HomeMy WebLinkAboutAgenda - 10-20-2009 - 6fORANGE COUNTY
BOARD OF COMMISSIONERS
ACTION AGENDA ITEM ABSTRACT
Meeting Date: October 20, 2009
Action Agenda
Item No. (p _ -~'
SUBJECT: Billin Services Agreement- Ambulance Service
DEPARTMENT: Revenue PUBLIC HEARING: (Y/N) No
ATTACHMENT(S): INFORMATION CONTACT:
(1) Invoicing Claims Service Contract
with EMS Management & Jo Roberson, 245-2735
Consultants, Inc.
(2) Document Reflecting NC Clients
PURPOSE: To direct staff to pursue the outsourcing of the initial billing and claims processing
for EMS Ambulance Service transports by entering into aone-year Billing Services Agreement
with EMS Management and Consultants, Inc.
BACKGROUND: Since 1996, the Revenue Department has handled the billing and collection
of EMS Ambulance Service transports. Prior to that time, there was no formal or uniform
process in place for EMS billing. Since the outset of Revenue handling the billing, there has
been one staff member (1.0 FTE) dedicated full-time to the process. Over the years, the
department has improved its processes and procedures in order to handle the continuous
growth in the number of transports while maintaining just one full-time dedicated staff member.
Current files reflect that beginning with record keeping in Fiscal Year 1998-99, there were 5,001
billable transports. These transports totaled $1.4 million in actual levy. As of the close of Fiscal
Year 2008-09 there were 6,757 billable transports totaling in excess of $3.1 million in actual
levy. This represents a 35% increase in billable transports, and a 121 % increase in actual levy
dollars over this ten year period. With the additional Property Information Management System
(PIMS) Project now beginning and with the reorganization of the Tax Assessor and Revenue
Departments into one department, the time is right to approach claims management and redirect
internal staff endeavors to collections.
Staff has been very successful in claims processing, handling appeals on behalf of the public,
and collecting accounts otherwise not paid. However, over the past two years billable
transports have increased from 6,064 in Fiscal Year 2006-07 to 6,757 in Fiscal Year 2008-09,
and staff has struggled to maintain the workload. The continued growth of transports, the
increased complexity of claims processing, and the steps for appeals has grown into a process
that has demanded the continuous attention of no less than the equivalent of one and three-
quarter full time employees (1.75 FTEs). The total annual cost to manage this operation in-
house is estimated at $124,570, which represents direct personnel costs, administrative
overhead costs, and operational costs. (See detailed table below.) This has not taken into
consideration any active collection endeavors. That process has been dealt with separately by
the use of a Deputy Collector. The increased demand has placed an excessive burden on all
staff within the Revenue office.
During Summer 2009, staff issued a Request for Proposal (RFP) through the Asset
Management and Purchasing Department for the outsourcing of the claims management and
billing for Ambulance Service transports. After ensuring all applicable requirements were
followed, staff recommends EMS Management and Consultants, Inc. as the vendor of choice.
It is worth noting that this company is not a licensed collection agency but is a claims
management company specializing in EMS Ambulance Service Billing only.
EMS Management and Consultants, Inc. has been in business since 1996 and its reputation
proceeds it in the ambulance service billing arena. EMS Management and Consultants, Inc.
currently handles the ambulance billing for 40-plus counties within the State of North Carolina.
(See Attachment 2) Additionally, the company has a number of private ambulance service
clients within the State and has an extensive process in place with dedicated staff to research
front end eligibility and verification of patient information. All claims initially filed are paid on an
85% success rate. There is also an extensive appeal and research process for the public. The
company's process is currently allowing an ultimate return of payment of 97% for Medicare,
94% for Medicaid, and 79% for commercial insurance claims filed on behalf of existing clients.
Staff recommends outsourcing the initial invoicing and insurance claim process which will free
up the equivalent of .75 FTE to redirect the work on delinquent collections. This will result in an
anticipated additional $150,000 in annual revenue collections. The current full-time staff
member (1.0 FTE) will work as the liaison between Orange County Emergency Services and the
vendor. This staff member will also work with clients who do not have insurance to establish
ways by which restitution may be attained.
EMS Management and Consultants, Inc. has been fully vetted concerning the expectations,
policies and procedures currently in place through the Revenue Department. The company is
aware of the EMS Assistance Program availability and agrees that anyone qualifying for this
program will be immediately directed to Orange County staff for individual handling with no cost
to the County.
Estimated annual costs to outsource this operation is $195,240, which represents direct
personnel costs, administrative overhead costs, operational costs, and contract costs. With the
anticipated additional annual revenue of $150,000 in delinquent collections, the net County
costs for this operation is estimated at $45,240. (See detailed table below):
Comparison of In-House vs. Outsourcing of EMS Billing and Collections Costs on an
Annual Basis
In-House Outsourcin
Personnel Costs (including indirect/
administrative overhead $103,398 $ 68,340
O erational Costs $21,172 $ 5,400
Contract Costs $ 0 $121,500
Total Costs $124,570 $195,240
Additional Revenue Collections
Antici ated c2) ($0) ($150,000)
Total Net Count Costs $124,570 $ 45,240
~'~ The annual contract cost of $121,500 represents 6.75% of net collections currently
budgeted at $1,800,000 for FY 2009-10.
(2~ The additional annual revenue collections anticipated of $150,000 represents additional
delinquent collections staff estimates it will collect due to freeing up current staff to work
on those collections which would otherwise remain unpaid.
Staff recommends the Board approve a one year trial contract with EMS Management &
Consultants, Inc., beginning January 1, 2010, for the initial billing and insurance filing. During
the year, Revenue Department staff with closely monitor the success of collections as well as
any impacts on customer service.
FINANCIAL IMPACT: The annual contract cost with EMS Management and Consultants, Inc.
of $121,500 is based on a charge rate of 6.75% of net collections, currently budgeted at
$1,800,000 for Fiscal Year 2009-10. By outsourcing this billing and collections operation, staff
estimates that the annual net County costs for this operation will decrease from $124,570 to
$45,240. Due to current staff being redirected to work on delinquent collections instead of
billings and collections, the total net savings to the County that the department will realize from
outsourcing is estimated at approximately $30,000 annually. This is based on the contract cost
of $121,500 and the anticipated additional revenue of $150,000 from delinquent collections.
RECOMMENDATION(S): The Manager recommends that the Board:
• Approve the one-year contract with EMS Management & Consultant, Inc. and authorize
the Chair to sign after final review and approval by staff and the County Attorney; and
• Amend the Fiscal Year 2009-10 budget to receive an anticipated additional $75,000 from
delinquent collections for the six-month period of January-June 2010.
~"~q~h~l _.1-
BILLING SERVICES AGREEMENT
THIS BILLING SERVICES AGREEMENT (hereinafter "Agreement"), is entered into this
_20_ day of October, 2009 between EMS MANAGEMENT & CONSULTANTS, INC.
(hereinafter "EMS~MC") and the County of Orange. (hereinafter "Client").
WITNESSETH:
WHEREAS, EMS~MC is an ambulance billing service company, and not a licensed
collection agency, with experience in providing medical billing and collection services to
medical transport providers, including fire and rescue and emergency medical service
("EMS") providers; and
WHEREAS, Client is normally engaged in the business of providing emergency medical
services (hereinafter "Services"), and billable medical transportation services (hereinafter
"Transportation"); and
WHEREAS, Client wishes to retain EMS~MC to provide medical billing and collection
services and EMS~MC wishes to provide those services to Client, as set forth in this
Agreement.
NOW, THEREFORE, in consideration of the mutual agreements described below and
other good and valuable consideration, the receipt and sufficiency of which are
acknowledged, the parties agree as follows:
1. ENGAGEMENT.
a. SERVICES -During the term of this Agreement, EMS~MC shall provide
claims management and collect voluntary payments of Emergency Services
routine billing, bill processing and fees required and customary for Service in
accordance with Client's protocols billing and collection of funds. These services
shall include, but are not limited to:
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(1) preparing and submitting initial and secondary claims and bills for Client
to insurers and others responsible for payment;
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(2) performing reasonable and diligent routine efforts to collect and secure
voluntary payments from primary and secondary payors and patients or
other entities, (as EMS~MC deems appropriate);
(3) issuing patient statements for all unpaid balances;
(4) If EMS/MC has not filed patient insurance claim; established a
voluntary payment plan, or an appeal of the insurance claim is not pending,
within 120 days of receipt of account EMS/MC shall refer the account back
to the Client for appropriate collection (EMS/MC will not receive any
compensation for these accounts);
(5) Billing accounts with outstanding balances to patients after the
insurance and/or third party payor has determined benefits due;
(6)Sending follow-up bills, except as to those accounts on which an
insurance carrier or third-party payor has accepted responsibility to pay;
and
(7) Billing all uninsured patients directly, once Client has submitted all
necessary information.
b. MONTHLY REPORTS - EMS~MC will provide monthly financial deposit
reports ("Report") to the Client within 10 business days of the last business day of
the month. The Client will reconcile the daily ACH deposit reports with the
monthly financial deposit reports to ensure funds are accurately collected and
recorded. The REPORT will include both monthly and year-to-date billing and
collection summary, check register report and deposit tickets. EMS/MC shall
provide appropriate storage and data back-up for all records pertaining to Client's
bills and collections hereunder, accessible to Client during reasonable business
hours. EMS~MC will provide a weekly list along with proper documentation of
accounts that require a refund. Client will ensure that all accounts requiring a
refund receive a,refund in a timely basis.
c. RECORDS RETENTION - EMS~MC shall maintain records of all services
performed and records of all financial transactions. EMS~MC shall retain all
financial records not tendered or returned to Client on any termination hereof for at
least ten (10) years, and retain all Medicare and Medicaid records for ten (10)
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years. EMS~MC will comply with all applicable State and Federal regulations
applicable to third party billers pertaining to the maintenance of patient files,
financial records and related reports and documents, including but not limited to
confidentiality of records. This undertaking will expressly survive the termination
of this Agreement. If so requested by Client, EMS~MC shall provide Client with
written guidelines or a policy and procedural manual specific to Client reflecting
the current regulatory and procedural requirements applicable to Client as a
service provider in the State of North Carolina providing services to Medicare,
Medicaid and other government funded program patients. EMS/MC will provide
any records requested by client within a timely manner. EMS~MC will work with
the Client's designated management consultants to assist and support said
consultants ("Consulting Services"). Under no circumstances will EMS~MC offer
advice on any tax related or legal matters.
d. PATIENT COMPLAINTS.
(1) Patient Complaints. In accordance with Client's Emergency
Management Policy, EMS~MC shall notify Client of all patient
complaints about clinical services within two (2) business
days of receipt and notify Client of all patient complaints about
billing~within two (2) days of receipt. When a patient complaint
occurs EMS\MC will contact the liaison in the Clients Office,
the account will be placed in suspension and referred back to
the Client's Office for resolution. Patient complaints resolved
by Client through Client's "Emergency Assistants Plan" or
some other process will not result in payment to EMSIMC.
(2) Inquiries. EMS~MC shall directly advise Client of any notices
of audit, requests for medical records or other contacts or
inquiries out of the normal course of business from
representatives of Medicare, Medicaid or private payors, with
which Client contracts ("Payor Inquiries"), and advise Client of
_.., ._ any significant pattern of payor denials or downcodings for
services billed by EMS~MC on Client's behalf ("Denial
Patterns"). The Client will be notified of Payor Inquiries within
ten (10) business days of EMS~MC's receipt of same. All
other inquires concerning request for medical records or
concerns of service are to be referred back to the Client.
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e. AGENT - EMS~MC is appointed as the agent of Client under this
Agreement solely for the express purposes of this Agreement relating to billing
and receiving payments and mail, receiving and storing documents, and
communicating with hospitals and other entities to facilitate its duties. EMS~MC
will have no authority to pledge credit, contract, or otherwise act on behalf of
Client except as expressly set forth herein.
PAYMENTS FROM GOVERNMENT FUNDED PROGRAMS - As to all
payments received from Medicare, Medicaid and other government funded
programs, the parties specifically acknowledge that EMS~MC will only prepare
claims for Client and will not negotiate checks payable or divert electronic fund
transfers to Client from Medicare, Medicaid or any other government funded
program. All Medicare, Medicaid and any other government funded program
payments, including all electronic fund transfers, will be deposited directly into a
bank account designated by Client to receive such payments and as to such
account only Client, through its officers and directors, shall have access.
2. COMPENSATION OF EMS~MC.
a. COMPENSATION -Client shall pay a fee for the services of EMS~MC
hereunder, on a monthly basis, in an amount equal to six and three quarters
percent (6.75%) of "Net Collections" as defined below (the "Compensation"). Net
Collections shall mean all cash and check amounts including electronic fund
transfers (EFT's) received by EMS~MC from payers, patients, attorney's offices,
court settlements, collection agencies, government institutions, group health
insurance plans, private payments, credit cards, healthcare facilities or any person
or entity submitting funds on a patient's account, OR any amounts paid directly to
the Client with or without the knowledge of EMS~MC that are paid, tendered,
received or collected each month for Client's transports, less refunds processed or
any other necessary adjustments to those amounts. EMS/MC will not be
compensated for accounts referred back to and resolved by the Client; including,
but not limited to customer complaints referred to client under 1(d)(1) and patients
whose claims are processed under the Client's EMS Assistance Program.
b. INVOICES - EMS~MC shall submit an invoice to Client by the 10th day of
each month for the Compensation due to EMS~MC for the previous calendar
month. The invoice shall accompany the Report provided by EMS~MC pursuant to
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Section 1(b) of this Agreement. The Compensation amount reflected on the
invoice shall be paid in full within 45 days from the date the invoice is first
presented to Client and subject to approval by Client. All approved invoices are to
be paid directly from the Client's banking institution to EMS~MC via paper check or
direct deposit to EMS~MC's bank account.
c. NONAPPROPRIATION - EMS~MC acknowledges that a "non-
appropriation" may occur when Client is unable to secure or allocate sufficient
funds in its operating budget to fulfill its financial obligations under the Agreement.
If anon-appropriation occurs during the term of the Contract, Client may terminate
the Agreement at the end of the then-current fiscal period ("Termination Date")
without incurring any termination liability.
3. RESPONSIBILITIES OF CLIENT.
a. PATIENT & BILLING INFORMATION -To the extent permitted by the
federal and state law, Client will provide EMS~MC with complete demographic and
charge information the minimum necessary for the processing of professional
and/or technical component billing to third parties and/or patients, including the
following: patient identification (name, address, phone number, birth date,
gender); guarantor identification and address; insurance information; report of
services; special claim forms; pre-authorization numbers; and such additional
information as is requested by EMS~MC.
b. PATIENT MEDICAL RECORDS -Client shall provide complete medical
record documentation necessary to insure proper billing and secure claim
payment; secure authorizations and signatures, including consent to treat,
assignment of benefits and release of information, and physician certification
statements (PCS) forms for all non-emergency transports. The client will report to
EMS~MC within ten (10) business days, payments received directly by client; and
promptly notify EMS~MC of any cases requiring special handling or billing: Client
must provide Patient Care Reports (PCR) in a timely manner in order to achieve
higher performance. Client will implement any reasonable changes that EMS~MC
determines necessary for the accurate completion of billing forms and related
documentation; execute all forms required by Medicare, Medicaid, CHAMPUS,
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and any other payor or insurance carrier to allow EMS~MC to .carry out its billing
and other duties under this Agreement; and maintain client's own files with all
original or source documents, as required by law. Client acknowledges that
EMS~MC is not the agent of Client for storage of source documentation. Client will
provide EMS~MC with a copy of any existing billing policy manuals, guidelines, or
protocols, Medicare or Medicaid reports, or any other record or document related
to services or billing of client accounts.
c. In addition the Client shall provide EMS~MC with a copy of any existing
medical records prepared by Client for each incident or patient service rendered
for reimbursement [i.e. the Ambulance Call Report (ACR) or Patient Care Report
(PCR)]. The PCR record shall comply with the Client's and any State and Federal
guidelines for releasing such records. The Client attests, to the best of its
knowledge, that the PCR and any and all associated Medical Records, forms and
certification statements provided to EMS~MC are true and accurate; records of
factual information observed and documented by the attending field technician
during the course of the treatment and transport.
d. The Client will obtain any and all additional patient documentation required
by Centers for Medicare and. Medicaid Services ("CMS") or any other
governmental or commercial payer for reimbursement consideration, including but
not limited to a Physician Certification Statements (PCS) or other similar medical
necessity forms or prior authorization statements as deemed necessary by the
payer.
4. TERM AND TERMINATION OF AGREEMENT
a. TERM OF AGREEMENT -This term of this Agreement shall be January 1,
2010 through December 31, 2010. .This Agreement shall automatically renew on
the same terms and conditions as stated herein, for successive one (1) year
terms, unless the Agreement is terminated as provided in 4b below.
b. TERMINATION OF AGREEMENT
(i) Written Notice -Either party may provide 60 day written notice of its
intent to terminate this Agreement by sending notice to the address
provided below; or
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(ii) Notice Not to Renew -The Client provides written notice of intent not
to renew at least 60 days prior to expiration of any term; or
(iii) , Termination for Cause - Notwithstanding paragraph 5(a), this
Agreement may be terminated by either party at any time for cause
based on a material breach of a term or condition hereof by the other
party which is not remedied by the other party within thirty (30) days
of written notice describing the breach in reasonable detail. "Cause"
shall include the following:
(1) Failure of Client to make timely payments due under this
Agreement;
(2) Any willful damage to property, business, reputation, or good
will of the other party hereto;
(3) Willful injury to any customer, independent contractor,
employee or agent of the other party hereto;
(4) Solicitation of business on behalf of a competitor or potential
competitor of the other party hereto;
(5) Harassment of any contractor or commitment of any act which
otherwise creates an offensive work environment for
contractors;
(6) Inattention to or neglect of the duties to be performed by each
party, which inattention or neglect is not the result of illness or
accident;
(7) Failure to practice in accordance with the appropriate policies,
standards and procedures established by the respective
parties;
(8) Commitment of any unethical or immoral act which
disparages the other party or could have the effect of
disparaging the other party; or
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(9) Any breach of any material provision of this Agreement.
(10) Failure of EMS/MC to comply with the protocols set by the
Client for Claims Management and the voluntary collection of
accounts.
5. RESPONSIBILITIES UPON TERMINATION.
a. INFORMATION REGARDING OPEN ACOUNTS - Provided Client has
paid all amounts due and undisputed hereunder, upon any termination of this
Agreement, and during the period of any notice of termination, EMS~MC will make
available to Client or its authorized representatives, paper and electronic tape
copies of information regarding open accounts, including accounts referred to an
outside collection agency, and non-proprietary information concerning payors and
claims processing, (all without additional charge except for the cost of blank
electronic tape and reasonable copy charges), and will otherwise furnish
reasonable cooperation and assistance in any transition to Client, or its successor
billing agent.
b. "WIND DOWN" -Following termination of this Agreement, for a period of
ninety (90) days (the "Wind Down"), EMS~MC will continue its billing and collection
efforts as to those accounts with dates of services prior to termination, subject to
the terms and conditions of this Agreement, for the applicable fee set forth in
paragraph 2(a). Client will continue to provide EMS~MC with copies of checks and
payments on those accounts which were filed by EMS~MC under this agreement.
EMS~MC shall have no further responsibilities as to such accounts after the Wind
Down; however EMS~MC shall be entitled to compensation as provided in
paragraph 2(a) for such amounts filed by EMS~MC, regardless of whether such
amounts are collected by client during or after the Wind Down period. In the event
Client has an outstanding balance owed to EMS~MC which is more than 45 days
in arrears at the time of termination, EMS~MC shall have no obligation to provide
any services after the date of termination.
6. EXCLUSIVITY AND MISCELLANEOUS BILLING POLICIES.
a. EXCLUSIVITY -This Agreement for the management of claims to provide
billing and collection services is made with EMS~MC as Client's exclusive provider
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for all dates of service during the term hereof. The Client may not directly file,
submit or invoice for any Services rendered while this Agreement is in effect
b. CLIENT COLLECTION ACTIVITY - In addition, Client agrees not to collect
or accept. payment for services from any patient unless the service requested
does not meet coverage requirements under any insurance program in which the
patient is enrolled, or the patient is uninsured; or the patient's record is returned to
Client in accordance with section 1.a(4) and 1.d(1) of this Agreement. All other
payments received directly by Client, other than those mentioned above, for these
services must be reported to EMS~MC as provided in paragraph 3(b) and shall be
treated as Net Collections for purposes of paragraph 2(a).
c. CLIENT SERVICE RATES - In compliance with CMS regulations,
Medicare patients will not be charged by Client a higher rate or amount for
identical covered services charged to other insurers or patients. Accordingly, only
one fee schedule shall exist and be used in determining charges for all patients
regardless of insurance coverage.
d. INCOMPLETE OR INACCURATE RECORDS - EMS~MC reserves the right
not to submit a claim for reimbursement on any patient in which the PCR and/or
associated medical records are incomplete or appear to be inaccurate or do not
contain enough information to substantiate or justify reimbursement. This includes
missing patient demographic information, insurance information, physician
certification statements (PCS) or any required crew and/or patient signatures, or
otherwise contradictory medical information. EMS~MC shall notify Client in writing
within ten (10) days of determining that the PCR and/or associated medical
records are incomplete or appear to be inaccurate or do not contain enough
information to substantiate or justify reimbursement. The notice shall specify the
records required for submission of a claim for reimbursement. In the event the
records are unavailable, Client shall instruct EMS~MC how to proceed.
e. CLIENT COMPLIANCE PLAN
(1) The Client shall implement and maintain a working compliance plan
("Compliance Plan") in accordance with the most current guidelines of the
U.S. Department of Health and Human Services ("HHS"). The Compliance
Plan must include, but not limited to, formal written policies and procedures
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and standards of conduct, designation of a compliance officer, quality
assurance policy and effective training and education programs.
(2) In accordance with the HHS Office of Inspector General ("OIG")
Compliance Program Guidance for Third-Party Medical Billing Companies,
EMS~MC is obligated to report misconduct to the government, if the billing
company discovers credible evidence of the provider's continued
misconduct or flagrant, fraudulent or abusive conduct. In the event of such
evidence, EMS~MC has the right to refrain from (a) submitting any false or
inappropriate claims, (b) terminate the contract and/or (c) report the
misconduct to the appropriate authorities.
7. PRIVACY.
a. CONFIDENTIALITY-All data and information furnished to EMS~MC by
Client shall be regarded as confidential, shall remain the sole property of Client
and shall be held in confidence and safekeeping by EMS~MC for the sole use of
the parties and EMS~MC under the terms of this Agreement. EMS~MC agrees
that except as provided otherwise herein, its officers, employees and agents will
not disclose to any person, firm or entity other than Client or Client's designated
legal counsel, accountants or practice management consultants any information
about Client, its practice or billing, or any of the patients of Client unless required
to do so by Federal, State or local law enforcement authorities within jurisdiction
and/or acting under the law and/or under court orders. The Client and EMS/MC
will enter into a Business Associate Agreement as provided by Public Law 104-
191 of August.21, 1996, known as the Health Insurance Portability and
Accountability Act of 1996, Subtitle F -Administrative Simplification, Sections 261,
et seq., as amended ("HIPAA"), which is hereby incorporated into this Agreement
and attached as Exhibit A.
8. GENERAL.
a. STATUS OF THE PARTIES -Nothing contained in this Agreement shall be
construed as establishing a partnership or joint venture relationship between
EMS~MC and Client. EMS~MC and its employees and representatives shall be
independent contractors, solely responsible for its performance under this
agreement.
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b. INDEMNITY - EMS~MC agrees to indemnify and hold harmless Client and
any of its officers, agents and employees, from any claims of third parties arising
out or any act or omission of EMS~MC in connection with the performance of this
contract.
c. ASSIGNMENT -Neither this Agreement nor any rights or obligations
hereunder shall be assigned by either party without prior written consent of the
other party, except that this Agreement may be assigned without consent to the
survivor in any merger or other business combination including either party, or to
the purchaser of all or substantially all of the assets of either party.
d. BINDING EFFECT. This Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective heirs, successors, assigns,
and legal representatives.
e. NOTICE -Any notice or other communication required or permitted under
this Agreement shall be in writing and shall be deemed to have been given on the
date delivered personally or deposited in the United States Postal Service,
certified mail, return receipt requested, with adequate postage affixed, addressed
as follows:
Client:
Orange County Revenue Collector
Post Office Box 8181
Hillsborough, North Carolina 27278
EMS~MC:
EMS Management & Consultants, Inc.
4731 Commercial Park Ct., Ste. B.
Clemmons, NC 27006
With Copy to: Karen M. Wilson
Robinson & Lawing, LLP
101 N Cherry Street, Suite 720
Winston Salem, NC 27101
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Either party may change its address for notices under this Agreement by giving
written notice of such change to the other party in accordance with the terms of
this paragraph.
f. GOVERNING LAW -This Agreement and the rights and obligations to the
parties thereunder shall be construed and governed by the laws of the State of
North Carolina and venue for any proceedings arising here under shall be in said
state.
g. INTEGRATION OF TERMS -This instrument constitutes the entire
agreement between the parties, and supersedes all prior negotiations,
commitments, representations and undertakings of the parties with respect to its
subject matter.
h. AMENDMENT AND WAIVER -This Agreement may be amended or
modified only by an instrument signed by all of the parties. A waiver of any
provision of this Agreement must be in writing, designated as such, and signed by
the party against whom enforcement of the waiver is sought. The waiver of a
breach of any provision of this Agreement shall not operate or be construed as a
waiver of any subsequent or other breach thereof.
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly
executed on the later of the dates set forth below.
EMS~MC: CLIENT:
EMS Management & Consultants, Inc. Orange County
By:
Title:
Date:
Valerie P. Foushee, Chair
Orange County Board of Commissioners
Date:
This instrument has been preaudited in the manner required by the Local Government
Budget and Fiscal Control Act.
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Gary Humphries, Finance Director
Approved as to technical content:
Jo Roberson, Department Director
Approved as to form and legal sufficiency:
Annette M. Moore, Staff Attorney
Date:
Date:
Date:
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Business Associate Agreement
This Agreement between the County of Orange ("CLIENT"), Transport and EMS
Management & Consultants, LLC ("BILLING COMPANY") is executed for the purpose of
ensuring that BILLING COMPANY carries out its obligations to CLIENT in compliance
with the privacy and security regulations pursuant to Public Law 104-191 of August 21,
1996, known as the Health Insurance Portability and Accountability Act of 1996, Subtitle
F -Administrative Simplification, Sections 261, et seq., as amended ("HIPAA").
This Agreement encompasses BILLING COMPANY'S assurance to protect the
confidentiality, integrity, and security of any personally identifiable protected health
information ("PHI") that is collected, processed or learned as a result of the services
provided to CLIENT by BILLING COMPANY, including any such information stored and
transmitted electronically, referred to as electronic protected health information ("e-PHI").
A. BILLING COMPANY agrees that it will:
1. Not use or further disclose PHI except as permitted under this Agreement or
required by law;
2. Use appropriate and commercially reasonable safeguards to prevent use or
disclosure of PHI except as permitted by this Agreement;
3. Work to mitigate, to the extent practicable, any harmful effect that is known to
BILLING COMPANY of a use or disclosure of PHI by the BILLING COMPANY
in violation of the requirements of this Agreement.
4. Report to CLIENT any use or disclosure of PHI not provided for by this
Agreement of which BILLING COMPANY becomes aware;
5. Require that any agents or subcontractors to whom BILLING COMPANY
provides PHI, or who have access to PHI, agree to the same restrictions and
conditions that apply to BILLING COMPANY with respect to such PHI;
6. Make PHI available to CLIENT and to the individual who has a right of access
as required under HIPAA within 30 days of the request by Client to the
individual;
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7. Incorporate any amendments to PHI when notified to do so by CLIENT;
8. Provide an accounting of all uses or disclosures of PHI made by BILLING
COMPANY as required under the HIPAA privacy rule within 60 days;
9. Make its internal practices, books and records relating to the use and
disclosure of PHI available to the Secretary of the Department of Health and
Human Services for purposes of determining BILLING COMPANY'S and
CLIENT'S compliance with HIPAA;
10. At the termination of this Agreement, return or destroy all PHI received from,
or created or received by BILLING COMPANY on behalf of CLIENT, and if
return or destruction is not feasible, the protections of this agreement will
continue to extend to such PHI.
B. The specific uses and disclosures of PHI that may be made by BILLING COMPANY
on behalf of CLIENT include:
1. The preparation of invoices to patients, carriers, insurers and others responsible
for payment or reimbursement of the services provided by CLIENT to its patients;
2. The preparation of reminder notices and documents pertaining to collections of
overdue accounts;
3. The submission of supporting documentation to carriers, insurers and other
payers to substantiate the health care services provided by CLIENT to its patients
or to appeal denials of payment for same.
4. The uses required for the proper management of the BILLING COMPANY as a
business associate.
5. Other uses or disclosures of PHI as permitted by HIPAA Privacy Rule.
C. BILLING COMPANY agrees to assume the following obligations regarding electronic
Protected Health Information (e-PHI):
1. BILLING COMPANY agrees to implement commercially reasonable
administrative, physical and technical safeguards designed to protect the
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confidentiality, integrity and availability of the a-PHI that it creates, receives,
maintains or transmits on behalf of CLIENT.
2. BILLING COMPANY will require that any agent, including a subcontractor, to
whom to it provides a-PHI that was created, received, maintained or transmitted
on behalf of CLIENT agrees to implement commercially reasonable administrative,
physical and technical safeguards designed to protect the confidentiality, integrity
and availability of such a-PHI.
3. BILLING COMPANY agrees to alert CLIENT of any security incident (as defined
by the HIPAA Security Rule) which it becomes aware, and the steps it has taken
to mitigate any potential security compromise that may have occurred, and
.provide a report to CLIENT of any loss of data or other information system
compromise as a result of the incident.
4. BILLING COMPANY agrees to indemnify and hold harmless CLIENT and any of
its officers, agents and employees, from any claims of third parties arising out or
any act or omission of BILLING COMPANY in connection with the performance of
this Agreement.
D. Term and Termination
1. Term. The Term of this Agreement shall be effective as of January 1, 2010,
and shall terminate when all of the Protected Health Information provided
by CLIENT to BILLING COMPANY, or created or received by BILLING
COMPANY on behalf of CLEINT, is destroyed or returned to CLIENT or, if it
is infeasible to return or destroy Protected Health Information, protections
are extended to such information, in accordance with the termination
provisions in this Section.
2. Notwithstanding any other provisions of this Agreement, this Agreement
may be terminated by CLIENT, in its sole discretion, if CLIENT determines
that BILLING COMPANY has violated a material term or provision of this
Agreement pertaining to CLIENT'S obligations under the. HIPAA privacy or
security rules, or if BILLING COMPANY engages in conduct which would, if
committed by CLIENT, would result in a material violation of the HIPAA
.privacy or security rules by CLIENT.
a. Effect of Termination.
(1) Except as provided in paragraph (2) of this section, upon
termination of this Agreement, for any reason, BILLING
COMPANY shall return or destroy all Protected Health
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Information received from CLIENT, or created or received
by BILLING COMPANY on behalf of CLIENT. This
provision shall apply to Protected Health Information that
is in the possession of subcontractors or agents of
BILLING COMPANY. BILLING COMPANY shall retain no
copies of the Protected Health Information.
(2) In the event that BILLING COMPANY determines that
returning or destroying the Protected Health Information is
infeasible, BILLING COMPANY shall provide to CLIENT
notification of the conditions that make return or
destruction infeasible. Upon [Insert negotiated terms] that
return or destruction of Protected Health Information is
infeasible, BILLING COMPANY shall extend the
protections of this Agreement to such Protected Health
Information and limit further uses and disclosures of such
Protected Health Information to those purposes that make
the return or destruction infeasible, for so long as BILLING
COMPANY maintains such Protected Health Information.
E. General Provisions.
1. Regulatory References. A reference in this Agreement to a section in the
Privacy Rule means the section as in effect or as amended.
2. Amendment. The Parties agree to take such action as is necessary to
amend this Agreement from time to time as is necessary for Covered Entity
to comply with the requirements of the Privacy Rule and the Health
Insurance Portability and Accountability Act of 1996, Pub. L. No. 104-191
(HIPPA).
3. Survival. The respective rights and obligations of BILLING COMPANY
under Section D "Effect of Termination" of this Agreement shall survive the
termination of this Agreement.
4. Interpretation. Any ambiguity in this Agreement shall be resolved to permit
Covered Entity to comply with the HIPPA Privacy Rule. Terms used, but
not otherwise defined, in this Agreement shall have the same meaning as
those terms in the HIPPA Privacy Rule.
5. The Client shall not request BILLING COMPANY to use of disclose PHI in
any manner that would not be permissible under the HIPPA Privacy rule if
done by the Client, except if the BILLING COMPANY uses or discloses PHI
for, and in the manner provided herein, for the management and
administration of the services provided to the Client.
6. Governing Law -This Agreement and the rights and obligations to the
parties thereunder shall be construed and governed by the laws of the
State of North Carolina and venue for any proceedings arising here under
shall be in said state.
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be
duly executed on the later of the dates set forth below.
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EMS~MC:
CLIENT:
EMS Management & Consultants, Inc. Orange County
By: _
Title:
Date:
By:
Title:
Date:
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