HomeMy WebLinkAboutLifeline Systems, Inc DBA LifeQuest Services AGREEMENT
THIS AGREEMENT, made on the „2 ay of January, 2011, by and between
the CITY OF OSHKOSH, hereinafter referred to as CITY, a municipal corporation with its
business address at 215 Church Avenue, Oshkosh, WI 54901, and Lifeline Systems Inc.,
d /b /a LifeQuest Services, a corporation duly organized and existing under the laws of the
State of Wisconsin, whose address is N2930 State Road 22, Wautoma, Wisconsin 54982
hereinafter referred to as "Agency ".
WITNESSETH:
That the City and the Agency, for the consideration hereinafter named, agree as
follows:
ARTICLE I. SCOPE OF WORK
The Agency shall provide all supervision, labor, materials and equipment to provide
ambulance billing services as described in this Agreement, including attachments A, B,
and C attached to this Agreement, the City's Request for Quotes EMS Billing Services
2011 and the Proposal of the Agency. If anything in the Agency's Proposal conflicts with
this Agreement or the Request for Quotes, the provisions in this Agreement and the
Request for Quotes shall govern.
The Agency shall assume all outstanding accounts from the City's current
ambulance billing service and process those accounts beginning at phase II for at least
120 days, and then processing through phase III as described in Article VI of this
Agreement and in Agency's proposal. If any outstanding accounts have not been through
the phase I process when received by the Agency, the Agency shall process those
accounts as though they were new accounts, proceeding through all three phases of the
billing process. Fees for these services shall be the same as provided for all new accounts
in Article VI of this Agreement.
The Agency may provide additional products and /or services if such
products /services are agreed to in writing by the Authorized Representative of the City.
ARTICLE II. CITY RESPONSIBLITIES
The City shall furnish, at the Agency's request, such information as is needed by the
Agency to fulfill its responsibilities as outlined in this Agreement, Requgs.o otes and
Quote. 1 . 1`
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To prevent any unreasonable delay in the Agency's work the City will examine all
reports and other documents and will make any authorizations necessary to proceed with
work within a reasonable time period.
ARTICLE III. TERM
Unless otherwise terminated as provided herein, and subject to the annual appropriation of
funds by the City to make the City's payments hereunder, the initial term of this Agreement
shall be for two (2) years commencing on January 1, 2011 and expiring on December 31,
2012; provided however the City shall have the option to renew this Agreement for two (2)
additional one (1) year periods under the same terms and conditions as set forth herein by
giving written notice to the Agency of the City's election to so extend the term hereof, such
notice to be given not less than ninety (90) days prior to the expiration of the initial term or
any successive additional term.
ARTICLE IV. FEES FOR SERVICES
A. Fees. Client shall pay Agency the fees set forth in this Article ( "Fees ").
Phase One. 5.49 % of the Patient Accounts collected in phase one
by 911 Pro Billing as further detailed in Agency's Proposal ( "Phase
One ").
Phase Two. 5.49 % of the Patient Accounts collected in Phase Two
as 911 Pro Billing as detailed in Agency's Proposal ( "Phase Two ").
Phase Three. 28 % of the Patient Accounts collected in Phase
Three as LifeQuest as detailed in Agency's Proposal. Client is
responsible for all attorney's fees and collection costs for filing a
conciliation court action. Agency shall assist the Client in the
process of preparing for the hearing, however, Agency is prohibited
from engaging in the practice of law in any manner relating to such
action and shall not represent Client according to Wisconsin Statute
§ 757.30.
** *Note: At the end of the first twelve (12) month period of initial contract term and
upon mutual agreement of both Parties, the City may consider upgrading Phase One
and Phase Two billing services to the LifeQuest Billing and Collections product which
includes enhanced billing practices. The Fees in Phase One and Phase Two under the
LifeQuest Billing and Collections product shall not exceed 7 % of the amounts
collected. Phase Three will remain at 28 % of the amounts collected.
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B. Payment of Fees. Agency shall provide monthly payments to the City of
amounts collected on behalf of the City, net of fees as provided above, by the
10 working day of the following month.
C. Additional Costs. Costs for additional services shall be negotiated and set
forth in a written amendment to this agreement executed by both parties prior to
proceeding with the work covered under the subject amendment.
ARTICLE V. HOLD HARMLESS
The Agency agrees to hold harmless City, its officers, officials, employees and
agents harmless from any and all liability, including claims, demands, losses, costs,
damages, and expenses of every kind and description where such liability is founded upon
or grows out of the acts or omission of any of the Agency's officers, employees or agents
while acting within the scope of their employment.
Subject to any limitations contained in secs. 893.80, 345.05 or any similar statute of
the Wisconsin Statutes, City agrees to hold harmless Agency, its officers, officials,
employees and agents harmless from any and all liability, including claims, demands,
losses, costs, damages, and expenses of every kind and description where such liability is
founded upon or grows out of the acts or omission of any of the City's officers, employees
or agents while acting within the scope of their employment.
It is the intention of this section that each party is responsible for and holds the
other party harmless for the acts and omissions of its own officers, officials, employees or
agents while acting within the scope of their employment.
ARTICLE VI. INSURANCE
The Agency agrees to abide by the City of Oshkosh Insurance Requirements as included
within the Request for Quotes.
ARTICLE VII. TERMINATION
A. For Cause.
If either party shall fail to fulfill in timely and proper manner any of its obligations under this
Agreement, the other party shall have the right to terminate this Agreement. The party
seeking to terminate shall give the other party 30 days written notice to either correct the
deficiency noted or the Agreement shall be terminated. If the deficiency is not corrected
within 30 days from the date of notice, then the Agreement shall be terminated and no
further notice shall be required. In this event, the Agency shall be entitled to compensation
for any satisfactory, usable work completed.
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This document and any specified attachments contain all terms and conditions of
the Agreement and any alteration thereto shall be invalid unless made in writing, signed by
both parties and incorporated as an amendment to this Agreement.
IN WITNESS WHEREOF, the Parties have entered into this Agreement as of the
Effective Date.
Agency: Client:
Lifeline Systems Inc., d /b /a LifeQuest City of Oshkosh,
Services a Wisconsin municipality
a Wisconsin corporation
„, ;4g-- VKA-- e‘ ef
: y: Gerald W. Miller By: Mark A. Rohloff
Its: President/CEO Its: City Manager
ig It- Al . By: - _ - !=�!! - . /
, p,''•q -t eia_i
Its: City C • 1
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By: Pea g ' ' . Steeno
Its: Director of Finance
Approved as to Form:
Ai I■ ■[► IA-
: L +nn A. Lor- sa
Its: City Attorney
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Attachment A
BILLING PROCEDURES
1. EVERY PATIENT must have the Insurance /Medicare Authorization form, signed at the
hospital by the patient or patient's representative.
2. EVERY Medicare or Medicaid patient that is transported from hospital to hospital and
hospital to nursing home /residence must have a Physicians Certification Statement for
transport completed by a doctor BEFORE the transport unless there is an acute
emergency.
3. Agency does not bill for WAITING TIME for Medicare patients. Rather, the patient is
billed for two separate runs.
4. On Run Forms:
A. All documents must be written legibly.
B. The patient's name, address, phone number and Social Security number need
to be documented on the proper form.
C. Record location of patient pick -up and transport destination.
D. Record all appropriate dispatch information. (Nature of Call)
E. Record all patient past history related to this emergency /non- emergency.
F. Record all patient complaints related to this emergency /non- emergency.
G. Complete a detail narrative indicating the medical necessity for transport.
H. Record patient's date of birth.
I. Record admitting /receiving doctor's name (first & last).
J. Obtain a copy of the hospital top /face sheet from the Emergency Department
admit.
K. Obtain all available insurance information, including complete hospital admit
form - copies of insurance cards are very helpful.
L. Record the responsible party for all patients.
M. Record all times accurately.
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N. Record odometer readings for loaded mileage.
O. Record crew names, crew license levels and any specialty areas of expertise
that are relevant to the patient care being provided.
P. Have all crewmembers review the form for accuracy and completeness before
leaving receiving facility.
Q. Complete disposables billing, procedure and crew record form.
R. Client shall keep copies of all information provided to the Agent.
S. Record reasons why transport by other means was contraindicated.
T. Record reasons why the level of service was required, i.e. ALS assessment.
U. Record patient condition at the time of transport including chief complaint.
V. Record zip code at point of pickup.
W. Obtain necessary Medicare and Medicaid waivers where appropriate, signed by
patient or other appropriate person. *PCS and /or ABN
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Attachment B
Healthcare Account Provisions
Healthcare Accounts. Any Patient Accounts that are provided by a Client that is
regulated by the Health Insurance Portability and Accountability Act of 1996
( "HIPAA ") require additional obligations, warranties and covenants by the Parties
that are referenced in this Agreement and within the incorporated and Attachments
BandC.
These provisions provide additional terms not included in the Agreement that apply
to any Healthcare Accounts placed by Client.
1. Healthcare Account Laws. HIPAA and the Electronic Transaction, Security and
Privacy Standards (the "Standards ") promulgated by the Department of Health and
Human Services ( "HHS ") and set forth in 45 C.F.R. Parts 142, 160, 162 and 164; as
well as 45 CFR Parts 160, 162 and 164 issued pursuant to HIPAA governing
privacy of certain information (the "HIPAA Privacy Rule ") or the security of certain
information (the "HIPAA Security Rule ") (collectively referred to as the "HIPAA
Rules ") ( HIPAA, the Standards and the HIPAA Rules shall collectively be referred to
as "Healthcare Account Laws ").
2. Healthcare assurances. Agency, for the purpose of the Healthcare Accounts: (i) is
a "Business Associate" under HIPAA and (ii) will perform the Services within the
limits of the Healthcare Account Laws.
3. "Services" for Healthcare Accounts also specifically include: (i) the determination
of eligibility or coverage, including coordination of benefits or the determination of
cost sharing amounts, and subrogation of health benefit claims; (ii) obtaining
payment under a contract for reinsurance and related health care data processing;
and (iii) review of health care services with respect to coverage under a health plan
or justification of charges.
4. Return of accounts. Client must accept, without penalty to Agency, any
Healthcare Account that Agency believes or has reason to believe is subject to
restrictions on the use or disclosure of Protected Health Information, as defined in
45 C.F.R. § 160.103 ( "PHI ").
5. Notification requirements. Client must immediately notify Agency in writing of its
actual or reasonably conceived knowledge of any restrictions placed on the use of
Agency, along with sufficient detail to allow Agency to honor such restrictions.
6. Client representations. Client "Representations" also include (i) Client has and
shall obtain all necessary consents under 45 C.F.R. § 164.506 (c) for all Healthcare
Accounts, sufficient to permit the disclosure of PHI to Agency and to permit Agency
to perform services incidental to this Agreement; (ii) that the uses and disclosures of
the PHI of Healthcare Accounts are consistent and in accordance with the Client's
privacy policies and procedures adopted pursuant to the Standards, HIPAA and any
other Applicable Laws and (iii) all uses and disclosures of the Healthcare Account
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information specified in this Agreement are made and authorized as part of
treatment, payment and healthcare operations relating to Client.
7. Special confidentiality considerations for Healthcare Accounts. The
confidentiality considerations contained in this section apply to Healthcare Accounts
only.
a. Agency is not prohibited by confidentiality from sending the patient or the
responsible party a copy of the bill issued by Client or using a copy of the bill
issued by Client as evidence in a court proceeding.
b. To the extent the Services provided to Client by Agency may cause Agency
to be defined as a "Business Associate" of Client under the HIPAA Rules,
and the Client in its capacity as a "Covered Entity" as defined in the HIPAA
Privacy Rule is required to comply with the HIPAA Privacy Rule or the HIPAA
Security Rule, Agency shall:
i. not use or further disclose PHI, other than as permitted or required by
this Agreement or as required by law, further provided that in any
case, such use or disclosure would not constitute a violation of the
HIPAA Privacy Rule if done by Client;
ii.other than as provided for in this Agreement, use appropriate
administrative, physical and technical safeguards to prevent use or
disclosure of PHI, and to reasonably and appropriately protect the
confidentiality, integrity and availability of the electronic PHI that
Agency creates, maintains or transmits on behalf of Agency, and
provide Client with any requested information regarding such
safeguards;
iii. be obligated to provide information, to make corrections or
amendments to information, to respond to the written instruction or
request of Client; and deliver information and documentation to Client
as directed, in writing, by Client;
iv. promptly report to Client any use or disclosure of PHI by
Agency, its officers, directors, employees, agents and subcontractors
and, to the extent known by Agency, report to Client any use or
disclosure by such persons not authorized by this Agreement and the
remedial action taken by Agency with respect to such use or
disclosure and provide such information to Client upon written request
of Client, which request shall be made only in connection with an
accounting request made to Client under the then applicable HIPAA
Standards;
v. information regarding any unauthorized use or disclosure of
PHI shall be maintained by Agency for a period of not less than six (6)
years from the date of such unauthorized use or disclosures;
vi. report to Client any PHI not provided to Agency by Client that
Agency becomes aware;
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vii. ensure that any agents of Agency, including a subcontractor, to
whom Agency provides PHI that is received from, or created or
received by Agency on behalf of Client, agrees to the same
restrictions and conditions set forth in this section that apply to Agency
with respect to such PHI;
viii. to the extent applicable to Agency, promptly make available
PHI in the Designated Record Set (as defined in 45 C.F.R. § 164.501)
in accordance with 45 C.F.R. § 164.524;
ix. to the extent applicable to Agency, promptly make available
PHI in the Designated Record Set for amendment and incorporate any
amendments to PHI as requested by Client in accordance with 45
C.F.R. § 164.526;
x. to the extent applicable to Agency, promptly make available
information required for Client to provide an accounting of disclosure
in accordance with 45 C.F.R. § 164.528;
xi. use and disclose the information for the proper management
and administration of Agency and to carry out the legal responsibilities
of FAC, including, but not limited to its duties under the FDCPA and as
otherwise provided in this Agreement;
xii. mitigate, to the extent practicable, any harmful effect that is
known to Agency, of a use or disclosure of PHI by the Agency in
violation of this Agreement;
xiii. shall provide Client with copies of any subcontractor or agent
contracts upon written request throughout the Term;
xiv. make PHI available to Client and to the individual who has a
right of access as required under HIPAA within thirty (30) days of the
request;
xv. make Agency's internal practices, books, and records related to
the use and disclosure of PHI received from, or created or received by
Agency on behalf of Client available to the Secretary of Health and
Human Services for purposes of determining Client's compliance with
the Health and Human Services Department Standards for Individually
Identifiable Health Information, 45 C.F.R. Parts 142, 160, 162 and
164; and
xvi. within thirty (30) calendar days of termination of this
Agreement, if feasible, return all PHI received from, or created or
received by FAC, its agents and subcontractors on behalf of Client
that is maintained in any form, or, if such return is not feasible, extend
the protections of this section to the PHI retained by Client and limit
further uses and disclosure of PHI to those purposes that make the
return or destruction of the PHI infeasible.
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8. Reimbursement. Client shall reimburse Agency for reasonable costs and
expenses that it incurs to search, restore, compile, photocopy or otherwise
reproduce and deliver information, data or documents pertaining to Services
provided under this Agreement whether requested by Client, its agents and
representatives, the patient for whom healthcare services were provided, the
responsible party on the Healthcare Account, the Department of Health and Human
Services or any other person or entity entitled to such information by operation of
law or contract.
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Attachment C
Supplemental Business Associate Provisions
These provisions provide additional terms not included in the Agreement that apply
to any Healthcare Accounts placed by Client.
1. Purpose. The Parties hereby intend to provide additional protections for the
privacy and the security of PHI disclosed to Agency for Healthcare Accounts only, in
compliance with the Healthcare Accounts Laws, specifically the HIPAA, and to
satisfy certain standards and requirements of HIPAA, including, but not limited to
Title 45, Section 164- 504(c) of the Code of Federal Regulations ( "CFR "), as the
same may be amended from time to time. If this addendum in any way conflicts
with other provisions of the Agreement relating to Healthcare Accounts, then the
stricter of the conflicting provisions shall apply.
2. Additional definitions. Within this Addendum, the following meanings have been
added or added to: (i) "Business Associate" means and is interchangeable with
Agency; (ii) "Covered Entity" means and is interchangeable with Client and (iii) "PHI"
includes any information, whether oral or recorded in any form or medium: (a) that
relates to the past, present or future physical or mental condition of a patient, the
provision of health care to a patient, or the past, present or future payment for the
provision of health care to a patient; (b) that identifies the patient or with respect to
which there is a reasonable basis to believe the information can be used to identify
the patient, and shall have the meaning given to such term under HIPAA Laws,
including, but not limited to 45 CFR Section 164.501; and (c) is limited to the
information provided and /or made available by Covered Entity to Business
Associate (see 45 CFR § 160.103; 45 CFR § 501).
3. Additional Business Associate obligations.
a. Permitted Uses and Disclosures. Business Associate may use and/or
disclose PHI in the performance of its obligations under the Agreement, as
permitted by the Healthcare Account Laws and in compliance with the terms
of this exhibit (see 45 CFR § 164.504(e)(2)(i)).
b. Use and Disclosure for Management, Administration and Legal.
Business Associate is permitted to use and /or disclose PHI for the proper
management and administration of Business Associate or to carry out the
legal responsibilities of Business Associate.
c. Data Aggregation Services. Business Associate is permitted to use and
disclose PHI to provide "Data Aggregation Services," as defined by 45 C.F.R.
164.501, relating to the health care operations of Covered Entity. The
Parties agree that any PHI provided to Business Associate hereunder which
is later de- identified and therefore no longer identifies a patient, will no longer
be subject to the provisions set forth in this addendum.
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d. Nondisclosure. Business Associate will not use or further disclose Covered
Entity's PHI other than as permitted or required by this addendum or as
required by law (see 45 CFR §164.504(e)(2)(ii)(A)).
e. Express allowances. Business Associate is expressly authorized to use
the PHI for: (1) the preparation of invoices to patients, carriers, insurers and
others responsible for payment or reimbursement of the services provided to
the patients; (2) the preparation of reminder notices and documents
pertaining to collections of overdue Healthcare Accounts and (3) the
submission of supporting documentation to carriers, insurers and other
payers to substantiate the health care services provided to the patients or to
appeal denials of payment for same.
f. Safeguards. Business Associate shall use appropriate safeguards to
prevent use or disclosure of Covered Entity's PHI other than as provided for
by this addendum (see 45 CFR § 164.504(e)(2)(ii)(A)).
4. Reporting of disclosures. Business Associate shall immediately report to
Covered Entity any use or disclosure of Covered Entity's PHI not allowed by this
exhibit or the Agreement that Business Associate becomes aware of (see 45 CFR §
164.504(e)(2)(ii)(C)).
5. Business Associate's agents. Business Associate shall ensure that any agents,
including subcontractors, to whom it provides PHI received from, created or
received by Business Associate on behalf of Covered Entity agree to the same
restrictions and conditions that apply to Business Associate with respect to such
PHI (see 45 CFR § 164.504(e)(2)(D)).
6. Availability of information to Covered Entity. To the extent applicable, Business
Associate shall make available to Covered Entity such information as Covered
Entity may require to fulfill Covered Entity's obligations to provide access to, provide
a copy of, and account for disclosures with respect to PHI pursuant to HIPAA
including, but not limited to, 45 CFR Sections 164.524 and 164.528 (see 45 CFR §
164.504(e)(2)(E) and (G)).
7. Amendment of PHI. To the extent Business Associate maintains PHI in a
Designated Record Set, as defined by 45 C.F.R 164 -501, Business Associate shall
make Covered Entity's PHI available to Covered Entity as Covered Entity may
require to fulfill Covered Entity's obligations to amend PHI pursuant to HIPAA,
including, but not limited to, 45 CFR Section 164.526 and Business Associate shall,
as directed by Covered Entity, incorporate any amendments to Covered Entity's PHI
into copies of such PHI maintained by Business Associate (see 45 CFR §
164.504(e)(2)(F)).
8. Internal Practices. Business Associate shall make its internal practices, books and
records relating to the use and disclosure of PHI received from Covered Entity (or
created or received by Business Associate on behalf of Covered Entity) available to
the Secretary of the U.S. Department of Health and Human Services for purposes
of determining Business Associate's compliance with HIPAA and the HIPAA
Regulations (see 45 CFR § 164.504(e)(2)(H)).
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9. Notification of Breach. Business Associate shall notify Covered Entity as soon as
commercially reasonable of any unauthorized use or disclosure of PHI or Security
Incident, as defined by 45 C.F.R. 164.304 of which Business Associate becomes
aware, but in no event shall Business Associate delay more than forty -eight (48)
hours after discovery of a breach before notifying Covered Entity. Business
Associate shall take prompt corrective action to cure any such deficiencies. In the
event of a disclosure of PHI that requires notification, Covered Entity shall develop
and take the lead in complying with HIPAA notification provisions, and Business
Associate shall cooperate as reasonably required.
10. Termination. If either Business Associate or Covered Entity knows of a pattern of
activity or practice of the other that constitutes a material breach or violation of the
party's obligations under the provisions of this addendum, then Business Associate
or Covered Entity shall send written notice to the other describing the other Party's
failure in detail and affording that Party a thirty (30) day period in which to cure such
failure. If the Party's efforts to cure such breach or end such violation are
unsuccessful, the other party shall either: (i) terminate the Agreement, if feasible or
(ii) if termination of the Agreement is not feasible, the Party discovering the breach
shall report the other's breach or violation to the Secretary of the Department of
Health and Human Services (see 45 CFR § 164.504(e)(1)(ii)). Upon termination of
this addendum or the Agreement for any reason, Business Associate shall return or
destroy all PHI received from Covered Entity (or created or received by Business
Associate on behalf of Covered Entity) that Business Associate still maintains in any
form, and shall retain no copies of such PHI or, if return or destruction is not
feasible, it shall continue to extend the protections of this Addendum to such
information, and limit further use of such PHI to those purposes that make the return
or destruction of such PHI infeasible (see 45 CFR § 164.504(e)(2)(I)).
11.Amendment to Comply with Law. The Parties acknowledge that state and federal
laws relating to electronic data security and privacy are rapidly evolving and that
amendment of this addendum may be required to provide for procedures to ensure
compliance with such developments. The references to the specific Healthcare
Account Laws referenced parenthetically at the end of certain provisions in this
addendum are used to show the legal reference upon which the provision is based
upon, but shall have no legal effect that requires the referenced law to be fully
incorporated herein. Upon Covered Entity's request, Business Associate agrees to
promptly to enter into negotiations with Covered Entity concerning the terms of an
amendment to this Addendum embodying written assurances to the extent
necessary to allow Covered Entity to comply with amendments to the standards and
requirements of the Healthcare Account Laws.
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12.Assistance in Litigation or Administrative Proceedings. Each Party shall make
itself, and any subcontractors (to the extent possible), employees or agents
assisting Business Associate in the performance of its obligations under this
Addendum, available to the other Party, at no cost to the other Party, to testify as
witnesses, or otherwise, in the event of litigation or administrative proceedings
being commenced against the other Party, its directors, officers or employees
based upon claimed violation of HIPAA or other Healthcare Account Laws relating
to security and privacy, except where the Party or its subcontractor, employee or
agent is a named adverse to the other Party.
13. No Third Party Beneficiaries. Nothing express or implied in this Addendum is
intended to confer, nor shall anything herein confer, upon any person other than
Covered Entity, Business Associate and their respective successors or assigns, any
rights, remedies, obligations or liabilities whatsoever.
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