractor Cooperation upon Expiration or Termination 30
41. Disclosure of Information 30
42. Validity 31
43. County Audit Settlements 31
44. Federal Access to Records 31
45. Subcontracting 32
46. Fair Labor Standards Act 34
47. Employment Eligibility Verification 34
48. No Intent to Create Third-Party Beneficiary Contract 35
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TABLE OF CONTENTS
49. Severability 35
50. Contractor Performance During Civil Unrest or Disaster 35
51. Most Favored Public Entity 36
52. Interpretation of Agreement, Specification and Disputes 36
53. Consideration of GAIN Program Participants for Employment 37
54. County's Quality Assurance Plan 37
55. Contractor's Warranty of Adherence to County's Child
Support Compliance Program 38
56. Termination for Breach of Warranty to Maintain Compliance
with County's Child Support Compliance Program 39
57. Contractor's Acknowledgment of County's Commitment to
Child Support Enforcement 40
58. Referral of Current and Former County Employees for
Employment with Contractor 40
59. Staffing Performance While Under the Influence 41
60. Governing Law, Jurisdiction, and Venue 41
61. Resolicitation of Bids of Proposals 42
62. Consideration of Hiring County Employees Targeted
for Xxxxxxx 00
00. Contractor's Exclusion from Participation in a
Federally Funded Program 43
64. Notice 43
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Contract No. H 210553
AGREEMENT FOR FINANCIAL MANAGEMENT SERVICES
This Agreement is made and entered into this 1st day of June, 1999,
by and between COUNTY OF LOS ANGELES (hereafter "County"),
and Health Management Systems, Inc. (hereafter
"Contractor").
Business Address:
000 Xxxx Xxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx, 00000
WHEREAS, pursuant to California Health and Safety Code Sections 1441 and
1445, County has established and maintains a network, through its Department of
Health Services (hereafter "DHS"), of County hospitals, ambulatory care centers,
public health programs, support facilities, Public/Private Partnerships, Managed
Care facilities, and any other DHS program (hereafter collectively referred to
as "Facility", "Facilities", or the name of a specific facility or program to be
specified hereunder); and
WHEREAS, Contractor possesses the competence, expertise, and personnel
required to provide the financial services as described herein; and
WHEREAS, County finds it necessary to secure professional services in the
area of Financial Management Services consisting of Commercial Insurance Billing
Services (hereafter referred to as "CIBS"), Medi-Cal Billing and Follow-Up
Services (hereafter referred to as "MBFS"), Financial Management and Consulting
Services (hereafter referred to as "FMCS"), and Secondary Third-Party Resource
Identification and Recovery Services (hereafter referred to as "STPRIR"); and
WHEREAS, Contractor is a financial consulting firm and, by virtue of its
competence and expertise in the areas of CIBS, MBFS, FMCS, and STPRIR, is
qualified to perform the required services; and
WHEREAS, in response to County's Request for Proposals for such services,
Contractor has submitted its proposal to County and desires to provide such
services;
WHEREAS, the term "Director" as used hereunder shall refer to the Director
of the Department of Health Services and/or his authorized designee; and
WHEREAS, the authority of County to enter into this Agreement is found in
Government Code Sections 26220 and 31000.
NOW, THEREFORE, the parties hereto agree as follows:
1. TERM:
A. The term of this Agreement shall commence on July 1, 1999
and shall continue in full force and effect through June 30, 2000.
Thereafter, this Agreement shall be automatically renewed for a
one-year period, for a maximum of three (3) additional years through
June 30, 2003, without further action by the parties, unless any
party provides notice to the other party of its intent to terminate
this Agreement at least thirty (30) days prior to the beginning of
each automatic renewal period.
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Notwithstanding the foregoing, this Agreement, and the particular
services specified within the Agreement, may be canceled or
terminated at any time by County or Contractor with or without cause
upon the giving of thirty (30) days written notice, except that for
FMCS referred to in the Exhibit A - STATEMENT OF WORK, Paragraph 5D,
in which case such notice shall be at least ninety (90) days.
B. The term of this Agreement may be extended by Director
beyond the stated expiration date on a month-to-month basis, for a
period of time not to exceed six (6) months, upon the mutual
agreement of the parties. Except as specifically noted, all
provisions of the Agreement shall remain in effect for the duration
of the extension. Compensation for work performed during the
extension period shall be in accordance with Exhibit A - STATEMENT
OF WORK, Paragraph 7 - PROVISION FOR PAYMENT, attached hereto and
incorporated herein by reference. There shall be no adjustment to
the contingency fee for any month of such extension.
2. DESCRIPTION OF SERVICES: Contractor shall provide services to County,
as set forth in Exhibit A - STATEMENT OF WORK, attached hereto and incorporated
herein by reference, at Facilities in the manner and form as described in the
body of this Agreement and Exhibit A.
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3. BILLING AND PAYMENT: For all services hereunder, Contractor shall xxxx
County monthly, in arrears, in accordance with the fees set forth in Exhibit A -
STATEMENT OF WORK, Paragraph 7 - PROVISION FOR PAYMENT, in a format approved by
County. All xxxxxxxx shall clearly reflect and provide reasonable detail of the
services for which claim is made. County shall pay Contractor within sixty (60)
days following receipt of a complete and correct billing as provided in Exhibit
A - STATEMENT OF WORK, Paragraph 7 PROVISION FOR PAYMENT, or provide an itemized
statement of its objections to all or any portion of such xxxx, as determined by
County.
4. ADMINISTRATION: The DHS Director of Finance, or his/her duly authorized
designee (hereafter collectively referred to as "Director"), shall have the
authority to administer this Agreement on behalf of County. Contractor shall
designate in writing a person who shall have the authority to administer this
Agreement on behalf of Contractor.
5. AUTHORITY TO USE COUNTY SPACE AND OTHER PROPERTY: In order to perform
services hereunder and only for the performance of such services, County may
authorize the Contractor to use and occupy on a nonexclusive basis space in the
Facilities, as approved in writing by Director.
If, at any time during the term of this Agreement, any space indicated
above is not utilized by Contractor for services
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hereunder, then such space shall be vacated by Contractor and may thereafter be
used by County for any purpose.
6. PERFORMANCE STANDARDS: It is mutually understood and agreed that if
Contractor fails to provide financial services and offer services in conformance
with contract requirements as specified in this Agreement body and in Exhibit A
- STATEMENT OF WORK, or if Contractor fails to comply with any written
directions made by or on behalf of the County regarding this Agreement, County
may terminate this Agreement in accordance with the provisions of Xxxxxxxxx 00,
Xxxxxxxxxxx for Default.
7. WAIVER: No waiver of a breach of any provision of this Agreement by
County shall constitute a waiver of any other breach of such provision. Failure
of County to enforce at any time, or from time to time, any provision of this
Agreement shall not be construed as a waiver thereof. The remedies herein
reserved shall be cumulative and additional to any other remedies in law or
equity.
8. NOTICE OF DELAYS: Except as otherwise provided herein, when either
party has knowledge that any actual or potential situation is delaying or
threatens to delay the timely performance of this Agreement, that party shall,
within five working days, give notice thereof, including all relevant
information with respect thereto, to the other party.
9. RULES AND REGULATIONS: During the time that Contractor's employees are
at any Facility, such employees shall be subject to the rules and regulations of
that facility. It is the
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responsibility of Contractor to acquaint its employees who are to provide
services hereunder with such rules and regulations. Contractor agrees to
permanently withdraw any of its employees from the provision of services under
this Agreement upon receipt of written notice from Director or his authorized
designee: (1) that such employee has violated such rules or regulations; or (2)
that such employee's actions, while on County premises, indicated that he may do
harm to County property, County patients, County employees or the public.
10. NONDISCRIMINATION IN SERVICES: Contractor shall not discriminate in
the provision of services hereunder because of race, color, religion, national
origin, ancestry, sex, age, or physical or mental handicap, and, in this
respect, shall comply with all applicable requirements of Federal and State law.
For the purpose of this Paragraph 10, discrimination in the provision of
services may include, but is not limited to, the following: denying any person
any service or benefit or the availability of a facility; providing any service
or benefit to any person which is not equivalent or is not provided in an
equivalent manner or at an equivalent time to that provided to others;
subjecting any person to segregation or separate treatment in any manner related
to the receipt of any service; restricting any person in any way in the
enjoyment of any advantage or privilege enjoyed by others receiving any service
or benefit; and treating any person differently from others in determining
admission, enrollment quota, eligibility, membership, or any other requirements
or
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conditions which persons must meet in order to be provided any service or
benefit. Contractor shall ensure that recipients of services under this
Agreement are provided services without regard to race, color, religion,
national origin, ancestry, sex, age, or physical or mental handicap.
11. NONDISCRIMINATION, AFFIRMATIVE ACTION AND ASSURANCE OF COMPLIANCE WITH
CIVIL RIGHTS:
A. Contractor certifies and agrees that all persons employed by it,
its affiliates, subsidiaries, or holding companies are and will be treated
equally by it without regard to, or because of race, color, religion,
national origin, ancestry, sex, age, condition of physical handicap,
marital status, or political affiliation, in compliance with all
anti-discrimination laws and regulations of the United States of America
and the State of California as they now exist or may hereafter be amended.
B. Contractor shall take affirmative action to ensure that
applicants are employed, and that employees are treated during employment,
without regard to their race, color, religion, sex, ancestry, national
origin, condition of physical handicap, marital status, or political
affiliation. Such action shall include, but not be limited to, the
following: employment, upgrading, demotion or transfer; recruitment or
recruitment advertising; layoff or termination; rates of pay or other
forms of compensation; and selection for training, including
apprenticeship.
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C. Contractor hereby assures that it will comply with Subchapter VI
of the Civil Rights Act of 1964, 42 USC Sections 2000e through 2000e(17),
to the end that no person shall, on grounds of race, religion, color, sex,
national origin, condition of physical handicap, marital status, or
political affiliation, be excluded from participation in, be denied the
benefits of, or be otherwise subjected to discrimination under this
Agreement or under any project, program, or activity supported by this
Agreement.
D. Contractor shall deal with its subcontractors, bidders or vendors
without regard to or because of race, color, religion, ancestry, national
origin, sex, age, or condition of physical handicap, marital status or
political affiliation as required by all applicable anti-discrimination
laws and regulations of the United States of America and the State of
California as they now exist or may hereafter be amended.
E. Contractor shall allow authorized County representatives access
to its employment records during regular business hours to verify
compliance with these provisions when so requested by Director.
F. If County finds that any of the above provisions have been
violated, the same shall constitute a material breach of contract upon
which County may determine to cancel, terminate, or suspend this
Agreement. While County reserves the right to determine independently that
the anti-discrimination
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provisions of this Agreement have been violated, in addition, a
determination by the California Fair Employment Practices Commission or
the Federal Equal Employment Opportunity Commission that Contractor has
violated State or Federal anti-discrimination laws or regulations shall
constitute a finding by County that Contractor has violated the
anti-discrimination provisions of this Agreement.
G. The parties agree that in the event Contractor violates the
anti-discrimination provisions of this Agreement, County shall, at its
option, be entitled to a sum of Five Hundred Dollars ($500) pursuant to
California Civil Code Section 1671 as liquidated damages in lieu of
canceling, terminating, or suspending this Agreement.
12. RECORDS AND AUDITS:
A. Contractor shall maintain accurate and complete financial records
of its activities and operations as they relate to its services under this
Agreement in accordance with generally accepted accounting principles.
Contractor shall also maintain accurate and complete employment and other
records of all services provided hereunder. All such records shall be
retained by Contractor for a minimum period of seven (7) years following
the expiration or termination of this Agreement. During such seven (7)
years, as well as during the term of this Agreement, all records
pertaining to this Agreement, including, but not limited to, those
described above or true and correct copies thereof, shall be retained by
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Contractor, or made available by Contractor, at a location in the County
of Los Angeles and shall be made available within twenty working days of
County's request during County's normal business hours to representatives
of County for purposes of inspection or audit. In the event that such
records are located outside the County of Los Angeles, then, at
Contractor's option, such inspection or audit shall take place at an
agreed place at such location and Contractor shall pay County for travel,
per diem, and other costs related to such inspection or audit.
B. In the event that an audit is conducted of Contractor
specifically regarding this Agreement by any Federal or State auditor, or
any auditor or accountant employed by Contractor or otherwise, Contractor
shall file a copy of each such audit report with County's
Auditor-Controller within thirty days of Contractor's receipt thereof,
unless otherwise provided under this Agreement or applicable Federal or
State law. County will make a reasonable effort to maintain the
confidentiality of such audit report(s).
C. Failure on the part of Contractor to comply with the provisions
of this Paragraph shall constitute a material breach of this Agreement
upon which County may terminate or suspend this Agreement.
13. REPORTS: Contractor shall make reports as required by Director or his
designee concerning its activities and operations hereunder.
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14. PROHIBITION AGAINST ASSIGNMENT AND DELEGATION: Contractor shall not
assign its rights or delegate its duties under this Agreement, or both, whether
in whole or in part, without the prior written consent of County. Any assignment
or delegation which does not have such prior County consent shall be null and
void. For purposes of this Paragraph 14, such County consent shall require a
written amendment to this Agreement which is formally approved and executed by
the delegatee or assignee on any claim under this Agreement, in consequence of
any such County consent, shall reduce dollar for dollar any claims which
Contractor may have against County and shall be subject to set-off, recoupment,
or other reduction for any claims which County may have against Contractor,
whether under this Agreement or otherwise.
Shareholders or partners, or both, of Contractor may sell, exchange,
assign, divest, or otherwise transfer any interest they may have therein.
However, in the event any such sale, exchange, assignment, divestment, or other
transfer is effected in such a way as to give majority control of Contractor to
any person(s), corporation, partnership, or legal entity other than the majority
controlling interest therein at the time of execution of this Agreement, then
prior written consent thereof by County's Board of Supervisors shall be
required. Any payments by County to Contractor on any claim under this Agreement
shall not waive or constitute such County consent. Consent to any such sale,
exchange, assignment, divestment, or other transfer shall be reduced only if
County, in its sole judgement, determines that the
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transferee(s) is (are) lacking in experience, capability, or financial ability
to perform all Agreement services and other work. This in no way limits any
County right found elsewhere in this Agreement, including, but not limited to,
any right to terminate this Agreement.
Contractor is hereby authorized to subcontract for the services of Data
Pacific, Inc.
15. LICENSES, PERMITS, REGISTRATIONS, AND CERTIFICATES: Contractor shall
obtain and maintain in effect during the term of this Agreement as set forth in
Paragraph 1 above, all licenses, permits, registrations, and certificates
required by law which are applicable to its performance of this Agreement, and
shall ensure that all its officers, employees, and agents, who perform services
hereunder obtain and maintain in effect during the term of this Agreement, all
licenses, permits, registrations, and certificates required by law which are
applicable to their performance of services hereunder.
16. UNLAWFUL SOLICITATION: Contractor shall inform all of its employees
who provide services hereunder of the provisions of Article 9 of Chapter 4 of
Division 3 (commencing with Section 6150) of the California Business and
Professions Code (i.e., State Bar Act provisions regarding unlawful solicitation
as a runner or capper for attorneys) and shall take positive and affirmative
steps in its performance hereunder to ensure that there is no violation of such
provisions by its employees. Contractor agrees
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to utilize the attorney referral services of all those bar associations within
Los Angeles County that have such a service.
17. CONFLICT OF INTEREST: No County employee whose position in County
enables such employee to influence the award or administration of this Agreement
or any competing agreement, and no spouse or economic dependent of such
employee, shall be employed in any capacity by Contractor or have any other
direct or indirect financial interest in this Agreement. No officer or employee
of Contractor who may financially benefit from the provision of services
hereunder shall in any way participate in County's approval, or ongoing
evaluation, of such services, or in any way attempt to unlawfully influence
County's approval or ongoing evaluation of such services.
Contractor shall comply with all conflict of interest laws, ordinances and
regulations now in effect or hereafter to be enacted during the term of this
Agreement. Contractor warrants that it is not now aware of any facts which
create conflict of interest. If Contractor hereafter becomes aware of any facts
which might reasonably be expected to create a conflict of interest, it shall
immediately make full written disclosure of such facts to County. Full written
disclosure shall include, without limitation, identification of all persons
implicated and complete description of all relevant circumstances.
18. RESTRICTIONS ON LOBBYING: If any federal monies are to be used to pay
for Contractor's services under this Agreement, Contractor shall comply with all
certification and disclosure
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requirements prescribed by Xxxxxxx 000, Xxxxxx Xxx 000-000 (00 Xxxxxx Xxxxxx
Code Section 1352) and any implementing regulations, and shall ensure that each
of its subcontractors receiving funds provided under this Agreement also fully
complies with all such certification and disclosure requirements.
19. COUNTY LOBBYISTS: Contractor certifies that each County lobbyist as
defined in Los Angeles County Code Section 2.160.010, retained by Contractor,
shall fully comply with the County Lobbyist Ordinance, Los Angeles County Code
Chapter 2.160. Failure on the part of any County lobbyist retained by Contractor
to fully comply with the County Lobbyist Ordinance shall constitute a material
breach of this Agreement upon which County may immediately terminate or suspend
this Agreement.
20. ENTIRE AGREEMENT: The body of this Agreement; Exhibit A and any
Attachments thereto; Contractor's proposal, which is incorporated herein by
reference but not attached, County's Request for Proposals ("RFP") for CIBS,
MBFS, FMCS, and Third-Party Resource Identification and Recovery Services
("TPRIR") for the Facilities dated January 1998, including; Addenda No. 1, dated
January 26, 1998, No. 2, dated February 20, 1998, No. 3, dated March 26, 1998,
and No. 4, dated April 2, 1998, and No. 5, dated April 10, 1998, to the RFP
which are hereby incorporated by reference but not attached, shall constitute
the complete and exclusive statement of understanding between the parties which
supersedes all previous agreements, written or oral, and all other
communications between the parties relating to the subject matter
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of this Agreement. In the event of any conflict or inconsistency in the
definition or interpretation of any word, responsibility, service, or schedule,
between the body of this Agreement and the other above referenced documents, or
between such other documents, such conflict or inconsistency shall be resolved
by giving precedence first to the body of this Agreement and then to such other
documents according to the following priority:
1. Exhibit A.
2. County's Request for Proposals
3. Xxxxxxxx Xx. 0, Xxxxxxxx Xx. 0, Xxxxxxxx Xx. 0,
Addendum No. 4., and Addendum No. 5
4. Contractor's Proposal
21. ALTERATION OF TERMS: No addition to or alteration of the terms of the
body of this Agreement or the Exhibits attached hereto, whether by written or
verbal understanding of the parties, their officers, employees, or agents shall
be valid and effective unless made in the form of a written amendment which is
formally adopted and executed by the parties in the same manner as this
Agreement.
22. FORM OF BUSINESS ORGANIZATION: Contractor shall prepare and submit to
DHS, Contracts and Grants Division, within ten (10) days following execution of
this Agreement an affidavit, sworn to and executed by Contractor's duly
constituted officers, containing the following information:
A. The form of Contractor's business organization, i.e.,
proprietorship, partnership, or corporation.
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B. A detailed statement indicating whether Contractor is totally or
substantially owned by another business organization.
C. A detailed statement indicating whether Contractor totally or
partially owns any other business organization that will be providing
services, supplies, materials or equipment to Contractor or in any manner
does business with Contractor under this Agreement. If during the term of
this Agreement, the form of Contractor's business organization changes, or
the ownership of Contractor changes, or Contractor's ownership of other
businesses dealing with Contractor under this Agreement changes,
Contractor shall promptly notify Director in writing detailing such
changes.
23. INDEPENDENT CONTRACTOR STATUS:
A. This Agreement is by and between County and Contractor and is not
intended, and shall not be construed, to create the relationship of agent,
servant, employee, partnership, joint venture, or association, as between
County and Contractor. The employees and agents of one party shall not be,
or be construed to be, the employees or agents of the other party for any
purpose whatsoever.
B. Contractor shall be solely liable and responsible for providing
to, or on behalf of, its employees all legally required employee benefits.
County shall have no liability or responsibility for the payment of any
salaries, wages or
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other compensation or benefits to any personnel provided by Contractor.
C. Contractor understands and agrees that all persons furnishing
services to County pursuant to this Agreement are, for purposes of
workers' compensation liability, the sole employees of Contractor and
not employees of County. Contractor shall bear the sole liability and
responsibility for any and all workers' compensation benefits to any
person as a result of injuries arising from or connected with services
performed by or on behalf of Contractor pursuant to this Agreement.
D. Acknowledgment that each of Contractor's employees
understands that such person is an employee of Contractor and not an
employee of County shall be signed by each employee of Contractor
employed at the Facilities and shall be filed with County's Human
Resources Department, Workers' Compensation Division, Claims Section,
000 Xx. Xxxxx Xxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000. The form and
content of such acknowledgment shall be substantially similar to Exhibit
A, Attachment E - CONTRACTOR EMPLOYEE ACKNOWLEDGMENT AND CONFIDENTIALITY
AGREEMENT, attached hereto and incorporated herein by reference.
24. INDEMNIFICATION AND INSURANCE:
A. Indemnification: Contractor shall indemnify, defend and hold
harmless County, and its Special Districts, elected and appointed
officers, employees, and agents from and against
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any and all liability and expense, including defense costs and legal
costs, and legal fees arising from or connected with claims and
lawsuits for damages or worker's compensation benefits relating to
Contractor's operations or its services, which result from bodily
injury, death, personal injury, or property damage (including damage to
Contractor's property).
Contractor shall indemnify County, and save it harmless from any
and all loss, damage, costs, and expenses, including reasonable
attorney's fees, suffered or incurred on account of any breach of the
aforementioned obligations and covenants.
B. Insurance: Without limiting Contractor's indemnification of
County, Contractor shall provide and maintain at its own expense during
the term of this Agreement the following program(s) of insurance
covering its operations hereunder. Such insurance shall be provided by
insurer(s) satisfactory to the County's Risk Management Coordinator and
evidence of such program(s) satisfactory to County shall be delivered to
County's Department of Health Services, Contracts and Grants Division,
000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx Xxxxx-Xxxx, Xxx Xxxxxxx, Xxxxxxxxxx
00000, on or before the effective date for the commencement of services.
Such evidence shall specifically identify this Agreement and shall
contain express conditions that County is to be given written notice at
least thirty (30) days in advance of any modification or termination of
any policy of insurance. Such
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insurance shall be endorsed naming County as an additional insured and
shall include:
(1) Liability: Such insurance shall be primary to and not
contributing with any other insurance maintained by County,
shall name the County of Los Angeles as an additional insured,
and shall include, but not be limited to:
a. Commercial General Liability insurance
endorsed for Premises-Operations, Products/Completed
Operations, Contractual, Broad Form Property Damage,
and Personal Injury with a combined single limit of
not less than One Million Dollars ($1,000,000) per
occurrence and fire legal liability for the
replacement value and with a deductible no greater
than five percent (5%) of replacement value.
If the above insurance is written on a
Claims Made Form, such insurance shall be endorsed to
provide an extended reporting period of not less than
two (2) years following termination of this
Agreement.
b. Comprehensive Auto Liability endorsed for
owned and non-owned vehicles with a combined single
limit of at least One Million Dollars ($1,000,000)
per occurrence.
(2) Workers' Compensation: A program of workers'
compensation insurance in an amount and form to meet all
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applicable requirements of the Labor Code of the State of
California, and which specifically covers the persons providing
services on behalf of Contractor and all risks to such persons
under this Agreement. Employers' Liability insurance shall be
included in this program, with coverage of not less than One
Million Dollars ($1,000,000) per occurrence.
All insurance and indemnification provisions shall apply
equally to all subcontractors as well as to Contractor under
this Agreement.
(3) Professional Liability: Insurance covering liability
arising from any error, omission, or negligent act of the
Contractor, its officers, or employees with a limit of liability
of not less than One Million Dollars ($1,000,000) per claim.
(4) Employee Health Insurance: A program providing basic
health insurance coverage for all employees providing services
under this Agreement. Failure on the part of Contractor to
procure or maintain required insurance shall constitute a
material breach of this Agreement upon which County may
terminate or suspend this Agreement.
25. COVENANT AGAINST CONTINGENT FEES:
A. Contractor warrants that no person or selling agency has been
employed or retained to solicit or secure this Agreement upon an
agreement or understanding for a commission,
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percentage, brokerage, or contingent fee, excepting bona fide employees
or bona fide established commercial or selling agencies maintained by
Contractor for the purpose of securing business.
B. For breach or violation of this warranty, County shall have
the right to terminate this Agreement and, in its sole discretion, to
deduct from the Agreement price or consideration, or otherwise recover,
the full amount of such commission, percentage, brokerage, or
contingent fee.
C. Notwithstanding the foregoing, the parties to this
Agreement do not intend the provisions of this paragraph to apply to
Contractor's ability to earn, and receive, any fee under this
Agreements for the performance thereof.
26. AUTHORIZATION WARRANTY: Contractor hereby represents and warrants
that the person executing this Agreement for Contractor is an
authorized agent who has actual authority to bind Contractor to each
and every term, condition, and obligation set forth in this Agreement
and that all requirements of Contractor have been fulfilled to provide
such actual authority.
27. DAMAGE TO COUNTY FACILITIES, BUILDINGS, OR GROUNDS:
A. Contractor shall repair, or cause to be repaired, or make
due diligent efforts to begin such repair, at its own cost, any and all
damage to Facilities, buildings or grounds caused by Contractor, as
determined by County, employees of Contractor, or persons or companies
making pick-ups from or
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deliveries to Contractor. Such repairs or due diligent efforts to begin
such repairs shall be made immediately after Contractor has become aware
of such damage, but in no case later than thirty days after the
occurrence.
B. If Contractor fails to make timely repairs, County may make
any necessary repairs. All costs incurred by County, as determined by
County, for such repairs shall be repaid by Contractor upon demand or
County may deduct such costs from any amounts due to Contractor from
County.
28. COUNTY'S OBLIGATION FOR FUTURE FISCAL YEARS: Notwithstanding any
other provision of this Agreement, County shall not be obligated for
Contractor's performance hereunder or by any provision of this Agreement during
any of County's future fiscal years unless and until County's Board of
Supervisors appropriates funds for this Agreement in County's Budget for each
such future fiscal year. In the event that funds are not appropriated for this
Agreement, then this Agreement shall terminate as of June 30 of the last County
fiscal year for which funds were appropriated. County shall notify Contractor in
writing of such non-allocation of funds at the earliest possible date.
29. COMPLIANCE WITH APPLICABLE LAW:
A. Contractor shall comply with all Federal, State and local
laws, ordinances, regulations, rules, and directives applicable to its
performance hereunder. Further, all provisions required thereby to be
included in this Agreement are hereby incorporated herein by reference.
22
B. Contractor shall indemnify and hold harmless County from and
against any and all loss, damage, liability or expense resulting from
any violation on the part of Contractor, its officers, employees, or
agents, of such Federal, State or local laws, ordinances, regulations,
rules, or directives.
30. OTHER PROVIDERS OF SERVICES: Contractor acknowledges that it is not
necessarily the exclusive provider of CIBS, MBFS, FMCS, STPRIR and that County
has, or may enter into, contracts with other such providers, or may itself
provide these services with County employees.
31. CONFIDENTIALITY: Contractor shall maintain the confidentiality of
all records and information, including, but not limited to, xxxxxxxx, County
records, and patient records, in accordance with all applicable Federal, State,
and local laws, regulations, ordinances, and directives. Contractor shall inform
all its officers, employees, and agents providing services hereunder of the
confidentiality provisions of this Agreement and require each of its officers,
employees or agents providing services hereunder to execute a CONTRACTOR
EMPLOYEE ACKNOWLEDGMENT AND CONFIDENTIALITY AGREEMENT (Exhibit A, Attachment E)
prior to commencing work under this Agreement. Contractor shall defend, protect,
and hold harmless County, its officers, employees, and agents, from and against
any and all liability, expense, and demands arising out of the disclosure of
records and information by Contractor, its officers, employees, or agents.
23
32. ENDORSEMENT: Contractor shall not, in any manner, advertise, publish
or represent that County endorses the goods or services herein mentioned without
the prior written consent of County. Any published document referencing County
must have prior written consent of County.
33. RIGHTS IN DATA: County obtains the right to use, duplicate, and
disclose in whole or in part, in any manner, for any purpose whatsoever, and to
authorize others to do writings, drawings, pictorial reproductions, or other
graphical representations and works of a similar nature produced by Contractor
as a result of its activities supported by this Agreement. Contractor retains
the right to use, duplicate and disclose in whole or in part, in any manner, for
any purposes whatsoever, all writings, drawings, pictorial reproductions, or
other graphical representations and works of a similar nature produced by
Contractor as a result of its activities supported by this Agreement subject to
the ENDORSEMENT Paragraph.
34. TRADE SECRETS: Recognizing that County has no way to safeguard trade
secrets or proprietary information, Contractor shall and does hereby keep and
bear County harmless from all damages, costs, and expenses by reason of any
disclosure by County of trade secrets and proprietary information.
35. COPYRIGHTS: When publications and similar materials are developed
pursuant to this Agreement, County shall retain all copyrights to such material.
Such material may not be reproduced,
24
translated, or published without prior written authorization by the County.
36. TERMINATION FOR IMPROPER CONSIDERATION: County may, by written
notice to Contractor, immediately terminate the right of Contractor to proceed
under this Agreement if it is found that consideration, in any form, was offered
or given by Contractor, either directly or through an intermediary, to any
County officer, employee or agent with the intent of securing the Agreement or
securing favorable treatment with respect to the award, amendment or extension
of the Agreement or the making of any determinations with respect to the
Contractor's performance pursuant to the Agreement. In the event of such
termination, County shall be entitled to pursue the same remedies against
Contractor as it could pursue in the event of default by the Contractor.
Contractor shall immediately report any attempt by a County officer or
employee to solicit such improper consideration. The report shall be made either
to the County manager charged with the supervision of the employee or to the
County Auditor-Controller's Employee Fraud Hotline at (000) 000-0000 or (800)
544-6861.
Among other items, such improper consideration may take the form of
cash, discounts, service, the provision of travel or entertainment, or tangible
gifts.
37. TERMINATION FOR INSOLVENCY:
A. County may terminate forthwith this Agreement for default in
the event of the occurrence of any of the
25
following:
(1) Insolvency of Contractor. Contractor shall be deemed
to be insolvent if it has ceased to pay its debts in the
ordinary course of business or cannot pay its debts as they
become due, whether it has committed an act of bankruptcy or
not, and whether insolvent within the meaning of the Federal
Bankruptcy Code or not.
(2) The filing of a voluntary or involuntary petition
under the Federal Bankruptcy Code.
(3) The appointment of a Receiver or Trustee for
Contractor.
(4) The execution by Contractor of an assignment for the
benefit of creditors.
B. The rights and remedies of County provided in this Paragraph
shall not be exclusive and are in addition to any other rights and
remedies provided by law or under this Agreement.
38. TERMINATION FOR DEFAULT:
A. County may, subject to the provisions of Subparagraph C
below, by written notice of default to Contractor, terminate the whole
or any part of this Agreement in the event of any of the following
circumstances:
(1) If Contractor fails to perform the services provided
for under this Agreement within the time specified herein or any
agreed extension thereof; or if Contractor fails to perform any
of the other provisions,
26
conditions or undertakings set forth in this Agreement, or fails
to make progress in the performance of services as provided
herein as to substantially endanger Contractor's performance
under this Agreement in accordance with its terms, or, if in the
sole judgement of the Director, Contractor fails to supply
adequate workforce, adequate equipment, or fails in any respect
to execute the work with the diligence, force and quality
specified in this Agreement, and, under any of the foregoing
circumstances, Contractor does not cure such failure within a
period of ten (10) days (or such longer period as County may
authorize in writing) after receipt of notice from County
specifying such failure; provided, however, that where
Contractor's curing of any default requires activity over a
period of time and Contractor shall have commenced to perform
whatever may be required to cure the particular default within
ten (10) days after such notice and continues to perform
diligently, such time limit may be waived in the manner in which
and to the extent allowed by the Director; or
(2) The failure of Contractor to maintain the County
premises assigned to Contractor on a non-exclusive basis solely
for the performance of services hereunder, in the state of
repair required hereunder, and in a clean, sanitary, safe and
satisfactory condition, where such
27
failure continues for more than ten (10) days after written
notice from Director to correct the condition.
(3) Transfer of the majority controlling interest of
Contractor to persons other than those who are in control at the
time of the execution of this Agreement without written approval
thereof by County.
B. In the event County terminates this Agreement in whole or in
part as provided in Subparagraph A above, County may procure, upon such
terms and in such manner as County may deem appropriate, services
similar to those so terminated and Contractor shall be liable to County
for any excess costs incurred by County, as determined by County, for
such similar services, provided that Contractor shall continue the
performance of this Agreement to the extent not terminated under the
provisions of this Paragraph.
C. Except with respect to defaults of subcontractors, Contractor
shall not be liable for any such excess costs if its failure to perform
this Agreement arises out of causes beyond the control and without the
fault or negligence of Contractor, as determined by County. Such causes
may include, but are not limited to, acts of God or of the public enemy,
acts of County in either its sovereign or contractual capacity, acts of
Federal or State governments in their sovereign capacities, fires,
floods, epidemics, quarantine restrictions, strikes, freight embargoes,
and unusually severe weather; but in every case, the failure to perform
must be
28
beyond the control and without the fault or negligence of Contractor. If
the failure to perform is caused by the default of a subcontractor, and
if such default arises out of causes beyond the control of both
Contractor and subcontractor, and without the fault or negligence of
either of them, Contractor shall not be liable for any such excess costs
for failure to perform, unless the supplies or services to be furnished
by the subcontractor were obtainable from other sources in sufficient
time to permit Contractor to meet the required performance schedule.
D. If, after the notice of termination of this Agreement under
the provisions of this Paragraph, it is determined for any reason that
Contractor was not in default under the provisions of this Paragraph, or
the default was excusable under the provisions of this Paragraph, the
rights and obligations of the parties shall be the same as if the notice
of termination had been issued pursuant to Paragraph 39 (TERMINATION FOR
CONVENIENCE) below.
E. The rights and remedies of County provided in this Paragraph
shall not be exclusive and are in addition to any other rights and
remedies provided by law or under this Agreement.
F. As used in Subparagraph C above, the terms "subcontractor"
and "subcontractors" means subcontractor(s) at any tier.
29
39. TERMINATION FOR CONVENIENCE: The performance of services under this
Agreement may be terminated in whole or in part from time to time when such
action is deemed by County to be in its best interest. Termination of services
hereunder shall be effected by delivery to Contractor of a thirty day advance
Notice of Termination specifying the date upon which such termination becomes
effective.
Except as otherwise directed by County, Contractor may continue services
under this Agreement for accounts referred to Contractor prior to the effective
termination date and receive contingent fees, as applicable, as set forth in
Exhibit A - STATEMENT OF WORK, Paragraph 7 - PROVISION FOR PAYMENT.
40. CONTRACTOR COOPERATION UPON EXPIRATION OR TERMINATION: Upon the
expiration or termination of this Agreement, Contractor shall reasonably
cooperate with County to provide for the transition to whatever service
replacement method County determines to be in its best interest.
41. DISCLOSURE OF INFORMATION: Contractor shall not disclose any details
in connection with this Agreement to any third party, except as may be otherwise
provided herein or required by law. However, in recognizing the Contractor's
need to identify its services and related clients to sustain itself, the County
shall not inhibit Contractor from publicizing its role under this Agreement
within the following conditions:
A. Contractor shall develop all publicity material in a
professional manner.
30
B. During the course of performance on this Agreement,
Contractor, its employees, agents, and subcontractors shall not publish
or disseminate commercial advertisements, press release, opinions or
feature articles, using the name of the County without the prior written
consent of the Chief Administrative Office (CAO) and County Counsel.
42. VALIDITY: The invalidity in whole or in part of any provision of
this Agreement shall not void or affect the validity of any other provision.
43. COUNTY AUDIT SETTLEMENTS: If, at any time during the term of this
Agreement or at any time after the expiration or termination of this Agreement,
representatives of County conduct an audit of Contractor regarding the services
provided to County hereunder, and if such audit finds that County's dollar
liability for such services is less than the payments made by County to
Contractor, then the difference shall at Director's option, be either repaid by
Contractor to County by cash payment upon demand, or deducted from any amounts
due to Contractor from County. If such audit finds that County's dollar
liability for services provided hereunder is more than the payments made by
County to Contractor, then the difference shall be paid to Contractor by County
by cash payment.
44. FEDERAL ACCESS TO RECORDS: If, and to the extent that, Section
1861(v)(1)(I) of the Social Security Act (42 U.S.C. Section 1395(v)(1)(I)) is
applicable, Contractor agrees that for a period of four (4) years following the
furnishing of services
31
under this Agreement, Contractor shall maintain and make available, upon written
request, to the Secretary of the United States Department of Health and Human
Services or the Controller General of the United States, or to any of their
authorized representative, the contracts, books, documents and records of
Contractor which are necessary to verify the nature and extent of the costs of
services provided hereunder. Furthermore, if Contractor carries out any of the
services provided hereunder through any subcontract with a value or cost of Ten
Thousand Dollars ($10,000) or more over a twelve (12) month period with a
related organization (as that term is defined under Federal law), Contractor
agrees that each such subcontract shall provide for such access to the
subcontract, books, documents and records of the subcontractor.
45. SUBCONTRACTING: Although it is the intent of the parties that all
services hereunder are to be provided by Contractor's employees, both parties
agree that Contractor may encounter occasional need for highly specialized or
unusual skills or special emergency services for which Contractor may find it
necessary to subcontract. The requirements for such limited use of
subcontracting are as follows:
A. No performance of this Agreement or any portion thereof shall
be subcontracted by Contractor without the prior written consent of
Director. Any attempt by Contractor to subcontract any performance of
services under this Agreement without the prior written consent of
Director, shall be null
32
and void and shall constitute a material breach of this Agreement.
B. In the event Director may consent to subcontracting, each and
all of the provisions of this Agreement and any amendment thereto shall
extend to, shall be binding upon, and inure to the benefit of, the
successors or administrators of the respective parties.
C. In the event that Director should consent to subcontracting,
Contractor shall include in all subcontracts the following provision:
"This contract is a subcontract under the terms of a prime contract with
the County of Los Angeles and shall be subject to all the provisions of
such prime contract. All representations and warranties shall inure to
the benefit of the County of Los Angeles."
D. Contractor's request to Director for approval to enter into a
subcontract shall include:
(1) A description of the services to be provided by the
subcontract.
(2) Identification of the proposed subcontractor and an
explanation of why and how the proposed subcontractor was
selected.
(3) Any other information and/or certifications
requested by Director.
E. All subcontracts shall be made in the name of Contractor and
shall not bind nor purport to bind County. The making of subcontracts
hereunder shall not relieve Contractor
33
of any requirement under this Agreement, including, but not limited to,
the duty to properly supervise and coordinate all the work of Contractor
and any subcontractor. Approval of the provisions of any subcontract by
Director shall not be construed to constitute a determination of the
allocability of any cost under this Agreement.
F. Contractor shall be solely liable and responsible for any and
all payments and other compensation for all subcontractors. County shall
have no liability or responsibility for any payment or other
compensation for any subcontractor.
46. FAIR LABOR STANDARDS ACT: Contractor shall comply with all
applicable provisions of the Federal Fair Labor Standards Act, and shall
indemnify, defend, and hold harmless County, its agents, officers and employees
from any and all liability including, but not limited to, wages, overtime pay,
liquidated damages, penalties, court costs, and attorneys' fees arising under
any wage and hour law including, but not limited to, the Federal Fair Labor
Standards Act for services performed by Contractor's employees for which County
may be found jointly or severally liable.
47. EMPLOYMENT ELIGIBILITY VERIFICATION: Contractor warrants that it
fully complies with all Federal statutes and regulations regarding employment of
aliens and others, and that all its employees performing services hereunder meet
the citizenship or alien status requirements contained in Federal statutes and
regulations. Contractor shall obtain, from all covered employees
34
performing services hereunder, all verification and other documentation of
employment eligibility status required by Federal statutes and regulations as
they currently exist and as they may be hereafter amended. Contractor shall
retain such documentation for all covered employees for the period prescribed by
law. Contractor shall indemnify, defend, and hold harmless County, its officers
and employees from employer sanctions and any other liability which may be
assessed against Contractor or County in connection with any alleged violation
of Federal statutes or regulations pertaining to the eligibility for employment
of persons performing services under this Agreement.
48. NO INTENT TO CREATE THIRD-PARTY BENEFICIARY CONTRACT:
Notwithstanding any other provision of this Agreement, the parties do not in any
way intend that any person shall acquire any rights as a third party beneficiary
under this Agreement.
49. SEVERABILITY: If any provision of this Agreement or the application
thereof to any person or circumstance is held invalid, the remainder of this
Agreement and the application of such provision to other persons or
circumstances shall not be affected thereby.
50. CONTRACTOR PERFORMANCE DURING CIVIL UNREST OR DISASTER:
Contractor recognizes that health care facilities maintained by County provide
care essential to the residents of the communities they serve, and that these
services are of particular importance at the time of a riot, insurrection, civil
unrest, natural disaster, or similar event. Notwithstanding any other provision
35
of this contract, full performance by Contractor during any riot, insurrection,
civil unrest, natural disaster, or similar event is not excused if such
performance remains physically possible. Failure to comply with this requirement
shall be considered a material breach by Contractor for which County may
immediately terminate this Agreement.
51. MOST FAVORED PUBLIC ENTITY: If Contractor's price declines, or
should Contractor, at any time during the term of this Agreement, provide the
same goods or services under similar quantity and delivery conditions to the
State of California or to any county, municipality, or district of the State at
prices below those set forth in this Agreement, then such lower prices shall be
immediately extended to County.
52. INTERPRETATION OF AGREEMENT, SPECIFICATIONS AND DISPUTES: Should any
misunderstanding arise, Director shall interpret the Agreement. If the
Contractor disagrees with the interpretation of Director, Contractor shall
continue with the work in accordance with Director's interpretation. Within
thirty (30) days after receipt of the interpretation, Contractor may file a
written request with the Director for a hearing before a Dispute Review Panel as
provided hereinbelow. The written request shall outline in detail the area of
dispute.
The Dispute Review Panel will be appointed by Director and will be
composed of not less than three (3) County personnel having experience in the
administration of financial and consulting services contracts. The Panel will
convene within one
36
(1) week of appointment in order to hear all matters related to the dispute. The
hearing will be informal and formal rules of evidence will not apply. The Panel
will submit its recommendation to the Director, for his consideration, within
one (1) week following the conclusion, of the hearing. Director shall render a
final interpretation upon his review of the Panels' recommendation.
53. CONSIDERATION OF GAIN PROGRAM PARTICIPANTS FOR EMPLOYMENT: Should
Contractor require additional or replacement personnel after the effective date
of this Agreement, Contractor shall give consideration for any such employment
openings to participants in the County's Department of Public Social Services'
Greater Avenues for Independence ("GAIN") Program who meet Contractor's minimum
qualifications for the open position. The County will refer GAIN participants by
job category to the Contractor.
54. COUNTY'S QUALITY ASSURANCE PLAN: The County or its agent will
evaluate Contractor's performance under this Agreement on not less than an
annual basis. Such evaluation will include assessing Contractor's compliance
with all contract terms and performance standards. Contractor's deficiencies
which County determines are severe or continuing and that may place performance
of Agreement in jeopardy if not corrected will be reported to the Board of
Supervisors. The report will include improvement/corrective action measures
taken by the County and Contractor. If improvement does not occur consistent
with the corrective action
37
measures, County may terminate this Agreement or impose other penalties as
specified in this Agreement.
55. CONTRACTOR'S WARRANTY OF ADHERENCE TO COUNTY'S CHILD SUPPORT
COMPLIANCE PROGRAM: Contractor acknowledges that County has established a goal
of ensuring that all individuals who benefit financially from County through
County contracts are in compliance with their court-ordered child, family, and
spousal support obligations in order to mitigate the economic burden otherwise
imposed upon County and its taxpayers.
As required by County's Child Support Compliance Program (County Code
Chapter 2.200) and without limiting Contractor's duty under this Agreement to
comply with all applicable provisions of law, Contractor warrants that it is now
in compliance and shall during the term of this Agreement maintain compliance
with employment and wage reporting requirements as required by the Federal
Social Security Act (42 USC Section 653a) and California Unemployment Insurance
Code Section 1088.55, and shall implement all lawfully served Wage and Earnings
Withholding Orders or District Attorney Notices of Wage and Earnings Assignment
for Child or Spousal Support, pursuant to Code of Civil Procedure Section
706.031 and Family Code Section 5246(b).
Within thirty (30) calendar days of execution and of any renewal or term
extension to this Agreement of at least one year, Contractor shall submit to
County's District Attorney ("DA") a completed Principal Owner Information Form
("POI Form"), incorporated herein by reference, along with certifications in
38
accordance with the provisions of Section 2.200.060 of the County Code, that:
(1) the POI Form has been appropriately completed and provided to the DA with
respect to Contractor's Principal Owners; (2) Contractor has fully complied with
all applicable State and Federal reporting requirements relating to employment
reporting for its employees; and (3) Contractor has fully complied with all
lawfully served Wage and Earnings Assignment Orders and Notices of Assignment
and will continue to maintain compliance. Such certification shall be submitted
on the Child Support Compliance Program Certification ("CSPC Certification"),
also incorporated herein by reference. Failure of Contractor to submit the CSPC
Certification (which includes certification that the POI Form has been submitted
to the DA) to County's DA shall represent a material breach of contract upon
which County may immediately suspend or terminate this Agreement.
56. TERMINATION FOR BREACH OF WARRANTY TO MAINTAIN COMPLIANCE WITH
COUNTY'S CHILD SUPPORT COMPLIANCE PROGRAM: Failure of Contractor to maintain
compliance with the requirements set forth in Paragraph 55 (CONTRACTOR'S
WARRANTY OF ADHERENCE TO COUNTY'S CHILD SUPPORT COMPLIANCE PROGRAM) shall
constitute a default by Contractor under this Agreement. Without limiting the
rights and remedies available to County under any other provision of this
Agreement, failure to cure such default within ninety (90) calendar days of
written notice by County's DA shall be grounds upon which County's Board of
Supervisors may terminate this Agreement pursuant to Paragraph 38 (Termination
for Default).
39
57. CONTRACTOR'S ACKNOWLEDGMENT OF COUNTY'S COMMITMENT TO CHILD SUPPORT
ENFORCEMENT: Contractor acknowledges that County places a high priority on the
enforcement of child support laws and the apprehension of child support evaders.
Contractor understands that it is County's policy to encourage all County
Contractors to voluntarily post County's "L.A.'s Most Wanted: Delinquent
Parents" poster in a prominent position at Contractor's place of business.
County's District Attorney will supply Contractor with the poster to be used.
58. REFERRAL OF CURRENT AND FORMER COUNTY EMPLOYEES FOR EMPLOYMENT WITH
CONTRACTOR: Contractor shall accept referrals from DHS Human Resources of
qualified current and former County employees for consideration of employment
with Contractor. Such consideration for employment shall be limited to the
vacancies in Contractor's staff needed to perform services under this Agreement.
If such referrals result in offers of employment, such offers shall be made
once, shall be in writing, shall indicate whether the position is full-time or
part-time, and shall be valid for a period of ten (10) calendar days from the
date the offer is made, unless such period is extended at Contractor's option.
Such offers shall be for vacancies which occur in the Contractor's staff,
beginning with Board approval of this Agreement and throughout the term of this
Agreement. Employment offers to such employees shall be under at least the same
conditions and rates of compensation which apply to other persons who are
employed or may be employed by Contractor. Contractor shall maintain records of
40
such offers to include a description of the position and duties, the rate of pay
and fringe benefits, and whether the offer was accepted, rejected, or not
responded to within the allocated time period. Such employees who are employed
by Contractor under this Paragraph shall not be discharged during the term of
this Agreement except for cause. At the time of any such discharge for cause,
Contractor shall notify DHS Human Resources staff and other County staff who may
be designated in writing by Director. The provisions of Paragraphs 23
(INDEPENDENT CONTRACTOR STATUS) and 24 (INDEMNIFICATION AND INSURANCE) shall
apply to such employees who are employed by contractor under this paragraph.
Notwithstanding any other provision of this Agreement, the parties do
not in any way intend that any persons shall acquire any rights as a third-party
beneficiary of this Agreement.
59. STAFFING PERFORMANCE WHILE UNDER THE INFLUENCE: Contractor shall use
reasonable efforts to ensure that no employee will perform services hereunder
while under the influence of any alcoholic beverage, medication, narcotic, or
other substance which might impair his/her physical or mental performance.
60. GOVERNING LAW, JURISDICTION, AND VENUE: This Agreement shall be
governed by, and construed in accordance with, the laws of the State of
California. Contractor agrees and consents to the exclusive jurisdiction of the
courts of the State of California for all purposes regarding this Agreement and
further agrees and consents that venue of any action brought hereunder shall be
exclusively in the County of Los Angeles, California.
41
61. RESOLICITATION OF BIDS OR PROPOSALS: Contractor acknowledges that
County, prior to expiration or earlier termination of this Agreement, may
exercise its right to invite bids or request proposals for the continued
provision of the services delivered or contemplated under this Agreement. The
County and its Department of Health Services shall make the determination to
resolicit bids or request proposals in accordance with applicable County and
Department of Health Services policies.
Contractor acknowledges that County may enter into a contract for the
future provision of services, based upon the bids or proposals received, with a
provider or providers other than Contractor. Further, Contractor acknowledges
that it obtains no greater right to be selected through any future invitation
for bids or request for proposals by virtue of its present status as Contractor.
62. CONSIDERATION OF HIRING COUNTY EMPLOYEES TARGETED FOR LAYOFFS:
Should Contractor require additional personnel after the effective date of this
Agreement to perform the services set forth herein, Contractor shall give first
consideration for such employment openings to qualified permanent County
employees who are targeted for layoff or qualified former County employees who
are on a reemployment list during the life of this Agreement in compliance with
Paragraph 58 (REFERRAL OF CURRENT AND FORMER COUNTY EMPLOYEES FOR EMPLOYMENT
WITH CONTRACTOR) above.
42
63. CONTRACTOR'S EXCLUSION FROM PARTICIPATION IN A FEDERALLY FUNDED
PROGRAM: Contractor hereby warrants that neither it nor any of its staff members
is restricted ro excluded from providing services under any health care program
funded by the federal government, directly or indirectly, in whole or in part,
and that Contractor will notify Director within thirty (30) calendar days in
writing of: (1) any event that would require Contractor or a staff member's
mandatory exclusion from participation in a federally funded health care
program; and (2) any exclusionary action taken by any agency of the federal
government against Contractor or one or more staff members barring it or the
staff members from participation in a federally funded health program, whether
such bar is direct or indirect, or whether such bar is in whole or in part.
Contractor shall indemnify and hold County harmless against any and all
loss or damage County may suffer arising from any Federal exclusion of
Contractor or its staff members from such participation in a federally funded
health care program.
Failure by Contractor to meet the requirements of this Paragraph shall
constitute a material breach of contract upon which County may immediately
terminate or suspend this Agreement.
64. NOTICES: Notices hereunder shall be in writing and shall be hand
delivered with signed receipt or mailed by first class, registered or certified
mail, postage prepaid to the parties at the following addresses and to the
attention of the persons named. Director shall have the authority to execute all
43
notices which are required or permitted by County under this Agreement.
Addresses and persons to be notified may be changed by either party by giving
ten days prior written notice thereof to the other party.
To Contractor: Health Management Systems, Inc.
000 Xxxx Xxxxxx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxx X. Xxxx
To County: 1. Department of Health Services
Office of the Director of Finance
000 X. Xxxxxxxx Xx., Rm.# 907
Xxx Xxxxxxx, XX 00000
Attention: Director of Finance
2. Department of Health Services
Revenue Services Branch
000 X. Xxxxxxxx Xx., Xx.#000
Xxx Xxxxxxx, XX 00000
Attention: Chief, Revenue Services
3. Department of Health Services
LAC+USC Medical Center
0000 Xxxxx Xxxxx Xxxxxx
Xxx Xxxxxxx, XX 00000
Attention: Chief Financial Officer
4. Department of Health Services
Harbor/UCLA Medical Center
0000 Xxxx Xxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Attention: Chief Financial Officer
5. Department of Health Services
Rancho Los Amigos
National Rehabilitation Center
0000 Xxxx Xxxxxxxx Xxxxxxx
Xxxxxx, XX 00000
Attention: Chief Financial Officer
44
6. Department of Health Services
Xxxxxx Xxxxxx Xxxx, Xx./Xxxx Medical Center
00000 Xxxxx Xxxxxxxxxx Xxxxxx
Xxx Xxxxxxx, XX 00000
Attention: Chief Financial Officer
7. Consolidated Business Office (CBO)
0000 Xxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Attention: Director, CBO
8. Department of Health Services
Contracts and Grants Division
000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx Xxxxx Xxxx
Xxx Xxxxxxx, XX 00000
Attention: Division Chief
IN WITNESS WHEREOF, the Board of Supervisors of the County of
Los Angeles has caused this Agreement to be subscribed by its Director
of Health Services and Contractor has caused this
/
/
/
/
/
/
/
/
/
/
/
/
/
45
Agreement to be subscribed in its behalf by its duly authorized officer, the
day, month, and year first above written.
COUNTY OF LOS ANGELES
By s/ Xxxx Xxxxxxxx
----------------------------
Xxxx Xxxxxxxx
Director of Health Services
Health Management Systems, Inc.
-------------------------------
Contractor
By s/ Xxxx X. Xxxx
----------------------------
APPROVED AS TO FORM
BY THE OFFICE OF THE COUNTY COUNSEL
XXXXX X. XXXXXXX Title President
County Counsel -------------------------------
(AFFIX CORPORATE SEAL HERE)
APPROVED AS TO CONTRACT
ADMINISTRATION:
Department of Health Services
By s/
------------------------------
Chief, Contracts and Grants
Division
EXHIBIT A
STATEMENT OF WORK
FOR
FINANCIAL MANAGEMENT SERVICES
EXHIBIT A
STATEMENT OF WORK
1. CONTRACTOR PERSONNEL:
A. Contractor shall designate a Contract Manager to lead and
coordinate Contractor's provision of services pursuant to this Agreement.
B. Contractor shall work independently on designated assignments in
accordance with this Exhibit A - STATEMENT OF WORK.
C. Notwithstanding any representation by County regarding the
participation of County personnel in any phase of this project, Contractor
assumes sole responsibility for the timely accomplishment of all
activities assigned in this Agreement.
2. COUNTY PERSONNEL AND RECORDS:
A. County does not anticipate assigning any County employees to
assist Contractor on a full-time basis regarding services to be provided
by Contractor pursuant to this Agreement. However, County personnel will
be made available to Contractor, at the Director's discretion, to provide
input and assistance in order to answer questions and provide necessary
liaison between Contractor and County departments.
B. The various operational/administrative records and statistics of
County's health operations as defined in the Access to Information
Paragraph 6 relevant to performance of Contractor requirements hereunder
shall be available to Contractor for review
-1-
and evaluation whenever deemed appropriate and feasible by County, and as
may be allowed by applicable law.
3. COUNTY FURNISHED PROPERTY AND SERVICES: Contractor shall furnish all
labor, materials, supplies, personnel, equipment, and administrative support
necessary for the provision of all services to be provided under this Agreement.
At the Director's sole discretion, the County may assign space, chairs,
and desks, on a non-exclusive basis, for work area and related use by the
Contractor. In the event the Director assigns space to the Contractor,
Contractor shall use the space only for the purpose of the performance of
services hereunder. The Contractor is prohibited from use of such space, desks,
and chairs for the purposes other than for the performance of this Agreement.
At the Director's sole discretion, the County may provide access to
telephones, fax machines, typewriters, and photocopying equipment, on a
non-exclusive basis, for the purpose of Contractor's performance of this
Agreement.
The Contractor is prohibited from use of such equipment for the
purposes other than for the performance of this Agreement.
4. SCOPE OF WORK: The following indicates the areas of individual tasks
and general services assigned to Contractor, subsidiaries, or Subcontractors, as
applicable.
A. Contractor shall provide Financial Management Services,
consisting of Secondary Third-Party Resource Identification and Recovery
Services (STPRIR), Commercial Insurance Billing Services (CIBS), Medi-Cal
Billing and Follow-up Services (MBFS), and
2
Financial Management and Consulting Services (FMCS) to Facilities, and, at
Director's discretion with concurrence of Contractor, to any additional
new Facilities.
B. Director may, in his sole discretion, refer accounts to
Contractor, throughout the term of this Agreement, identified as follows
(1) self-pay and determined by the County to have partially or fully
unpaid balances; (2) non-self-pay, whether billed or unbilled as having
third-party coverage (i.e., Medi-Cal, Medicare, commercial insurance,
etc.) and then rejected for payment or otherwise not paid; (3) other types
of accounts, and/or from (4) from different automated systems than herein
specified. Notwithstanding the above, Director reserves the right to
restrict specific accounts or account types from referral to Contractor.
Director will, at his sole discretion, provide Contractor all pertinent
data related to referred accounts.
5. SERVICES TO BE PERFORMED BY CONTRACTOR: Contractor shall provide
County with the following:
A. Secondary Third-Party Resource Identification and Recovery
Services (STPRIR): STPRIR services will be provided by Contractor for all
Facilities, except as otherwise determined by Director, subsequent to the
initial referral of accounts to the County's primary contractor for
primary third-party resource identification and recovery service;
1. Contractor shall readily accept County's patient financial,
admission, eligibility, and other data in formats
3
(electronic media, magnetic tape, hard copies, or other formats that
become available) determined by Director.
2. Contractor shall provide all Facilities receiving STPRIR
services with a monthly listing (magnetic tape or paper) of referred
accounts for which third-party eligibility was identified, but
payment was not received, with an explanation of the reason(s)
further STPRIR efforts will not be pursued.
3. Contractor shall provide all Facilities receiving STPRIR
with a monthly listing of referred accounts that are eligible for
third-party reimbursement for which Contractor has conducted a
review sufficient to ensure that no claim by County or a primary
contractor has been paid or is pending adjudication by the
third-party payer or its fiscal intermediary. Facilities will delete
accounts from the listing that are currently being pursued by the
County or primary Contractor. Contractor shall then pursue
reimbursement only for accounts remaining on the listing.
4. Contractor shall develop fully ready for submission and
submit, unless otherwise instructed by Director, completed Medi-Cal,
Medicare, commercial insurance, and/or any other third-party
claims/xxxxxxxx, preferably electronically, to Electronic Data
Systems Federal Corporation (or a successor fiscal intermediary for
Medi-Cal), Blue Cross (or a successor fiscal intermediary for
Medicare), commercial insurance payers, and other third-party payers
or fiscal intermediaries.
4
5. Contractor shall request the necessary
information/documentation (i.e., approved TARS, or patient discharge
summaries, etc.) needed to develop valid reimbursement claims
directly from the source organizations (i.e., Utilization Review,
Medical Records, Patient Financial Services, etc.). Contractor shall
provide personnel to assist in retrieving/ photocopying documents as
may be requested by the Director/applicable Facilities.
6. Contractor shall maintain a claim/payment tracking system
to identify by account, category, facility, and in total, amounts
billed, collected, pending, denied, paid, and accounts referred back
to Facilities or primary contractors. Contractor shall provide aging
reports for accounts billed each month or as requested by
Director/applicable Facilities.
7. Contractor shall follow-up on denied claims, determine the
cause of the denial, correct deficiency, and resubmit claims for
payment unless and until the claim is determined to be
uncollectible. Contractor shall document the reasons the account is
uncollectible and report to the Director/ applicable Facilities.
8. Contractor shall maintain a comprehensive audit trail
substantiating all Medi-Cal, Medicare, commercial insurance, and any
other third-party xxxxxxxx.
9. Contractor shall post or assist in posting the payments and
adjustments to all applicable Facility's accounts receivable
systems, as may be requested by the Director.
5
10. Contractor shall provide complete detailed written
documentation of the systems, methods, and procedures employed in
producing third-party eligibility identification, claims billing,
collection, account posting, and denial follow-up activities. Such
documentation exclusive of software shall be provided upon
expiration of the term of this Agreement, should Director so notify
Contractor.
11. Contractor shall provide various management reports
regarding eligibility identifications, claims billed, collections,
remittance advice, denials, and other reports, in formats, content,
and frequency to be determined by the Director.
B. Commercial Insurance Billing Services (CIBS): CIBS services shall
be provided by Contractor to LAC+USC Medical Center (LAC+USC), Xxxxxx
Xxxxxx Xxxx, Xx./Xxxxxxx X. Xxxx Medical Center (MLK/D), Rancho Los Amigos
National Rehabilitation Center (RLA), various Health/Comprehensive Health
Centers (H/CHC) to be determined by Director, and, at the Director's
discretion with concurrence of Contractor, to additional Facilities. The
following indicates the areas of individual tasks and general services
assigned to Contractor, subsidiaries, or Subcontractors, as applicable.
1. Contractor shall provide comprehensive commercial insurance
billing and follow-up services, including denial reprocessing,
preferably using automated systems.
2. Contractor shall readily accept County's patient financial,
admission, eligibility, and other data in various
6
formats (electronic media, magnetic tape, hard copies, and other
formats that become available) as determined by the Director.
3. Contractor shall develop third-party claims that are
payable by the applicable commercial insurer, preferably, where
applicable, in electronic format.
4. Contractor shall request patient medical records, billing
instructions, or other data needed to develop valid claims from
applicable Facilities.
5. Contractor shall submit claims to the appropriate
Commercial insurer.
6. Contractor shall provide follow-up services for denied
claims and pursue third-party payments until the account is
determined to be uncollectible.
7. Contractor shall provide, develop, and maintain a database
to accumulate patient financial data, charge information, billing
statistics, payment information, and other data as necessary.
Contractor shall allow County's staff to access the database for
inquiries, reporting, and as otherwise necessary.
8. Contractor shall post or assist in posting the payments,
preferably electronically, to all applicable Facility's accounts
receivable systems, as may be requested by the Director.
9. Contractor shall return inpatient and outpatient accounts
to the County that have been billed but are unadjudicated 270 days
after the last billing, except as otherwise instructed by the
Director. The Contractor shall return all supporting
7
documentation (i.e., billing instruction, medical records,
correspondence and explanation of benefits, etc.) to the County upon
return of the accounts.
10. Contractor shall return inpatient and outpatient accounts
that are unbilled within 150 days after the Contractor initially
received the account from the County, except as otherwise instructed
by the Director. Contractor shall return all supporting
documentation (i.e., billing instruction, medical records,
correspondence and explanation of benefits, etc.) to the County upon
return of the accounts.
11. Contractor shall provide all supplies, computer terminals,
equipment, printers, processors, computer memory, controllers,
on-line storage devices, equipment, and personnel to provide its
services. Contractor shall ensure sufficient work stations are
placed at the applicable Facilities and that equipment is in a
County approved location.
C. Medi-Cal Billing and Follow-Up Services (MBFS): MBFS services
shall be provided by Contractor to all Hospital Facilities, the
Consolidated Business Office (CBO), and, at the Director's discretion with
concurrence of Contractor, to additional Facilities;
1. Contractor shall readily accept pertinent County Medi-Cal
patient inpatient and outpatient accounts data in formats determined
by the Director, and assist County in submitting valid Medi-Cal
claims to the State or its designated fiscal intermediary (currently
Electronic Data Systems Federal
8
Corporation). Contractor's services shall enable Facilities to
electronically transmit claims on at least a weekly basis.
2. Contractor services shall incorporate detailed edits to
identify potential errors and enable County personnel to make
on-line corrections to Medi-Cal claims. In addition, Contractor
shall include mechanisms to ensure follow-up notices are provided on
unpaid claims.
3. Contractor shall perform claims follow-up/tracking services
including generating completed Claims Inquiry forms containing the
requisite data elements for accounts requiring tracing and/or denial
reconsideration, and perform follow-up services including correcting
and resubmitting denied claims. Contractor shall be responsible for
submitting all Claims Inquiry Forms within the required time frames
in order to obtain reimbursement.
4. Contractor shall assist County, as needed, in
processing/pursuing accounts through the State Administrative
Appeals process for incorrectly paid or unpaid claims which are
referred to Contractor by Facilities. Contractor shall initiate the
administrative appeals process when Facilities have provided
available requested documentation and County staff have submitted
two Claims Inquiry forms to the State of California or its Fiscal
Intermediary, and the claims remain incorrectly paid or unpaid.
Contractor shall provide separate progress reports of
administrative appeals and enable on-line account status and
9
inquiry by County staff. At a minimum, Contractor shall provide
reports as identified in Attachment A, Paragraph A - MBFS Reports
and Report Frequency.
5. At the Director's discretion, Contractor shall assist
County in electronic posting of Medi-Cal remittances.
6. Contractor shall provide all programming changes for any
customized and routine reports or customized claims processing, as
requested by the Director.
7. Contractor shall provide all supplies, computer terminals,
equipment, printers, processors, computer memory, controllers,
on-line storage devices, equipment, and personnel to provide MBFS
services. Contractor shall ensure sufficient work stations are
placed at each Hospital Facility, and the Consolidated Business
Office, and that equipment is in a County approved location.
Contractor shall, at the Director's discretion, provide additional
workstations at locations determined by the Director.
8. Contractor shall provide training sessions to County staff
at Facilities, as may be requested by the Director. The subject
matter shall include, but not be limited to, new or updated
information concerning:
- Medi-Cal billing procedures
- accounts receivable procedures
- utilization of the reports generated
- resolutions, approaches, or procedures to resolve
problems.
10
9. Contractor shall readily accept pertinent County Medicare
patient inpatient and outpatient accounts data in formats determined
by the Director, and assist County in submitting valid Medicare
claims to the Social Security Administration or its designated
fiscal intermediary (currently Blue Cross Corporation), at the
Director's discretion with Contractor concurrence. Contractor's
services shall enable Facilities to electronically transmit claims
on at least a weekly basis.
10. Contractor shall provide Billing Advice Transaction Tapes
as may be requested by the Director.
D. Financial Management and Consulting Services (FMCS): FMCS
services shall include, at the Director's discretion with the concurrence
of Contractor, an inpatient document management system (DMS), and shall be
provided to RLA, and at the Director's discretion with concurrence of the
Contractor, to additional Facilities. Contractor shall provide resources
for the installation, implementation, and maintenance of FMCS, including
DMS as applicable, to provide management of inpatient receivables services
and management reports. Contractor shall provide Enhanced Inpatient FMCS
as described below, and as further described in Attachment C, including,
at the Director's discretion, performance of comprehensive billing and
follow-up services by Contractor staff for RLA only for accounts referred
to Contractor. FMCS encompasses the following:
1. Contractor shall readily accept County data in electronic
media, magnetic tape, or hard copies. Contractor shall have
11
access to inpatient financial folders and shall provide staff and
materials to photocopy those inpatient accounts records which are
required by Contractor in the performance of its services.
2. Contractor shall provide the following to Facilities:
a. A comprehensive audit trail substantiating all
Medi-Cal, Medicare, and other third-party xxxxxxxx;
b. Detailed written documentation of the systems,
methods, and procedures employed by Contractor in producing
the Medi-Cal, Medicare, and other third-party xxxxxxxx; such
documentation exclusive of software shall be provided upon
expiration of the term of this Agreement, should County so
notify Contractor.
3. Automation of various management reports as specified by
County (Attachment A - MANAGEMENT REPORTS, Paragraph B, attached
hereto) to be provided by Contractor as defined by applicable
Facilities management.
4. Automated posting on a continuing basis of Medi-Cal and
Medicare remittances and contractual allowances within five (5)
working days after Contractor's receipt of Remittance Advice tape.
5. Installation, implementation and maintenance of an
electronic error correction subsystem to enable the correction and
rebilling of Medicare rejections with a terminal in place with
capability of performing on-line corrections.
12
6. Installation, implementation and maintenance of a front-end
third party resource identification process to review admissions
against history files.
7. As applicable, installation, implementation, and
maintenance of, or interface with, an on-line DMS which utilizes
microcomputers, bar-coding and software necessary to meet
specifications as defined in Attachment B - DOCUMENTS MANAGEMENT
SYSTEM, attached hereto, tailored for use in inpatient prebilling
areas, for applicable Facilities.
8. As applicable, installation, implementation, and
maintenance of, or interface with an on-line DMS which utilizes
microcomputers, bar-coding, and software necessary to meet service
requirements and specifications as defined in Attachment B -
Document Management System, attached hereto, tailored for use
throughout applicable Hospital Facilities from the point of
admitting to closure of the account.
9. As applicable, DMS software provided by Contractor shall
reside on a minicomputer(s) located at applicable Facilities, linked
to terminals and data entry/barcode devices in the prebilling,
training areas, and in individual units within the Facilities.
Contractor shall provide all incidental equipment, software and
support including, but not limited to, communications equipment,
terminals, printers, data entry/bar-code devices where needed,
supplies, user documentation, user manuals and all necessary DMS
training. Equipment and software to be provided by Contractor shall
meet County requirements for
13
supporting the services outlined above at all locations incidental
to the DMS process and shall be subject to County approval as to
source and type of both software and hardware. The equipment and
software shall include any processor, processor upgrades, memory,
on-line storage devices and controllers incident to the services as
necessary to operate DMS and FMCS. Upon termination of Agreement,
County shall have the option to purchase any equipment (excluding
software, which shall remain property of Contractor) installed by
Contractor on County premises, at a price to be negotiated at date
of termination of Agreement.
10. Installation of a database on Contractor's mainframe
processor to accumulate patient account, charge, billing, payment,
TAR and diagnostic information, which Contractor shall maintain and
in to which Contractor shall allow County's staff access.
11. Performance of electronic media claiming to Medi-Cal for
inpatient services.
12. Performance of electronic media claiming services to
Medicare and, at the discretion of the Director, with the
concurrence of Contractor, other third-parties.
13. Software provided by Contractor to reside on hardware to
be specified and procured by Contractor at no additional cost to
County for the operation of intelligent workstations for purposes of
pricing and billing inpatient claims.
14
E. Enhanced Outpatient FMCS to LAC+USC, MLK/D, RLA, High Desert
Hospital (HDH), H/CHC, Childrens' Medical Services (CMS), Childrens'
Health Disability Program (CHDP), Family Pact (FPACT) and at the
discretion of the Director with the concurrence of Contractor, to other
Facilities, the following:
1. Contractor shall readily accept County data in electronic
media, magnetic tape, or hard copies. Contractor shall have access
to outpatient financial information/folders and shall provide staff
and materials to photocopy those outpatient accounts records which
are required by Contractor in the performance of its services.
2. Contractor shall provide the following to Facilities:
a. A comprehensive audit trail substantiating all
Medi-Cal, Medicare, and other third-party xxxxxxxx;
b. Detailed written documentation of the systems,
methods, and procedures employed by Contractor in producing
the Medi-Cal, Medicare, and other third-party xxxxxxxx; such
documentation exclusive of software shall be provided upon
expiration of the term of this Agreement, should Director so
notify Contractor.
3. Automation of various management reports as specified by
Director (Attachment A - MANAGEMENT REPORTS, attached hereto) to be
provided by Contractor as defined by applicable Facilities
management.
15
4. Installation, implementation and maintenance of a front-end
third party resource identification process to review admissions
against history files.
5. Installation of a database on Contractor's mainframe
processor to accumulate patient account, charge, billing, payment,
TAR and diagnostic information, which Contractor shall maintain and
to which Contractor shall allow County's staff access.
6. Performance of electronic media claiming to Medi-Cal for
outpatient services.
7. Performance of electronic media claiming services to
Medicare and, at the discretion of the Director, with the
concurrence of Contractor, other third-parties.
8. Automated posting on a continuing basis of Medi-Cal and
Medicare remittances and contractual allowances within five (5)
working days after Contractor's receipt of Remittance Advice tape.
F. Continuing and ongoing consultant services including
recommendations relating to the future maintenance and updating of the
systems, methods and procedures employed by Contractor, and
recommendations as to how County xxxxxxxx and collections performance
might be improved; and
G. Provide continuing support to County, as required to continue
provision of those services to be performed by Contractor under this
Agreement, at a comparable level of automation/ efficiency, during any
planned future financial accounting, patient
16
registration, or any other Facility system procured by County and during
any other system conversions or augmentations.
H. As may be requested by the Director, with concurrence of
Contractor, provide continuing and ongoing consultant services including
recommendations relating to the future maintenance and updating of the
systems, methods and procedures employed, or to be employed, by Contractor
in order to respond to information analysis and processing requirements
associated with County's accommodation to various aspects of managed care
in such forms as may be implemented, and recommendations and assistance
relative to xxxxxxxx, collections, and overall financial performance of
the County.
7. ACCESS TO INFORMATION: In order for Contractor to perform the
services described in this Exhibit A - STATEMENT OF WORK, Paragraph 5 - SERVICES
TO BE PERFORMED BY CONTRACTOR, County shall cooperate with Contractor by
affording Contractor access to such financial, medical and other operating data
as may be available at any office of County and/or at the appropriate Facility,
as Contractor may reasonably request and as may be allowed by applicable law,
including among other things the following:
A. Current demographic, admission, and registration data from the
respective Facility admission and registration system (i.e., HBOC,
Compucare,etc.) files, as available in magnetic tape form on a monthly or
more frequent basis;
B. California Identification (CID) File, as available in magnetic
tape form on a monthly or more frequent basis;
17
C. Welfare Case Management Information System (WCMIS) Files, as
available in magnetic tape form and on a quarterly or more frequent basis;
D. Inpatient and ambulatory care monthly self-pay and non-self-pay
xxxxxxxx as available in magnetic tape form and on a monthly or more
frequent basis;
E. Medicare and Medi-Cal Remittance Files on a weekly basis;
Contractor shall reimburse County for County's cost to reproduce these
Files for Contractor's use;
F. Eligibility and enrollment history files on a monthly basis;
Contractor shall reimburse County for its cost to reproduce these Files
for Contractor's use;
G. File layouts for each of the computer files specified in
Subparagraphs A through F, above, and Subparagraph L below;
H. Inpatient and ambulatory care self-pay and non-self-pay billing
folders, as available from the appropriate Facility;
I. Access to HBOC, and Compucare systems for inquiry purposes;
J. County patient medical records, for purposes of determining and
verifying dates of patient service and other diagnosis information
required for successful completion services referred to in this Exhibit A
- STATEMENT OF WORK, Paragraph 5 hereinabove;
K. HBOC, Compucare, or other County contractor patient accounting
and accounts receivable information in magnetic tape form on a weekly or
monthly basis, along with associated file layouts;
L. At the Director's discretion, with concurrence of Contractor, any
additional files, documents, system access, or information
18
deemed appropriate to facilitate performance of the services described in
this Exhibit A - STATEMENT OF WORK, Paragraph 5 hereinabove.
8. PROVISION FOR PAYMENT: Subject to the body of this Agreement, County
shall compensate Contractor hereunder as set forth in this Paragraph 7 -
Provision for Payment. The term "payments" as used in this Paragraph 7, includes
cash, credits, transfers, Medi-Cal cost report settlements, and capitation and
premium fees received by the County. The term "payments", as used in this
Paragraph 7, shall not include any Medicare cost report settlements, nor shall
it include any block grant monies, including, but not limited to, SB 855 and AB
1255 funds. Also, subject to the provisions of this Agreement:
A. The aggregate contingent fee payable to Contractor with respect
to Medi-Cal, Medicare, commercial insurance, and managed care payments
received by County as a consequence of this Exhibit A - STATEMENT OF WORK,
Paragraphs 5A (STPRIR) and 5H (FMCS) shall be negotiated by Director and
Contractor, but not be greater than twenty-five percent (25% or 0.25) of
those Medi-Cal, Medicare, commercial insurance, managed care, and
incremental Medicare bad debt payments received by the County.
B. The aggregate contingent fee payable to Contractor with respect
to commercial insurance payments received by County as a consequence of
this Exhibit A - STATEMENT OF WORK, Paragraph 5B (CIBS) shall be
negotiated by Director and Contractor, but shall not be greater than seven
percent (7.0% or 0.07) of commercial insurance payments received by the
County from CIBS when it is provided to
19
only one (1) Facility, and shall not be greater than six and one-half
percent (6.5% or 0.065) of commercial insurance payments received by the
County from CIBS when it is provided to only two (2) Facilities, and shall
not be greater than six percent (6.0% or 0.06) of commercial insurance
payments received by the County from CIBS provided to three (3) or more
Facilities; or shall not be greater than eleven percent (11.0% or 0.11) of
any portion of commercial insurance payments received by the County from
CIBS provided, at Director's discretion with the concurrence of
Contractor, to one or more such Facilities under a tier fee structure
using a lower fee percentage(s) up to a baseline(s).
C. The aggregate contingent fee payable to Contractor with respect
to Medi-Cal payments received by County as a consequence of Exhibit A -
STATEMENT OF WORK, Paragraph 5C (MBFS) shall be negotiated by Director and
Contractor, but not greater than Three Dollars and Eighty Cents ($3.80)
for each claim for which the County receives payment.
Additional fees for Contractor services shall be as follows:
1. The aggregate contingent fee payable to Contractor for
services provided pursuant to Exhibit A - STATEMENT OF WORK,
Paragraph 5.C.4, shall be negotiated by Director and Contractor but
shall be no greater than Twelve and one-half percent (12.5% or
0.125) of inpatient Medi-Cal and Medicare payments received by
County, and shall be no greater than Twenty-five percent(25.0% or
0.25) of outpatient Medi-Cal and Medicare payments received by
County.
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2. The aggregate contingent fee payable to Contractor for
services provided pursuant to Exhibit A - STATEMENT OF WORK,
Paragraph 5.C.5, shall be negotiated by Director and Contractor but
shall be no greater than Twenty-five Cents ($0.25) for each
transaction.
3. The aggregate fee payable to Contractor for services
provided pursuant to Exhibit A - STATEMENT OF WORK, Paragraph 5.C.6,
shall be negotiated by Director and Contractor but shall be no
greater than One Hundred Ten Dollars ($110.00) per hour for time and
material charge for County requested programming of Contractor's
system to customize reports or claims processing.
4. The aggregate fee payable to Contractor for services
provided pursuant to Exhibit A - STATEMENT OF WORK, Paragraph 5.C.7,
shall be negotiated by Director and Contractor but shall be no
greater than Two Thousand Five Hundred Dollars ($2,500) for
installation of each additional County requested electronic billing
work station.
5. The aggregate contingent fee payable to Contractor with
respect to Medicare payments received by County as a consequence of
Exhibit A - STATEMENT OF WORK, Paragraph 5.C.9 shall be negotiated
by Director and Contractor, but shall not be greater than Two
Dollars and Twenty-Five Cents ($2.25) for each claim for which the
County receives payment.
6. Contractor hereby agrees the services to be provided
pursuant to Exhibit A - STATEMENT OF WORK, Paragraphs 5.C.10 shall
be at no cost (free of charge) to County.
21
D. The applicable contingent fees payable to Contractor pursuant to
Exhibit A - Statement of Work, Paragraph 5D (FMCS - INPATIENT) hereinabove
and Attachments A, B and C, all attached hereto, shall be negotiated by
Director and Contractor but be no greater than as follows:
1. RLA: Fees for FMCS shall be no greater than three percent
(3.0% or 0.03) of inpatient Medi-Cal and Medicare payments received
by County.
The maximum fee payable to Contractor by County for
provision of FMCS when comprehensive inpatient billing and follow-up
services are performed by Contractor Staff, and RLA is also
utilizing Contractor's outpatient FMCS, for the twelve (12) month
period beginning July 1, 1999 and for each subsequent twelve month
period(s) thereafter for the duration of this Agreement shall not
exceed Four-Hundred Fifty-Thousand dollars ($450,000), prorated for
partial fiscal year implementation.
The maximum fee payable to Contractor by County for provision
of FMCS at RLA when billing and follow-up activities are performed
by RLA Staff shall be no greater than one and seven-tenths percent
(1.7% or .017) of inpatient Medi-Cal and Medicare payments received
by the County, provided that such FMCS are provided for a minimum of
twenty-four months.
2. LAC+USC, H/UCLA, MLK/D, OV/UCLA, and HDH: Fees shall be no
greater than one and seven-tenths percent (1.7% or 0.017) of
inpatient Medi-Cal and Medicare payments received by County.
22
The maximum fee payable to Contractor by County for provision
of FMCS at LAC+USC for the twelve (12) month period beginning July
1, 1999 and for each subsequent twelve month period(s) thereafter
for the duration of this Agreement shall not exceed Six Hundred
Thousand Dollars ($600,000), prorated for partial fiscal year
implementation.
The maximum fee payable to Contractor by County for provision
of FMCS at LAC+USC and MLK/D for the twelve (12) month period
beginning July 1, 1999 and for each subsequent twelve month
period(s) thereafter for the duration of this Agreement shall not
exceed One Million Dollars ($1,000,000), prorated for partial fiscal
year implementation.
The maximum fee payable to Contractor by County for provision
of FMCS at LAC+USC, MLK/D, and RLA for the twelve (12) month period
beginning July 1, 1999 and for each subsequent twelve month
period(s) thereafter for the duration of this Agreement shall not
exceed One Million Four Hundred Thousand Dollars ($1,400,000),
prorated for partial fiscal year implementation.
The maximum fee payable to Contractor by County for provision
of FMCS at LAC+USC, MLK/D, RLAMC, and HDH for the twelve (12) month
period beginning July 1, 1999 and for each subsequent twelve month
period(s) thereafter for the duration of this Agreement shall not
exceed One Million Six Hundred Thousand Dollars ($1,600,000),
prorated for partial fiscal year implementation.
23
The maximum fee payable to Contractor by County for provision
of FMCS at LAC+USC, MLK/D, RLAMC, HDH, and H/UCLA for the twelve
(12) month period beginning July 1, 1999 and for each subsequent
twelve month period(s) thereafter for the duration of this Agreement
shall not exceed Two Million Dollars ($2,000,000), prorated for
partial fiscal year implementation.
The maximum fee payable to Contractor by County for provision
of FMCS at LAC+USC, MLK/D, RLAMC, HDH, H/UCLA, and OV/UCLA for the
twelve (12) month period beginning July 1, 1999 and for each
subsequent twelve month period(s) thereafter for the duration of
this Agreement shall not exceed Two Million Two Hundred Thousand
dollars ($2,200,000), prorated for partial fiscal year
implementation.
The maximum fee payable to Contractor by County for provision
of FMCS at the Consolidated Business Office (CBO) for LAC+USC, MLK/D
and HDH for the twelve (12) month period beginning July 1, 1999 and
for each subsequent twelve month period(s) thereafter for the
duration of this Agreement shall not exceed One Million Dollars
($1,000,000), and shall increase an additional Two Hundred Thousand
Dollars ($200,000) for each additional Facility added to the CBO for
up to a maximum of One Million Five Hundred Thousand Dollars
($1,500,000) for all Facilities, prorated for partial fiscal year
implementation.
3. The maximum fees payable to Contractor under each of the
payment provisions described in Subparagraph D 1 and D 2 hereinabove
shall be increased by not greater than fifteen
24
percent (15% or 0.15) if, at the Director's discretion and with the
concurrence of Contractor, DMS as described in Attachment B attached
hereto, is provided to the applicable Facility/Facilities.
4. The applicable contingent fees payable to Contractor for
services provided pursuant Paragraph 5E (FMCS - OUTPATIENT)
hereinabove shall be negotiated by Director and Contractor but shall
be no greater than as follows:
a. Fees shall be no greater than eleven percent (11.0%)
of outpatient Medi-Cal, Medicare, CHDP, FPACT, CMS, and other
publicly funded program payments received by County.
b. Fees shall be no greater than ten percent (10% or
0.10) of outpatient Medi-Cal, Medicare, CMS, and other
publicly funded program payments received by County if, at
Director's discretion, with concurrence of Contractor,
outpatient FMCS is provided to LAC+USC, MLK/D, HDH, RLA,
Harbor/UCLA Medical Center (H/UCLA), Olive View/UCLA Medical
Center (OV/UCLA), and H/CHC.
c. Fees for CHDP and FPACT will, at the Director's
Discretion with Contractor concurrence, be reduced to no
greater than seven percent (7.0% or .07) of payments received
by County up to an agreed upon baseline(s).
E. Contractor hereby agrees that should it become necessary, due to
a temporary failure of Contractor to provide adequate FMCS system or
support services, for County to xxxx inpatient Medi-Cal or Medicare
accounts through alternate means other than FMCS, that
25
Contractor shall not be entitled to receive any fees specified in this
Paragraph 7 for claims submitted for payment through such alternative
means and the maximum fee payable to Contractor shall be reduced on a
prorated basis for the number of weeks the temporary failure exists as a
proportion of annual maximum fee.
F. All amounts payable to Contractor pursuant to this Paragraph 7
will be paid by County to Contractor within a reasonable period of time
following County's receipt of complete and correct payments for the
xxxxxxxx generated by Contractor from Medi-Cal, Medicare and/or commercial
insurance payers, etc. All amounts payable to Contractor pursuant to this
Paragraph 7 will be paid by County to Contractor within a reasonable
period of time following County's receipt of an invoice detailing the
inpatient payments received from Medi-Cal and Medicare during the prior
month. In no case shall County pay to Contractor any amounts pursuant to
this Paragraph 7 for any Medi-Cal or Medicare payments received by
Facilities prior to date of commencement of this Agreement or subsequent
to the effective date of discontinuance or termination of such services.
G. Contractor hereby agrees that any payments made by County to
Contractor for services originally approved by Medi-Cal, Medicare and/or
commercial insurance payers, etc., and later disallowed in audit or
otherwise recouped by the payer or its intermediary, shall be repaid. All
refund payments to be made by Contractor shall be due and payable by
Contractor upon Contractor's receipt of an itemized invoice indicating the
specific nature and amount of the audit disallowance(s) and/or
recoupment(s) and affirming County's
26
intention to immediately repay any disallowances to Medi-Cal, Medicare
and/or commercial insurance payer(s), etc. If Contractor fails to
reimburse County, County may, at its discretion, deduct such amount from
future payments to Contractor. In this regard, Contractor shall be
relieved of its responsibilities under this Paragraph 7 if County shall
not have notified Contractor of any audit disallowances and/or recoupment
within one hundred and eighty (180) days of County's receipt of any final
disallowance report and/or recoupment notification or within six (6) years
of the date of the payment of the Medi-Cal, Medicare and/or commercial
insurance, etc., claim to County.
H. County shall be liable to Contractor with regard to amounts
payable to Contractor for services performed hereunder only insofar as the
bills processed and approved by Medi-Cal, Medicare, and/or commercial
insurance payer(s), etc., cover County self-pay and non-self-pay patients
as specified in Paragraph 4B.
I. Contractor hereby agrees the services to be provided pursuant to
Exhibit A - STATEMENT OF WORK, Paragraphs 5F and 5G shall be at no cost
(free of charge) to County.
J. Contractor also agrees to maintain records sufficient to document
all xxxxxxxx submitted and inpatient admissions monitored as part of this
project, separating Medi-Cal, Medicare, and various commercial insurance
payer xxxxxxxx, which records shall serve as the basis of the computations
required pursuant to this Paragraph 7 and which records shall contain the
following information:
(1) Accounts billed/monitored;
27
(2) Invoice/control numbers of all xxxxxxxx submitted;
(3) Dates of xxxxxxxx;
(4) Amounts paid to County, by invoice/control number;
(5) Dates of payments to County;
(6) Amounts due to Contractor; and
(7) Dates of payments to Contractor by County.
County shall cooperate in providing Contractor with access to the
information necessary for Contractor to maintain such ledgers and
Contractor shall make such ledgers available to County for its inspection.
K. Contractor also agrees to submit sufficient documentation with
all invoices pursuant to this Paragraph 7 which shall include the
following information:
(1) Invoice/control numbers of all xxxxxxxx submitted;
(2) Dates of xxxxxxxx;
(3) Description of the product(s) or service(s) acquired;
(4) Quantity/deliverable and price of each product or service;
(5) Dates of acquisition/service;
(6) Amounts due to Contractor; and
(7) Copies of County's written authorization, third-party receipts,
third-party invoices, and/or other documentation.
8. ADDITIONAL COVENANTS OF CONTRACTOR: In performing the services
described in this Exhibit A - STATEMENT OF WORK, Contractor shall:
A. Use reasonable care to avoid duplicate invoicing;
B. If so requested in advance by County, return all the material
provided by County pursuant to Exhibit A - STATEMENT OF WORK,
28
Paragraph 6 - Access to Information promptly and in the same condition and
sequence in which received;
C. Respect the confidential nature of all information with regard to
County patient and Hospital financial records. Contractor contractually
recognizes the confidentiality of all County patient data and therefore,
shall obtain/extract only that information needed to discover and generate
required third-party and commercial insurance, etc., billing information.
All such collected information shall remain the property of County;
D. Upon termination of Agreement, if so requested by the Director,
Contractor shall provide County, in a format designated by the Director,
with the data currently maintained in performance of services under this
Agreement in accordance with Exhibit A - STATEMENT OF WORK, Paragraph 5.
E. Have no contact whatsoever with any of the patients of County's
Facilities, without the prior written consent of the Director, during the
course of Contractor's performance of any of the services in this
Agreement.
29
ATTACHMENT A
MANAGEMENT REPORTS
A. MBFS REPORTS AND REPORT FREQUENCY - The following list of management
reports shall be the minimum provided by Contractor as part of Exhibit
A - STATEMENT OF WORK for MBFS. Detailed report contents and format are
to be approved by County.
1. Denials Report (Weekly).
2. Inquiry Sent - No response - 60 Days Report (Weekly).
3. Suspended Claims - Greater Than 60 Days Report (Weekly).
4. Incorrectly Paid Accounts Reports (Weekly).
5. Pending Payment Status Report (Monthly).
6. Administrative Appeals Report (Monthly).
7. Management Summary Report (Monthly).
8. Outpatient Denials Report (Monthly).
9. Outpatient Pending Payment Status Report (Monthly).
10. Requested Information Status Report (Monthly).
Weekly reports shall be received by Facilities no later than
five (5) working days from the scheduled Fiscal Intermediary transfer
date to the State Controller's Office. Contractor shall promptly notify
Count of any unexpected delays (i.e., RA tapes delayed by Fiscal
Intermediary, RA tapes invalid, etc.)
Monthly report shall be received by Facilities no later than
seven (7) working days following the end of the preceding month.
B. The following list of management reports shall be the
minimum provided by Contractor as part of Exhibit A - STATEMENT OF WORK
for FMCS. Detailed report contents and format are to be approved by
County.
1. Days in Accounts Receivables by Carrier Code Monthly and by
Hospital.
2. Summary of Accounts Receivable Balances and Monthly Accounts
by Carrier Code by Billed and Unbilled by Hospital.
3. Summary of Charges, Collections, Adjustments Monthly and
Accounts Receivable Balances by Program.
4. Detail Listing of Accounts Receivable sorted As Needed by
Carrier Code, Name, PF Number, Admission Date, Discharge Date
or Balance.
5. Summary of Charges and Net Revenue by Medical Monthly Service
(xxxx or clinic).
6. Medi-Cal and Medicare Collections by Year of Monthly Services
by Inpatient and Outpatient Activity.
7. Detail Summary of Medi-Cal and Medicare Monthly Remittances
Advices.
8. Medi-Cal and Medicare Denials/Mailbacks by Monthly Error Type.
9. Accounts Receivable match to Medicare and Monthly Medi- Cal
history files by designated Carrier Codes, listed by account.
10. Summary of Days and Charges Billed by Carrier As Needed Code.
(To be developed following implementation of price
workstations.)
Note: (1) Specific due dates of reports to be determined by the
Facility and Contractor.
(2) Source of data to be specified by the Facility.
2
ATTACHMENT B
DOCUMENT MANAGEMENT SYSTEM
A. INPATIENT PRE-BILLING
The following outlines the minimum services to be provided as functions
of the installation and maintenance of the Document Management System
at the applicable Facility inpatient pre billing areas.
1. Perform a process flow analysis of the inpatient prebilling
area.
2. Install DMS workstations and supporting software to provide
on-line update, inquiry and reporting capabilities.
3. Provide reports, the contents and format of which are to be
approved by County; thereafter, Contractor will install an ad
hoc report writer if so requested by County.
4. Install DMS workstations which allow data entry via barcode
scanning or via keyboard entry and provide a visual display of
menus and data. Menus must be return specific for the function
of the workstation rather than generic menus for all
workstations.
5. Provide for the use of the bar-code labels which can be
randomly associated with files, documents or data.
6. Provide for association of bar-codes to other bar-codes to
enable independent simultaneously gathered data to be
consolidated at a future date.
7. Provide the ability to track and control billing folders,
billing instructions and other related information in the
inpatient prebilling area.
ATTACHMENT B
DOCUMENT MANAGEMENT SYSTEM (continued)
8. Provide for maintaining and reporting, at a minimum, the
patient name, patient file number, billing number, admission
date, third party resource code (carrier code), days of
service, case value, PFS assignment, current location,
completed processing steps, duration of residence at each
location, and key documents contained in the billing file.
9. Provide summary reports by each type of carrier code.
10. Develop target processing times, using an elapsed time method,
between milestones established for each case type.
11. Provide the ability to establish a priority designation for
any case (file or document) in the system such as a Medi-Cal
case approaching the statute of limitations for billing.
12. Provide on-site training of County's staff in the use of DMS
in the inpatient prebilling area.
B. FACILITIES
The following outlines the minimum services to be provided as
functions of the installation, implementation, and maintenance
of the Document Management System from admitting to billing of
the account throughout the applicable Facilities.
1. Perform a process flow analysis of the PFS and
Billing areas.
2. Install DMS workstations and supporting software to
provide on-line update, inquiry and reporting
capabilities.
3. Provide reports, the contents and format, of which
are to be approved by the County; thereafter,
Contractor will install an ad hoc report writer if so
requested by County.
2
ATTACHMENT B
DOCUMENT MANAGEMENT SYSTEM (continued)
4. Install DMS workstations which allow data entry via
bar-code scanning or via keyboard entry and provide a
visual display of menus and data. Menus must be
return specific for the function of the workstation
rather than generic menus for all workstations.
5. Provide for the use of the bar-code labels which can
be randomly associated with files, documents or data.
6. Provide for association of bar-codes to other
bar-codes to enable independent simultaneously
gathered data to be consolidated at a future date.
7. Provide for maintaining and reporting, at a minimum,
the patient name, patient file number, billing
number, admission date, third party resource code
(carrier code), days of service, case value, PFS
assignment, current location, completed processing
steps, duration of residence at each location, and
key documents contained in the billing file.
8. Provide summary reports of each type of carrier code.
9. Develop target processing times, using an elapsed
time method, between milestones established for each
case type.
10. Provide the ability to establish a priority
designation for any case (file or document) in the
system such as a Medi-Cal case approaching the
statute of limitations for billing.
11. Provide on-site training of County's staff in the use
of DMS in all relevant areas.
3
ATTACHMENT C
ADDITIONAL FINANCIAL MANAGEMENT AND CONSULTING SERVICES
A. County hereby authorizes, at the discretion of Director, with
concurrence of Contractor, expansion of services to be provided by
Contractor to Facilities pursuant to Exhibit A - STATEMENT OF WORK,
Paragraph 4B of this Agreement. This paragraph states, in part:
"Director will, in his sole discretion, refer accounts to Contractor,
throughout the term of this Agreement, identified as self-pay and
determined to have partially or fully unpaid balances by the County,
or identified by the County as non-self-pay, whether billed or
unbilled as having third-party coverage (i.e., Medi-Cal, Medicare,
commercial insurance, etc.) and then rejected for payment or
otherwise not paid, and other types of accounts, and/or from
different automated systems than herein specified. Notwithstanding
the above, County reserves the right for the Director to restrict
specific accounts or account types from referral to Contractor.
Director will, at his sole discretion, provide Contractor all
pertinent data related to referred accounts."
Accordingly, Contractor may proceed to expand the services currently provided as
follows:
1. Expanded Scope of Work: CONTRACTOR shall provide the revised services
as outlined below, at the discretion of Director with the concurrence
of Contractor, to Facilities.
2. Project Term: These revised services shall be provided from the initial
effective date of this Agreement until directed to discontinue such
services by Director or until this Agreement terminates.
3. Work to be Performed: The work to be performed by Contractor shall
include the following:
A. Unbilled Inpatient and Outpatient Accounts
ATTACHMENT C
ADDITIONAL FMCS (continued)
(1) Research unbilled accounts on the HBOC Accounts
Receivable (A/R) System and Collectors Accounts (C/A)
System that meet the following criteria:
(a) Inpatient and outpatient accounts that have
been classified as having third-party
coverage after the date of patient discharge
(inpatient) or patient service (outpatient),
and
(b) Inpatient and outpatient accounts that have
been classified as self-pay after the date
of patient discharge (inpatient) or patient
service (outpatient).
(2) Identify third party coverage for unbilled accounts
(excluding those assigned by County to other contract
service providers).
(3) Prepare Medicare, Medi-Cal and commercial insurance
xxxxxxxx and submit to the appropriate intermediary.
(4) Research all accounts on the HBOC A/R and C/A systems
with discharge or service dates prior to an agreed
upon date for each Facility, except those accounts
being processed by other contract agencies.
(a) Identify payment eligibility or appropriate
disposition of these accounts.
(b) Provide an initial status report on these
accounts by the effective date of this
Agreement identifying probable recoverable
amounts and apparent reasons for the
accounts to be remaining on A/R.
(c) Prepare Medicare, Medi-Cal or commercial
insurance xxxxxxxx to the appropriate
intermediary, if eligibility exists.
2
ATTACHMENT C
ADDITIONAL FMCS (continued)
(d) Recommend other appropriate disposition of
these accounts to Facility staff, if no
payment eligibility can be determined.
(5) Research and resubmit claims billed by Contractor
which are suspended or denied by the fiscal
intermediary (i.e., complete and return RTD's, CIF's,
etc.).
(6) Provide payment posting detail for accounts that have
been billed by Contractor and subsequently paid.
Input this detail to HBOC as posting transactions
(i.e., "K" cards) and, as necessary, correct and
resubmit unmatched items.
(7) Establish a payment tracking process on the accounts
billed by Contractor to identify amounts billed and
amounts collected. Provide an accounts aging report
for the accounts billed by Contractor.
B. Billed and Unpaid Inpatient and Outpatient Accounts
(1) Research accounts on the HBOC A/R system which have
been billed and remain unpaid at least 90 days after
billing.
(2) Follow-up on the aforementioned billed accounts
(excluding those assigned to QMA, USCB or other
contract service providers) to determine why they
have not been paid.
(3) Correct any deficiencies on the billed accounts,
prepare revised Medicare, Medi-Cal and commercial
insurance xxxxxxxx and resubmit to the appropriate
intermediary for payment.
(4) Follow-up on the billed and unpaid accounts to
identify those that have been paid but not deleted
from the HBOC A/R system.
3
ATTACHMENT C
ADDITIONAL FMCS (continued)
(5) Prepare a listing of the accounts to be referred to
the Treasurer and Tax Collector (TTC) or an Outside
Collection Agency (OCA) based on criteria to be
established by Facility staff.
(6) Obtain Facility concurrence on the referral list and
prepare a referral report for TTC and/or the CCA.
(7) Prepare automated transactions to delete the accounts
to be referred from the HBOC A/R system.
(8) Identify payment information on accounts that have
been paid.
C. Provide appropriate records and details for audit follow-up
and review in accordance with requirements to be defined by
Facility staff.
B. SCOPE AND IMPLEMENTATION SCHEDULE
The following outlines the minimum services (additional to prior FMCS
services) to be provided to a Facility as a function of the
installation, implementation, and maintenance of Enhanced FMCS and the
maximum time periods allotted to complete installation and
implementation of the various service components.
1. Upgrade FMCS billing system to enhanced FMCS.
a. Installation and implementation of the FMCS enhanced
system onto a Novell Local Area Network (LAN)
providing access to on all hardware capable of
performing billing functions within 120 days of the
effective date of this Agreement.
b. Installation and implementation of the upgraded
Medi-Cal billing system including operation of the
Novell LAN. Features to include at a minimum:
1. Key-in claim functionality including ability
to submit claims on a weekly basis to the
fiscal intermediary.
4
ATTACHMENT C
ADDITIONAL FMCS (continued)
2. Ability to generate paper claims on the standard Medi-Cal
claim format for any other payers for which a unique carrier
code/financial class code is provided.
3. Mother/Baby account on-line linking
4. Worker assignment ability
5. Worker productivity reporting ability
c. Re-Engineer FMCS to enable direct automated billing independent of
the Document Management System (DMS) interface.
2. Develop Compucare to DMS electronic interface at applicable Facility.
a. Installation and implementation to be completed within 120 days of
the effective date of this Agreement.
b. Develop an interface (one-way) to accept Admission, Discharge, and
Transfer information from Compucare.
3. Develop FMCS at applicable Facility UR/TAR interface
a. Installation and implementation to be completed within 120 days of
the effective date of this Agreement.
b. Develop an interface (one-way) to electronically load TAR specific
information into enhanced FMCS (to reduce the need for manual key
entry) from the applicable Facility UR/TAR system.
4. Develop and Implement Automated Batch Updating to HBOC.
Develop an HMS to microcomputer based automated batch update function
to facilitate posting of billing related information (i.e, billing
"flags", billing notes, insurance carrier changes, etc.) to the
financial system data files.
5
ATTACHMENT C
ADDITIONAL FMCS (continued)
5. Enhanced Ongoing Support Provision of 1,615 hours of support during the
contract period for the following functions.
a. On-Site enhanced FMCS training
b. Support for enhanced FMCS functionality enhancements.
c. Support for the Compucare/DMS and FMCS/UR-TAR interface activities.
d. Support for the any conversions affecting HBOC.
e. Support for other FMCS related system conversions.
f. Additional FMCS report development to meet Facility needs.
g. Additional DMS report development to meet Facility needs.
6. Provision (at County's election) of any and all new releases/ versions
and/or products of HMS billing systems/services, which are offered or
provided to other HMS clients with similar billing and/or account
management needs/requirements, to the County at no cost.
6
ATTACHMENT D
COUNTY FACILITIES
North/East
LAC+USC Medical Center Monrovia Health Center
0000 Xxxxx Xxxxx Xxxxxx 000 Xxxx Xxxxx Xxxxxx
Xxx Xxxxxxx, XX 00000 Xxxxxxxx, XX 00000
Azusa Health Center Pico Xxxxxx Health Center
000 Xxxxx Xxxxx Xxxxxx 0000 Xxxxx Xxxxxxx Xxxx.
Xxxxx, XX 00000 Xxxx Xxxxxx, XX 00000
Central Health Center Xxxxxx Comprehensive Health Center
000 Xxxxx Xxxxxxxx Xxxxxx 000 X. Xxxxxxxx Xxx.
Xxx Xxxxxxx, XX 00000 Xxx Xxxxxxx, XX 00000
El Monte Comprehensive Health Center Whittier Health Center
00000 Xxxxxx Xxxx. 0000 X. Xxxxxxx Xxxxxx
Xx Xxxxx, XX 00000 Xxxxxxxx, XX 00000
La Xxxxxx Health Center
00000 Xxxxxxx Xxxxxx
Xx Xxxxxx, XX 00000
Coastal
Harbor/UCLA Xxxxxxx Xxxxxx Xxxx Xxxxx XXX
0000 Xxxx Xxxxxx 0000 Xxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000 Xxxx Xxxxx, XX 00000
Avalon Health Center Norwalk Health Center
000 Xxxxxx Xxxxxx 00000 Xxxx Xxxxxxxxx Xxxxxxxxx
Xxxxxxxx Xxxxxx, XX 00000 Xxxxxxx, XX 00000
Bellflower Health Center Torrance Health Center
00000 Xxxx Xxxxxx Xxxxxx 0000 Xxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000 Xxxxxxxx, XX 00000
Harbor Health Center Wilmington Health Center
000 Xxxx Xxxxxx Xxxxxx 0000 Xxxxx Xxxxxx
Xxx Xxxxx, XX 00000 Xxxxxxxxxx, XX 00000
Hawaiian Gardens Health Center
00000 Xxxxxxx Xxxxxx
Xxxxxxxx Xxxxxxx, XX 00000
ATTACHMENT D (CONTINUED)
South/Xxxx
Xxxxxx Xxxxxx Xxxx Xx./Xxxx Medical Center Imperial Heights Health Center
00000 Xxxxx Xxxxxxxxxx Xxxxxx 00000 Xxxxx Xxxxxxx Xxxxxx
Xxx Xxxxxxx, XX 00000 Xxx Xxxxxxx, XX 00000
Rancho Los Amigos Medical Center Lawndale Health Center
0000 Xxxx Xxxxxxxx Xxxxxxx 00000 Xxxxx Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000 Xxxxxxxx, XX 00000
Compton Health Center North Hollywood Health Center
000 Xxxx Xxxxxxxxx Xxxxxxxxx 0000 Xxxxxxx Xxxxxx
Xxxxxxx, XX 00000 Xxxxx Xxxxxxxxx, XX 00000
Xxxxxxxx/Xxxxxxxxx Health Center San Antonio Health Center
0000 Xxxxx Xxxxxxx Xxxxxx 0000 Xxxxx Xxxxxx
Xxx Xxxxxxx, XX 00000 Xxxxxxxxxx Xxxx, XX 00000
H. Xxxxxx Xxxxxx Comprehensive Health Center South Health Center
0000 Xxxxx Xxxxx Xxxxxx 0000 Xxxx 000xx Xxxxxx
Xxx Xxxxxxx, XX 00000 Xxx Xxxxxxx, XX 00000
Xxxxxx X. Xxxxxxxx Comprehensive Health Center
0000 X. Xxxx Xxxxxx
Xxx Xxxxxxx, XX 00000
San Xxxxxxxx Valley
Olive View/UCLA Medical Center Pacoima Health Center
00000 Xxxxx Xxxx Xxxxx 00000 Xxx Xxxx Xxxxxxxxx
Xxxxxx, XX 00000 Xxxxxxx, XX 00000
Burbank Health Center San Xxxxxxxx Health Center
0000 Xxxx Xxxxxxxx Xxxx. 000 Xxxxx Xxxxx Xxxxxx
Xxxxxxx, XX 00000 Xxx Xxxxxxxx, XX 00000
Glendale Health Center Tujunga Health Center
000 Xxxxx Xxxxxxxx Xxxxxx 0000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxx, XX 00000 Xxxxxxx, XX 00000
Mid-Valley Comprehensive Health Center
0000 Xxx Xxxx Xxxx.
Xxx Xxxx, XX 00000
2
ATTACHMENT D (CONTINUED)
ANTELOPE VALLEY
High Desert Hospital Antelope Valley Health Center
0000 X. 00xx Xxxxxx West 000- X Xxxx Xxxxxx X0
Xxxxxxxxx, XX 00000 Xxxxxxxxx, XX 00000
3
ATTACHMENT E
CONTRACTOR EMPLOYEE
ACKNOWLEDGMENT AND CONFIDENTIALITY AGREEMENT
PROJECT NAME ___________________________________________________________________
CONTRACTOR/EMPLOYER NAME________________________________________________________
CONTRACT NUMBER ________________________________________________________________
GENERAL INFORMATION:
Your employer referenced above has entered into a contract with the County of
Los Angeles to provide certain services to the County. The County requires your
signature on this Contractor Employee Acknowledgment and Confidentiality
Agreement.
EMPLOYEE ACKNOWLEDGMENT:
I understand and agree that the Contractor referenced above is my sole employer
for purposes of the above-referenced Contract. I understand and agree that I
must rely exclusively upon my employer for payment of salary and any and all
other benefits payable to me or on behalf by virtue of my performance of work
under the above-referenced Contract.
I understand and agree that I am not an employee of the County of Los Angeles
for any purpose whatsoever and that I do not have and will not acquire any
rights or benefits of any kind from the County of Los Angeles by virtue of my
performance of work under the above-referenced Contract. I understand and agree
that I do not have and will not acquire any rights or benefits from the County
of Los Angeles pursuant to any Agreement between any person or entity and the
County of Los Angeles.
CONFIDENTIALITY AGREEMENT:
You may be involved with work pertaining to services provided by the County of
Los Angeles and, if so, you may have access to confidential data and information
pertaining to persons and/or entities receiving services from the County. In
addition, you may also have access to proprietary information supplied by other
vendors doing business with the County of Los Angeles. The County has a legal
obligation to protect all such confidential data and information in its
possession, especially data and information concerning health, criminal, and
welfare recipient records. If you are to be involved in County work, the County
must ensure that you, too, will protect the confidentiality of such data and
information. Consequently, you must sign this Agreement as a condition of your
work to be provided by your employer for the County. Please read this Agreement
and take due time to consider it prior to signing.
I hereby agree that I will not divulge to any unauthorized person any data or
information obtained while performing work pursuant to the above-referenced
Contract between my employer and the County of Los Angeles. I agree to forward
all requests for the release of any data or information received by me to my
immediate supervisor.
I agree to keep confidential all health, criminal, and welfare recipient records
and all data and information pertaining to persons and/or entities receiving
services from the County, design concepts, algorithms, programs, formats,
documentation, vendor proprietary information, and all other original materials
produced, created, or provided to or by me under the above-referenced Contract.
I agree to protect these confidential materials against disclosure to other than
my employer or County employees who have a need to know the information. I agree
that if proprietary information supplied by other County vendors is provided to
me during this employment, I shall keep such information confidential.
I agree to report to my immediate supervisor any and all violations of the
contract by myself and/or by any other person of which I become aware. I agree
to return all confidential materials to my immediate supervisor upon completion
of this contract, or termination of my employment with my employer, whichever
occurs first.
I acknowledge that violation of this Agreement will subject me to civil and/or
criminal action and that the County of Los Angeles may seek all possible legal
redress.
NAME: _________________________________
(Signature)
NAME: _________________________________ DATE:___/___/___
(Print)
POSITION: _______________________________
DISCUSSED WITH EMPLOYEE (SUPERVISOR NAME): _____________________________________
(Signature)
NAME: _________________________________ DATE:___/___/___
(Print)
POSITION: _______________________________
c: HMS Project Manager
Director of County Department of Health Service