AGREEMENT BETWEEN THE COUNTY OF SAN MATEO AND PEROT SYSTEMS REVENUE CYCLE SOLUTIONS, INC. Business Office Technology and Solutions
THIS AGREEMENT (“Agreement”), entered into this ______day of _________, 20___, by and between the COUNTY OF SAN MATEO, hereinafter called "County," and PEROT SYSTEMS REVENUE CYCLE SOLUTIONS, INC., hereinafter called "Contractor";
W I T N E S S E T H:
WHEREAS, pursuant to Government Code, Section 31000, County may contract with independent contractors for the furnishing of such services to or for County or any Department thereof;
WHEREAS, it is necessary and desirable that Contractor be retained for the purpose of providing business and consulting services in regards to the revenue cycle operations of the County’s hospitals and clinics.
NOW, THEREFORE, IT IS HEREBY AGREED BY THE PARTIES HERETO AS FOLLOWS:
1.		Exhibits and Attachments
The following exhibits and attachments are included hereto and incorporated by reference herein: Exhibit A—Summary of the Services Exhibit B—Summary of Contractor’s Fees Exhibit C—Task Orders Exhibit D—County’s Rights Exhibit E—HIPAA and HITECH ACT Obligations
2.		Services to be performed by Contractor
Contractor shall perform the revenue cycle services (the “Services”) generally described in Exhibit A attached hereto and as more fully described in the task orders (“Task Orders”) to include the terms and conditions set forth in each Task Order and this Agreement. As set forth in each Task Order, the Services will be performed on site at the County’s facilities and/or remotely from a Contractor facility. Upon the Task Order Effective Date as defined in each Task Order, Contractor will perform the Services and County will pay for the Services as described in the Task Orders and in accordance with the terms of this Agreement. Each Task Order set forth in Exhibit C shall be attached to and made part of this Agreement.
3.		Payments
(A) Payment Terms. In consideration of the Services provided by Contractor in accordance with all terms, conditions and specifications set forth herein and in each Task Order, County shall make payment to Contractor based on the rates generally described in Exhibit B and as more fully described in each Task Order. Unless otherwise specifically provided in a Task Order, Contractor shall invoice County monthly for all charges incurred under each Task Order during the prior month. County will pay to Contractor the amounts set forth in each invoice within thirty (30) days after the date of the invoice. Late payments shall accrue interest from the due date at the lesser of (i) one and a half percent per month or (ii) the maximum rate allowed by law. All payments will be made by check to the following address: Perot Systems Corporation-RCS 12020 Collections Center Drive Chicago, IL 60693 (B) Maximum Charges. Without the prior written consent of the County, in no event shall the County’s total fiscal obligation under this Agreement and all Task Orders exceed $2,375,000 (“Maximum Charges”), which includes an invoice cap amount of $1.9 million plus earned SLA Incentives, as defined below. Contractor will track the amount of its actual charges to County under all Task Orders and provide County with a regular status report of such actual charges against the Maximum Charges. Contractor will provide County with reasonable advance written notice if it determines its actual charges under the Task Orders will exceed the Maximum Charges and seek County’s approval to increase the amount of such Maximum Charges. In the event that County does not provide the approval to increase such amount, Contractor will provide County with notice that it will cease providing the Services under all current Task Orders. Effective upon the date set forth in the notice, this Agreement (and thereby all Task Orders) shall terminate. Upon such termination, Contractor shall have no further obligation to County for the matters contemplated by this Agreement and each Task Order. (C) Service Level Agreement (“SLA”). Contractor and County agree to the mutual SLAs as listed below. (i) SLA Measures. 1. Obtaining 95% or better Clean Claims Rate. The Clean Claims Rate will be calculated (“Clean Claims Rate”) at the expiration of termination of Exhibit C-1 Task Order. “Clean Claims” shall mean the percentage of County’s total medical claims on Accounts that pass the claim editing process, without error, in any of County’s claims processing software applications, including, but not limited to, the Patient Accounting System, the Charge Master system and the Electronic Claims Submission systems. Clean Claims is expressed as a percentage of the total number of County’s medical claims that are processed through the claim editing software in the last 30 calendar days of the term in the Exhibit C-1 Task Order. 2. Obtaining 95% or better Account Resolution. At the end of each calendar month, Contractor will calculate the total amount of account resolution (“Account Resolution”) based upon the Accounts assigned to Contractor in Exhibit C-1, C2, and C-3 Task Orders in this Agreement. “Account Resolution” is defined as the point in time upon which any of the following events occur: (A) The account balance is paid in full; (B) Outstanding account balance is written off by Hospital as an appropriate contractual allowance or discount in accordance with Hospital policy; (C) Outstanding account balance is under appeal by either party, but recommended for write-off by RCS as payment is doubtful; or (D) Outstanding account balance is written off by Hospital as a bad debt and turned over to Hospital’s collection agency. 3. Obtaining 95% or better Error-free Registration. The Error-free Registration Rate will be calculated at the expiration or termination of Exhibit C-1 Task Order based upon hospital patient registrations for the previous 30 days. (“Error-free Registration Rate”). The “Error-free Registration Rate” is defined as all the hospital patient registrations with accurately entered demographic and financial information into the hospital’s patient accounting system and registered in accordance with County’s patient access policies and procedures, as a percentage of the total registrations for the same period. (ii) SLA Incentives. Contractor will be eligible to earn a SLA Incentive if payments or remittances on Accounts as described in Task Order Exhibit C-1 equal or exceed $16.5 million during the term of such Task Order. Contractor shall invoice County any SLA Incentives based on the table below. At the end of each calendar month, SLA C(i)2, as defined above, will be calculated. Upon the expiration or termination of Task Order Exhibit C-1, there will be a calculation of SLA C(i)1 and SLA C(i)3. The SLA Incentive will be equal to $100,000 for each SLA that is achieved or exceeded. If all 3 SLAs are met or exceeded the total SLA Incentive will be equal to $475,000. SLAs Achieved Total Eligible SLA Incentive Achievement of 1 of the SLAs $100,000 Achievement of 2 of the SLAs $200,000 Achievement of all 3 of the SLAs $475,000
(D) Taxes. County shall pay or reimburse Contractor for any present or future sales, use, excise, property, goods, services or other taxes relating to the services, resources, and any third party software, equipment or services, except that Contractor shall be responsible for its franchise taxes, employment taxes and taxes based on its net income. (E) Out-of-Pocket Expenses. Unless otherwise specifically provided in a Task Order, Contractor’s fees for the Services will be all inclusive and out-of-pocket expenses will not be separately invoiced.
4.		Term and Termination
Subject to compliance with all terms and conditions, the term of this Agreement shall be from June 28, 2010 through June 27, 2012. This Agreement (and thereby all Task Orders) may be terminated by Contractor or the County at any time without a requirement of good cause upon thirty (30) days’ written notice to the other party. Upon such termination, County will pay Contractor for any and all Services provided up through and including the effective date of termination. In addition, Contractor may terminate this Agreement in accordance with Section 3 above. In addition to the above, if County defaults in the payment of any amount due under any Task Order and does not cure the default within fifteen (15) days after receiving written notice of such default, then Contractor may immediately terminate the Task Order by providing written notice of termination to County. In the event of termination, all finished or unfinished documents, data, studies, maps, photographs, reports, and materials (hereafter referred to as Materials) prepared by Contractor under this Agreement shall become the property of the County and shall be promptly delivered to the County. Upon termination, the Contractor may make and retain a copy of such Materials.
5.		Availability of Funds
In addition to the County’s termination rights set forth in Section 4 above, the County may terminate this Agreement (and thereby all Task Orders) or any Task Order, based upon unavailability of Federal, State, or County funds, by providing written notice to Contractor as soon as is reasonably possible after the County learns of said unavailability of outside funding.
6.		Relationship of Parties
Contractor agrees and understands that the work/services performed under this Agreement are performed as an independent Contractor and not as an employee of the County and that Contractor acquires none of the rights, privileges, powers, or advantages of County employees. Contractor does not undertake, by this Agreement, any Task Order or otherwise, to perform any obligation of County, whether regulatory or contractual, or to assume any responsibility for County’s business or operations. Neither party shall act or represent itself, directly or by implication, as an agent of the other, except as expressly authorized in Exhibit D. Except as set forth in Exhibit D, Contractor has the sole right to supervise and manage its employees and resources hereunder and to perform or cause the performance of the Services under any Task Order.
7.		Indemnification
Contractor shall indemnify, defend and hold harmless County, its officers, agents, employees, and servants from all third party claims, suits, or actions of every name, kind, and description, brought for, or on account of: (A) injuries to or death of any person, including Contractor’s employees, to the extent caused by the negligence or willful misconduct of Contractor, or (B) damage to any property of any kind whatsoever and to whomsoever belonging, to the extent caused by the negligence or willful misconduct of Contractor, (C) any sanctions, penalties, or claims of damages resulting from Contractor’s breach of its obligations set forth in Exhibit E and/or (D) monetary fines or penalties imposed by a governmental body on the County that directly result from Contractor’s breach of its obligations under this Agreement. The foregoing indemnifications are subject to County providing Contractor with (a) prompt written notice of any such claims; failure or delay to so notify Contractor shall not relieve Contractor from any liability hereunder so long as the failure or delay shall not have prejudiced the defense of such claim; (b) reasonable assistance in defending the claim; and (c) sole authority to defend or settle such claim.
The duty of Contractor to indemnify, defend and hold harmless as set forth herein, shall include the duty to defend and control the defense as set forth in Section 2778 of the California Civil Code.
8.		Limitation of Liability
(A) Limitation on Direct Damages. Except for claims, actions, and cause of actions arising from or related to Contractor’s indemnification obligations set forth in Section 7 above, but with respect to all other claims, actions and causes of action arising out of, under or in connection with a Task Order (including claims, actions and causes of action arising out of, under or in connection with this Agreement that arise out of such Task Order), regardless of the form of action, whether in contract or tort (including negligence, strict liability or otherwise) and whether or not such damages are foreseen, Contractor’s liability will not exceed, in the aggregate, the total amount actually paid to Contractor by County for Services provided under such Task Order (excluding amounts paid as reimbursement of expenses or taxes) during the six (6) month period immediately preceding the date that the first claim, action, or cause of action arose out of, under or in connection with such Task Order. (B) Limitation on the Type of Damages. With respect to all claims, actions and causes of action arising out of, under or in connection with this Agreement and all Task Orders (except for County’s obligations to make payments under this Agreement), regardless of the form of action, whether in contract or tort (including negligence, strict liability or otherwise) and whether or not such damages are foreseen, neither party will be liable for, any amounts for indirect, incidental, special, consequential (including without limitation lost profits, lost revenue, or damages for the loss of data) or punitive damages of the other party or any third parties. (C) Statute of Limitations. Neither party may assert a claim against the other party more than three years after the date that such claim arose.
9.			Assignability
Neither party may or can assign any of its rights and obligations under this Agreement or any Task Order without the prior written consent of the other, which consent will not be unreasonably withheld. Contractor may use subcontractors to perform work under this Agreement or any Task Order provided that (i) any subcontract shall contain confidentiality provisions substantially similar to those herein and (ii) Contractor remains responsible to County for any Services provided by any subcontractor.
10.			Warranty/Disclaimer of Warranty
Contractor warrants that the Services shall be performed by qualified personnel in a manner consistent with good practice in the revenue cycle services industry. If Contractor breaches this warranty, it shall supply Services to correct or replace the work at no charge. CONTRACTOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
11.			Confidentiality
All written and oral information communicated to either party by the other in connection with the activities contemplated by this Agreement whether before or after the Effective Date, shall be held in strict confidence and used only for purposes of this Agreement. No such information, including the provisions of this Agreement, shall be disclosed by the recipient without the prior written consent of the other party, except as required by law, including, but not limited to the California Public Records Act and the Brown Act. If either party receives a request for disclosure of such information, the party receiving the request will promptly notify the other party of the request to allow that other party a reasonable period of time to seek a protective order. This Section 11 shall not apply to information which is (i) in the public domain or is otherwise publicly available, (ii) already known to the recipient, (iii) developed independently by the recipient, or (iv) received from a third party without similar restriction and without breach of this Agreement. In addition, Contractor and County each agree to comply with their respective HIPAA and HITECH obligations set forth in Exhibit E.
12.			County’s Rights
With respect to the Services provided by Contractor under any Task Order, County shall have the rights set forth in Exhibit D.
13.			County’s Obligations
In addition to those obligations of County that may be set forth in each Task Order, the County will provide timely access to County personnel, systems and information required for Contractor to perform its obligations hereunder. The County shall provide to Contractor’s employees performing the Services at County's premises, without charge, a reasonable work environment in compliance with all applicable laws and regulations, including office space, furniture, telephone service, and reproduction, computer, facsimile and other necessary equipment, supplies, and services. With respect to all third party hardware or software operated by or on behalf of the County, the County shall, at no expense to Contractor, obtain all consents, licenses and sublicenses necessary for Contractor to perform under the Task Orders and shall pay any fees or other costs associated with obtaining such consents, licenses and sublicenses.
14.			Insurance
The Contractor shall not commence work or be required to commence work under this Agreement unless and until all insurance required under this paragraph has been obtained and such insurance has been approved by Risk Management, and Contractor shall use diligence to obtain such insurance and to obtain such approval. The Contractor shall furnish the County with certificates of insurance evidencing the required coverage, and there shall be a contractual liability endorsement extending the Contractor's coverage to include the contractual liability assumed by the Contractor pursuant to this Agreement. These certificates shall specify that thirty (30) days' notice must be given, in writing, to the County of any pending material change in the limits of liability or of any cancellation or material modification of the policy.
(1)				Worker's Compensation and Employer's Liability Insurance The Contractor shall have in effect during the entire life of this Agreement Workers' Compensation and Employer's Liability Insurance providing full statutory coverage. In signing this Agreement, the Contractor certifies, as required by Section 1861 of the California Labor Code, that it is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of the Code, and will comply with such provisions before commencing the performance of the work of this Agreement.
(2)				Liability Insurance The Contractor shall take out and maintain during the life of this Agreement such Bodily Injury Liability and Property Damage Liability Insurance as shall protect him/her while performing work covered by this Agreement from claims for damages for bodily injury, including accidental death, as well as claims for property damage which may arise from Contractor’s operations under this Agreement, whether such operations be by himself/herself or by any subcontractor or by anyone directly or indirectly employed by either of them. Such insurance shall be combined single limit bodily injury and property damage for each occurrence and shall be not less than the amount specified below.
				Such insurance shall include:
				(a)	Commercial General Liability . . . . . . . . . . . . . . .		$1,000,000
				(b)	Motor Vehicle Liability Insurance . . . . . . . . . . . . .		$1,000,000
County and its officers, agents, employees, and servants shall be named as additional insured on any such policies of insurance, which shall also contain a provision that the insurance afforded thereby to the County, its officers, agents, employees, and servants shall be primary insurance to the full limits of liability of the policy, and that if the County or its officers and employees have other insurance against the loss covered by such a policy, such other insurance shall be excess insurance only.
In the event of the breach of any provision of this section, or in the event any notice is received which indicates any required insurance coverage will be diminished or canceled, the County at its option may, notwithstanding any other provision of this Agreement to the contrary, immediately terminate this Agreement (and thereby all Task Orders).
15.			Compliance with laws; payment of Permits/Licenses
All services to be performed by Contractor pursuant to this Agreement shall be performed in accordance with all applicable Federal, State, County, and municipal laws, ordinances and regulations. Contractor and County shall each comply with its respective obligations set forth in Exhibit E in regards to the Health Insurance Portability and Accountability Act of 1996 (HIPAA), and the Federal Regulations promulgated thereunder, as amended. In addition Contractor shall comply with the provisions of the Americans with Disabilities Act of 1990, as amended, that are applicable to the Services provided by Contractor. The Services shall also be performed in accordance with all applicable ordinances and regulations, including, but not limited to, appropriate licensure, certification regulations, provisions pertaining to confidentiality of records, and applicable quality assurance regulations. In the event of a conflict between the terms of this Agreement and State, Federal, County, or municipal law or regulations, the requirements of the applicable law will take precedence over the requirements set forth in this Agreement.
16.	Non-Discrimination and Other Requirements
(A) Rehabilitation Act of 1973. Contractor shall comply with § 504 of the Rehabilitation Act of 1973, which provides that no otherwise qualified handicapped individual shall, solely by reason of a disability, be excluded from the participation in, be denied the benefits of, or be subjected to discrimination in Contractor’s performance of the Services under this Agreement.
(B) General Non-discrimination. No person shall, on the grounds of race, color, religion, ancestry, gender, age (over 40), national origin, medical condition (cancer), physical or mental disability, sexual orientation, pregnancy, childbirth or related medical condition, marital status, or political affiliation be denied any benefits or subject to discrimination under this Agreement.
(C) Equal Employment Opportunity. Contractor shall ensure equal employment opportunity based on objective standards of recruitment, classification, selection, promotion, compensation, performance evaluation, and management relations for all employees under this Agreement. Contractor’s equal employment policies shall be made available to the County upon request.
(D) Violation of Non-discrimination Provisions. Contractor’s violation of this Section 16 with respect to a Contractor employee providing Services onsite at a County facility shall provide the County with right to immediately terminate this Agreement (and thereby all Task Orders) upon written notice to Contractor. In such event, County shall not be liable for any Make Whole Costs associated with such termination. (E) Compliance with Equal Benefits Ordinance. With respect to the provision of employee benefits, Contractor shall comply with the County ordinance which prohibits contractors from discriminating in the provision of employee benefits between an employee with a domestic partner and an employee with a spouse. (F) Non-discrimination Requirements. The Contractor shall comply fully with the non-discrimination requirements required by 41 CFR 60-741.5(a) that are applicable to the Services, which is incorporated herein as if fully set forth.
17.			Compliance with Contractor Employee Jury Service Ordinance
Contractor shall comply with the County Ordinance with respect to provision of jury duty pay to employees and have and adhere to a written policy that provides that its employees shall receive from the Contractor, on an annual basis, no less than five days of regular pay for actual jury service in San Mateo County. The policy may provide that employees deposit any fees received for such jury service with the Contractor or that the Contractor deduct from the employees’ regular pay the fees received for jury service.
18.			Retention of Records, Right to Monitor and Audit
(A) Records Maintenance. Contractor shall maintain all required records for three (3) years after the County makes final payment and all other pending matters are closed, and shall be subject to the examination and/or audit of the County, a Federal grantor agency, and the State of California. (B) Reporting and Record Keeping. Contractor shall comply with all program and fiscal reporting requirements set forth by appropriate Federal, State and local agencies, and as required by the County. (C) Right to Monitor and Audit. Contractor agrees to provide to County, to any Federal or State department having monitoring or review authority, to County's authorized representatives, and/or their appropriate audit agencies upon reasonable notice, access to and the right to examine all records and documents necessary to determine compliance with relevant Federal, State, and local statutes, rules and regulations, and this Agreement, and to evaluate the quality, appropriateness and timeliness of services performed.
19.			Merger Clause
This Agreement, including the Exhibits and Task Orders attached hereto and incorporated herein by reference, constitutes the sole agreement of the parties hereto and correctly states the rights, duties, and obligations of each party as of the Effective Date. In the event that any term, condition, provision, requirement, or specification set forth in this body of the Agreement conflicts with or is inconsistent with any term, condition, provision, requirement, or specification in any Task Order, the provisions of the Task Order shall control. Any prior agreement, promises, negotiations, or representations between the parties not expressly stated in this document are not binding. All subsequent modifications shall be in writing and signed by the parties.
20.			Contractor Know How
County and Contractor each acknowledge that, prior to the Effective Date, Contractor has acquired, conceived, developed or licensed, and after the Effective Date will continue to acquire, conceive, develop or license, certain architectures, concepts, industry knowledge, techniques, templates, and works of authorship which embody copyrights, inventions, trade secrets and other intellectual property relating to the Services to be performed for County (collectively, the “Know-How”). County desires Contractor to apply its Know-How in connection with the Services hereunder, and acknowledges that performance of the Services will enhance and expand the Know-How. Subject to the confidentiality provisions of this Agreement, nothing in this Agreement or any Task Order will impair Contractor’s right to use its Know-How or to acquire, license, market, distribute, develop for itself or others or have others develop for Contractor similar technology performing the same or similar functions as the technology and services contemplated by this Agreement or any Task Order. Subject to the confidentiality provisions of this Agreement, nothing in it or any Task Order will impair the County’s right to use intellectual property of any type that County develops in during the term of this Agreement.
21.			Hiring of Employees
During the term of this Agreement and for two years thereafter, the parties shall not hire or seek to hire any person employed then or within the preceding two years by the other party and involved directly or indirectly in the performance of any Task Order, except with prior written consent of the other party. Such consent may be withheld in the other party's sole discretion. The foregoing shall not apply to persons employed as a result of responding to a general advertisement for employment appearing in publications, the internet or at job fairs.
22.			Controlling Law and Venue
The validity of this Agreement and of its terms or provisions, as well as the rights and duties of the parties hereunder, the interpretation, and performance of this Agreement shall be governed by the laws of the State of California. Any dispute arising out of this Agreement shall be venued in the United States District Court for the Northern District of California.
23.			Notices
Any notice, request, demand, or other communication required or permitted hereunder shall be deemed to be properly given when both (1) transmitted via facsimile to the telephone number listed below and (2) either deposited in the United State mail, postage prepaid, or when deposited for overnight delivery with an established overnight courier that provides a tracking number showing confirmation of receipt, for transmittal, charges prepaid, addressed to:
			If to County: Chief Executive Officer San Mateo Medical Center 222 W/ 39th Avenue San Mateo, CA 94403 With copy to: County Counsel’s Office 400 County Center Redwood City, CA 94063 If to Contractor: Contract Administration Perot Systems Revenue Cycle Solutions, Inc. 26 Century Blvd., Suite 400 Nashville, TN 37214 Fax: (615) 234-1323
In the event that the facsimile transmission is not possible, notice shall be given both by United States mail and an overnight courier as outlined above.
IN WITNESS WHEREOF, the parties hereto, by their duly authorized representatives, have affixed their hands.
						COUNTY OF SAN MATEO
						By:
						Richard S. Gordon, President Board of Supervisors, San Mateo County
						Date:
ATTEST:
By:
Clerk of Said Board
PEROT SYSTEMS REVENUE CYCLE SOLUTIONS, INC.
Contractor’s Signature
Date:

Exhibit A

Summary of the Services

I. Onsite and Offsite Billing and Collections Services

Tasks:

a. Work the backlog of aged Accounts with specialists with domain knowledge focused on Medicare, Medi-Cal, Commercial, Managed Care and other third-party payors

b. Determine the status of each Account as it relates to contractual allowance, rejected status, rebilling requirements, responsibility of secondary and tertiary payors, completeness of documentation, accuracy of insurance and demographic information, and accomplish procedures required to obtain payment

c. Proprietary quality assurance programs

d. Inventory management system

e. Inventory reconciliation and account integrity system

f. Reporting tools include (sample executive reports attached hereto as Exhibit F):

§ Areas of financial opportunity

§ Root cause analysis

§ Management Action Plan

g. Expertise in all levels of appeals

h. Bill any unbilled Account; correct and resubmit any rejected Account in which payment is due from a payor

i. Edit Claims in accordance with payor specific billing requirements and County’s approval

j. Late charge billing as deemed appropriate by the County

k. UB04 and 1500 secondary and tertiary billing

l. UB04 and 1500 rebilling as necessary to secure payment and/or resolution

m. Patient detail bills on assigned Accounts, as requested

n. Statements and/or approved letters to patients, as appropriate

o. Apply appropriate follow-up work events for Medicare, Medi-Cal, Commercial, Managed Care and other third-party payors

p. Investigate and resolve pending Accounts by contacting the insurance carrier, and as necessary, the physician and/or the insured

q. Submit documentation necessary for payment to the responsible party, including, but not limited to, claims, itemized statements, pre-certification documents, and referrals

r. Retroactive consent form completion

s. Respond to patient inquiries related to billing and collection activity on assigned Accounts

t. Prepare denied Accounts or episodes for appeal to the appropriate payor

u. Monitor remittance advice and rejection rates for prompt payment and resolution of pending Accounts

v. Evaluate problems and issues causing rejection or aging of Accounts and recommend solutions

Account Assignment:

• Initial Assignment of Accounts. On the Task Order Effective Date, the County will assign to RCS all of its inpatient and outpatient third-party Accounts with balances greater than two hundred fifty dollars ($250.00) at day ninety (90) following discharge date or service date, excluding the following financial class codes: D-County Programs, J-Jail, N-County Indigent, U-Undetermined, W-Well Program, and Z-Local/State Fed. All of these Accounts will be worked by the Assigned Personnel located on site at the County. The estimated initial placement of Accounts is approximately $15 million in approximately 9,200 Accounts as shown in table below.




• Continued Assignment of Accounts Greater Than $250.00. After the initial assignment described in (a) above, for a period of six (6) months after the Task Order Effective Date, the County shall assign daily to RCS all inpatient and outpatient third-party Accounts with balances greater than two hundred fifty dollars ($250.00) at day one hundred twenty (120) following discharge date or service date, excluding the following financial class codes: D-County Programs, J-Jail, N-County Indigent, U-Undetermined, W-Well Program, and Z-Local/State Fed. The foregoing Accounts will be worked by the Assigned Personnel located on site at the County.

• Assignment of Third-Party Accounts Less Than $250.00. The County will assign daily to RCS ongoing placements of all its inpatient and outpatient Third-Party Accounts with balances between five dollars ($5.00) to two hundred fifty dollars ($250.00) at day one (1) following discharge date or service date, excluding the following financial class codes: D-County Programs, J-Jail, N-County Indigent, U-Undetermined, W-Well Program, and Z-Local/State Fed. If RCS identifies self pay in the assigned third-party balances, RCS will bill and follow through with the self pay recovery. The estimated initial assignment of Accounts is approximately $2.5 million in approximately 18,500 Accounts. RCS will work Accounts utilizing the collection matrix shown on page 15. RCS reserves the right to change the collection matrix based upon RCS’s resolution and RCS’s collection of payments on assigned Accounts.

Low Balance Third Party Account Process and Tools:

1) Payor specific skills based routing

a. Allowing accounts to be assigned to CSR’s that have specific expertise with working certain payers.

b. This also allows for the ability to manage/work multiple claims when speaking to a payer.

1) Electronic Billing (if applicable to the contractual terms)

a. RCS has a long standing relationship with Relay Health utilizing its ePremis billing platform.

1) Medicare Manager Product

a. RCS contracts with Emdeon Business Services to utilize their Medicare Manager DDE Plus application.  The product allows for the view, prioritization, as well as the ability to sort claims. 

BILLING AND COLLECTION WORK MATRIX
FOR LOW BALANCE THIRD PARTY ACCOUNTS

II. Revenue Cycle Performance Review (RCPR)

1) The RCPR will consist of a review of the County’s PA, HIM, and PFS departments. The RCPR will identify problematic components of the revenue cycle based on financial data analysis, utilizing RCS’s proprietary diagnostic tools. The RCPR will also include a review of the current processes in relation to best practice processes.

The Consultant assigned to the RCPR will be responsible for the following:

a. Submit the detailed RCPR Data Request Worksheet to the County to be completed and returned prior to the start of the RCPR;

b. Perform an offsite data analysis using the completed RCPR Data Request Worksheet;

c. Prepare a benchmark analysis and develop a benefit forecast;

d. Schedule a one day onsite visit at the County to conduct interviews with the County’s managers for PA, HIM, and PFS departments; and

e. Provide the County with final executive summary and management action plan (“MAP”) to the County’s management to include recommendations based on the results of the RCPR.

III. Self Pay Accounts

• Assignment of Self Pay Accounts. The County will assign daily to RCS ongoing placements of all its inpatient and outpatient Self Pay Accounts, excluding the following financial class codes: N-County Indigent, and U-Undetermined; with balances five dollars ($5.00) and above at day one (1) following discharge date or service date, or resolution of third-party balances; and day one (1) following payment date by primary and/or secondary insurance. If RCS identifies third-party insurance in assigned self pay balances, RCS will bill and follow through with the insurance recovery. The estimated initial assignment of Accounts is approximately $9.4 million in approximately 8,200 Accounts. RCS will work Accounts utilizing the Self Pay Segmentation Process as shown on page 17.

Self Pay Account Process and Tools:

1) Interactive Intelligence – Interaction Dialer

a. Predictive, power, preview, precise and agent-less dialing

b. Comprehensive campaign management

c. Multi-site campaign management

d. Inbound/outbound call blending

e. Agent-less messaging and outbound IVR campaigns

f. Stage-based predicting

g. Remote agent capable

h. Multiple scripting options

i. Contact-based rules for maximum dialing flexibility

2) In Bound Call Skills Based Account Routing

a. RCS has the ability to route accounts to specific teams and/or individuals based on where account is tracking within the collection system.

3) Call Recording

a. All inbound and outbound calls are recorded and saved within individual .wav files should the need to replay occur.

4) Account Segmentation

a. RCS utilizes a custom application to determine an accounts propensity to pay.  This application captures multiple data points to enable the prioritization of collection efforts based on specific segmentation categories.

5) Medicaid Verification

a. RCS provides a Medicaid verification check on specific segments of the assigned inventory to ensure all payer efforts are exhausted prior to engaging the self-pay collection efforts.

6) Custom Statements

a. RCS will customize the format of their statements to incorporate the facilities logo’s, watermark’s, and other miscellaneous information that is specific to the facility.  This process allows for a seamless transition to the facilities patient base.

7) Acceptance of Credit Cards and Electronic Checks

a. RCS has the ability to accept credit cards and electronic checks when speaking with the patients. All funds are directly deposited to the clients bank account by utilizing the existing facility merchant agreements. This process allows for our Customer Service Representative (CSR) to confirm the funds are available (CC) while the patient is still on the phone.

8) Web Based credit card acceptance

a. A separate product that RCS can provide is a custom web portal that will patients the ability to pay on their accounts by accessing a web link placed on the client home page.

9) Multi-Language Customer Service Representatives

a. RCS has multiple bi-lingual (Spanish and English) Customer Service Representatives (CSR) available within the local Patient Contact Center.  In addition, RCS contracts with a telephone interpreter service who can provide translation expertise with over 100 different languages and dialects.

Account Segmentation utilizes customized technology to determine the patient’s propensity to pay their account. This application captures multiple data points including current visit data, demographics, historical payment information, as well as third party data sources to assign an internal score. Please note that these data sources DO NOT include credit bureaus. Based on the scoring result, the account will be placed into one of five categories each containing customized work events to achieve optimum efficiencies and maximum collections, while ensuring the highest level of patient satisfaction.

EXHIBIT B

Summary of Contractor’s Fees

In consideration of the services provided by Contractor in Exhibit A, County shall pay Contractor based on the following fee schedule:

I. Onsite and Offsite Billing and Collections Services

Tasks:

a. Onsite Project – Accounts aged greater than 90 days over $250

i. 14.95% on all payments received on assigned accounts

1. Anticipated costs during the scope of work $457,000 - $710,000

(i) Anticipated cash collections for this scope of work $3.0 M -$4.8 M

2. Term is 8 months

3. Additional termination provisions are as follows:

(i) Changes in Service Fee. RCS will provide the County sixty (60) days prior notice of any increase in the Service Fee. If the proposed increase is not acceptable to the County, the County may terminate this Task Order by providing RCS with thirty (30) days prior written notice to RCS.

(ii) Initial Placement of Accounts. The RCS Service Fee is based on the placement amount, financial class mix, aging of Accounts, and number of Accounts. RCS may adjust the Service Fee percentage if the placement does not meet the minimum criteria described in Section (a) of Attachment B. If the County does not agree with the adjusted percentage, RCS may terminate this Task Order without penalty by providing the County with written notice. The County warrants that any Accounts placed with RCS are not currently and have not previously been placed with, or worked by other outside organizations.

b. Outsourced Project – Accounts from $5 to $250

i. 19.97% on all payments received on assigned accounts

1. Anticipated costs during the scope of work $636,000 - $982,000

(i) Anticipated cash collections for this scope of work $3.2 M -$4.9 M

2. Term is 24 months, subject to the procedures set forth below and the term of the Agreement.

3. Additional termination provisions are as follows:

(i) Term.

a. Either party provides the other party with thirty (30) days written notice prior to the end of the Initial Term.

b. in the event that Task Order Exhibit C-1 (“TO C-1”) is terminated for any reason at any time during the Term of such Task Order, RCS shall have the option to terminate Task

Order Exhibit C-2 (“TO C-2”) by providing thirty (30) days prior written notice to the County.

(ii) Changes in Service Fee. RCS will provide the County sixty (60) days prior notice of any increase in the Service Fee. If the proposed increase is not acceptable to the County, the County may terminate this Task Order by providing RCS with thirty (30) days prior written notice to RCS. RCS will continue to work Accounts assigned RCS prior to the effective date of termination in accordance with Section 5(b)(i).

(iii) Initial Placement of Accounts. The RCS Service Fee is based on the placement amount, financial class mix, aging of Accounts, and number of Accounts. RCS may adjust the Service Fee percentage if the placement does not meet the minimum criteria described in Section (a) of Attachment B. If the County does not agree with the adjusted percentage, RCS may terminate this Task Order without penalty by providing the County with written notice. The County warrants that any Accounts placed with RCS are not currently and have not previously been placed with, or worked by other outside organizations.

II. Revenue Cycle Performance Review (RCPR)

a. Included within the scope of contract for Onsite Project – No additional fees

III. Self Pay Accounts

a. Outsourced Self Pay Project

i. 6.81% on all payments received on assigned accounts

1. Anticipated costs during the scope of work $423,000 - $619,000

(i) Anticipated cash collections for this scope of work $6.2 M -$9.0 M

2. Term is 24 months, subject to the procedure set forth below and the term of the Agreement.

3. Additional termination provisions are as follows:

(i) Term. Either party provides the other party with thirty (30) days written notice prior to the end of the Initial Term.

(ii) Changes in Service Fee. RCS will provide the County sixty (60) days prior notice of any increase in the Service Fee. If the proposed increase is not acceptable to the County, the County may terminate this Task Order by providing RCS with thirty (30) days prior written notice to RCS. RCS will continue to work Accounts assigned RCS prior to the effective date of termination in accordance with Section 5(b)(i).

(iii) Initial Placement of Accounts. The RCS Service Fee is based on the placement amount, financial class mix, aging of Accounts, and number of Accounts. RCS may adjust the Service Fee percentage if the placement does not meet the minimum criteria

described in Section (a) of Attachment A. If the County does not agree with the adjusted percentage, RCS may terminate this Task Order without penalty by providing the County with written notice. The Medical Center warrants that any Accounts placed with RCS are not currently and have not previously been placed with, or worked by other outside organizations.

EXHIBIT C

Task Orders

This Exhibit C consists of the following individual Task Orders:

Exhibit C-1 Billing and Collection Services and RCPR

Exhibit C-2 Billing and Collection Services for Low Balance Insurance

Exhibit C-3 Billing and Collection Services for Self Pay

EXHIBIT C-1

TASK ORDER

Onsite Billing and Collection Services and RCPR

1. Term. The Term of this Task Order shall begin on , 2010 (“Task Order Effective Date”) and shall continue for eight (8) consecutive months thereafter (“Term”), unless earlier terminated in accordance with the Agreement or the provisions of Sections 4(b), 4(c), or 5(c) below. Subject to agreement on rates and services, the Term of this Task Order may be extended upon mutual written agreement of Contractor and the County.

2. Scope of Services. During the Term, Contractor will provide resources to perform Services for the County’s facility, San Mateo Medical Center, consisting of the services described in Sections 2(a) and 2(b) below (“Services”):

(a) Billing and Collection Services. Commencing with the Task Order Effective Date, Contractor will provide the number of Assigned Personnel it deems appropriate to provide the Billing and Collection Services on site at San Mateo Medical Center, consisting of billing, rebilling, follow-up and collection and including the tasks outlined in Attachment A for the County’s accounts receivable described in Attachment B that are assigned to Contractor from the County (the “Accounts”). The Billing and Collection Services are subject to the following:

(i) Length of Time Accounts to be Worked and Defaulted Accounts. All Accounts assigned to Contractor will be worked by Contractor until the earlier of the following to occur:

(A) the day that payment arrangements for an Account has been secured by Contractor; or

(B) the last day of the thirty (30) day period set forth in Section 5(b); or

(C) the day that Contractor determines the balance of the Account is not collectible and is therefore a Defaulted Account. For the purposes of this Task Order, a “Defaulted Account” is an Account that Contractor has unsuccessfully sought payment from any third-party payor that is responsible for charges from which the accounts receivable arises and unsuccessfully sought payment from the patient.

(ii) Directing Payment on Accounts. Contractor will direct all payments and remittances on Accounts to the County. Any payments or remittances received by Contractor will be recorded and immediately forwarded to the County.

(iii) Establishing Procedures. Contractor will work with the County to establish procedures for Contractor to return bad debts, adjustments and self pay balances determined to be in default to the County or for Contractor to place bad debt directly with the County’s primary collection agency.

(iv) Monthly Reports. Contractor will meet at least monthly with the County’s designated senior management team to provide the County with monthly management reports (“Monthly Reports”) that will allow the County to track Contractor’s collection performance under this Task Order. The Monthly Reports will the following:

(A) Placement Report includes patient name, Account number, guarantor name, date assigned, balance assigned, and total number of Accounts and balances assigned.

(B) Recovery Placement Analysis provides a trending report of assigned Accounts by assignment date by month, to include the total amount of Accounts assigned, additional charges, recalls, adjustments, net assignment total, total payments on assigned Accounts, bad debt total, number of paid in full payments, remaining active Account inventory total, percent collected, percent of bad debt, and percent of active inventory.

(C) Root Cause Analysis provides detailed information by Accounts on lost or delayed payments due to lack of documentation, lack of certification, and other delayed causes. This analysis can be used as a tool for internal training.

(D) Account Recovery Analysis

(E) Account Resolution Analysis

(v) Limitation of Contractor’s Duties. Contractor’s duties are limited to billing, rebilling, follow-up and collection based on information furnished by the County on the Accounts. Contractor does not hereby take any responsibility for reviewing, correcting or confirming any information furnished by the County.

(b) Revenue Cycle Performance Review. Commencing within a reasonable time after the Task Order Effective Date, Contractor will provide a Consultant (the “Consultant”) to perform a Revenue Cycle Performance Review (“RCPR”) of the County’s Patient Access (“PA”), Health Information Management (“HIM”) and Patient Financial Services (“PFS”) as described in Attachment C.

(c) Assigned Personnel. The Assigned Personnel under this Task Order will include, but not be limited to the following:

(i) Operations Executive. Contractor will assign an Operations Executive to oversee and monitor the Billing and Collection Services project under this Task Order. He or she will be on site at the County on an as-needed basis, and will meet with the County’s designated senior management team to review the collection performance and the achievement of mutual project goals.

(ii) Interim Revenue Cycle Director. During the Term of this Task Order, Contractor will provide County with an Interim Revenue Cycle Director (the “Director”) that will manage the revenue cycle operations at the County’s San Mateo Medical Center. The Director will provide County with recommended changes to its revenue cycle policies, procedures and processes to assist with efficiencies and to increase the County’s cash collection activities. The Director will provide recommendations to increase the percentage of clean claims and reduce registration errors. The Director will also provide training and development for County’s revenue cycle employees by answering questions, offering recommendations, and performing quality assurance on work performed.

(iii) Project Director. Contractor will assign a Project Director, who will be on site during the Term of this Task Order. He or she will be responsible for managing the daily operations of the Billing and Collection Services and its Project Team. The Project Director will also be the liaison for Contractor with the County’s designated senior management team.

(iv) Project Team. Contractor will assign additional Assigned Personnel, as it deems appropriate, that will include supervisors, and billers and follow-up representatives, with experience in Medicare (Part A and B), Medi-Cal, Medi-Cal Health Maintenance Organization (“HMO”) programs, managed care (including California managed care payors), commercial insurance, and other third-party payors.

(d) Revenue Cycle Training. Contractor will provide onsite and web-based revenue cycle training of up to forty (40) hours for the County’s business office staff on a mutual agreed upon subject matter based on the patient accounting issues affecting reimbursement of claims, including but not limited to the following:

(i) customer service;

(ii) billing and follow-up techniques; and

(iii) resolution, research and analysis techniques.

3. County Responsibilities. In addition to its obligations in the Agreement, the County will provide and perform the following in order for Contractor to perform its obligations under this Task Order:

(a) Billing Information. The County shall provide Contractor with all billing information for the County including, but not limited to, the name of the patient, the date of service, the nature and extent of services provided, patient diagnosis, and any supporting medical and non-medical information necessary to bill such services and to perform the Billing and Collection Services. The County shall be responsible for appropriately coding the service provided, and applying the correct MS-DRG, CPT, HCPCS, ICD-9 or other codes associated with the service.

(b) Payment Information. The County will provide Contractor access to copies of any the County documentation or information necessary for Contractor to perform the Billing and Collection Services, which will include UB04s, CMS 1500s, EOBs, medical records, and certification and/or authorization information. The County will also provide to the onsite Assigned Personnel access to its patient accounting system via personal computers, at no charge to Contractor. The County shall also be responsible for producing and providing Contractor with any requested patient account system reports, and providing Contractor with copies of daily cash posting sheets.

(c) Aged Trial Balance Listing. On or before the Task Order Effective Date, the County shall provide Contractor an alphabetic trial balance listing of all Accounts as defined in Section (a) of Attachment B. The County will provide Contractor with collector codes or financial classes to organize the workflow, track payment, and other project activity. The collector codes or financial classes will be included in the daily payment reports to be provided to Contractor.

(d) VIP Accounts. The County will notify Contractor of any special instructions regarding handling of its Accounts, such as “VIP” Accounts to be excluded and other instructions it deems necessary to maintain public relations in the community.

(e) Uncollectible Accounts. The County will not knowingly assign any Accounts to Contractor that County has deemed to be uncollectible.

(f) Workspace Requirements. The County will furnish, at no charge to Contractor, adequate desks and chairs, personal computers, space, telephones, printers, letterhead, envelopes, postage, and other supplies deemed Data Request Worksheet to Contractor in order for Contractor to perform its obligations under this Task Order.

(g) RCPR Data Request Worksheet. On or before the Task Order Effective Date, the County will complete and return the RCPR Data Request Worksheet to Contractor in order for Contractor to perform its obligations under this Task Order.

(h) Assist with Scheduling. The County’s management will assist in scheduling the appropriate County’s staff for interviews conducted on site at the County for Consultant to gather additional information for the RCPR.

4. Payments:

(a) Service Fee – Billing and Collection Services. On or about the first of each month, Contractor will deliver an invoice to the County for a service fee (the “Service Fee”), which is calculated as fourteen and ninety-five hundredths percent (14.95%) on all payments or remittances posted by the County on Accounts during the prior month. The Service Fee is due and payable by the County on all such payments or remittances posted by the County commencing day fourteen (14) after the Task Order Effective Date and continuing until the earlier of the following to occur:

(i) thirty (30) days after the last day of the Term of this Task Order; or

(ii) the last day of the thirty (30) day period described in Section 5(b).

All invoices are due and payable in accordance with the terms of the Agreement.

(b) Changes in Service Fee. Contractor will provide the County sixty (60) days prior notice of any increase in the Service Fee. If the proposed increase is not acceptable to the County, the County may terminate this Task Order by providing Contractor with thirty (30) days prior written notice to Contractor.

(c) Initial Placement of Accounts. The Contractor Service Fee is based on the placement amount, financial class mix, aging of Accounts, and number of Accounts. Contractor may adjust the Service Fee percentage if the placement does not meet the minimum criteria described in Section (a) of Attachment B. If the County does not agree with the adjusted percentage, Contractor may terminate this Task Order without penalty by providing the County with written notice. The County warrants that any Accounts placed with Contractor are not currently and have not previously been placed with, or worked by other outside organizations.

5. Other Terms:

(a) Sole Source. Contractor will be the sole source vendor for placement of the Accounts described in Attachment B, other than placement by the County of its defaulted Accounts or bad debt accounts with its collection agency.

(b) Accounts Assigned Prior to Expiration or Termination. With respect to the expiration or termination of this Task Order in accordance with the terms of the Agreement, Contractor shall have the option to continue working Accounts assigned to Contractor on or before the expiration date or the effective date of such termination for thirty (30) days after such date. If Contractor chooses to continue to work the Accounts assigned as of the effective date of termination or expiration, Contractor will notify the County. During the thirty (30) day period, Contractor will invoice and the County will pay the applicable Service Fee on payments and remittances posted by the County on such Accounts during the thirty (30) day period in accordance with Section 4(a). Contractor will return any records on the Accounts to the County at the end of the thirty (30) day period, and upon such return, Contractor shall have no further obligation to the County with respect to such Accounts.

(c) Make Whole Cost. In the event that the County terminates this Task Order for any cause (other than a termination for breach) in accordance with Section 4 of the Agreement, the County will pay to Contractor the Make Whole Costs, if any, on or before the effective date of such termination. “Make Whole Costs” are limited to the reasonable, documented expenses to terminate apartment leases and furnishings incurred by Contractor. Make Whole Costs for terminating this Task Order shall not exceed ten thousand dollars ($10,000.00).

ATTACHMENT A

TO TASK ORDER EXHIBIT C-1

For Billing and Collection Services and RCPR

Onsite Billing and Collections Services Tasks

In addition to the Billing and Collection Services defined in Section 2(a) above, the Assigned Personnel will perform the following tasks for the accounts assigned during the Term of this Task Order to included, but not be limited to:

• Work the backlog of aged Accounts with specific focus on Medi-Cal through project work events

• Determine the status of each Account as it relates to contractual allowance, rejected status, rebilling requirements, responsibility of secondary and tertiary payors, completeness of documentation, accuracy of insurance and demographic information, and accomplish procedures required to obtain payment

• Bill any unbilled Account; correct and resubmit any rejected Account in which payment is due from a payor

• Edit Claims in accordance with payor specific billing requirements and County’s approval

• Late charge billing as deemed appropriate by the County

• UB04 and 1500 secondary and tertiary billing

• UB04 and 1500 rebilling as necessary to secure payment and/or resolution

• Patient detail bills on assigned Accounts, as requested

• Statements and/or approved letters to patients, as appropriate

• Apply appropriate follow-up work events for Medicare, Medi-Cal, Commercial, Managed Care and other third-party payors

• Investigate and resolve pending Accounts by contacting the insurance carrier, and as necessary, the physician and/or the insured

• Submit documentation necessary for payment to the responsible party, including, but not limited to, claims, itemized statements, pre-certification documents, and referrals

• Retroactive consent form completion

• Respond to patient inquiries related to billing and collection activity on assigned Accounts

• Prepare denied Accounts or episodes for appeal to the appropriate payor

• Monitor remittance advice and rejection rates for prompt payment and resolution of pending Accounts

• Evaluate problems and issues causing rejection or aging of Accounts and recommend solutions

ATTACHMENT B

TO TASK ORDER EXHIBIT C-1

For Billing and Collection Services and RCPR

Accounts Assigned to Contractor

During the Term of this Task Order, the County will assign the Accounts described below to Contractor:

(a) Initial Assignment of Accounts. On the Task Order Effective Date, the County will assign to Contractor all of its inpatient and outpatient third-party Accounts with balances greater than two hundred fifty dollars ($250.00) at day ninety (90) following discharge date or service date, excluding the following financial class codes: D-County Programs, J-Jail, N-County Indigent, U-Undetermined, W-Well Program, and Z-Local/State Fed. All of these Accounts will be worked by the Assigned Personnel located on site at the County. The estimated initial placement of Accounts is approximately $15 million in approximately 9,200 Accounts as shown in Exhibit D.

(b) Continued Assignment of Accounts Greater Than $250.00. After the initial assignment described in (a) above, for a period of six (6) months after the Task Order Effective Date, the County shall assign daily to Contractor all inpatient and outpatient third-party Accounts with balances greater than two hundred fifty dollars ($250.00) at day one hundred twenty (120) following discharge date or service date, excluding the following financial class codes: D-County Programs, J-Jail, N-County Indigent, U-Undetermined, W-Well Program, and Z-Local/State Fed. The foregoing Accounts will be worked by the Assigned Personnel located on site at the County.

ATTACHMENT C

TO TASK ORDER EXHIBIT C-1

For Billing and Collection Services and RCPR

Description of Revenue Cycle Performance Review

1. Overview. The RCPR will consist of a review of the County’s PA, HIM, and PFS departments. The RCPR will identify problematic components of the revenue cycle based on financial data analysis, utilizing Contractor’s proprietary diagnostic tools. The RCPR will also include a review of the current processes in relation to best practice processes.

2. Contractor Responsibilities: The Consultant assigned to the RCPR will be responsible for the following:

(a) Submit the detailed RCPR Data Request Worksheet to the County to be completed and returned prior to the start of the RCPR;

(b) Perform an offsite data analysis using the completed RCPR Data Request Worksheet;

(c) Prepare a benchmark analysis and develop a benefit forecast;

(d) Schedule a one day onsite visit at the County to conduct interviews with the County’s managers for PA, HIM, and PFS departments; and

(e) Provide the County with final executive summary and management action plan (“MAP”) to the County’s management to include recommendations based on the results of the RCPR.

ATTACHMENT D

TO TASK ORDER EXHIBIT C-1

For Billing and Collection Services and RCPR

Initial Assignment of Accounts

EXHIBIT C-2

TASK ORDER

BILLING AND COLLECTION SERVICES

OF LOW BALANCE INSURANCE

1. Term. The Term of this Task Order shall begin on , 2010 (“Task Order Effective Date”) and shall continue for an initial term of twenty-four (24) consecutive months (“Initial Term”); unless (i) earlier terminated in accordance with the Agreement; or (ii) the provisions of Sections 4(c), 4(d), or 5(c) below; or (iii) either party provides the other party with thirty (30) days written notice prior to the end of the Initial Term. The Initial Term is hereby referred as the “Term”.

In addition, in the event that Task Order Exhibit C-1 (“TO C-1”) is terminated for any reason at any time during the Term of this Task Order, Contractor shall have the option to terminate this Task Order Exhibit C-2 (“TO C-2”) by providing thirty (30) days prior written notice to the County.

2. Scope of Services. Contractor will perform the Services described below for the County’s facility, San Mateo Medical Center, consisting of billing, rebilling, follow-up and collection and including the tasks outlined in Attachment A for the County’s accounts receivable described in Attachment B that are assigned to Contractor from the County (“Accounts”). Contractor will provide the number of Assigned Personnel it deems appropriate to provide the Services from a Service Center (Assigned Personnel and Service Center are defined in Exhibit D to the Agreement). The Services are subject to the following:

(a) Length of Time Accounts to be Worked and Defaulted Accounts. All Accounts assigned to Contractor will be worked by Contractor in accordance with Attachment C until the earlier of the following to occur:

(i) the last day of the one hundred twenty (120) day period after the date of the assignment of the Account with Contractor, unless payment arrangements for an Account have already been secured by Contractor;

(ii) the last day of the thirty (30) day period set forth in Section 5(b)(i);

(iii) the last day of the sixty (60) day period described in Section 5(b)(ii); or

(iv) the day that Contractor determines the balance of the Account is not collectible and is therefore a Defaulted Account. For the purposes of this Task Order, a “Defaulted Account” is an Account that Contractor has unsuccessfully sought payment from any third-party payor that is responsible for charges from which the accounts receivable arises and unsuccessfully sought payment from the patient.

(b) Directing Payment on Accounts. Contractor will direct all payments on Accounts to the County. Any payments received by Contractor will be recorded and immediately forwarded to the County.

(c) Establishing Procedures. Contractor will work with the County to establish procedures for Contractor to return bad debts, adjustments and self pay balances, to the County.

(d) Monthly Reports. Contractor will provide the County with monthly management reports that will allow the County to track Contractor’s collection performance under this Task Order.

(e) Limitation of Contractor’s Duties. Contractor’s duties are limited to billing, rebilling, follow-up and collection based on information furnished by the County on the Accounts. Contractor does not take any responsibility for reviewing, correcting or confirming any information furnished by the County.

3. County Responsibilities. In addition to its obligations in the Agreement, the County will provide and perform the following in order for Contractor to perform its obligations under this Task Order:

(a) Billing Information. The County shall provide Contractor with all billing information for the County including, but not limited to, the name of the patient, the date of service, the nature and extent of services provided, patient diagnosis, and any supporting medical and non-medical information necessary to bill such services and to perform the Services. The County shall be responsible for appropriately coding the service provided, and applying the correct MS-DRG, CPT, HCPCS, ICD-9, or other codes associated with the service.

(b) Payment Information. The County will provide Contractor access to copies of any County documentation or information necessary for Contractor to perform the Services, which will include UB04s, CMS 1500s, EOBs, medical records, and certification and/or authorization information.

(c) Interface Development. On or before the Task Order Effective Date, Contractor will have developed and implemented an interface to receive the County’s accounts receivable assignments, payment information, account transactions, demographic information and notes. The County will provide Contractor with all data necessary to properly represent the County’s collection system including, but not limited to, demographic information, financial information, notes and insurance information. Data file(s) will be provided electronically by modem or secure Internet or other media pre-agreed to by both Contractor and the County. Data file(s) provided by the County will preferably be flat ASCII in any format the County chooses. Transmission of cash, adjustments, and charge data will be provided by the County electronically on a daily basis using the agreed to medium. The County will provide Contractor with a daily audit to assure the concurrency of balances between the County and Contractor.

(d) Daily and Weekly Requirements. The County shall provide Contractor with cash posting, charge data, notes, and demographic updates on a daily basis using agreed to electronic protocol and a weekly reconciliation to assure the concurrency of balances between the County’s patient accounting data and Contractor.

(e) Collection System. The County will provide Contractor with the necessary software and hardware at no charge to Contractor to ensure a secure and functioning connection to the County’s collection system (“Collection System”). Access to the Collection System will be provided by the County to Contractor from the Task Order Effective Date until the earlier of either of the following to occur:

(i) the last day of the thirty (30) day period described in Section 5(b)(i); or

(ii) the last day of the sixty (60) day period described in Section 5(b)(ii).

The access will be provided to Contractor by the County each business day and will not be denied for more than two (2) consecutive business days. If any interruption in such access is more than two (2) consecutive business days in duration, the County will arrange for other acceptable access to the Collection System. The County will provide Contractor the name and phone number of a contact to resolve any connection/network problems with the Collection System. The County will pay for any installation and/or maintenance of Contractor’s connection to Collection System, provided that Contractor will be responsible for any additional circuit charges if incurred.

(f) VIP Accounts. The County will notify Contractor of any special instructions regarding handling of its Accounts, such as "VIP" Accounts to be excluded and other instructions it deems necessary to maintain public relations in the community.

(g) Uncollectible Accounts. The County will not knowingly assign any Accounts to Contractor that County has deemed to be uncollectible.

(h) Workspace Requirements. If Contractor deems it necessary for the Assigned Personnel to obtain any information that may be needed for Contractor to secure payment on an assigned Account, County will furnish, at no charge to Contractor, adequate desks and chairs, personal computers, space, telephones, letterhead, envelopes, postage, and other supplies deemed necessary by Contractor to allow one (1) onsite Assigned Personnel to work effectively. All unused supplies and materials will be returned to the County upon the end of such personnel’s tenure at the County.

(i) Designated Employee. The County shall designate a County employee to remove Accounts from the classification of Contractor on the Collection System that Contractor has classified as closed. Contractor will provide the County with an electronic file of the closed Accounts in addition to a weekly and monthly all inclusive paper report.

4. Payments.

(a) Service Fee. On or about the first of each month, Contractor will deliver an invoice to the County for a service fee (the “Service Fee”), which is calculated as nineteen and ninety-seven hundredths percent (19.97%) on all payments or remittances posted by the County on Accounts during the prior month. The Service Fee is due and payable by the County on all such payments or remittances posted by the County commencing day one (1) after assignment of the Account to Contractor and will continue until the earlier of the following to occur:

(i) day one (1) after the Account is placed in a closed status on Contractor’s system;

(ii) the end of the thirty (30) day period described in Section 5(b)(i); or

(iii) the end of the sixty (60) day period described in Section 5(b)(ii).

All invoices are due and payable in accordance with the terms of the Agreement.

(b) Application of the Service Fee. Contractor will apply a Service Fee to all payments and remittances posted by the County (as indicated in the Collection System) on all Accounts for which Contractor is actively pursuing recovery regardless of the resulting or originating balance of the Account. Any corrections in the County postings, or corrections of credit balances, will be posted to Contractor’s collection system. A negative Service Fee may result if the transaction was originally posted with a positive Service Fee for Contractor.

(c) Changes in Service Fee. Contractor will provide the County sixty (60) days prior notice of any increase in the Service Fee. If the proposed increase is not acceptable to the County, the County may terminate this Task Order by providing Contractor with thirty (30) days prior written notice to Contractor. Contractor will continue to work Accounts assigned Contractor prior to the effective date of termination in accordance with Section 5(b)(i).

(d) Initial Placement of Accounts. The Contractor Service Fee is based on the placement amount, financial class mix, aging of Accounts, and number of Accounts. Contractor may adjust the Service Fee percentage if the placement does not meet the minimum criteria described in Section (a) of Attachment B. If the County does not agree with the adjusted percentage, Contractor may terminate this Task Order without penalty by providing the County with written notice. The County warrants that any Accounts placed with Contractor are not currently and have not previously been placed with, or worked by other outside organizations.

5. Other Terms.

(a) Sole Source. Contractor will be the sole source vendor for placement of the Accounts described in Attachment B, other than placement of Defaulted Accounts with the County’s collection agency by the County.

(b) Accounts Assigned Prior to Termination.

(i) Termination by the County for Increase in Service Fee. Upon the termination of this Task Order by the County in accordance with Section 4(c), Contractor will continue to work Accounts assigned to Contractor on or before the effective date of termination for thirty (30) days after the such date. Contractor will invoice and the County will pay the applicable Service Fee on payments and remittances posted by the County on such Accounts during the thirty (30) day period in accordance with Section 4(a). Contractor will return any records on the Accounts to the County at the end of the thirty (30) day period, and upon such return, Contractor shall have no further obligation to the County with respect to such Accounts.

(ii) Termination for any Other Reason. Upon the termination of this Task Order by either party in accordance with the Agreement (other than a termination by the County in accordance with Section 4(c), Contractor shall have the option to continue working Accounts assigned to Contractor on or before the effective date of termination for sixty (60) days after such date. If Contractor chooses to continue to work the Accounts assigned as of the effective date of termination, Contractor will notify the County. Contractor will invoice and the County will pay the applicable Service Fee on payments and remittances posted by the County on such Accounts during the sixty (60) day period in accordance with Section 4(a). Contractor will return any records on the Accounts to the County at the end of the sixty (60) day period, and upon such return, Contractor shall have no further obligation to the County with respect to such Accounts.

(c) Make Whole Cost. In the event that the County terminates this Task Order for any cause (other than a termination for breach) in accordance with Section 4 of the Agreement, the County will pay to Contractor the Make Whole Costs, if any, on or before the effective date of such termination. “Make Whole Costs” are limited to the reasonable, documented expenses to terminate apartment leases and furnishings incurred by Contractor. Make Whole Costs for terminating this Task Order shall not exceed ten thousand dollars ($10,000.00).

ATTACHMENT A

TO TASK ORDER EXHIBIT C-2

For Billing and Collection Services of Low Balance Insurance

Services Tasks

In addition to the Services defined in Section 2 above, the Assigned Personnel will perform the following tasks for the Accounts assigned during the Term of this Task Order to included, but not be limited to:

• Work the backlog of aged Accounts with specific focus on Medi-Cal through project work events

• Determine the status of each Account as it relates to contractual allowance, rejected status, rebilling requirements, responsibility of secondary and tertiary payors, completeness of documentation, accuracy of insurance and demographic information, and accomplish procedures required to obtain payment

• Bill any unbilled Account; correct and resubmit any rejected Account in which payment is due from a payor

• Edit Claims in accordance with payor specific billing requirements and County’s approval

• Late charge billing as deemed appropriate by the County

• UB04 and 1500 secondary and tertiary billing

• UB04 and 1500 rebilling as necessary to secure payment and/or resolution

• Patient detail bills on assigned Accounts, as requested

• Statements and/or approved letters to patients, as appropriate

• Apply appropriate follow-up work events for Medicare, Medi-Cal, Commercial, Managed Care and other third-party payors

• Investigate and resolve pending Accounts by contacting the insurance carrier, and as necessary, the physician and/or the insured

• Submit documentation necessary for payment to the responsible party, including, but not limited to, claims, itemized statements, pre-certification documents, and referrals

• Retroactive consent form completion

• Respond to patient inquiries related to billing and collection activity on assigned Accounts

• Prepare denied Accounts or episodes for appeal to the appropriate payor

• Monitor remittance advice and rejection rates for prompt payment and resolution of pending Accounts

• Evaluate problems and issues causing rejection or aging of Accounts and recommend solutions

ATTACHMENT B

TO TASK ORDER EXHIBIT C-2

For Billing and Collection Services of Low Balance Insurance

Accounts Assigned to Contractor

During the Term of this Task Order, the County will assign the Accounts described below to Contractor:

(a) Assignment of Third-Party Accounts. The County will assign daily to Contractor ongoing placements of all its inpatient and outpatient Third-Party Accounts with balances between five dollars ($5.00) to two hundred fifty dollars ($250.00) at day one (1) following discharge date or service date, excluding the following financial class codes: D-County Programs, J-Jail, N-County Indigent, U-Undetermined, W-Well Program, and Z-Local/State Fed. If Contractor identifies self pay in the assigned third-party balances, Contractor will bill and follow through with the self pay recovery. The estimated initial assignment of Accounts is approximately $2.5 million in approximately 18,500 Accounts.

(b) Assignment of Credit Balance Accounts. The County will assign to Contractor a one-time placement of approximately six hundred (600) credit balance accounts at the County’s balance threshold discretion.

ATTACHMENT C

TO TASK ORDER EXHIBIT C-2

For Billing and Collection Services of Low Balance Insurance

Matrix for working third-party accounts balances $5.00 to $250.00 at time of placement

Contractor will work Accounts utilizing the collection matrix below. Contractor reserves the right to change the collection matrix based upon Contractor’s resolution and Contractor’s collection of payments on assigned Accounts.

EXHIBIT C-3

TASK ORDER

BILLING AND COLLECTION SERVICES

OF SELF PAY

1. Term. The Term of this Task Order shall begin on , 2010 (“Task Order Effective Date”) and shall continue for an initial term of twenty-four (24) consecutive months (“Initial Term”); unless (i) earlier terminated in accordance with the Agreement; or (ii) the provisions of Sections 4(c), 4(d), or 5(c) below; or (iii) either party provides the other party with thirty (30) days written notice prior to the end of the Initial Term. The Initial Term is hereby referred as the “Term”.

2. Scope of Services. Contractor will perform the Services described below for the County’s facility, San Mateo Medical Center, consisting of billing, rebilling, follow-up and collection for the County’s accounts receivable described in Attachment A that are assigned to Contractor from the County (“Accounts”). Contractor will provide the number of Assigned Personnel it deems appropriate to provide the Services from a Service Center (Assigned Personnel and Service Center are defined in Exhibit D to the Agreement). The Services are subject to the following:

(a) Length of Time Accounts to be Worked and Defaulted Accounts. All Accounts assigned to Contractor will be worked by Contractor until the earlier of the following to occur:

(i) the last day of the one hundred twenty (120) day period after the date of the assignment of the Account with Contractor, unless payment arrangements for an Account have already been secured by Contractor;

(ii) the last day of the thirty (30) day period set forth in Section 5(b)(i);

(iii) the last day of the sixty (60) day period described in Section 5(b)(ii); or

(iv) the day that Contractor determines the balance of the Account is not collectible and is therefore a Defaulted Account. For the purposes of this Task Order, a “Defaulted Account” is an Account that Contractor has unsuccessfully sought payment from any third-party payor that is responsible for charges from which the accounts receivable arises and unsuccessfully sought payment from the patient.

(b) Directing Payment on Accounts. Contractor will direct all payments on Accounts to the County. Any payments received by Contractor will be recorded and immediately forwarded to the County.

(c) Establishing Procedures. Contractor will work with the County to establish procedures for Contractor to return bad debts, adjustments and self pay balances, to the County.

(d) Monthly Reports. Contractor will provide the County with monthly management reports that will allow the County to track Contractor’s collection performance under this Task Order.

(e) Limitation of Contractor’s Duties. Contractor’s duties are limited to billing, rebilling, follow-up and collection based on information furnished by the County on the Accounts. Contractor does not take any responsibility for reviewing, correcting or confirming any information furnished by the County.

(f) Scoring and Account Segmentation. Contractor will utilize a third-party service to score qualifying Accounts in order to segregate accounts into discrete segments based upon a patient's propensity to make payment on such Account. Each segment will utilize a unique workflow as described in Attachment B.

3. County Responsibilities. In addition to its obligations in the Agreement, the County will provide and perform the following in order for Contractor to perform its obligations under this Task Order:

(a) Billing Information. The County shall provide Contractor with all billing information for the County including, but not limited to, the name of the patient, the date of service, the nature and extent of services provided, patient diagnosis, and any supporting medical and non-medical information necessary to bill such services and to perform the Services. The County shall be responsible for appropriately coding the service provided, and applying the correct MS-DRG, CPT, HCPCS, ICD-9, or other codes associated with the service.

(b) Payment Information. the County will provide Contractor access to copies of any County documentation or information necessary for Contractor to perform the Services, which will include UB04s, CMS 1500s, EOBs, medical records, and certification and/or authorization information.

(c) Interface Development. On or before the Task Order Effective Date, Contractor will have developed and implemented an interface to receive the County’s accounts receivable assignments, payment information, account transactions, demographic information and notes. The County will provide Contractor with all data necessary to properly represent the County’s collection system including, but not limited to, demographic information, financial information, notes and insurance information. Data file(s) will be provided electronically by modem or secure Internet or other media pre-agreed to by both Contractor and the County. Data file(s) provided by the County will preferably be flat ASCII in any format the County chooses. Transmission of cash, adjustments, and charge data will be provided by the County electronically on a daily basis using the agreed to medium. The County will provide Contractor with a daily audit to assure the concurrency of balances between the County and Contractor.

(f) Daily and Weekly Requirements. The County shall provide Contractor with cash posting, charge data, notes, and demographic updates on a daily basis using agreed to electronic protocol and a weekly reconciliation to assure the concurrency of balances between the County’s patient accounting data and Contractor.

(g) Collection System. The County will provide Contractor with the necessary software and hardware at no charge to Contractor to ensure a secure and functioning connection to the County’s collection system (“Collection System”). Access to the Collection System will be provided by the County to Contractor from the Task Order Effective Date until the earlier of either of the following to occur:

(i) the last day of the thirty (30) day period described in Section 5(b)(i); or

(ii) the last day of the sixty (60) day period described in Section 5(b)(ii).

The access will be provided to Contractor by the County each business day and will not be denied for more than two (2) consecutive business days. If any interruption in such access is more than two (2) consecutive business days in duration, the County will arrange for other acceptable access to the Collection System. The County will provide Contractor the name and phone number of a contact to resolve any connection/network problems with the Collection System. The County will pay for any installation and/or maintenance of Contractor’s connection to Collection System, provided that Contractor will be responsible for any additional circuit charges if incurred.

(f) VIP Accounts. the County will notify Contractor of any special instructions regarding handling of its Accounts, such as "VIP" Accounts to be excluded and other instructions it deems necessary to maintain public relations in the community.

(g) Uncollectible Accounts. the County will not knowingly assign any Accounts to Contractor that the County has deemed to be uncollectible.

(h) Workspace Requirements. If Contractor deems it necessary for the Assigned Personnel to obtain any information that may be needed for Contractor to secure payment on an assigned Account, the County will furnish, at no charge to Contractor, adequate desks and chairs, personal computers, space, telephones, letterhead, envelopes, postage, and other supplies deemed necessary by Contractor to allow one (1) onsite Assigned Personnel to work effectively. All unused supplies and materials will be returned to the County upon the end of such personnel’s tenure at the County.

(i) Designated Employee. The County shall designate a County employee to remove Accounts from the classification of Contractor on the Collection System that Contractor has classified as closed. Contractor will provide the County with an electronic file of the closed Accounts in addition to a weekly and monthly all inclusive paper report.

4. Payments.

(a) Service Fee. On or about the first of each month, Contractor will deliver an invoice to the County for a service fee (the “Service Fee”), which is calculated as six and eighty-one hundredths percent (6.81%) on all payments or remittances posted by the County on Accounts during the prior month. The Service Fee is due and payable by the County on all such payments or remittances posted by the County commencing day one (1) after assignment of the Account to Contractor and will continue until the earlier of the following to occur:

(i) day one (1) after the Account is placed in a closed status on Contractor’s system;

(ii) the end of the thirty (30) day period described in Section 5(b)(i); or

(iii) the end of the sixty (60) day period described in Section 5(b)(ii).

All invoices are due and payable in accordance with the terms of the Agreement.

(b) Application of the Service Fee. Contractor will apply a Service Fee to all payments and remittances posted by the County (as indicated in the Collection System) on all Accounts for which Contractor is actively pursuing recovery regardless of the resulting or originating balance of the Account. Any corrections in County postings, or corrections of credit balances, will be posted to Contractor’s collection system. A negative Service Fee may result if the transaction was originally posted with a positive Service Fee for Contractor.

(c) Changes in Service Fee. Contractor will provide the County sixty (60) days prior notice of any increase in the Service Fee. If the proposed increase is not acceptable to the County, the County may terminate this Task Order by providing Contractor with thirty (30) days prior written notice to Contractor. Contractor will continue to work Accounts assigned Contractor prior to the effective date of termination in accordance with Section 5(b)(i).

(d) Initial Placement of Accounts. The Contractor Service Fee is based on the placement amount, financial class mix, aging of Accounts, and number of Accounts. Contractor may adjust the Service Fee percentage if the placement does not meet the minimum criteria described in Section (a) of Attachment A. If the County does not agree with the adjusted percentage, Contractor may terminate this Task Order without penalty by providing the County with written notice. The County warrants that any Accounts placed with Contractor are not currently and have not previously been placed with, or worked by other outside organizations.

5. Other Terms.

(a) Sole Source. Contractor will be the sole source vendor for placement of the Accounts described in Attachment A, other than placement of Defaulted Accounts with the County’s collection agency by the County.

(b) Accounts Assigned Prior to Termination.

(i) Termination by the County for Increase in Service Fee. Upon the termination of this Task Order by the County in accordance with Section 4(c), Contractor will continue to work Accounts assigned to Contractor on or before the effective date of termination for thirty (30) days after the such date. Contractor will invoice and the County will pay the applicable Service Fee on payments and remittances posted by the County on such Accounts during the thirty (30) day period in accordance with Section 4(a). Contractor will return any records on the Accounts to the County at the end of the thirty (30) day period, and upon such return, Contractor shall have no further obligation to the County with respect to such Accounts.

(ii) Termination for any Other Reason. Upon the termination of this Task Order by either party in accordance with the Agreement (other than a termination by the County in accordance with Section 4(c), Contractor shall have the option to continue working Accounts assigned to Contractor on or before the effective date of termination for sixty (60) days after such date. If Contractor chooses to continue to work the Accounts assigned as of the effective date of termination, Contractor will notify the County. Contractor will invoice and the County will pay the applicable Service Fee on payments and remittances posted by the County on such Accounts during the sixty (60) day period in accordance with Section 4(a). Contractor will return any records on the Accounts to the County at the end of the sixty (60) day period, and upon such return, Contractor shall have no further obligation to the County with respect to such Accounts.

(c) Make Whole Cost. In the event that the County terminates this Task Order for any cause (other than a termination for breach) in accordance with Section 4 of the Agreement, the County will pay to Contractor the Make Whole Costs, if any, on or before the effective date of such termination. “Make Whole Costs” are limited to the reasonable, documented expenses to terminate apartment leases and furnishings incurred by Contractor. Make Whole Costs for terminating this Task Order shall not exceed ten thousand dollars ($10,000.00).

ATTACHMENT A

TO TASK ORDER EXHIBIT C-3

For Billing and Collection Services of Self Pay

Accounts Assigned to Contractor

During the Term of this Task Order, the County will assign the Accounts described below to Contractor:

(a) Assignment of Self Pay Accounts. The County will assign daily to Contractor ongoing placements of all its inpatient and outpatient Self Pay Accounts, excluding the following financial class codes: N-County Indigent, and U-Undetermined; with balances five dollars ($5.00) and above at day one (1) following discharge date or service date, or resolution of third-party balances; and day one (1) following payment date by primary and/or secondary insurance. If Contractor identifies third-party insurance in assigned self pay balances, Contractor will bill and follow through with the insurance recovery. The estimated initial assignment of Accounts is approximately $9.4 million in approximately 8,200 Accounts.

ATTACHMENT B

TO TASK ORDER EXHIBIT C-3

For Billing and Collection Services of Self Pay

Sample Self Pay Segmentation Work Matrix

EXHIBIT D

COUNTY’S RIGHTS

1. Defined Terms:

(a) “Assigned Personnel” means employees and subcontractors of Contractor who are assigned to contact patients and/or payors on behalf of County in connection with County’s accounts receivable and the employees of Contractor who supervise them, without regard to whether such personnel are present at County facilities or are providing the Services from a Service Center.

(b) “Policies” means the County’s facility, San Mateo Medical Center’s policies and procedures that govern the contacts on behalf of County by the Assigned Personnel. The Policies as of the Effective Date are set forth in Attachment 1 to this Exhibit D. County will provide Contractor with updates to the Policies in a timely manner.

(c) “Service Center” means any facility (other than a facility owned, operated or otherwise provided by County) used by Contractor to contact County patients and payors.

2. Policies Governing Contacts. County and Contractor agree that the Policies set forth in Attachment 1 to this Exhibit D will govern contacts on behalf of County by the Assigned Personnel. In the event that County desires to change the Policies, County will consult with Contractor regarding the proposed changes. Following such consultation, Contractor will make such changes in the Policies as may be reasonably requested by County (unless Contractor reasonably believes that such change would result in a violation of law).

3. Rights with Respect to Assigned Personnel. At the request of County, representatives of County will have the right to interview any and all of the Assigned Personnel and/or prospective Assigned Personnel. If County requests, after consultation with Contractor, that one or more of the Assigned Personnel be removed from a position contacting County’s patients and/or payors, Contractor will promptly remove such Assigned Personnel (unless Contractor reasonably believes that such removal has been requested for reasons that would result in a violation of law).

4. Rights to Approve Materials. Contractor will provide County, at least five business days (or such shorter time as Contractor and County agree) prior to use, with copies of (i) forms of correspondence to be used by Assigned Personnel to communicate with County’s patients and payors and (ii) scripts to be used to by Assigned Personnel to contact County’s patients and payors. In the event that County desires to change any form of correspondence or any script, County will consult with Contractor regarding the proposed changes.

5. Rights of Inspection and Monitoring. Contractor will provide County with the opportunity to monitor contacts made by the Assigned Personnel with County’s patients and payors, which rights will include the following:

(a) Inspection of Service Centers. Upon reasonable notice and at reasonable times (including any times during which Assigned Personnel are scheduled to be contacting County’s patients and/or payors), Contractor will permit County to inspect its operations at any Service Center, subject to reasonable measures taken by Contractor to protect the confidentiality of information relating to its other customers.

(b) Inspection of Records. Upon reasonable notice, Contractor will provide County with access to all records of Contractor relating to County’s receivables, including all paper records and records maintained on Contractor’s computer systems relating to contacts with County’s patients and payors.

(c) Monitoring Onsite Personnel. With respect to Assigned Personnel working at any facility owned, operated or otherwise provided by County for use by the Assigned Personnel, County shall have the right to monitor calls made on behalf of the County either in person or through the use of County’s monitoring equipment.

(d) Monitoring Service Center Operations. In addition to the rights of inspection set forth in Section 5(a), Contractor shall make available to County access to Contractor’s equipment to monitor calls being made from the Service Center on behalf of County under this Agreement. Contractor shall make such access available at such times as the Assigned Personnel are contacting County’s patients and payors.

6. Control of Assigned Personnel; Employment Relationship. Contractor and County agree that (i) the Assigned Personnel are to act as if they were employees of County with respect to their interactions with patients and payors of County and (ii) the purpose of this Section 6 is to give County the same degree of control over the Assigned Personnel with respect to contacts with County’s patients and payors as County has over its own employees engaged in such contacts. With respect to all other matters, Contractor shall have complete control of all of its employees. Notwithstanding any other provision of this Agreement, the Assigned Personnel shall be employees of Contractor and shall not be employees of County. Contractor shall be solely responsible for payroll, tax withholding, employee benefits, and all other matters related to the employment of the Assigned Personnel. Contractor shall indemnify and hold County harmless for any and all losses that may be incurred by County in the event that the Assigned Personnel are deemed to be employees of County.

ATTACHMENT 1

To

EXHIBIT D

POLICIES

(Please attach the County’s facility, San Mateo Medical Center’s
Patient Credit & Collection Policies)

EXHIBIT E

HIPAA and HITECH ACT Obligations

Any capitalized terms used in this Exhibit E that are not defined herein shall have the meaning ascribed to them in Health Insurance Portability and Accountability Act of 1996 as contained in 45 CFR parts 160, 162 and 164 (“HIPAA”) and Subtitle D (Privacy) of Title XIII of Division A and Section 4104(b) of Title IV of Division B of the American Recovery and Reinvestment Act of 2009 (the “HITECH Act”).

In order for Perot Systems Revenue Cycle Solutions, Inc. (“Contractor”) to provide Services to County of San Mateo (“County”) under the Agreement that require access to Protected Health Information, the parties agree to the following terms related to the HIPAA federal privacy regulations contained in 45 C.F.R. parts 160 and 164 (“HIPAA Privacy Regulations”), the HIPAA federal security standards contained in 45 C.F.R. parts 160 and 164 (“HIPAA Security Regulations”), the HIPAA federal standards for electronic transactions contained in at 45 C.F.R. parts 160 and 162 (“HIPAA Transaction Regulations”) and the HITECH Act.

1. Contractor is permitted to use and disclose Protected Health Information received or created by Contractor from or on behalf of County (“PHI”) as required to perform its obligations under the Agreement. Contractor may also (a) use PHI for the proper management and administration of Contractor or to carry out the legal responsibilities of Contractor; and (b) disclose PHI for the proper management and administration of Contractor or to carry out the legal responsibilities of Contractor if (i) the disclosure is Required by Law; or (ii) Contractor obtains reasonable written assurances from the person to whom it disclosed the PHI that it will remain confidential and used or further disclosed only as Required by Law or for the purpose for which it was disclosed to the person, and the person notifies Contractor of any instances of which it is aware in which the confidentiality of the PHI has been breached.

2. Contractor shall use and disclose PHI only as permitted or required by the Agreement (including this Exhibit E) or as Required by Law.

3. Contractor may disclose PHI to its agents, subcontractors and representatives solely for those purposes set forth in Section 1 of this Exhibit E only if such agents, subcontractors and representatives

agree in writing to be bound by and comply with restrictions and conditions that are substantially similar in all material respects to the restrictions and conditions regarding PHI that apply through this Exhibit E to Contractor. If Contractor uses its affiliates to provide any of the services, Contractor is not required to obtain written assurances from such affiliates or its employees; provided, however, Contractor shall be responsible for any actions or inactions of such affiliates and their employees in violation of Contractor’ obligations under this Exhibit E.

4. When Contractor has possession of PHI, is accessing PHI, or is transmitting Electronic PHI, it shall (a) use appropriate safeguards as required by the HIPAA Privacy Regulations to prevent the use or disclosure of PHI otherwise than as permitted or required under this Exhibit E; and (b) with respect to Electronic PHI, implement administrative, physical and technical safeguards that reasonably and appropriately protect the confidentiality, integrity and availability of Electronic PHI as required by, and as more specifically set forth in, the HIPAA Security Regulations. Notwithstanding the foregoing, when Contractor is present at a facility of County or its affiliates or is accessing or utilizing a system owned, leased or licensed by County or its affiliates (“County Systems”), Contractor will comply with County’s standard safeguards to prevent the use or disclosure of PHI (including County’s standard administrative, physical and technical safeguards to protect the confidentiality, integrity and availability of Electronic PHI) applicable to such County facility or such County System, provided County has given Contractor prior notice of such safeguards in writing or in the same manner as County provides notice of such safeguards to its own employees and other contractors.

5. Contractor shall report to County (a) any use or disclosure of PHI by Contractor in violation of its obligations under this Exhibit E of which it becomes aware; and (b) any Security Incident relating to Electronic PHI of which it becomes aware. “Security Incident” does not include trivial incidents that occur on a frequent basis, such as scans, “pings” or unsuccessful attempts to penetrate computer networks or servers. Beginning on the compliance date of 45 C.F.R. § 164.410, Contractor shall, following the discovery of a Breach of Unsecured PHI, notify Covered Entity of such Breach in accordance with such Section 164.410.

6. Contractor shall make its internal practices, books and records relating to the use and disclosure of PHI available to the Secretary, in a time and manner designated by the Secretary, for purposes of the Secretary determining County’s compliance with HIPAA.

7. Contractor and County agree that the Services under the Agreement will not involve Contractor maintaining any PHI.

8. Contractor shall document disclosures of PHI it makes and information related to such disclosures as would be required for County to respond to a request by an Individual for an accounting of such disclosures in accordance with 45 CFR § 164.528; provided, however, with respect to disclosures made at the request of County or by Contractor as part of the services under the Agreement or; County shall provide Contractor with notice of the requirement to document such disclosures and access to the system it utilizes to record and track disclosures required by 45 CFR § 164.528, and Contractor will use such system to track such disclosures. Upon Contractor’ receipt of written notice from County that County has received a request for an accounting of disclosures of PHI regarding an Individual, Contractor shall make available to County the information collected by it as described above to permit County to respond to such request in accordance with 45 CFR § 164.528.

9. As described in 45 C.F.R. § 164.502(b)(1), when using or disclosing PHI or when requesting PHI from County (except for the uses and disclosures described in 45 C.F.R. § 164.502(b)(2)), Contractor will make reasonable efforts to limit PHI to the minimum necessary to accomplish the intended purpose of the use, disclosure, or request. Contractor shall be treated as being in compliance with 45 C.F.R. § 164.502(b)(1) with respect to the use, disclosure, or request of PHI described in such section, only if Contractor limits such PHI, to the extent practicable, to the limited data set (as defined 45 C.F.R. § 164.514(e)(2)) or, if needed by Contractor, to the minimum necessary to accomplish the intended purpose of such use, disclosure, or request, respectively.

10. Contractor shall mitigate, to the extent practicable, any harmful effect that is known to it of a use or disclosure of PHI by Contractor in violation of its obligations set forth in this Exhibit E.

11. County shall obtain and maintain such consents, authorizations and/or permissions, if any, as may be necessary or required under HIPAA or other local, state or federal laws or regulations to permit County to disclose PHI to Contractor in order for Contractor to use and disclose PHI as required or permitted under this Exhibit E. County shall promptly inform Contractor in writing as soon as County becomes aware of any modifications to, restrictions on, defects in, or revocation or other termination of effectiveness of, any such consent, authorization or permission, to the extent any such modifications, restrictions, defects, revocations or terminations affect Contractor’ permitted or required uses and disclosures of PHI specified in this Exhibit E.

12. County shall notify Contractor in writing of any limitation(s) in its notice of privacy practices in accordance with 45 CFR § 164.520, to the extent any such limitations affect Contractor’ permitted or required uses and disclosures of PHI specified in this Exhibit E.

13. County shall notify Contractor in writing of any restriction(s) to the use or disclosure of PHI that County has agreed to in accordance with 45 CFR § 164.522, to the extent any such restrictions affect Contractor’ permitted or required uses and disclosures of PHI specified in this Exhibit E.

14. To the extent the services involve Contractor assisting County in conducting electronic transactions governed by the HIPAA Transaction Regulations, unless otherwise set forth in the Agreement or instructed by County, Contractor shall not: (a) change the definition, data, condition, or use of a data element or segment in a standard as required by 45 CFR § 162.915; (b) add any data elements or segments to the maximum defined data set as required by 45 CFR § 162.915; (c) use any code or data elements that are either marked “not used” in the standard’s implementation specification or are not in the standard’s implementation specification(s) as required by 45 CFR § 162.915; or (d) change the meaning or intent of the standard’s implementation specification(s) as required by 45 CFR § 162.915.

15. This Exhibit E shall commence on the Effective Date and shall automatically terminate on the expiration or termination of the Agreement.

16. If Contractor commits a material breach of its obligations in this Exhibit E, County may (a) terminate the Agreement (and this Exhibit E) by providing Contractor prior written notice if Contractor fails to cure such breach within 30 days of its receipt of written notice from County specifying the nature of such breach; (b) immediately terminate the Agreement (and this Exhibit E) by providing Contractor prior written notice if a cure of such breach is not possible; or (c) report such breach to the Secretary if termination of the Agreement is not feasible.

17. As required by Section 13404(b) of the HITECH Act, upon Contractor knowledge of a material breach of County’s obligations set forth in this Exhibit by County, its affiliates or their respective employees, subcontractors, agents or representatives, Contractor may (a) terminate the Agreement (and this Exhibit) by providing County prior written notice if County fails to cure such breach within thirty (30) days of its receipt of written notice from Contractor specifying the nature of such breach; (b) immediately terminate the Agreement (and this Exhibit) by providing County prior written notice if a cure of such breach is not possible; or (c) report such breach to the Secretary if termination of the Agreement is not feasible.

18. Upon the termination of this Exhibit E for any reason, Contractor shall return or destroy all PHI in the possession of Contractor, its affiliates or their respective subcontractors; and neither Contractor, nor its affiliates or their respective subcontractors shall retain copies of such PHI; provided, however, if returning or destroying such PHI is infeasible, (a) Contractor shall provide County notification of the conditions that make return or destruction infeasible; and (b) Contractor shall extend the protections of this Exhibit E to such PHI and limit further uses and disclosures of such PHI to those purposes that make the return or destruction infeasible for so long as such PHI is maintained by Contractor.

19. The references to the provisions and sections of HIPAA and the HITECH Act in this Exhibit E specifically refer to such provisions and sections as of the Effective Date, and do not include any amendments or changes to such provisions or sections enacted after the Effective Date or any guidance issued by a governmental entity after the Effective Date of the Agreement (including guidance issued pursuant to the HITECH Act). If any final amendments to HIPAA are enacted, or any guidance issued, after the Effective Date of the Agreement, to the extent such amendments or guidance require modifications to the then-current HIPAA compliance obligations of County or Contractor under this Exhibit E, County and Contractor agree to promptly meet and negotiate in good faith to mutually agree on such modifications. Any material modifications to Contractor’ obligations under this Exhibit E may include changes in financial terms as reasonably required to support such cost of compliance.

20. This Exhibit E (a) constitutes an amendment to, and is incorporated into, the Agreement; and (b) is subject to the terms and conditions of the Agreement; provided, however, if there is any conflict between the terms of this Exhibit E and the terms of the Agreement with respect to the matters covered in this Exhibit E, the terms of this Exhibit E shall control.

EXHIBIT F-1

Sample Executive Management Reports

Please see attached sample onsite executive management reports.

EXHIBIT F-2

Sample Executive Management Reports

Please see attached sample EBO executive management reports.