MEDICAL AUDIT RESOURCE SERVICES, INC. Proposal for Comprehensive Review Services
MEDICAL
AUDIT RESOURCE SERVICES, INC.
Proposal for Comprehensive Review Services
This
Services Agreement ("Agreement") is made this 07 day of May 2008 by and between
Medical Audit Resources, Inc. ("MARSI"), and Inform Worldwide Holdings, Inc.,
its affiliates and subsidiaries ("IWWI"). MARSI and IWWI may be referred to
herein each as a "Party" and collectively as the "Parties".
I. RECITALS
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A.
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MARSI
is in the business of providing coding, quality of care and physician
documentation reviews and services to the health care
industry.
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B.
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IWWI,
for itself and on behalf of its affiliates, subsidiaries and other
related
entities (including PrimaCare Corporation and Medical Resources,
LLC), and
other entities that IWWI may hereafter acquire, and on behalf of
the
health care providers identified in Exhibit A hereto that are managed
by
IWWI or an affiliate thereof and which have given their consent to
be
bound by this Agreement (providers which give their consent are referred
to herein as the "Contracted Providers"), desires to obtain from
MARS I
certain services and materials on the terms and conditions set forth
below.
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II. About
MARSI
Medical
Audit Resource Services, Inc. (MARSI) has fifteen years of experience working
with physicians, managed care entities and a variety of other health care
professionals, with a focus on accurate, defensible coding and clinical
documentation components and how they relate to reimbursement and quality of
care.
The
experts at MARSI can provide assistance with the intricate complexities of
coding rules and regulations, and assist management in its efforts to guide
and
educate its physicians in proper, efficient, accurate and comprehensive
documentation.
We
have provided these services to clients nationwide for nearly fifteen years.
MARSI has utilized the expertise of many professionals, and experience with
many
healthcare systems to develop the most comprehensive review programs available.
Additionally, MARSI has assembled a core team of physicians to aid in the
education of physicians from a peer perspective. MARSI believes the interrelated
areas of physician documentation, coding compliance and quality of patient
care
must be evaluated as a group.
We
propose to educate, train, monitor and report on all aspects of ongoing efforts
to change documentation habits of IWWI' s physicians to achieve the following
results:
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·
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Improved
patient care
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·
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Increased
revenue
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·
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Decreased
risk of over-coding
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·
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Increased
identification of HCCs
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·
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Improved
physician documentation
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·
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Improved
team support of individual patient
visits
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MARSI's
goal is to deliver more than is expected. During the course of this engagement
we will:
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·
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Compare
all aspects of the physician documentation with the existing diagnosis
codes
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·
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Make
recommendations for accurate correction of incorrectly coded
patients
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·
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Educate
physicians on how to improve accurate and comprehensive documentation
skills
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·
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Reinforce
to the physicians the financial considerations of accurate and
comprehensive documentation
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·
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Consult
with the plan or group to initiate permanent solutions to documentation
and quality of care problems
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·
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Help
migrate the plan or group into Comprehensive Disease
Management
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III. Scope
of Work
MARSI
will perform statistical and algorithmic analysis of data provided by IWWI
to
aid in the identification of potential outlier trends. MARSI will provide
specific data parameters and elements for inclusion in this data. Through the
results of this analysis, MARSI will identify specific encounters for review.
Additional encounters will also be selected by MARSI for inclusion in the review
based on our experience and areas known to be problematic.
MARSI
will provide team members on-site at the facility to scan the medical records
into MARSI's server. From there, our team of professionals will review the
medical record and physician documentation focusing on the following
areas/components:
IV. Services
A.
HCC /
Risk Adjustment
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1.
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Expert
review
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2.
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Patient
specific recommendation to be placed in
chart
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3.
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Reporting
for each physician and total
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4.
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Full
reporting, including ROI
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B.
Quality of Care
1.
Does
the physician:
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a)
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Identify
all patient problems?
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b)
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Consider
possible diagnosis
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c)
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Develop
a plan for each problem?
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d)
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Follow-up
on each problem?
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2.
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Is
the physician thorough?
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3.
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5%
will be reviewed by MARSI
physicians
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C.
Physician Education and
Documentation Improvement, specifically;
C.
I. Quality
promoted by documentation
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2.
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Identification
of diagnoses: facilitated by
documentation.
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3.
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Disease
management: plans and documentation
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4.
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Medical
necessity supported by
documentation
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a)
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Meds,
procedures
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b)
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CPT
(fee for service)
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D.
Ongoing Physician Compliance Program
I. Provide
physician "help line" to increase physician compliance
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2.
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Monitor
physician compliance: monthly compliance report showing action taken
on
recommendations
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3.
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Promote
physician compliance: follow-up by MARSI and IWWI staff to insure
that
appropriate action taken on recommendations by
physicians
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4.
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Personal
communication with physicians to increase
compliance
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E.
Independent Audit Committee
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I.
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MARSI
will chair and provide members to an independent audit committee
which
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will
provide the following functions:
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a)
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Compliance
review
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b)
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Quality
review
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c)
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Utilization
review
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d)
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Medical
management / Disease management
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2.
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MARSI
and the committee will identify needs/problem areas as
above
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3.
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Report
of Findings
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4.
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MARSI
will generate a monthly report of
findings
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5.
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Physician/Provider
Training
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a)
MARSI will assist in training/retraining of physicians and
providers
6.
Independent Audit Committee Ongoing Audit
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a)
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MARSI
will audit for ongoing improvement based on the corrective action
plan
generated by the Independent Audit
Committee
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V. Other
Services
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A.
Non-Risk / Fee for Service: as mutually agreed upon I. CPT
review
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2.
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Medical
necessity reviews
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3.
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Documentation
Improvement
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4.
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Physician
education (over codes &
under codes)
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VI. Methods
&
Processes
A.
Scanning records
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1.
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Teams
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2.
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In-office
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B.
Review by MARSI experts
C.
Reports
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1.
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Patient
report to office
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2.
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Placed
in each reviewed chart
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D.
Compilation to PrimaCare monthly
E.
MARSI
physician review
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1.
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Quality,
etc.
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2.
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5%
of charts
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3.
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Monthly
summary
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4.
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Discussed
monthly
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F.
Physician education
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1.
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Seminars
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2.
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One-on-One
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MARSI
will utilize highly skilled coding experts for the majority of the reviews,
except:
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A.
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Any
chart that the coders have determined are medically questionable will
be referred to a MARSI physician;
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B.
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A
sampling of charts (5%) may be reviewed by MARSI physicians to augment
the
above.
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A
larger
sampling needs to agree upon in advance.
MARSI
will utilize expert outpatient physician reviewers/educators with PCP experience
and expertise. MARSI also can provide expert ER, Inpatient and specialty
physician reviewers.
Provide
tools to improve efficiencies in diagnosis reporting (HCC capture), therefore
assuring the most appropriate reimbursement reporting.
MARSI
will provide detailed reports of our findings.
MARSI
will provide follow-up on physician queries.
VII. Payments
A.
Fee
Minus
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1.
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A
combination of contingency fee and front-end
reimbursement.
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2.
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The
front-end amounts are subtracted from the contingency
fee.
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3.
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The
beginning of the contingency fee is not paid until the end of the
first
quarter after the initial review is
complete.
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B.
Front-End Payments
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1.
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Escrow
$100,000 for every 1000 charts for
review
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2.
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Monthly
invoicing for actual costs (minus any portion already paid, i.e.
50% of
estimated cost for each invoice from
above).
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3.
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Specifically:
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a)
$45/chart - coding review/reporting.
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b)
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Approximately
$1 O/chart - scanning fee, to be billed at actual costs plus
20%
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c)
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$1,500/month
- Physician education, (approx 6 hours per
month).
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d)
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$1
0,670/month - Physician review (5% of charts)
$250/hour
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C.
Final Payment
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1.
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18.5%
of the absolute value of MARS I recommendations for each reporting
period,
both undercodes and overcodes, not to exceed 30% of expected
recovery.
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2.
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Client
will not pledge MARSI's portion of funds with out written
consent.
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3.
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Payment
is made once funds are received from HMO's. Client will on a "Best
Efforts
Basis" contact the HMO's about reimbursement from them as
well.
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Example/estimate:
$26.6
million increase for 8,000 covered lives $21.3 million to IWWI
30%
=
$6.4 million
Total
to IWWI: $16.6 million from an investment of approximately $530,000, for a
3,121% ROI per 8,000 lives
D
Other payments and fees
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1.
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Expert
testimony and preparation-coder
$140/hr
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2.
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Expert
testimony and preparation-physician
$250/hr
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3.
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A
late fee equal to 8% will assessed on any unpaid and invoiced balance
which remains unpaid 30 days after due, a late fee equal to 12% will
assessed on any unpaid and invoiced balance which remains unpaid
60 days
after due, a late fee equal to 15% will assessed on any unpaid and
invoiced balance which remains unpaid 90 days after
due.
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4.
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Other
mutually agreed upon services and
fees.
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VIII. IWWl's
Obligations
A.
IWWI agrees to:
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1.
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Provide
MARSI access to your information, billing records, patient records
and any
other information necessary for our
review.
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2.
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Fully
cooperate with MARSI so we are able to perform our
review.
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3.
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Sign
a letter stating that all the information we received is, to the
best of
your knowledge, complete, truthful and accurate and that all pertinent
information at your disposal that is relevant and material to our
review
has been disclosed to us.
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4.
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Timely
pay our fees.
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5.
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Follow
our recommendations after proper discussion and
agreement.
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IX. Miscellaneous
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A
The Term of the Agreement will be such that either party may cancel
at
anytime, upon ninety (90) days written
notice.
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B
MARSI will notify the IWWI immediately of any areas of concern identified.
MARSI will further change the parameters of the review if necessary,
as
mutually agreed
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C
This contract begins on this day noted above and below and expires
at
12:01 AM on the one-year anniversary
date.
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D
Each Party agrees that it will not, without the prior express written
consent and approval of content by and of the other, issue any press
release or announcement or otherwise disclose the existence or nature
of
this Agreement and/or proposed business arrangement. Each Party agrees
to
obtain written approval and consent from the other for the content
of any
press release or announcement
issued.
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E
This Agreement terminates and supersedes all prior understandings
or
agreements on the subject matter hereof. Only a further writing that
is
duly executed by both Parties may modify this
Agreement
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F
This Agreement contains the entire understanding of the parties hereto
with regard to the subject matter contained herein or therein, and
supersedes all prior written or oral agreements, understandings or
letters
of intent between or among any of the parties hereto. This Agreement
shall
not be amended, modified or supplemented except by a written instrument
signed by an authorized representative of each of the parties
hereto.
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G
This Agreement has been mutually prepared, negotiated and drafted
by each
of the parties hereto and thereto. The parties agree that the terms
of
this Agreement shall be construed and interpreted against each party
in
the same manner and that no such provisions shall be construed or
interpreted more strictly against one party on the assumption that
an
instrument is to be construed more strictly against the party which
drafted the agreement. The failure of any party hereto to enforce
at any
time any provision of this Agreement shall not be construed to be
a waiver
of such provision, nor in any way to affect the validity of this
Agreement
or any part hereof or the right of any party thereafter to enforce
each
and every such provision. No waiver of any breach of this Agreement
shall
be held to constitute a waiver of any other or subsequent
breach.
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H
Wherever possible, each provision hereof shall be interpreted in
such
manner as to be effective and valid under applicable law, but in
case
anyone or more of the provisions contained herein shall, for any
reason,
be held to be invalid, illegal or unenforceable in any respect, such
provision shall be ineffective to the extent, but only to the extent,
of
such invalidity, illegality or unenforceability without invalidating
the
remainder of such invalid, illegal or unenforceable provision or
provisions or any other provisions hereof, unless such a construction
would be unreasonable.
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I
This Agreement shall be binding upon and shall inure to the benefit
of the
parties hereto, their respective successors, assigns, legal
representatives, estates, executors, administrators and heirs; without
limitation of the foregoing upon any merger of IWWI in which IWWI
is not
the surviving entity.
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J
The
obligations of IWWI hereunder shall be primary obligations, unconditional,
absolute, and, without limiting the generality of the foregoing,
shall not
be released, discharged or otherwise affected
by:
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1.
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any
change in the limited liability company existence, structure or ownership
of IWWI or the Contracted Providers, or any insolvency, bankruptcy,
reorganization, arrangement, readjustment, assignment for the benefit
of
creditors, composition, receivership, liquidation, marshaling of
assets
and liabilities or other similar events or proceedings affecting
IWWI or
the Contracted Providers or their assets or any resulting release
or
discharge of any obligation of IWWI or the Contracted Providers under
this
Agreement;
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2.
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any
merger or consolidation of IWWI or the Contracted Providers into
or with
any person or entity, or any sale, lease or transfer of any of the
assets
of IWWI or the Contracted Providers to any other person or
entity.
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K
IWWI expressly waives any and all defenses now or hereafter arising
or
asserted by reason of any bankruptcy, insolvency, reorganization,
arrangement, readjustment of debt, liquidation or dissolution proceeding
commenced by or against any person or entity, including any discharge
of,
or bar or stay against collecting, all or any of the payment obligations
(or any interest thereon) in or as a result of any such
proceeding.
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L
MARSI is entitled to review all payer reimbursement information and
documentation.
IWWI
agrees to make the information and documentation readily available upon
request.
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M
In the event either party fails to perform its obligations under
this
agreement, any or all elements of this contract may be immediately
terminated, upon written notice, excepting any provision relating
to
payment of fees, expenses and contingency payments then due or scheduled
to come due.
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N
The parties shall report any and all compliance concerns to the other
party on a timely basis, in writing. This will enable the noncompliant
party to take necessary steps to cure any compliance issue. Neither
party
will discuss compliance concerns with any other entity during the
term of
this agreement and for one (1) year following the expiration of this
agreement.
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O.
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Either
party may terminate this agreement, excepting any obligation for
payment
of fees, expenses and contingency payments, immediately, upon written
notice, if the other party does not cure any compliance concerns
within 90
days of the notice as defined in Section VII (N.) of this
Agreement.
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P
The obligations of payment as defined in Section VI of this Agreement
shall survive any termination or cancellation of this Agreement for
any
reason whatsoever.
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OUR
ONLY
OBLIGATION UNDER THIS CONTRACT IS TO PROVIDE THE SERVICES AS DESCRIBED ABOVE
AND
COOPERATE, IF NECESSARY, WITH THE DEFENSE IN CASE OF AN AUDIT OR REGULATORY
PROCEEDINGS.
We
appreciate the opportunity of providing these services to you and look forward
to speaking with you again soon.
Sincerely,
/s/
▇▇▇▇
▇▇▇▇▇ .
▇▇▇▇
▇.
▇▇▇▇▇, Director
Medical
Audit Resource Services, Inc.
The
balance of this space is intentionally blank. Signature page
follows.
AGREED
TO
AND ACCEPTED:
IWWI
Corporation and Medical Resources, LLC
/s/
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ .
By
: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Its:
CEO
Date:
May 7 2008
AGREED
TO AND ACCEPTED:
Medical
Audit Resource Services, Inc.
/s/
▇▇▇▇
▇▇▇▇▇ .
By
: ▇▇▇▇ ▇▇▇▇▇
Its
: President
Date
May 7, 2008