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EXHIBIT 10.5
License and Services Agreement dated as of December 19, 1997, between Medirisk
of Illinois, Inc. and HEALTHSOUTH Corporation
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[MEDIRISK LOGO]
FORMATIONS(SM) CLINICAL OUTCOMES SYSTEMS
LICENSE AND SERVICES AGREEMENT
THIS LICENSE AND SERVICES AGREEMENT is made and entered into as of the
19th day of December 1997, by and between MEDIRISK OF ILLINOIS, INC., an Indiana
corporation ("Medirisk"), and HEALTHSOUTH CORPORATION, a Delaware corporation
("Licensee").
BACKGROUND:
Medirisk has developed proprietary systems (collectively, the
"Systems," as more particularly hereinafter defined), whereby Medirisk compiles
and analyzes various types of information supplied to Medirisk by its customers
concerning the healthcare-related services and programs offered by each such
customer, and provides to each such customer reports and other materials which
allows the customer to compare the efficiency and effectiveness of the outcome
of its services and programs against national norms and/or its own performance
at its various facilities. Licensee desires to license from Medirisk for its use
certain products and services which constitute or are a part of the Systems. In
addition, as a material inducement to Licensee to enter into this Agreement,
Medirisk represents and warrants to Licensee that the Systems have been
determined by the Joint Commission on Accreditation of Healthcare Organizations
("JCAHO") to meet the initial criteria for inclusion in JCAHO's future
accreditation process and have been included in JCAHO's initial list of
acceptable clinical performance measurement systems for use in meeting JCAHO
accreditation requirements for healthcare organizations. Medirisk is committed
to meeting future criteria established by JCAHO in this regard. JCAHO requires
that organizations seeking JCAHO accreditation select clinical performance
measures that together represent at least 20% of the organization's identified
patient population, and that in future years the requirements for the number of
measures and the percentage of the represented population will increase.
Medirisk has created various Performance Measures (the "Measures") which
correspond to the Instruments (as hereinafter defined) that comprise the
Systems. Licensee desires to obtain JCAHO accreditation for each of its
Applicable Facilities (as hereinafter defined), and to use one or more of the
Measures for clinical performance measurement purposes in this regard.
Medirisk acknowledges that due to Licensee's size and the volume and
breadth of services which Medirisk has previously provided to Licensee, Licensee
and Medirisk have been and will continue to be in a unique client-provider
relationship. In this regard, the overall scope of services to be performed for
Licensee are also unique to Licensee, and the parties have entered into the
attached Statement of Work to better describe the undertakings of both parties
under this Agreement.
NOW, THEREFORE, for and in consideration of the mutual undertakings of
the parties hereinafter set forth and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:
1.0 DEFINITIONS. For purposes of this Agreement, the following terms shall
have the meanings given thereto:
1.1 APPLICABLE FACILITY. The term "Applicable Facility" shall
refer to each facility of Licensee for which a completed and fully
signed Facility Enrollment Confirmation has been submitted to Medirisk.
1.2 APPLICABLE INSTRUMENT. The term "Applicable Instrument" shall
refer to each Clinical Ratings Instrument which comprises a portion of
the Selected System and which has been identified in the Facility
Enrollment Confirmation in question to be available for use at the
corresponding Applicable Facility.
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1.3 CERTIFICATION PROGRAM. The term "Certification Program" shall
collectively refer to the training program controlled and managed by
Medirisk and used only for Medirisk's purposes, that purpose being to
ensure that the Systems' Instruments and rating guidelines are
understood and uniformly applied by Licensee's Certified Raters.
1.4 CERTIFIED RATERS. The term "Certified Raters" shall have the
meaning given thereto in Section 8.2 hereof.
1.5 CLINICAL RATINGS INSTRUMENTS. The term "Clinical Rating
Instruments" shall collectively refer to a method for monitoring and
rating patient conditions in facility or home treatment programs and
encompasses Instruments which, as indicated in Section 2.0 hereof, may
or may not be proprietary to Medirisk.
1.6 DATA COLLECTION FORMS. The term "Data Collection Forms" shall
collectively refer to the optical scan sheets designed by Medirisk for
use by Licensee's Certified Raters to document and submit data to
Medirisk for compilation and analysis.
1.7 EFFECTIVE DATE. The "Effective Date" of this Agreement shall
be the date first set forth above.
1.8 FACILITY ENROLLMENT CONFIRMATION. The term "Facility
Enrollment Confirmation" shall refer to the confirmation document to be
prepared by Medirisk following submission by Licensee of each Facility
Enrollment Form (with respect to the particular facility of Licensee
referenced therein) and to then be signed by representatives of
Licensee's corporate office and of the facility, respectively, and
returned to Medirisk, all as more particularly set forth in Section 2.3
hereof.
1.9 FACILITY ENROLLMENT FORM. The term "Facility Enrollment Form"
shall refer to the form to be provided by Licensee to Medirisk pursuant
to Section 2.3 hereof, indicating, among other things, Licensee's
selection of: (i) each particular facility of Licensee to be covered
under the license granted hereunder; (ii) which Clinical Ratings
Instruments comprising a portion of the Selected System are to be
available for use at such facility; and (iii) which certification
program offered by Medirisk is to be provided to the personnel at such
facility for each such Instrument. The form of the Facility Enrollment
Form is attached hereto as Exhibit "A".
1.10 FACILITY OUTCOMES REPORT. The term "Facility Outcomes Report"
shall collectively refer to reports based on Medirisk's compilation and
analysis of Licensee's facility(ies) data and comparison of such data
with National Norms for use by Licensee's facility(ies) in evaluating
program efficiency and effectiveness.
1.11 INSTRUMENTS. The term "Instruments" shall collectively refer
to instruments of measurement utilized to provide outcomes measurements
and reports, including without limitation those instruments referred to
in Section 7.1 hereof. Each such instrument may be individually
referred to as an "Instrument."
1.12 JCAHO. The term "JCAHO" shall refer to the Joint Commission on
Accreditation of Healthcare Organizations.
1.13 MEASURES. The term "Measures" shall collectively refer to the
list of Medirisk Performance Measures attached to Exhibit "B" to this
Agreement.
1.14 NATIONAL DATABASE OF OUTCOMES DATA. The term "National
Database of Outcomes Data" shall collectively refer to the compilation
of data contributed to Medirisk by its various licensees' facilities
across the United States.
1.15 NATIONAL NORMS. The term "National Norms" shall refer to
Medirisk's compilations of industry norms derived from the National
Database of Outcomes Data and other sources.
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1.16 PERFORMANCE MEASURE DESIGNATION. The term "Performance Measure
Designation" shall refer to the form to be provided by Licensee to
Medirisk pursuant to Section 12.1 hereof, indicating Licensee's
selection of the initial Measures to be used at each Applicable
Facility. The form of the Performance Measure Designation is attached
hereto as Exhibit "B".
1.17 RATER CANDIDATE. The term "Rater Candidate" shall have the
meaning given thereto in Section 8.1 hereof.
1.18 SELECTED MEASURES. The term "Selected Measures" shall have the
meaning given thereto in Section 12.1 hereof.
1.19 SELECTED SYSTEM. The term "Selected System" shall collectively
refer to those Clinical Rating Instruments indicated in the Statement
of Work as having been selected by Licensee for licensing hereunder, as
well as those other parts of the Systems appurtenant thereto.
1.20 STATEMENT OF WORK. The term "Statement of Work" shall refer to
that certain Statement of Work between the parties attached hereto as
Attachment "A."
1.21 SYSTEMS. The term "Systems" shall refer to the FORMATIONS(SM)
Clinical Outcomes Systems, which collectively include the Clinical
Rating Instruments, Training Manuals, Certification Programs, Data
Collection Forms, data analysis programs, Facility Outcomes Reports,
optional custom reports, National Database of Outcomes Data and
National Norms.
1.22 TRAINING MANUALS. The term "Training Manuals" shall
collectively refer to all training materials, including but not limited
to, material explaining the use of the Clinical Rating Instruments
included in the Systems.
2.0 LICENSE.
2.1 GRANT OF LICENSE. Medirisk hereby grants to Licensee a
limited, nonexclusive, nontransferable world-wide license to use the
Selected System (i) solely for Licensee's internal purposes in
connection with outcomes measurements, reporting and profiling as
defined in this Agreement, and (ii) for the license fees and upon the
additional terms hereinafter set forth.
2.2 DISCLAIMER. Medirisk owns all rights in and to the
Instrumental Activities of Daily Living ("IADL") and Comorbid Disease
Status Instruments, as well as in and to the General Rehabilitation,
Medical and Orthopedic Outcomes Instruments. Notwithstanding the
foregoing, no claim of rights is made to the functional independence
measure or the Rancho Los Amigos Level of Cognitive Function Instrument
Rating. It is hereby agreed between the parties that nothing within the
scope of this Agreement and license shall be deemed a claim of
proprietary rights in, or a grant of license to Licensee by Medirisk
to, the functional independence measure or the Rancho Los Amigos Level
of Cognitive Function Instrument Rating. Notwithstanding the foregoing,
Medirisk agrees that it shall indemnify and hold Licensee harmless from
and against any liability of Licensee arising out of any assertion that
Licensee's utilization of the Selected System hereunder violates the
proprietary rights of any third party.
2.3 SCOPE OF LICENSE. This Agreement and license shall extend to
each of Licensee's facilities for which Licensee (i) pays a license fee
as required in Section 4.1 hereof and (ii) provides Medirisk with a
completed Facility Enrollment Confirmation signed by both a
representative of Licensee's corporate office and a representative of
the facility. The Facility Enrollment Confirmation for a particular
facility shall be prepared by Medirisk and sent to Licensee for review
and signature after Medirisk has received from Licensee the completed
Facility Enrollment Form for such facility, and shall set forth all of
the pertinent information disclosed in the Facility Enrollment Form for
such facility. The completed Facility Enrollment Form shall indicate
which Clinical Ratings Instruments that are a part of the Selected
System are to be available for use at such facility, as well as such
other information as may be requested in the form. Should Licensee
subsequently wish to extend this Agreement and license to apply to
additional facilities of Licensee, Licensee shall pay the license fee
per Applicable Facility as required in Section 4.1 hereof, provide
Medirisk with a completed Facility Enrollment Form for each such
additional facility, and have the resulting Facility Enrollment
Confirmation reviewed, executed and returned to Medirisk.
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2.4 DUTY NOT TO DISCLOSE. Licensee shall not transfer, provide or
disclose to any third party, or allow its employees or agents to
transfer, provide or disclose to any third party, any Training Manual
or form provided to it by Medirisk under the license granted herein.
Licensee shall not copy (whether by means of photocopying or otherwise)
any Training Manuals or forms. The foregoing restrictions shall not
apply where compliance with the order of a judicial or administrative
authority requires such items to be so disclosed, provided that in such
event Licensee shall provide Medirisk with prompt written (or if not
practicable to do so, oral) notice of such action so that Medirisk may
seek to obtain an appropriate protective order.
2.5 SOURCE ACKNOWLEDGMENT. If Licensee or any facility or employee
thereof reproduces or otherwise uses, in any document prepared by
Licensee, for any purpose, excerpts or data from Facility Outcomes
Reports or custom reports or analysis provided by Medirisk to Licensee,
including but not limited to purposes of marketing, contracting, public
relations, or any other external purpose, Licensee shall in such
document expressly acknowledge and disclose Medirisk as the source of
such information by inserting the following language in a conspicuous
location in said document(s): "Certain data reproduced herein has been
compiled and analyzed by Medirisk of Illinois, Inc., in connection with
the author's utilization of the FORMATIONS(SM) Clinical Outcomes
Systems."
2.6 ASSIGNMENT. Neither party may assign, transfer, sell, donate,
pledge as security, license or sublicense this Agreement or any of its
rights or obligations hereunder, in whole or in part, by operation of
law or change in control of such party or otherwise, other than to an
affiliate thereof, without the prior written consent of the other party
hereto; provided, however, that the foregoing restrictions on pledging
as security and change in control shall not apply to Medirisk. Licensee
may not rent, sublease, sell, loan, or otherwise transfer all or any of
the System, except as expressly provided in this Agreement.
2.7 SURVIVABILITY OF CERTAIN OBLIGATIONS. The obligation of
Licensee under Sections 2.4, 2.5 and 2.6 hereof shall survive and
remain binding upon Licensee after the termination of this Agreement.
3.0 TERM.
3.1 INITIAL TERM OF AGREEMENT. This Agreement shall have an
initial term of three (3) years, commencing 1January 1998 and expiring
31 December 2000. The foregoing expiration date shall apply to all
Applicable Facilities, without extension (other than renewal as
hereinafter set forth), whether currently or subsequently enrolled and
regardless of the date Licensee submits a completed and fully signed
Facility Enrollment Confirmation for such facility.
3.2 RENEWAL TERMS. This Agreement shall automatically renew for
successive terms of one (1) year each upon the expiration of the
initial or any renewal term hereof unless written notice of nonrenewal
is given by either party to the other not less than ninety (90) days
prior to the initial expiration or applicable renewal date. Upon not
less than one hundred fifty (150) days' written notice given prior to
the initial expiration or any applicable renewal date of this
Agreement, Medirisk may increase any of the fees and/or charges payable
hereunder to those set forth in such notice, effective upon such
initial expiration or renewal date, and should Licensee not find such
increase(s) acceptable, Licensee may elect not to renew this Agreement
by following the procedure set forth in this Section 3.2.
3.3 RETURN OF LICENSED ITEMS. Upon the expiration of this
Agreement (or earlier termination hereof for any reason), Licensee
shall, within ten (10) days after the date of expiration or termination
and receipt of a written request from Medirisk, certify to Medirisk in
writing that all unused Data Collection Forms and Training Manuals such
items have been destroyed and that Licensee retains none of such
materials or copies therof.
4.0 LICENSE FEES AND OTHER PAYMENTS.
4.1 LICENSE FEES. Licensee agrees to pay the annual license fees
for the Selected System as set forth in Schedule 1 attached hereto.
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4.2 [Intentionally Omitted.]
4.3 [Intentionally Omitted.]
4.4 [Intentionally Omitted.]
4.5 TAXES. Any sales or excise tax due on the provision of the
Selected System and/or optional products and/or services hereunder to
Licensee shall be the sole responsibility of Licensee.
4.6 PAYMENT. Fees shall be due and payable hereunder as set forth
in Schedule 1 attached hereto. Except with respect to any initial
payments due hereunder, Medirisk shall invoice Licensee for fees due
hereunder not less than thirty (30) days prior to their respective due
dates. Fees not received by such due dates will be considered late and
subject to the late charge set forth in Section 4.7 hereof,
notwithstanding the 30-day grace period set forth therein. With respect
to any other payments due to Medirisk hereunder, payment terms are net
thirty (30) days from the date of the invoice unless otherwise agreed
upon in writing by Medirisk.
4.7 LATE CHARGES. If Licensee fails to pay any amount when due and
payable, and any such amount due remains outstanding for more than ten
(10) days after written notice of nonpayment by Medirisk to Licensee,
Licensee agrees that any amount not paid shall bear interest from the
original due date until paid at the lesser of one and one-half (1.5%)
percent per month or the highest rate allowed by applicable law. This
late payment charge will not apply to any unpaid amounts relating
directly to a good faith dispute between Medirisk and Licensee.
However, such disputes shall not permit Licensee to withhold or offset
any payments not directly related to the invoice or amount in dispute,
except with respect to any amounts which Licensee may have
inadvertently overpaid to Medirisk.
5.0 DISCLAIMER OF WARRANTIES. Licensee recognizes and acknowledges that the
data contained in the National Database of Outcomes Data is collected from
sources believed to be reliable, and that, although Medirisk believes the data
to be accurate, MEDIRISK MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY TYPE
CONCERNING THE SYSTEM, ITS CONSTITUENT PARTS OR ANY OTHER PRODUCTS OR SERVICES
OFFERED HEREUNDER, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Notwithstanding the foregoing, Medirisk warrants that, assuming submission of
materially complete and materially error-free data to Medirisk by Licensee, the
work product prepared by Medirisk hereunder will be materially error-free.
6.0 LIMITATION OF LIABILITIES. In no event shall Medirisk's liability for
any direct damages, regardless of the form of action, exceed two and one-half
(2.5) times the fee paid by Licensee hereunder for use of the System. Under no
circumstances shall Medirisk be liable for incidental, consequential, special or
exemplary damages of any kind, or for lost profits arising out of the use or
inability to use the System, even if such damages were foreseeable at the time
of execution of this Agreement. Notwithstanding the foregoing, there shall be no
limitation of liability for damages caused by or arising out of (i) Medirisk's
failure to maintain the confidentiality of Licensee's data as set forth in
Section 9.5 hereof, or (ii) the indemnification obligation of Medirisk set forth
in Section 2.2 hereof (concerning proprietary rights).
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7.0 PROPRIETARY INFORMATION.
7.1 THE SYSTEMS. The Systems are proprietary to Medirisk and is
provided under license and subscription to healthcare facilities
whereby each facility's staff are trained and certified in the use of
Clinical Rating Instruments for monitoring patient conditions. Medirisk
provides its licensees with Facility Outcomes Reports for use in
evaluating program effectiveness and efficiency and comparison of those
results to like programs and patient populations. The Systems include
the following Instruments (the Comorbid Disease Status Instrument
comprising a part of every Instrument; General Rehabilitation Outcomes
Instruments; and the functional independence measure instrument
comprising a part of the Medical and General Rehabilitation Outcomes
Instruments):
(A) Medical Outcomes: Consisting of Rehabilitation (functional
independence measure, IADL, and Rancho Los Amigos Level of Cognitive
Function Instrument Rating), Infection, Nutrition, Pain Treatment,
Respiratory Treatment and Wound Treatment Instruments; and
(B) General/Customized Rehabilitation Outcomes.
7.2 MEDIRISK UPDATE AND MODIFICATION. Medirisk expressly retains
the right, in its sole discretion, to update or modify any of its
proprietary Instruments or the Systems at any time and provide Licensee
with written notice of such update or modification. Should Medirisk
deem it appropriate, Medirisk will provide Licensee's facility(ies)
with appropriate documentation and support material and/or
re-certification workshops for all Certified Raters using said
Instruments or Systems at no cost to Licensee, if said update or
modification occurs during the first eighteen (18) months of the term
hereof. In the event that the System as so updated or modified (i) is
no longer materially suitable for use by Licensee or (ii) would result
in out-of-pocket training and/or re-certification expenses in excess of
$100,000.00, then, upon not less than sixty (60) days written notice to
Medirisk, Licensee may terminate this Agreement without penalty.
7.3 MODIFICATION BY LICENSEE. Licensee may not modify, reformat,
manipulate, translate, adapt or reverse engineer the Systems or any
component or constituent part thereof for any purpose, or rent,
sublease, sell, loan, or otherwise transfer all or any of the Systems,
except as expressly provided in this Agreement.
8.0 CERTIFICATION PROGRAM GUIDELINES. The Certification Program is designed
to ensure that staff employed by Licensee at its Applicable Facilities
adequately understand and uniformly apply to the Instruments and rating
guidelines so that Licensee's data is internally consistent and Licensee's
gathering of data is consistent with the gathering of data by other licensees of
Medirisk and thereby eligible for entry into the National Database of Outcomes
Data. The Certification Program is controlled and managed solely by Medirisk for
the purposes and anticipated results as Medirisk may in its sole discretion deem
appropriate. Licensee acknowledges that no authority other than Medirisk, either
public or private, mandates or supervises the Certification Program. Licensee
agrees to participate in the Certification Program and take all steps required
thereby. Licensee may use a different certification system only after it has
been submitted to Medirisk in writing, and Medirisk, in its sole discretion, has
approved the proposed alternative in writing. Until any alternative is approved
by Medirisk and authorized in writing, Licensee agrees to conform to the
Certification Program.
8.1 CANDIDATES FOR THE CERTIFICATION PROGRAM. No person other than
a Rater Candidate may become certified to rate patients without the
written consent of Medirisk. The term "Rater Candidate" shall refer to
any member of Licensee's staff at an Applicable Facility who holds one
of the positions designated below for the indicated Applicable
Instrument(s):
(A) Medical Outcomes Instruments: Registered Nurse
("RN"), Licensed Practical Nurse under direct
supervision of an RN ("LPN"), physician or
Respiratory Therapist.
(B) Functional independence measure, IADL, Rancho Los
Amigos Level of Cognitive Function Instrument Rating,
and General Rehabilitation Outcomes Instrument:
Licensed Physical Therapist ("PT"), Licensed
Occupational Therapist ("OTR"), Licensed Therapy
Assistant ("TA"), Licensed Speech Pathologist ("SP"),
RN, LPN, psychologist or social worker.
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8.2 MEDIRISK CLINICAL RATER. A Rater Candidate who has passed the
Certification Program agreed to by the parties with respect to a
particular Instrument, is a Certified Clinical Rater as to that
Instrument.
8.3 CERTIFICATION PROGRAM OPERATION. See Statement of Work.
8.4 MEDIRISK'S CERTIFICATION STANDARD. To become a Certified
Clinical Rater, a Rater Candidate must correctly answer a minimum of
eighty (80%) percent of all questions comprising Medirisk's
certification test. A Rater Candidate must be separately tested for
each Instrument selected by Licensee in Schedule 1.
9.0 DATA SUBMISSION.
9.1 DATA SUBMISSION SCHEDULE. Licensee shall submit data to
Medirisk within ten (10) days after the end of the monthly
data-gathering period. Licensee recognizes that failure to provide data
in a timely manner will interfere with Medirisk's ability to provide
Licensee with timely reports and will neither interrupt Medirisk's
invoicing cycle or Licensee's corresponding payment obligations, nor
extend the term of this Agreement. Further data submission requirements
are set forth in the Statement of Work.
9.2 DATA SUBMISSION VEHICLE. All data submission will in the HCIS
(or successor software system) format (see Statement of Work).
9.3 DATA SUBMISSION FORMAT. Licensee shall ensure that all data
fields are complete for each patient rating and submission. Licensee
acknowledges that incomplete or inaccurate data may skew reports. If
Medirisk's data error process indicates that data is incomplete or
inaccurate, Licensee may be requested to provide additional data;
failure of Licensee to timely submit such data may result in a delay in
the production of applicable reports, which delay shall not be
actionable by Licensee. In order to facilitate data submission,
Licensee agrees to assign a staff member at each facility to the role
of Data Collection Coordinator with respect to Medirisk. This staff
member shall have primary responsibility for, and primary contact with
Medirisk regarding, data submission. Licensee agrees to provide the
name, telephone, and fax numbers of each such person to Medirisk via
each completed Facility Enrollment Form. Licensee agrees to reassign
this responsibility to another staff member, when appropriate, and to
use good faith efforts to promptly inform Medirisk of each such change.
Medirisk shall likewise identify to each Data Collection Coordinator
his or her primary contact at Medirisk, along with such person's
telephone and fax numbers.
9.4 DATA INTEGRITY. Licensee shall ensure, and hereby warrants,
that:
(A) facility patients will be asked to complete
questionnaires and all data collected by Licensee
will be collected by Certified Raters in accordance
with the written protocol set forth in the Training
Manual;
(B) data will be collected on all patients who are in a
treatment program pertinent to each Applicable
Instrument for each Applicable Facility;
(C) no data will be intentionally falsified or distorted
for any reason; and
(D) Certified Raters will enter their own identification
number for each patient rating and data will be
accepted only if taken by Certified Raters.
9.5 DATA CONFIDENTIALITY; PERMITTED DISCLOSURES AND USE OF DATA.
Medirisk shall maintain a copy of all data collected from the
Applicable Facilities, unless otherwise requested in writing by
Licensee, and shall maintain the confidentiality of such data. Such
data shall include, without limitation, information obtained by
Medirisk as a result of the follow-up telephone surveys with patients
which may be conducted by Medirisk as discussed in the Statement of
Work, or similar inquiries performed by Medirisk. All data collected
from the Applicable Facilities, as well as the results set forth in any
report prepared by Medirisk for Licensee using such data, shall be and
remain the confidential property of Licensee. Notwithstanding the
foregoing, Licensee agrees that any data which it submits to Medirisk,
or which
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Medirisk otherwise obtains from or on behalf of Licensee, may be
entered into the National Database of Outcomes Data, at Medirisk's
discretion, and that Medirisk may use and/or otherwise provide data to
third parties from the National Database of Outcomes Data, at
Medirisk's discretion; provided, however, that Medirisk may only
disclose such data to third parties in a fashion that does not reveal
the identity of the individual patient or facility which provided such
data, except to research organizations or consultants pursuant to a
data utilization confidentiality or similar agreement to which Medirisk
and any such research organization or consultant are parties, and in
such case the name of the patient and facility will either be omitted
or encrypted. Pursuant to the terms of such data utilization
confidentiality agreement, such research organizations and consultants
will generally be prohibited from further disclosing the identities of
individual facilities and patients, subject to such exceptions
permitting limited disclosure as Medirisk in its reasonable discretion
may negotiate with such research organizations or consultants. Licensee
will request a release from each patient for such actions, including an
acknowledgment and consent by the patient that he or she may be the
subject of a follow-up telephone survey(s), and that he or she will
cooperate in providing the requested information; provided, however,
that nothing in this Agreement or otherwise shall require a patient to
so consent nor shall the failure of one or more patients to so consent
be deemed a default by Licensee hereunder. A form of suggested language
to incorporate into such a release is attached hereto as Schedule 3;
provided, however, that Medirisk's provision of this language to
Licensee is and shall be expressly subject to the disclaimer set forth
in said Schedule. Licensee shall indemnify, defend and hold Medirisk
harmless from and against any third party claim, demand, suit or
actions brought at any time with regard to Medirisk's use of such data
in accordance with the terms and provisions of this Agreement. Medirisk
shall indemnify, defend and hold Licensee harmless from and against any
third party claim, demand, suit or actions brought at any time with
regard to Medirisk's use of such data which is not in accordance with
the terms and provisions of this Agreement. Medirisk's and Licensee's
indemnification and defense obligation as herein set forth shall
survive and remain respectively binding upon them after the termination
of this Agreement for any reason.
10.0 OUTCOMES REPORTS. Medirisk shall provide reports as set forth in the
Statement of Work.
11.0 SUPPORT AND CONSULTATION. Medirisk shall provide Licensee with support
and consultation as set forth in the Statement of Work.
12.0 JCAHO.
12.1 SELECTED PERFORMANCE MEASURES. Licensee shall complete a
Performance Measure Designation for each Applicable Facility and submit
it to Medirisk and shall therein designate the two (2) Measures
indicated therein as the initial clinical performance measures for
JCAHO accreditation of such Applicable Facility (the "Selected
Measures"). Licensee acknowledges that the number of Selected Measures
and the percentage of patients that they represent will need to
increase each calendar year over the term of the Agreement for JCAHO
accreditation to be maintained. Accordingly, future additional
designations of Selected Measures will be made by Licensee as required
for JCAHO accreditation purposes and will be communicated to Medirisk
in a timely fashion in a written format reasonably acceptable to
Medirisk.
12.2. SUBMISSION OF DATA TO JCAHO. Licensee hereby designates
Medirisk as its agent to submit performance measurement data to JCAHO
on behalf of the Applicable Facilities with respect to the Selected
Measures. Medirisk will comply with all JCAHO "ORYX" criteria to
transmit performance measurement data to JCAHO on behalf of the
Applicable Facilities on a calendar-quarterly basis. Such timely
submission to JCAHO is dependent upon each Applicable Facility
submitting its data to Medirisk on a calendar-monthly basis not later
than the tenth (10th) day of the following month. The initial period
for which data will be transmitted to JCAHO by Medirisk shall be the
third quarter of 1998, and such transmission will occur during the
first quarter of 1999.
12.3 FEE. [Intentionally Omitted.]
12.4 CONFIDENTIALITY. Licensee agrees that any restrictions on
disclosure of patient information by Medirisk set forth in this
Agreement or otherwise shall not be applicable to submission of the
subject data to JCAHO by Medirisk.
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12.5 LICENSEE RESPONSIBILITIES AND LIMITATION OF LIABILITY.
Licensee acknowledges that Licensee's seeking and obtaining JCAHO
accreditation of the Applicable Facilities is a matter solely between
Licensee and JCAHO. In such regard Licensee is solely responsible for
obtaining and supplying clinical performance measurement data directly
to the JCAHO-approved vendor it selects, with such vendor to then
transmit such data to JCAHO in accordance with instructions received
from Licensee. Licensee is solely responsible for informing JCAHO in a
timely fashion of its selection of both its vendor of choice and the
clinical performance measures selected. Medirisk is acting only as an
agent of Licensee in receiving such data directly from Licensee and
then submitting such data to JCAHO on behalf of, and as selected and
directed by, Licensee. Absent appropriate instructions from Licensee
Medirisk will neither submit data to JCAHO nor have any obligation to
do so. Timely submission of subject data by Medirisk to JCAHO is
dependent upon each Applicable Facility submitting its complete
error-free data to Medirisk in a timely fashion and in an appropriate
format, and Medirisk shall have no liability to Licensee or any other
party for any delay or failure in submissions to JCAHO resulting from
an Applicable Facility not supplying its data to Medirisk as and when
required. Licensee shall indemnify, defend and hold Medirisk harmless
from any and all liability resulting from Medirisk's submission of data
to JCAHO as directed by Licensee in accordance with this Agreement,
including without limitation any and all liability resulting from or
arising out of any claim that such submission of data violated the
privacy rights of any patient of Licensee.
13.0 DEFAULT. Either party has the right to terminate this Agreement,
without penalty to the terminating party, if the other party is in default
hereunder as hereinafter set forth. Upon the happening of any default, as
described in provisions (i) through (iv) hereof, the nondefaulting party shall
have all rights and remedies available to it at law and in equity, in addition
to the right to terminate this Agreement under this Section 13.0. In the event
of any termination of this Agreement because of a default by a party hereto,
Licensee shall return the Training Manuals, unused optical scan sheets and all
copies thereof to Medirisk within ten (10) days after receipt of written request
from Medirisk. The respective parties shall be in default under this Agreement
if any of the following occurs:
(I) Licensee shall fail to pay when due all or any portion of any
amount due hereunder, and such amount shall be and remain unpaid for
ten (10) days following written notice of such nonpayment by Medirisk
to Licensee;
(II) A party shall materially breach or violate any of the other
terms or conditions of this Agreement and the same shall continue
thirty (30) days after the other party gives the defaulting party
written notice thereof; provided, however, that if the defaulting party
has been unable to cure such default or violation within such thirty
(30) day period after diligent attempts to do so, such period shall be
extended while such efforts continue and until such cure is effected.
(III) A party shall (i) apply for or consent to the appointment of
or the taking of possession by a receiver, custodian, trustee or
liquidator of itself or all of or a substantial part of its property,
(ii) fail, or admit in writing its failure or inability, or be
generally unable to pay its debts as such become due, (iii) make a
general assessment for the benefit of its creditors, (iv) commence a
voluntary case under the Federal Bankruptcy Code or any similar federal
or state law, or (v) take any corporate action for the purpose of
effecting any of the foregoing; or
(IV) a proceeding or case shall be commenced, without the
application or consent of the party hereto that is the respondent in
such proceeding or case, in any court of competent jurisdiction,
seeking (i) the liquidation, reorganization, dissolution, winding-up,
or composition or readjustment of debts of such party, (ii) the
appointment of a trustee, receiver, custodian, liquidator, or the like
for such party, of all or any substantial part of its assets, (iii)
similar relief with respect to such party under any law relating to
bankruptcy, insolvency, reorganization, winding-up or composition and
adjustment of debts, and such proceeding or case shall continue
undismissed, or any order, judgment or decree approving or ordering any
of the foregoing shall be entered and continued unstayed and in effect,
for a period of thirty (30) days from the commencement of such
proceeding or case, or any order for relief against such party shall be
entered at any time in an involuntary case under the Federal Bankruptcy
Code.
14.0 GENERAL.
-9-
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14.1 REFERENCES. Titles and paragraph headings herein are for
reference purposes only. This Agreement contains the entire agreement
of both parties hereto, and supersedes any and all previous oral and
written communications and agreements with respect to the subject
matter hereof. This Agreement shall not be modified or amended without
the written consent of both parties hereto. In the event of any
conflict between the terms and conditions of this Agreement and any
purchase order or other writing of Licensee, the terms of this
Agreement shall control, unless the terms and conditions in such
purchase order or other writing are expressly and specifically agreed
to in writing by an officer of Medirisk. Notwithstanding the foregoing,
in the event of a conflict between the terms of the other portions of
this Agreement and the Statement of Work, the terms of the Statement of
Work shall control.
14.2 WAIVER. No waiver of any breach of any provision of this
Agreement shall constitute a waiver of any prior, concurrent or
subsequent breach of the same or any other provision hereof and no
waiver shall be effective unless made in writing. In the event that any
provisions of this Agreement shall be held invalid or otherwise
unenforceable, such provision shall be severed and the remaining
provisions of this Agreement shall continue in full force.
14.3 NOTICE. All notices, demands, requests, or other
communications which may be or are required to be given, served, or
sent by either party to the other party pursuant to this Agreement
shall be in writing and shall be hand delivered (including delivery by
courier so long as a receipt or confirmation of delivery is obtained),
sent by Federal Express or other recognized overnight delivery service,
mailed by first-class, registered or certified mail, return receipt
requested, postage prepaid, or transmitted by facsimile transmission
(followed by delivery of the original of such document), addressed as
set forth below. Either party hereto may designate by notice, in the
manner herein above provided, a new address to which any notice,
demand, request or communication may thereafter be so given, served or
sent. Each notice, demand, request or communication which shall be
mailed, delivered, or transmitted in the manner described above shall
be deemed sufficiently given, served, sent and received for all
purposes at such time as it is delivered to the addressee (with the
return receipt, the delivery receipt, the affidavit of messenger or the
answer back (or, with respect to a facsimile transmission, the report
generated by the transmitting facsimile machine confirming successful
transmission of the facsimile) being deemed conclusive evidence of such
delivery) or at such time as delivery is refused by the addressee upon
presentation.
14.4 FORCE MAJEURE. If either party is unable to perform any of its
obligations hereunder, or is unable to enjoy a benefit hereunder
(including without limitation loss of or failure to provide the
product(s) and/or service(s)), due to any event beyond the reasonable
control of such party, including without limitation weather and all
other Acts of God, war, fire, heat, cold, explosion, flood, power or
telephone failures, acts or omissions of any government or agency
thereof, compliance with requirements, rules, regulations or orders of
any governmental authority or instrumentality thereof, labor
difficulty, supplier failure or delay, civil disorder, or breakdown or
malfunction of machinery, transportation facilities or other equipment
of any nature, then such party's performance shall be excused for the
pendency of such event, but such party shall in good faith use its best
efforts to limit the duration of any such delay.
14.5 GOVERNING LAW. This Agreement is entered into in, and shall be
governed by and construed under, the laws of the State of Georgia.
14.6 ATTORNEYS' FEES. If any sums due and owing under this
Agreement are collected by or with the assistance of legal counsel, or
if a party brings suit of any type against the other party and prevails
in such action, then the losing party shall be liable to the prevailing
party, and shall promptly remit to the prevailing party upon demand,
all of the prevailing party's costs and expenses incurred with respect
thereto, including without limitation court costs and reasonable
attorneys' fees.
14.7 INDEPENDENT CONTRACTOR. The relationship between the parties
established in this Agreement shall be solely that of independent
contractors and does not designate either party as the agent, legal
representative, partner or joint venturer of the other party for any
purpose whatsoever. Neither party is granted any right to create any
obligation or responsibility or make representations, express or
implied, on behalf of or in the name of the other party or to bind the
other party in any matter or thing whatsoever.
-10-
12
14.8 BINDING AGREEMENT. This Agreement shall be binding upon
Medirisk and its assigns, and Licensee and its permitted successors and
assigns.
IN WITNESS WHEREOF, the parties have hereunto set their hands under
seal on the dates indicated.
MEDIRISK OF ILLINOIS, INC. HEALTHSOUTH CORPORATION
BY: /s/ Xxxxxxx X. Xxxxx, Xx. BY: /s/ Xxxxxx X. Xxxxxxx
----------------------------- -----------------------------
(Signature) (Signature)
NAME: Xxxxxxx X. Xxxxx, Xx. NAME: Xxxxxx X. Xxxxxxx
----------------------------- -----------------------------
TITLE: Executive Vice President TITLE:
----------------------------- -----------------------------
DATE: 1/20/98 DATE: 12/31/97
----------------------------- -----------------------------
Medirisk of Illinois, Inc. HEALTHSOUTH Corporation
c/o Medirisk, Inc. One HEALTHSOUTH Parkway
Xxx Xxxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxxx, Xxxxxxx 00000
0000 Xxxxxxxx Xxxx
Xxxxxxx, Xxxxxxx 00000-0000
Attention: Contracts Administration Attention: Xx. Xxxxx Xxxxxx
Tel: (000) 000-0000 Tel: (000) 000-0000
Fax: (000) 000-0000 Fax: (000) 000-0000
With a copy to:
HEALTHSOUTH Corporation
Xxx XXXXXXXXXXX Xxxxxxx
Xxxxxxxxxx, Xxxxxxx 00000
Attention: Legal Services Department
Tel: (000) 000-0000
Fax: (000) 000-0000
-11-
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SCHEDULE 1
LICENSE FEES
ANNUAL FEE: $[*] PER PATIENT*
* For up to [*] patients per term-year; in addition, the minimum number of
patients per term-year during the term of this Agreement shall be not less than
[*], and Licensee shall be responsible for payment to Medirisk with respect to
such minimum amount of patients regardless of whether or when such patients are
actually submitted to Medirisk.
For patients in excess of [*] per term-year, the Annual Per-Patient Fee shall be
as set forth in an amendment to this Agreement to be entered into in the near
future.
Payments shall be due and payable quarterly in advance on the first day of each
calendar quarter during the term hereof, based upon an annual submission rate of
[*] patients. Charges for patients in excess of such amount will be invoiced
quarterly in arrears.
A one-time, nonrefundable additional fee of [*] shall be payable for services
rendered to date in anticipation of the work to be performed by Medirisk under
this Agreement and other agreements to be entered into between the parties in
the future. Such fee shall be payable in two (2) equal quarterly installments
due 31 March 1998 and 30 June 1998, respectively.
FOR JCAHO-RELATED MATTERS: The foregoing pricing includes reporting on up to [*]
Selected Measures per Applicable Facility per quarter for Inpatient
Rehabilitation only.
FOR LICENSE OF OTHER MEDIRISK DATA: The foregoing pricing includes a one-year
license in and to the MEDIRISKSM Physician Fee Database (six levels).
* Confidential treatment requested.
Page 1 of 1
14
SCHEDULE 2
ADDITIONAL SUPPORT COSTS
Consulting services for special projects or reports not included in this
Agreement will be charged at the following hourly rates for the corresponding
level of service: provided, however, that such work may only be requested by
Xxxxx Xxxxxx or her successor or designee at Licensee:
Level of Service Hourly Rate
---------------- -----------
Clerical $[*]
Programming $[*]
Professional $[*]
Routine in-person consultation will be charged on a per diem (or part thereof)
rate of [*], however, in-person consultation by Xxx Xxxxxx or other top
executives of Medirisk will be charged on a per diem of [*].
*Confidential treatment requested
REPORTING SCHEDULE
See Statement of Work
-13-
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SCHEDULE 3
For purposes of the release to be obtained by Licensee from each of its
patients as required by Section 9.5 of the foregoing Agreement, Licensee may
choose to incorporate language similar to that set forth below under "Sample
Provision" into any release or other document to be signed by the patient as it
may determine appropriate and necessary.
DISCLAIMER: LICENSEE ACKNOWLEDGES THAT THE FOLLOWING SAMPLE RELEASE LANGUAGE IS
PROVIDED BY MEDIRISK MERELY AS A COURTESY TO LICENSEE AND THAT MEDIRISK
DISCLAIMS ANY REPRESENTATION OR WARRANTY AS TO THE EFFECTIVENESS OR SUFFICIENCY
OF THIS PARTICULAR LANGUAGE. LICENSEE IS ADVISED TO CONSULT ITS OWN LEGAL
COUNSEL TO DETERMINE HOW TO SATISFY ITS RELEASE OBLIGATIONS UNDER THE FOREGOING
AGREEMENT. LICENSEE ACKNOWLEDGES AND AGREES THAT THE DECISION TO USE AND INCLUDE
ANY RELEASE LANGUAGE IN ANY DOCUMENT PROVIDED BY LICENSEE TO ITS PATIENTS SHALL
BE SOLELY UNDER THE CONTROL OF LICENSEE AFTER IT HAS OBTAINED REVIEW AND
APPROVAL OF SUCH LANGUAGE AND THE FORM OF ANY RELEASE DOCUMENT FROM ITS LEGAL
COUNSEL. THE FORM OF RELEASE SELECTED BY LICENSEE SHALL NOT BE SUBJECT TO REVIEW
OR APPROVAL BY MEDIRISK. LICENSEE FURTHER ACKNOWLEDGES THAT THE SAMPLE LANGUAGE
SET FORTH BELOW IS INTENDED TO ADDRESS ONLY THE INFORMED CONSENT ISSUES
CONCERNING DISCLOSURE TO, AND THE OBTAINING OF FACILITY AND PATIENT INFORMATION
BY, MEDIRISK UNDER THIS AGREEMENT, AND IS NOT INTENDED AS AN EXCLUSIVE CONSENT
OR RELEASE BY THE PATIENT WITH RESPECT TO ALL ISSUES WHICH MAY BE OF CONCERN TO
LICENSEE AND ITS PROVISION OF CARE TO, OR DISCLOSURE OF INFORMATION WITH RESPECT
TO, ANY PARTICULAR PATIENT.
Sample Provision:
"RELEASE OF INFORMATION TO THIRD-PARTY CONTRACTORS OF [HOSPITAL]; POST-DISCHARGE
FOLLOW-UP CONTACTS. [Patient] hereby authorizes [Hospital] to disclose, orally
and/or in writing, any and all personal information concerning [Patient] which
[Hospital] has or may obtain (including without limitation [Patient]'s name,
address, sex, reason for admission, general nature of injuries, general
condition, diagnosis, symptoms, treatment plans, outpatient tests,
consultations, demographic and functional status) to any third-party contractor
(or agent thereof) of [Hospital] which [Hospital] has contracted to provide
statistical or similar analysis of any type with respect to [Patient] and/or
[Hospital] or any facility(ies) thereof. [Patient] further acknowledges that at
some point after [Patient]'s discharge from [Hospital], such contractor or an
agent thereof may contact [Patient] by telephone or otherwise for purposes of
one or more post-discharge surveys concerning [Patient]'s then-current physical
condition and recovery status, and [Patient] hereby authorizes and consents to
such contact(s) and agrees, on behalf of [Patient] and his or her
representatives, to use his or her best efforts to cooperate in providing any
requested information to such contractor's representative. [Patient] also hereby
acknowledges that any data which it submits to the contractor, or which the
contractor otherwise obtains from or on behalf of [Hospital] concerning
[Patient], may be entered into any general database of the contractor, at said
contractor's discretion, and that said contractor may use and/or otherwise
provide data to third parties from such database, at said contractor's
discretion, so long as said contractor only discloses such data to third parties
in a fashion that does not expressly reveal the identity of [Patient]; provided,
however, that said contractor may reveal the identity of [Patient] to research
organizations or consultants subject to pertinent confidentiality restrictions
to which the contractor and such other parties are bound. [Patient] acknowledges
that such research organizations will generally be prohibited from further
disclosing the identity of [Patient], subject to exceptions permitting further
limited disclosure as may be permitted by the contractor in the exercise of its
reasonable discretion."
Page 1 of 1
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EXHIBIT "A"
FACILITY ENROLLMENT FORM
A SEPARATE FORM MUST BE COMPLETED FOR EACH FACILITY TO BE ENROLLED
IN THE FORMATIONS(SM) CLINICAL OUTCOMES SYSTEMS
Licensee Name: HEALTHSOUTH Corporation
Facility Name:
------------------------------------------------
Facility Address:
------------------------------------------------
------------------------------------------------
------------------------------------------------
DATA BASE CATEGORY: LICENSEE MUST DETERMINE HOW EACH FACILITY'S DATA SHOULD BE
CATEGORIZED WITHIN THE MEDIRISK DATABASE. PLEASE SELECT ONE AND ONLY ONE (1) OF
THE FOLLOWING:
==========================================================================================================================
[ ] Inpatient: DRG exempt rehabilitation unit in hospital [ ] Inpatient: Free-standing rehabilitation hospital
(If checked, number of beds: __________) (If checked, number of beds: __________)
--------------------------------------------------------------------------------------------------------------------------
[ ] Hospital-based subacute unit [ ] Hospital-based skilled nursing unit
(If checked, number of beds: __________) (If checked, number of beds: __________)
--------------------------------------------------------------------------------------------------------------------------
[ ] Skilled nursing facility: Subacute unit [ ] Skilled nursing facility
(If checked, number of beds: __________) (If checked, number of beds: __________)
--------------------------------------------------------------------------------------------------------------------------
[ ] Contract services company: Subacute care [ ] Contract services company: Skilled care
--------------------------------------------------------------------------------------------------------------------------
[ ] Home care agency [ ] Outpatient center/hospital-based
--------------------------------------------------------------------------------------------------------------------------
[ ] Occupational rehabilitation clinic [ ] Outpatient center/nonhospital
--------------------------------------------------------------------------------------------------------------------------
[ ] Long-Term Acute Care
(If checked, number of beds: __________)
==========================================================================================================================
Facility Medicare Provider Number (6-DIGIT NUMERIC ONLY): __ __ __ __ __ __
--------------------------------------------------------------------------------
OUTCOMES REPORTING RECIPIENT FOR FACILITY
Name of Individual:
---------------------------------------------
Title:
---------------------------------------------
Mailing Address (if same as Facility's indicate "Same"):
---------------------------------------------
---------------------------------------------
Phone: ( ) Fax: ( )
--- ------------- --- -------------
--------------------------------------------------------------------------------
Page 1 of 2
Facility Enrollment Form
17
--------------------------------------------------------------------------------
CERTIFICATION COORDINATOR
Name of Individual:
Phone: ( ) Fax: ( )
--- ------------ --- ------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
DATA COORDINATOR
Name of Individual:
Phone: ( ) Fax: ( )
--- ------------ --- ------------
--------------------------------------------------------------------------------
Anticipated number of discharges per month to be submitted: _________________
--------------------------------------------------------------------------------
DATA ENTRY METHOD (SELECT ONE):
[ ] Optical Scan Forms [ ] HCIS(TM) Software [ ] Other (explain): _________
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
APPLICABLE OUTCOMES INSTRUMENTS TO BE USED AT FACILITY
(SELECT ALL THAT APPLY):
Inpatient:
[ ] Medical (Hospital) [ ] Medical (Subacute)
[ ] Medical (Skilled Nursing Facility)
(For either of the above, please also indicate which of the following
components will be utilized):
[ ] Rehabilitation [ ] Nutrition [ ]Pain Treatment
[ ] Respiratory Treatment [ ]Wound Treatment
Outpatient:
[ ] Custom Rehabilitation
--------------------------------------------------------------------------------
================================================================================
FOR MEDIRISK USE ONLY:
Date of Receipt of Form from Facility: _____________________, 199__
Facility ID # _____________________
Commencement date for data collection: _____________________, 199__
APPROVED:
Date:
------------------------------------- ------------------------------
Director of Client Services - Chicago
================================================================================
Page 2 of 2
Facility Enrollment Form
18
EXHIBIT "B"
PERFORMANCE MEASURE DESIGNATION
A SEPARATE FORM MUST BE COMPLETED FOR EACH FACILITY FOR WHICH
DATA IS TO BE SUBMITTED TO JCAHO
Licensee Name: HEALTHSOUTH CORPORATION
Facility Name:
-----------------------------------------------
Facility Address:
-----------------------------------------------
-----------------------------------------------
-----------------------------------------------
--------------------------------------------------------------------------------
APPLICABLE PERFORMANCE MEASURES TO BE USED FOR JCAHO ACCREDITATION
(Please indicate selection by inserting the appropriate JCAHO ID Number from the
attached list of Medirisk Performance Measures)*
------------------------- ----------------------------
------------------------- ----------------------------
------------------------- ----------------------------
------------------------- ----------------------------
--------------------------------------------------------------------------------
================================================================================
FOR MEDIRISK USE ONLY:
Date of Receipt of Form from Facility: _____________________, 199__
Facility ID # _____________________
Commencement date for data submission: _____________________, 199__
APPROVED:
-------------------------------------
Director of Client Services - Chicago
Date:
-------------------------------
================================================================================
* Facility may not select a Performance Measure for which it is not currently
licensing the corresponding Instrument.
Performance Measure Designation
Page 1 of 1
19
MEDIRISK PERFORMANCE MEASURES
MEDICAL OUTCOMES SYSTEM - REHABILITATION
JCAHO ID Measure
-------- -------
2004 Patients' improvement in communication ability
2011 Rehabilitation patients' overall change in mobility
2012 Rehabilitation patients' mobility at discharge
2019 Rehabilitation patients' overall change in communication
2020 Rehabilitation patients' communication at discharge
2029 Rehabilitation patients' overall change in social cognition
2052 Discharge to community relative to database
2059 Rehabilitation patients' social cognition at discharge
2064 Rehabilitation patients' overall change in IADL
2066 Rehabilitation patients' IADL at discharge
2087 Patients' change in sphincter control
2095 Patients' change in mobility independence
2154 Percent of rehabilitation patients who change in IADL
2164 Facility change in IADL
2170 Patients' change in social cognition
2190 Rehabilitation patients' overall change in self-care
2192 Rehabilitation patients' self-care at discharge
2196 Rehabilitation patients' overall change in sphincter control
2197 Rehabilitation patients' sphincter control at discharge
2199 Rehabilitation patients' change in social cognition
2204 Patients who change in self care independence
2215 Rehabilitation patients' change in sphincter control
2218 Percent of rehabilitation patients who change in mobility
2225 Percent of rehabilitation patients who show a change in self care
2233 Rehabilitation patients' change in communication
Medirisk Performance Measures
Page 1 of 2
20
MEDICAL OUTCOMES SYSTEM - WOUND
JCAHO ID Measure
-------- -------
2030 Surface area of wounds compared to database
2032 Change in wound stage compared to database
MEDICAL OUTCOMES SYSTEM - RESPIRATORY
JCAHO ID Measure
-------- -------
2037 Percent of patients weaned from ventilator
2041 Percent of patients weaned from oxygen use
2151 Percent of patients decannulated
MEDICAL OUTCOMES SYSTEM - PAIN
JCAHO ID Measure
-------- -------
2077 Percent of patients with a decrease in pain interference
2179 Narcotic use at initiation/discontinuation of treatment
MEDICAL OUTCOMES SYSTEM - NUTRITION
JCAHO ID Measure
-------- -------
2832 Nutritional status measure
2837 Body mass index
GENERAL REHABILITATION - OUTPATIENT
JCAHO ID Measure
-------- -------
2108 Change in self care independence for outpatients
2113 Change in sphincter control independence for outpatients
2117 Change in mobility independence for rehabilitation outpatients
2118 Change in communication independence for rehabilitation outpatients
2121 Change in social cognition independence for rehabilitation outpatients
2123 Change in IADL independence for rehabilitation outpatients
2135 Change in health status role physical functioning for outpatients
2141 Change in health status physical functioning for outpatients
2144 Change in health status pain for outpatients
Medirisk Performance Measures
Page 2 of 2
21
ATTACHMENT "A"
MEDIRISK-HEALTHSOUTH 1998-2000 STATEMENT OF WORK
Medirisk of Illinois, Inc. ("Medirisk") will perform the
Outcomes-related data analysis and reporting functions for HEALTHSOUTH
Corporation ("HEALTHSOUTH") as established below during the term of the new
agreement. All such work will be performed utilizing instruments that comprise a
part of the Medirisk FORMATIONS(SM) Clinical Outcomes System and will encompass
the following service areas: Inpatient Products, Hospital-Based Outpatient
Products and Joint Commission on Accreditation of Healthcare Organizations
("JCAHO") compliance. The work to be performed for each of such service areas
will be as follows:
1. INPATIENT PRODUCTS
A. Instruments
The FORMATIONS(SM) Medical Outcomes System Version 2.0 measurement
tools will be used, including a descriptor dataset, a comorbid disease dataset,
and a rehabilitation dataset (which includes functional independence measures,
Rancho Los Amigos Coma Scale and Instrumental Activities of Daily Living
("IADL")). Additional datasets will be used as needed by each facility and will
include pain, wound, respiratory, and nutrition instruments.
Medirisk will receive data from facilities on disk via HCIS. Data on
all patients will be submitted on a monthly basis. HEALTHSOUTH will provide such
data to Medirisk no later than the tenth (10th) day of the month following the
reporting month in question. HEALTHSOUTH will provide HCIS programming.
B. Number of Locations/ Volume:
HEALTHSOUTH currently owns and operates 104 rehabilitation hospitals,
12 of which maintain separate subacute/skilled care unit/facilities. Currently
70 of these hospitals participate in the Medirisk outcomes program. During 1998
thirty-four (34) additional rehabilitation hospitals will be added (including 30
recently acquired CMS facilities). This will occur on or around April 1, 1998.
Facilities that are managed by HealthSouth, but not owned by HEALTHSOUTH, will
be free to contract with Medirisk independently and will not be covered under
the new master agreement.
Data on all inpatient admissions will be reported by HEALTHSOUTH to
Medirisk. Medirisk will report back to HEALTHSOUTH on all patients who can be
classified into one or more of the following impairment groups: stroke,
orthopedic, head injury, spinal cord, debility, or "others not classified". This
number is expected to be approximately [*] discharges in 1998.
Aggregate reports will be prepared for all patients for which data and
a patient ID number is submitted along with a valid impairment code falling
within the impairment codes of stroke, orthopedic, head injury, spinal cord,
debility, and "others not classified". Medirisk will make substantial efforts to
insure that data received is complete and properly transmitted.
C. Facility Reports
Each of the facilities will receive a quarterly Facility Report. These
reports will be shipped to each respective facility by the fifteenth (15)
calendar day of the second month following the end of the reporting quarter. The
Facility Report for the fourth quarter of each calendar year will be modified to
replace the current year-end report provided to HEALTHSOUTH facilities. This
report will be a cumulative report for the entire year and will be shipped to
each respective facility by February 15th of each calendar year.
Facilities will receive one bound black and white copy and one unbound
copy containing color graphs for each of the quarterly reports and the year end
report.
* Confidential treatment requested
Statement of Work
Page 1 of 9
22
Reports for facilities added to the Medirisk outcomes system during
1998 will be prepared and distributed by July 15, 1998, and will include
discharges for the first quarter of 1998. Thereafter these facilities will
follow the same distribution schedule as for other facilities.
D. Corporate Reports
HEALTHSOUTH corporate office will receive 4 copies of a quarterly
report which summarizes in aggregate form the data for all reported facilities
for such quarter. These reports will be shipped to the Quality Standards
department by the fifteenth (15) calendar day of the second month following the
end of the reporting quarter in question. The Corporate Report for the fourth
quarter of each calendar year will be modified to replace the current Corporate
year-end report provided to HEALTHSOUTH corporate. This report will be a
cumulative report for the entire year and will be shipped to each respective
facility by February 15th of each calendar year. These reports will also be
provided to HEALTHSOUTH corporate in electronic format in a format mutually
agreed to by both parties.
Medirisk will also continue to provide to HEALTHSOUTH corporate a
quarterly Corporate Trend Report that reflects only functional independence
measure data. This report will continue to represent all diagnostic and
impairment groups consistent with previously supplied reports in order to
provide consistent data over time. These reports will be shipped to the Quality
Standards department by the fifteenth (15) calendar day of the second month
following the end of the reporting quarter in question. This report will also be
provided to HEALTHSOUTH corporate in electronic format in a format mutually
agreed to by both parties.
Medirisk will continue to provide a quarterly Corporate Ranking Report
which will be redesigned by the end of the first quarter of 1998 to incorporate
a more equitable ranking methodology. The format of this report will be proposed
by Medirisk and mutually agreed upon by Medirisk and HEALTHSOUTH. This report
will also be provided to HEALTHSOUTH corporate in electronic format in a format
mutually agreed to by both parties.
All corporate reports, including the previously mentioned Corporate
Trend Reports, will include data on the following impairment groups: stroke,
orthopedic, head injury, spinal cord, debility, and "others not classified",
though data from other impairment groups will have been sent to Medirisk.
E. Follow-Up Phone Interviews
Medirisk will perform follow-up phone interviews within a window of 80
to 100 days from the date of patient discharge on a representative sample of
patients discharged from a HEALTHSOUTH facility in one of the following
impairment groups: stroke, orthopedic, head injury, spinal cord, and debility.
Medirisk will complete interviews with [*] per cent ([*]%) of patients from
the following impairment groups: stroke, orthopedic, head injury, spinal cord,
and debility, which is expected to result in the completion of approximately
[*] calls completed within each calendar year. Patients interviewed will come
from the subset of patients who have clean data submitted. In no case is the
number of patients to be interviewed to exceed [*] per calendar year without
the express written consent of HEALTHSOUTH Corporation.
F. Follow-Up Reports
With respect to the follow-up phone interviews Medirisk will provide
the following reports for each facility on a quarterly basis: an aggregate
follow-up report, a patient comments report, and a call completion report. A
monthly status report will also be provided to each facility by the 10th
calendar day of the end of each month. A "Red Flag" notification will be
immediately communicated to the affected facility in the event that former
facility patients indicate that they are experiencing an emergency situation.
Medirisk will provide to HEALTHSOUTH corporate a quarterly call completion
report that lists basic summary information concerning call completion such as
number of calls completed per facility, the number of calls per impairment
group, and any other additional useful information mutually agreed upon by
Medirisk and HEALTHSOUTH. Medirisk will develop and provide to HEALTHSOUTH
Corporate a trend report displaying the percentage of patients who have
maintained their functional gains.
* Confidential treatment requested
Statement of Work
Page 2 of 9
23
G. Training
Two videos will be recorded for the purpose of training HEALTHSOUTH
staff on the use of the FORMATIONS Medical Outcomes System Version 2 measurement
tools. HEALTHSOUTH will assume responsibility for payment for the production of
the videos. Medirisk will provide the staff to write the script for the videos
and will provide a trainer to narrate these videos.
The current functional independence measure /IADL video will be updated
by the close of business, December 31, 1997, to reflect the changes in the IADL
instrument contained within Medical Outcomes System Version 2. HEALTHSOUTH will
mail copies of the video to its facilities for the purposes of verification and
training in the functional independence measure/IADL instruments for new
facilities simultaneously for all facilities by April 1, 1998. By April 1, 1998,
a new video, which will include training on the pain, wound, respiratory, and
nutrition instruments will also be developed by Medirisk and mailed by
HEALTHSOUTH to all facilities who choose to use these optional instruments.
HEALTHSOUTH will send videos trainings, on an as-needed basis, to assure that
new staff are properly certified. Medirisk will provide all existing HEALTHSOUTH
facilities with updated training manuals.
All HEALTHSOUTH clinicians currently certified in the FORMATIONS
Medical Outcomes System Version 1 rehabilitation instruments will be required to
update their certification by viewing the new video(s) and by signing a form to
indicate their understanding of the changes. This shall be completed by end of
business on March 31, 1998. This signed form will be returned to Medirisk who
will assign a new certification ID number to each clinician. This will serve to
update current certification status.
Training manuals will be made available by Medirisk to each clinician
prior to viewing the training videos and taking the certification test for the
FORMATIONS Medical Outcomes System Version 2 rehabilitation instrument.
Clinicians will only receive training and testing for those instruments
pertinent to the performance of their job duties, selection of which will be the
responsibility of HEALTHSOUTH. Upon successful completion of the test each
clinician will receive a certificate from Medirisk.
Each certified clinician shall be entered into the Medirisk Rater
Database. Upon receipt and processing of patient data the processing program
provided by Medirisk shall determine whether or not the data contains an ID
number representing a certified clinician. Data containing ratings from
non-certified clinicians will not be processed, however, data containing
multiple ratings from both certified clinicians and non-certified clinicians
will be included in the report. Medirisk will produce a list of non-certified
clinicians for HEALTHSOUTH by the end of the third quarter of 1998 and return
such information to each affected facility along with training manuals and
certification tests sufficient to certify any and all non-certified clinicians.
Medirisk representatives will work with clinicians to obtain proper
certification.
Medirisk will provide one "Guide for Interpreting Your Report" for each
HEALTHSOUTH facility no later than April 30, 1998, to accompany the first
FORMATIONS Medical Outcomes System Version 2 report.
The final agreed-upon pricing will include the provision of up to a
maximum of 15,000 "Training Manuals", 15,000 certificates, and 104 "Guides to
Interpreting Your Report" over the three year contract period, provided however
that such amount may be re-negotiated upward upon the mutual consent of both
parties to this agreement.
H. Process Analysis
Medirisk will not perform a process analysis prior to implementation of
FORMATIONS Medical Outcomes System Version 2.0.
I. Roll Out Activities
Medirisk will provide a detailed implementation package for each of the
thirty-four (34) new HEALTHSOUTH rehabilitation hospitals to be added during
1998. This package, in loose-leaf notebook form will include, at a minimum: an
overview of Medirisk and Medirisk products, copies of new sample reports,
schedules for data collection and data reporting, and sufficient training
information. A copy will also be provided to all existing facilities. Medirisk
will make at minimum two calls to each new HEALTHSOUTH rehabilitation hospital:
Statement of Work
Page 3 of 9
24
once to verify receipt of the loose-leaf notebook materials; once to answer
questions that facility representatives may have after they have viewed the
training video.
J. Other Items
Medirisk will meet with HEALTHSOUTH (either at corporate headquarters
in Birmingham, Alabama and/or at one or more facilities to be designated by
HEALTHSOUTH) on an as-needed basis a maximum of 4 times per year at no
additional fee to HEALTHSOUTH. Visits not utilized on behalf of inpatient
rehabilitation hospitals will not expire; rather they will accrue to the benefit
of other HEALTHSOUTH divisions as needed to a maximum of the total number of
visits provided for with the contract.
Statement of Work
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25
2. HOSPITAL-BASED OUTPATIENT PRODUCTS
A. Instruments
Medirisk will design a custom General Rehabilitation instrument to be
used exclusively by HEALTHSOUTH outpatient clinics that includes the Formations
Descriptor Dataset and a custom rehabilitation dataset incorporating all of the
items from the current functional independence measure and IADL instruments. For
functional independence measure items a new field of "not applicable" will be
added to each instrument. A custom patient survey focusing on high level
mobility skills will also be designed by Medirisk. The patient survey will be
completed by patients who are capable of completing it independently or
otherwise completed by clinicians at the beginning and end of each patient's
treatment.
This custom General Rehabilitation instrument will be available for
HEALTHSOUTH outpatient clinics on or before April 1, 1998.
Medirisk will custom design the patient questionnaire portion of these
instruments for the exclusive use of HEALTHSOUTH and will not make it available
in its entirety for use by any other Medirisk clients. Thus comprehensive
instrument benchmarking outside of HEALTHSOUTH will not be available except for
variables used in common with the Medirisk tool.
Medirisk reserves the right to make modification to the instrument
after the first quarter of data is received and analyzed.
All data collection will be done on HCIS, with all programming provided
by HEALTHSOUTH
Data collection will begin no later than April 1, 1998. Data on all
patients will be collected by HEALTHSOUTH and submitted to Medirisk not later
than the 10th calendar day of the month following the reporting month in
question.
B. Number of Locations/Volume
HEALTHSOUTH owns and operates ninety-nine (99) rehabilitation
hospital-based outpatient clinics with a total volume of approximately [*]
patients annually. Data collection for this group of clinics will begin on April
1, 1998.
Data on all patients will be reported to and collected by Medirisk.
Medirisk will prepare reports on those patients belonging to the following
impairment groups: stroke, spinal cord injury, orthopedic, head injury, debility
and "others not classified". This number is expected to be approximately [*]% of
the total volume, approximately [*] patients.
C. Clinic Reports
The patient questionnaire portion of the Clinic Report will be
customized for HEALTHSOUTH and no other Medirisk client will receive this
report. The custom report will include, at a minimum, the following items: an
executive summary, tables, and graphs.
Each of these 99 rehabilitation hospital-based outpatient clinics will
receive a quarterly Clinic Report. The deadlines for the production of these
reports will begin at the end of the second quarter of 1998. These reports will
be shipped to each respective facility by the fifteenth (15) calendar day of the
second month following the end of the reporting quarter in question. The
Facility Report for the fourth quarter of each calendar year will be a
cumulative report for the entire year and will be shipped to each respective
facility by February 15th of each calendar year. These reports will also be
provided to HEALTHSOUTH corporate in electronic format in a format mutually
agreed to by both parties.
Clinics will receive one bound black and white copy and one unbound
copy containing color graphs for each of the quarterly reports and the year end
report.
Aggregate reports will be prepared for all patients for which data and
a patient ID number is submitted along with a valid impairment code falling
within the impairment codes of stroke, orthopedic, spinal cord injury, head
injury, debility, and "others not classified". Patients will be counted for
billing purposes by Medirisk whether
* Confidential treatment requested
Statement of Work
Page 5 of 9
26
or not the data that is sent is complete. Medirisk will make substantial efforts
to insure that data received is complete and properly transmitted.
D. Corporate Reports
Medirisk will publish a HEALTHSOUTH General Rehabilitation Corporate
Report which will be shipped to HEALTHSOUTH corporate by the fifteenth (15)
calendar day of the second month following the end of the reporting quarter in
question. The initial report will be for the second quarter of 1998. The
Corporate Report for the fourth quarter of each calendar year will be a
cumulative report for the entire year and will be shipped to HEALTHSOUTH
corporate by February 15th of each calendar year. The patient questionnaire
portion of the report will have not external benchmarks.
Medirisk will also publish a quarterly Corporate Ranking Report which
will be shipped to HEALTHSOUTH corporate by the fifteenth (15) calendar day of
the second month following the end of the reporting quarter in question. The
initial report will be for the second quarter of 1998.
These corporate reports will contain information for patients falling
within the impairment codes of stroke, orthopedic, spinal cord injury, head
injury, debility, and "others not classified".
E. Training
A satellite video telecast will be broadcast for the purpose of
training HEALTHSOUTH staff on the use of the HEALTHSOUTH General Rehabilitation
Instrument. HEALTHSOUTH will assume responsibility for payment for the
production of the telecast and the broadcasts of these satellite training.
Medirisk will provide the staff to write the script for the telecast and will
provide a trainer to narrate the telecast. For those HEALTHSOUTH facilities
without satellite receiving capabilities a video tape copy of the satellite
broadcast will be made available to them by HEALTHSOUTH corporate. HEALTHSOUTH
will continue to broadcast trainings, on an as-needed basis, to assure that new
staff are properly certified. The initial broadcast will take place in March
1998.
Training manuals and certification tests will be made available by
Medirisk to each clinician prior to viewing the training videos. Upon successful
completion of the test each clinician will receive a certificate from Medirisk.
Each certified clinician shall be entered into the Medirisk Rater
Database. Upon receipt and processing of patient data the processing program
provided by Medirisk shall determine whether or not the data contains an ID
number representing a certified clinician. Data containing ratings from
non-certified clinicians will not be processed, however, data containing
multiple ratings from both certified clinicians and non-certified clinicians
will be included in the report. Medirisk will produce a list of non-certified
clinicians for HEALTHSOUTH by the end of the third quarter of 1998 and return
such information to each affected clinic along with training manuals and
certification tests sufficient to certify any and all non-certified clinicians.
Medirisk representatives will work with clinicians to obtain proper
certification.
Medirisk will provide one "Guide for Interpreting Your Report" for each
HEALTHSOUTH clinic no later than July 31, 1998, to accompany the first report.
The final agreed-upon pricing will include the provision of up to a
maximum of 204 "Training Manuals", 510 tests, 510 certificates, and 99 "Guides
to Interpreting Your Report" over the three year contract period, provided
however that such amount may be re-negotiated upward upon the mutual consent of
both parties to this agreement.
F. Process Analysis
Medirisk will perform a Process Analysis for HEALTHSOUTH which will
include feedback from HEALTHSOUTH staff who are using the instruments, and
summarization of the findings. As part of the process analysis a Medirisk
representative will visit three (3) HEALTHSOUTH hospital-based outpatient
clinics, the location and time of which will be determined jointly upon
consultation with representative of HEALTHSOUTH. Visits not utilized on behalf
of inpatient rehabilitation hospitals outpatient clinics will not expire; rather
they will accrue to the benefit of other HEALTHSOUTH divisions as needed to a
maximum of the total number of visits provided for with the contract.
Statement of Work
Page 6 of 9
27
G. Roll Out Activities
Medirisk will provide a detailed implementation package for each of the
ninety-nine (99) clinics. This package, in loose-leaf notebook form will
include, at a minimum: an overview of Medirisk and Medirisk products, copies of
new sample reports, schedules for data collection and data reporting, and
sufficient training information. Medirisk will make at minimum two calls to each
new HEALTHSOUTH rehabilitation hospital: once to verify receipt of the
loose-leaf notebook materials; once to answer questions that facility
representatives may have after they have viewed the training video.
H. Other Items
Medirisk will meet with HEALTHSOUTH (either at corporate headquarters
in Birmingham, Alabama and/or at one or more facilities to be designated by
HEALTHSOUTH) on an as-needed basis a maximum of 2 times per year at no
additional fee to HEALTHSOUTH. Visits not utilized on behalf of inpatient
rehabilitation hospitals outpatient clinics will not expire; rather they will
accrue to the benefit of other HEALTHSOUTH divisions as needed to a maximum of
the total number of visits provided for with the contract.
Statement of Work
Page 7 of 9
28
3. JCAHO COMPLIANCE
Medirisk will send performance measure data to JCAHO on behalf of
HEALTHSOUTH's impatient rehabilitation facilities in order that HEALTHSOUTH may
comply with JCAHO's "ORYX" criteria. Medirisk will comply with any and all
deadlines established by JCAHO. Medirisk will also seek to apprise HEALTHSOUTH
of any information received from or pertaining to JCAHO which Medirisk
reasonably determines should be provided to HEALTHSOUTH.
Upon request, Medirisk will assist each facility in the selection of an
appropriate compliance measure for each year of the new agreement. These may
come from the list of approved measures supplied by Medirisk or the HEALTHSOUTH
patient satisfaction vendor, National Research Corporation. Both the number of
measures supplied and the percent of patients they represent may increase over
the term of this agreement.
Medirisk will compile monthly data points for each of HEALTHSOUTH's
accredited programs that choose to use Medirisk's outcomes measures and transmit
this data to JCAHO on a quarterly basis, subject to all requirements established
by JCAHO for compliance. Medirisk further agrees to hold HEALTHSOUTH harmless in
the event of non-compliance with JCAHO requirements that results from the
non-performance of Medirisk with the requirements of this agreement.
Data submissions are expected to begin in the first quarter of 1999 and
will represent the third quarter of 1998, subject to requirements established by
JCAHO.
It is anticipated that JCAHO will charge a set fee for each measure
that is transmitted by Medirisk to JCAHO on behalf of HEALTHSOUTH. For the
purposes of pricing Medirisk assumes that each of HEALTHSOUTH's inpatient
rehabilitation hospitals will select one measure and will charge accordingly up
to a limit of 137 measures.
Medirisk will send each participating HEALTHSOUTH -accredited program a
JCAHO report at a minimum five business days prior to transmittal of the report
to JCAHO.
Medirisk agrees to keep performance measures up to date. At the time of
submission of this proposal of Statement of Work, Medirisk has obtained approval
from JCAHO for a total of eighty-seven (87) measures. During the term of this
agreement Medirisk, on behalf of HEALTHSOUTH, agrees to submit to JCAHO for
approval a total of up to [*] new measures annually.
No corporate reporting of JCAHO reports is anticipated.
Medirisk will implement this process and procedure for HEALTHSOUTH
inpatient rehabilitation hospitals during 1998. A separate quote will be
provided for additional reports or other programs covered under new JCAHO
regulations on an as-needed basis.
*Confidential treatment requested
Statement of Work
Page 8 of 9
29
5. GENERAL
All of the foregoing anticipated report shipping dates assume the
timely provision of data to Medirisk by HEALTHSOUTH and are not guaranteed in
the event of delay in timely receipt of complete and accurate data by Medirisk,
provided that such delay are found to be caused by HEALTHSOUTH and not by
Medirisk.
After January 1, 1998, any substantial modifications required to be
made to Medirisk products at the specific request of HEALTHSOUTH will be paid
for by HEALTHSOUTH subject to the approval of a cost estimate for such change by
HEALTHSOUTH and prior to the implementation of such changes. Medirisk will only
market such revised products to others with the expressed written consent of
HEALTHSOUTH. Medirisk will include preferential hourly labor rates in the
preparation of such cost estimates.
Freestanding orthopedic outpatient clinics are not included in this
Statement of Work and will be negotiated in a separate contract if so desired.
Statement of Work
Page 9 of 9
