Engagement Agreement for Revenue Cycle Management Services
Mr.
Xxx
Xxxxx May
17,
2006
Saint
John’s Health System
2015
Xxxxxxx Street CONFIDENTIAL
Anderson,
IN 46016
Dear
Xxx:
KMS
offers great depth in experience in accounts receivable management with our
staff. We have worked with your physicians’ practices and your staff in every
office. We have supported your implementation of dbc Practice Management for
revenue cycle management by your billing department for many years. As a result
of this experience and relationship, we are pleased to submit
this engagement agreement between KMS Computer Services, Inc. (“KMS”) and
St.
Xxxxxxx Xxxxxxx County Health System, Inc. d/b/a Saint John's Health
System
(“Saint
John’s”).
To
recap
our discussions, we understand the goals of this engagement are for KMS to
manage current medical practice revenues and maximize collections of Saint
John’s medical practices’ existing Accounts Receivable. We will probably modify
some of the current procedures to further improve the effectiveness of the
revenue cycle process. Additionally, Saint John’s would like to retain existing
employees for subsequent transfer to other hospital departments during the
period of this engagement.
A.
Scope
of Services, Responsibilities, Term and Termination, Fees, and
Payment.
| 1. |
Services
Provided
|
| 1.1. |
KMS
will provide an on-site Provider Advocate (“PA”) to manage revenue cycle
operations within your current office. This PA will have management
authority over the named Saint John’s employees listed in Appendix A. The
PA will be available both on-site and by mobile phone Monday through
Friday from the hours of 7:00 a.m. to 7:00 p.m. This PA shall be
supported
by KMS’ management and staff personnel located in the Kokomo office.
|
| 1.2. |
The
combined office (KMS plus Saint John’s employees) will be responsible
for:
|
| 1.2.1. |
Posting
of all payments, credits, debits and
adjustments
|
| 1.2.2. |
Filing
of all third party claims electronically or on
forms
|
| 1.2.3. |
Producing
and delivering patient statements
|
| 1.2.4. |
Re-filing
and correction of any claims rejected with technical
errors
|
| 1.2.5. |
End
of month reports provided to Hospital for all
practices
|
| 1.2.6. |
Work
with Practice Administrator on practice's
behalf.
|
| 1.2.7. |
Provide
telephonic support for patients and clinics during business hours
(Mo-Fr,
8:30 a.m. to 4:00 p.m.)
|
| 1.2.8. |
Identify
unsuccessful collection accounts for transfer to bad
debt.
|
| 1.2.9. |
Work
closely with Providers on coding
issues
|
| 1.2.10. |
Advise
Provider of coding inconsistencies.
|
| 1.2.11. |
Participate
in management meetings monthly with
Hospital
|
| 2. |
KMS
Responsibilities and
Authority
|
| 2.1. |
The
Provider Advocate will assume the role and responsibilities of the
former
Saint John’s department supervisor to
include:
|
| 2.1.1. |
Working
with Saint John’s Human Resource department for all employee reviews,
employee scheduling, and retention/termination of the Named
Resources
|
| 2.1.2. |
Coordinating,
communicating, and collaborating with a Saint Xxxx’s manager on all
employee relocations, employee reports, sick/vacation time approvals,
and
other related matters.
|
| 2.1.3. |
Approve
all office and work area supply
requisitions
|
| 3. |
Saint
John’s Responsibilities
|
| 3.1. |
Support
KMS’ efforts by informing patients, payers, and providers of KMS’
involvement and authority to act on behalf of Saint John’s for revenue
cycle management
|
| 3.2. |
Support
existing departmental employees by continuing
to:
|
| 3.2.1. |
Maintain
existing payroll disbursements and
accounting
|
| 3.2.2. |
Maintain
existing employee benefits, bonuses, and
raises
|
| 3.3. |
Ensure
all provider practices supported by this engagement are billing through
the dbc Practice Management software on Saint John’s data center
operations pending their conversion to the new billing system software
in
the centralized billing office
|
| 3.4. |
Saint
John’s will provide the on-site PA and all other KMS support personnel
with adequate communications and computing resources to include but
not
limited to VPN access to the software application for purposes of
off-site
billing support with KMS’ management and staff located in the Kokomo
office.
|
| 4. |
Term,
Fees and Expenses.
|
| 4.1. |
Term:
The term of this contract shall be from the date of signature through
one
of the following events or unless terminated pursuant to section
4.1.3:
|
| 4.1.1. |
KMS
has successfully collected all accounts receivable remaining on the
system
subsequent to the conversion of provider practices to the centralized
billing office and no further action can be taken;
or,
|
| 4.1.2. |
.Saint
John’s has no new charges from a provider practice to the system and has
delivered written notification to KMS of the transfer all aged accounts
receivable remaining on the system to a Bad Debt
account.
|
| 4.1.3. |
Termination
|
| 4.1.3.1. |
This
engagement may be terminated ‘for cause’ by either party for breach of
contract only
after such breach has been communicated in writing and
a
thirty (30) day period to cure said breach has passed without a good
faith
effort to cure said breach.
|
| 4.1.3.2. |
This
engagement may be terminated by either party ‘without cause’ by delivery
of a notice to terminate ninety (90) days in advance of the termination
date.
|
| 4.2. |
Fees:
The fees for this service are a combination of refundable retainer
and
monthly compensation based on collected Accounts
Receivable.
|
| 4.2.1. |
Retainer:
The retainer shall be twenty-five thousand dollars ($25,000) that
shall be
credited to Saint John’s invoice monthly in five (5) equal amounts of five
thousand dollars ($5,000).
|
| 4.2.2. |
Compensation:
The Services
provided by KMS are
invoiced at Nine Percent (9 %) of received collections during the
contract
period. These invoices will be adjusted by credits to Saint John’s account
for those items listed in A 4.1 Retainer and A 4.3 Expense Reimbursement.
|
| 4.2.2.1. |
‘Received
Collections’
is
the monies that are deposited in any lockbox or other banking account
that
are paid for charges entered into the dbc Practice Management system
on
behalf of provider practices.
|
| 4.2.2.2. |
‘Contract
Period’
is
the period starting one business week after day of signature on this
engagement through to the termination of this agreement by fulfilling
the
term (4.1.1 through 4.1.2) or through action(s) outlined in 4.1.3
Termination.
|
| 4.3. |
Expense
Reimbursement:
KMS will assume responsibility for all direct expenses incurred by
KMS’
personnel under this engagement. KMS will credit Saint John’s account for
certain operational expenses directly related to the services provided
as
listed below:
|
| 4.3.1. |
The
base salary and base benefits for those Named Resources listed in
Appendix
A of this document. This credit to Saint John’s monthly invoice shall be
posted in the month following the pay periods incurred and reflect
actual
pay and benefit costs.
|
| 4.3.2. |
The
monthly charge for electronic claims submission through the Saint
John’s
claim clearinghouse. These credits to Saint John’s monthly invoice shall
be posted in the month following the periods incurred and reflect
actual
costs.
|
| 4.3.3. |
A
monthly credit for Office Supplies, Postage, and Printer Lease used
by the
department in the amount of six hundred and fifty dollars ($650).
These
credits to Saint John’s monthly invoice shall be posted in the month
following the periods incurred.
|
| 4.4. |
Method
of Payment:
All compensation owed to KMS will be remitted by check on a Net 30
basis.
|
C.
Existing
Agreement(s)
| 1. |
KMS
has an existing Business Associates Agreement with Saint John’s per HIPPA
requirements. This agreement shall remain in force and extend to
this
engagement.
|
| 2. |
Saint
John’s and KMS have an existing Software Support Agreement for the dbc
Practice Management System. The Software Support Agreement shall
remain in
full force.
|
D.
Dispute
Resolution.
Saint
John’s and KMS agree that any dispute, controversy, or claim related to or
arising from the terms of this Agreement shall be settled by arbitration before
any one mutually acceptable retired superior court judge, regardless of
arbitration membership, in accordance with the Commercial Arbitration Rules
of
the American Arbitration Association and judgment upon the award rendered by
the
arbitrator(s) may be entered in any court having jurisdiction thereof. Such
dispute resolution shall be conducted in Indianapolis, Indiana in accordance
with the applicable substantive laws of the State of Indiana. The prevailing
party shall be entitled to all fees and costs arising therefrom, including,
but
not limited to, attorney's fees and costs.
F.
Miscellaneous
Provisions
| 1. |
Corporate
Compliance.
Saint John's has in place a Corporate Responsibility Program ("Program")
which has as its goal to ensure that Saint John's complies with federal,
state and local laws and regulations. The Program focuses on risk
management, the promotion of good corporate citizenship, including
the
commitment to uphold a high standard of ethical and legal business
practices, and the prevention of misconduct. KMS acknowledges Saint
John's
commitment to Corporate Responsibility and agrees to conduct all
business
transactions which occur pursuant to this Agreement in accordance
with the
Program, Hospital's Code of Conduct and Medicare billing requirements.
Saint John's agrees to cooperate and comply with the corporate compliance
program of KMS to the same extent as KMS is required to comply with
the
Program pursuant to this Section.
|
| 2. |
Compliance
with Standards.
To
the extent applicable to this Agreement, both parties will conduct
their
relationship under this Agreement in such a manner so as to comply
with
any applicable state licensing regulations, federal laws, Joint Commission
on Accreditation of Healthcare Organizations standards, or American
Osteopathic Association's Healthcare Facilities Accreditation Program
standards.
|
| 3. |
Exclusion
from Federal Health Care Programs. KMS
and Saint John's hereby represent and warrant to each other that
neither
has been nor is it about to be excluded from participation in any
Federal
Healthcare Program. KMS and Saint Xxxx's both agree to notify the
other
within one (1)
business day of a party's receipt of a notice of intent to exclude
or
actual notice of exclusion from any such program. The listing of
KMS or
Saint John's owned subsidiary on the Office of Inspector General's
exclusion list (OIG website) or the General Services Administration's
Lists of Parties Excluded from Federal Procurement and Nonprocurement
Programs (GSA website) for excluded individuals and entities shall
constitute "exclusion" for purposes of this paragraph. In the event
that
either party is excluded from any Federal Healthcare Program, this
Agreement shall immediately terminate. For the purposes of this paragraph,
the term "Federal Healthcare Program" means the Medicare program,
the
Medicaid program, the Maternal and Child Health Services Block Grant
program, the Block Grants for State for Social Services program,
any state
Children's Health Insurance program, or any similar
program.
|
| 4. |
Ethical
and Religious Directives.
The parties acknowledge that Saint John's is a member of Ascension
Health
and that the operation of Saint John's in accordance with the Ethical
and
Religious Directives for Catholic Health Care Services, as promulgated
by
the United States Conference of Catholic Bishops, Washington, D.C.,
of the
Roman Catholic Church or its successor ("Directives") and the principles
and beliefs of the Roman Catholic Church is a matter of conscience
to
Saint John's. It is the intent and agreement of the parties that
neither
this Agreement nor any part hereof shall be construed to require
Saint
John's to violate said Directives in its operation and all parts
of this
Agreement must be interpreted in a manner that is consistent with
said
Directives. In performing services under this Agreement, Saint John's
and
KMS shall conduct their activities in a manner consistent with said
Directives.
|
G.
Counterparts
and Notices.
This
Agreement may be executed simultaneously in one or more counterparts, including
faxes, each of which shall be deemed an original, but all of which together
shall constitute one and the same agreement. All
notices, amendments, requests, consents and other communications hereunder
shall
be in writing shall be delivered by registered or certified mail, return receipt
requested, postage and fees prepaid, or by overnight courier, receipt signature
required, or by fax transmission, with verification of the transmission received
by the sender, to the parties as set forth below or at such other place as
either party may, by written notice to the other, direct:
If
to
Saint John’s Hospital:
If
to
KMS:
Saint
John’s Health System KMS
Computer Services, Inc.
2015
Xxxxxxx Street
000
Xxxx
Xxxxxxxx Xxxxxx
Xxxxxxxx,
IN 46016
Kokomo,
IN 46901
Fax
No.:
(000) 000-0000
Fax
No.:
(000)
000-0000
Attn:
Xx.
Xxxx Xxxxxx, Director Attn:
Xx.
Xxx Xxxxxxxx
Signature
Page Follows
Signature
Page
Sincerely,
/s/
Xxx
Xxxxxxxx
Xxx
Xxxxxxxx
Vice-President
KMS
Computer Services
Agreed
By:
Saint
John’s Hospital
/s/
Xxxx
XxXxx
Name:
Xxxx XxXxx
Title:
President, Saint John’s Health System
Appendix
A
Named
Resources
| § |
Xxxxxxxxx
Xxxx, Employee number 400514
|
| § |
Xxxxx
Xxxxxxxxx, Employee number 400384
|
| § |
Xxxxx
Xxxxxx, Employee number 931082
|
| § |
Xxxxx
Xxxxx, Employee number 930620
|
| § |
Xxxx
Xxxxxxx, Employee number 402443
|
| § |
Xxxxx
Xxxxx, Employee number 933919
|
| § |
Xxxxx
Xxxxx, Employee number 402455
|
| § |
Xxxxx
Xxxxx, Employee number 400937
|
