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HomeMy WebLinkAboutAgreements/Contracts - GRISK19-099 CUSTOMER AGREEMENT GENERAL TERMS AND CONDITIONS THIS CUSTOMER AGREEMENT (this "Agreement") by and between Change Healthcare Solutions, LLC, ("Company"), and Grant Integrated Services ("Customer") consists of the terms and conditions set forth below (the "General Terms and Conditions") and those set forth in the applicable Schedules hereto. For adequate consideration, the receipt of which is hereby acknowledged, each of Company and Customer, intending to be legally bound, mutually agree to the following terms and conditions: 1. Definitions. For all purposes of this Agreement, the following terms shall have the following meanings: 1.1 "Affiliate" shall mean any entity owned or controlled by, under common ownership or control with, or which owns or controls either party to this Agreement or any of its subsidiaries. 1.2 "Effective Date" shall mean the date this document is signed by Company. 1.3 "Facilities" shall mean the Customer or Affiliate owned or operated facilities listed in Schedule C. 1.4 "IP" shall mean the Products, Services and Materials provided hereunder. 1.5 "Materials" shall mean all specifications and written materials (including but not limited to any and all training materials, designs and design documents, information manuals, and all other documentation) provided to Customer by Company with respect to the Products and Services provided hereunder. 1.6 "Payers" shall mean those entities that receive Transactions submitted by Customer through the Services, as identified from time to time by Company. 1.7 "Products" shall mean all equipment, hardware, firmware, Software and other applications, and all modifications, updates, enhancements, or replacements for any of the foregoing, furnished to Customer by Company hereunder. Each Product selected by Customer and the pricing related thereto shall be set forth on a Schedule A attached hereto. 1.8 "Services" shall mean the eligibility verification, claims management and other practice management services performed by Company or one of its Affiliates from time to time for Customer through use of the Products. 1.9 "Software" shall mean those computer software programs (whether in source or object code form) to be provided by Company hereunder. 1.10 "Transactions" shall mean batch and real-time healthcare transactions submitted by Customer to Company for transmission to a Payer, whether or not a Payer accepts or favorably adjudicates such transactions. 2. Right to Use the Products and the Services. Subject to the terms and conditions of this Agreement, Company grants to Customer a non-exclusive and non -transferable license for the term of this Agreement to use the specified Products and Services, including the machine readable object code version of the Software, if applicable, only at the designated Facilities for the internal use of Customer for the processing of patient information and development of data with respect to Payers. This license grant to Customer also includes the right to use the Materials at the Facilities solely to assist Customer in its use of the Products and Services. No rights are granted to the IP except as explicitly set forth in this Agreement. Customer may make a reasonable number of copies of the Software, if applicable, only for backup and archival purposes. Customer shall not remove any of Company's copyright, trademark, or other confidentiality notices from the Software or Materials. Notwithstanding the above, if any Product selected by Customer involves the purchase of equipment, the terms of such purchase shall be set forth in the applicable Schedule A. 3. Installation and Training. Company shall install the Software on equipment at the specified Facilities, if applicable, or otherwise implement the Products and the Services in accordance with a mutually agreed upon schedule and plan. Customer agrees to supply the minimum requirements for the Software, Products and Services selected hereunder, as set forth on the applicable Schedule B hereto. Company shall also provide Customer with the Materials in the form provided to other licensed users and with such user training as is provided to other licensed users under the same terms and conditions. 4. Maintenance and Support. Company shall provide reasonable ongoing technical support through telephone consultations with respect to the Products and the Services, and shall provide a local or toll-free telephone number for access to Company's technical support facility for this purpose. Company shall be the sole source of maintenance and/or support services for the Products and the Services. Customer shall be responsible for the day-to-day operation of the Software, if applicable, and acquiring, operating, and maintaining in good working order the computer hardware, software, and peripheral equipment used in conjunction with and/or necessary for the operation of the Software and/or the Services. Company shall have no responsibility for any costs incurred in connection with modifications or enhancements to Customer's system necessary for implementing Customer's interface with the Products or the Services or in connection with Customer's use of the Services, unless otherwise expressly set forth in a Schedule hereto. Company may from time to time in its sole discretion, without liability to Customer, revise, modify, update or replace any Products or Services in whole or in part, provided the Products and Services are not adversely affected in any material manner and Company notifies Customer of any such event with reasonable promptness after determining that such event will occur. Company shall furnish Customer with appropriate Materials in connection therewith in a manner reasonably calculated to allow implementation and testing by Customer before the effective date of such event. 5. Fees. 5.1 Customer agrees to pay Company for the Products and Services and any other monies due Company pursuant to this Agreement in accordance with the pricing for each Product and Service set forth on any applicable Schedule A hereto. One-time fees are due and payable upon execution of this Agreement. Customer will be billed for monthly fees commencing on the earlier of completion of implementation or 180 days following execution of this Agreement. Payment is due within thirty (30) days after receipt of invoice. Company reserves the right to suspend use of the Services if undisputed past due invoices are not remedied within ten (10) days following oral or written notice by Company, and all costs of collection, including reasonable attorneys' fees, shall be paid by Customer. The fees, charges and financial terms of this Agreement are subject to increase or modification by Company no more than once each calendar year during the term of this Agreement upon no less than thirty (30) days prior notice; provided, however, that Company may modify the fees, charges and financial terms each calendar year by up to three percent without notice to Customer. Notwithstanding anything else to the contrary herein, the prices set forth in Schedule A for Print and Mail Claims, if applicable, shall be increased by the amount of any single -piece rate or presort rate increases by the United States Postal Service (USPS) from time to time, effective as of the date the USPS postage rate change is placed into effect. Any such increase shall be reflected in Company's monthly invoice to Customer. 5.2 Notwithstanding the foregoing, Company shall be entitled at any time without prior notice to pass through any access fees and/or increase in communications tariffs related to the Services, including, without limitation, government -imposed access fees, fees resulting from changes in regulation or statute, any third party -imposed access fees, or any other fees assessed against Company and outside of Company's reasonable control. Company shall make available to Customer upon request documentation relating to such pass-through fees in connection with the Services. 5.3 Customer shall be responsible for any taxes or charges however called, including but not limited to any registration fees, assessments, sales, use, personal property, ad valorem, stamp, documentary, excise, telecommunication and other taxes (excluding any taxes imposed on Company's income) imposed by any federal, state or local government or regulatory authority with respect to the performance of the Services or delivery of the Products or the Materials by Company pursuant to this Agreement, whether such is imposed now or later by the Revenue Performance Advisor Customer Agreement 2016 Page 1 applicable authority, even if such imposition occurs after the receipt or use by Customer of the applicable IP, the invoicing by Company for the applicable IP, or the termination of this Agreement. If Customer is tax-exempt, Customer must submit with this Agreement evidence of its tax- exempt status. 6. Customer Obligations. 6.1 Customer agrees to transmit Transactions through the Services, if applicable, only in accordance with the requirements, procedures, data element standards, formats, codes, protocols and edits set forth in the then applicable companion guides and Materials. 6.2 Customer shall promptly report to Company any performance problems related to the Products and the Services, including a description of the circumstances surrounding their occurrence. 6.3 Customer shall execute any and all applicable documents and comply with any and all applicable procedures, rules and regulations which Company, the applicable Payer, or applicable law may require for transmission by Company of Transactions to such Payer's system, including without limitation, rules governing record retention, non-discrimination, and error resolution as promulgated by the Services, American Express, MasterCard, VISA, the settlement bank, and insurance carriers, each as amended from time to time. Customer also shall adhere to such rules and regulations as are required by governmental agencies having jurisdiction, including the Department of Health and Human Services ("HHS"). Customer shall provide all supporting documents requested by Company necessary to comply with said rules and regulations. In furtherance thereof, if submitting eligibility Transactions to State Medicaid programs, Customer hereby agrees to the following: (a) access to eligibility information shall be restricted to the sole purpose of verification of Medicaid eligibility where Medicaid payment for medical services has been requested by authorized parties or where otherwise permitted by federal or state statute or regulation; (b) verification of eligibility under the system is not a guarantee of payment, and the records as to the recipient's eligibility status shall be the final authority; (c) Customer indemnifies and holds harmless each State, its agents and employees, from any and all claims by such Customer or any recipient who is aggrieved by the actions of Customer hereunder; (d) Customer is an approved Medicaid provider in each State to which it submits eligibility Transactions, and has supplied its correct Provider Identification Number for each such State on the signatory page hereto; and (e) Customer agrees to abide by the Federal and State regulations regarding confidentiality of information. 6.4 Customer hereby appoints Company as its attorney-in-fact for the limited purpose of using the information Customer provides to submit electronic Transactions and/or sign hard copy (paper) Transactions on Customer's behalf to third -party Payers or processors, including but not limited to commercial insurers, Medicare, Medicaid, and government agencies, and, where appropriate, agencies or carriers covering work-related accident or illness benefits, where Customer's signature is required for Transaction processing. Customer acknowledges that Company is not responsible for the content or adjudication of any insurance claim, and Customer retains all liability on such claims and agrees to indemnify and hold Company harmless on account of all such claims, including the reconciliation or adjustment of any claim. 6.5 Customer shall only submit Transactions to the Services on behalf of physicians or suppliers that have executed appropriate written authorizations for such submission, and a true copy of such authorization shall be furnished to Company upon request. Customer shall maintain each claim, if applicable, for a period of 72 months in such manner as to assure that such claim can be associated or identified with a claim form from the applicable physician or supplier. 6.6 Customer shall retain records relative to Customer's use of the Services in accordance with sound business practices, and Company may request access during normal business hours upon reasonable advance notice to such records as are reasonably necessary to examine Customer's compliance with its obligations hereunder. 7. Proprietary Rights and Confidentiality 7.1 Customer acknowledges and agrees that the IP and all intellectual property rights (including, without limitation, trademark, copyright, patent, trade secrets and confidential information rights) derived from the Products, Materials or the performance of the Services, and all derivative works of the IP (including, without limitation, data compilations, abstracts, aggregations and statistical summaries), and all information regarding the foregoing (including but not limited to technology and know-how information) and all copies of the foregoing, regardless of by whom prepared, are the confidential property and trade secrets of Company and "Confidential Information" of Company subject to Section 7.2 of this Agreement, whether or not any portion thereof is or may be validly trademarked, copyrighted or patented. All proprietary rights in and to the foregoing shall remain vested in Company or its licensor, except for the limited license rights granted Customer pursuant to this Agreement. Customer will make no attempt to ascertain the circuit diagrams, source code, schematics, logic diagrams, components, operation of, or otherwise attempt to decompile or reverse engineer, or copy, modify, transfer or prepare any derivative works from, the IP, except as specifically authorized by Company in writing or as otherwise provided herein. Customer shall reasonably cooperate with Company in any claim or litigation against third parties that Company may determine to be appropriate to enforce its property rights respecting the IP. The breach or threatened breach by Customer of any provision of this Article 7 will subject Customer, at Company's option, to the immediate termination of all Customer's rights hereunder, and Company shall be entitled to seek an injunction restraining such breach without limiting Company's other remedies for such breach or threatened breach, including recovery of damages from Customer. 7.2 Each party shall retain in confidence and not disclose to any other person, except in confidence and in accordance with this Section 7.2, any of the terms of this Agreement, and any and all confidential or proprietary information and materials of the other party. All of the foregoing are hereinafter referred to as "Confidential Information"; provided, however, Confidential Information shall not include information which (a) is or becomes generally available to the public other than as a result of a wrongful disclosure by the recipient, (b) was in the recipient's possession and not known to be the Confidential Information of the other party prior to its disclosure to the recipient by the other party, (c) was independently developed by the recipient, or (d) was disclosed by another entity without restriction and where neither party is aware of any violation of the confidential information rights of the other party. Confidential Information of the other party shall not be disclosed, in whole or in part, to any person other than in confidence to one for whom such knowledge is reasonably necessary for purposes of this Agreement, and then only to the degree such disclosure is so necessary, and only if the recipient has agreed in writing to maintain the confidentiality of such information. Each party shall hold the Confidential Information of the other in confidence and protect the same with at least the same degree of care with which it protects is own most sensitive confidential information, but in any event, no less than reasonable care. 7.3 If a party is required by judicial, administrative or other governmental order to disclose any Confidential Information of the other party, it shall promptly notify the other party prior to making any such legally required disclosure and provide reasonable cooperation in order to allow such party to seek a protective order or other appropriate remedy prior to complying with such order. 7.4 All media releases, public announcements or other public disclosures by either party or its employees or agents relating to this Agreement or its subject matter, including without limitation, promotional or marketing materials, shall be coordinated with and approved by the other party prior to release, but this restriction shall not apply to any disclosure solely for internal distribution by either party or any disclosure required by legal, accounting or regulatory requirements. 7.5 The parties acknowledge and agree that the proper use and disclosure of Protected Health Information, as defined by the Health Insurance Portability and Accountability Act of 1996, as amended, and the regulations promulgated thereunder, in connection with the performance of the Services hereunder shall be governed by that Business Associate Agreement attached hereto as Schedule D, which the parties shall execute simultaneously herewith. Revenue Performance .Adv isor Customer Agreement 2016 Page 2 8. Representations and Warranties. Company represents and warrants that the Products and Services provided hereunder shall be provided (i) without material defect and (ii) in a professional and workmanlike manner. In the event that a documented and reproducible flaw inconsistent with this warranty is discovered, Company's sole responsibility shall be to use commercially reasonable efforts to correct such flaw in a timely manner. This warranty does not apply to (i) any media or documentation which has been subjected to damage or abuse; (ii) any claim resulting in whole or in part from changes in the operating characteristics of computer hardware or computer operating systems made after the release of the applicable Product or Service; (iii) any claim resulting from problems in the interaction of the Products and/or the Services with non -Company software or equipment; (iv) any claim resulting from a breach by Customer of any of its obligations hereunder; or (v) errors or defects caused by Customer, its agents, contractors, employees or any third party not controlled by Company. 9. Limitations of Liability. 9.1 COMPANY'S REPRESENTATIONS AND WARRANTIES ARE THOSE SET FORTH IN ARTICLE 8 OF THIS AGREEMENT. COMPANY DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE. COMPANY DOES NOT GUARANTEE THE PAYMENT OR THE TIMING OF PAYMENT OF ANY CLAIMS SUBMITTED THROUGH THE SERVICES. PAYMENT REMAINS THE RESPONSIBILITY OF THE PARTICULAR PAYER OF HEALTH CARE SERVICES AND/OR SUPPLIER TO WHICH THE CUSTOMER IS SUBMITTING. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. COMPANY'S AGGREGATE LIABILITY TO CUSTOMER UNDER THIS AGREEMENT AND WITH RESPECT TO THE IP FURNISHED HEREUNDER (WHETHER UNDER CONTRACT, TORT, OR ANY OTHER THEORY OF LAW OR EQUITY) SHALL NOT EXCEED, UNDER ANY CIRCUMSTANCES, THE PRICE PAID BY CUSTOMER TO COMPANY FOR THE PARTICULAR IP INVOLVED DURING THE ONE YEAR PRECEDING CUSTOMER'S CLAIM. THE FOREGOING LIMITATION OF LIABILITY REPRESENTS THE ALLOCATION OF RISK OF FAILURE BETWEEN THE PARTIES AS REFLECTED IN THE PRICING HEREUNDER AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. 9.2 In the event that any information to be transmitted through the Services is not transmitted by Company or is not accurately transmitted as a result of Company's failure to perform the Services in accordance with the terms of this Agreement, and such results in damage to Customer, then Company's sole obligation and liability to Customer for such event (subject to reasonable mitigation by Customer and the limitation of liability set forth in Section 9.1), shall be limited to furnishing credits on subsequent invoices from Company to Customer in an amount equal to Customer's actual damages incurred for reconstructing or retransmitting the data, including reasonable out-of-pocket expenses that Customer can demonstrate it has sustained and that are directly attributable to such failure. Customer further agrees that Company shall not be liable in any way for any inaccuracy resulting from errors or omissions or the negligent or other wrongful acts of any employee or agent of Customer or its Affiliates. Any claim against Company by Customer must be asserted in writing within ninety (90) days after Company should have transmitted accurate information received from Customer or the transmission of inaccurate information on which the claim is based, as applicable. Customer hereby agrees to promptly supply to Company documentation reasonably requested by Company to support any claim of Customer. THIS SECTION STATES THE ENTIRE LIABILITY OF COMPANY WITH RESPECT TO CLAIMS THAT INFORMATION WAS NOT TRANSMITTED OR WAS TRANSMITTED INACCURATELY BY COMPANY. 9.3 Company agrees to indemnify, defend and hold Customer harmless from and against any loss, claim, judgment, liability, damage, action or cause of action, including reasonable attorneys' fees and court costs, directly resulting from a third party claim that Customer's proper use of the IP infringes or misappropriates the intellectual property rights of a third party; provided, however, that Company shall have no obligation to indemnify, defend or hold Customer harmless with respect to such third party claims unless Customer promptly notifies Company in writing of the claim, allows Company to exclusively control the defense of such claim, and cooperates with Company in the defense of the claim or in any related settlement negotiations. Such indemnity shall not apply to any claim arising out of (a) the combination, operation or use of the IP with any product, data or apparatus not furnished by or on behalf of Company or not specified by Company in writing, (b) Customer's modification of the IP, (c) use of the IP in a manner that conflicts with the prescribed uses in the applicable Materials, (d) use of the IP other than in accordance with this Agreement, or (e) use of other than a current release of any Software. If an infringement claim has been brought, or Company believes such an infringement claim is reasonably likely, Company may, at its sole option and expense, (i) use commercially reasonable efforts to procure the right to continue using the infringing IP; (ii) replace or modify the same so that it becomes non-infringing; or (iii) terminate Customer's right to use the infringing IP and refund to Customer all amounts paid by Customer for the applicable IP during the one year preceding Company's refund, and if the infringing IP is the only IP contracted for hereunder, terminate this Agreement. THIS SECTION 9.3 STATES COMPANY'S ENTIRE LIABILITY TO CUSTOMER WITH RESPECT TO ANY INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS BROUGHT BY ANY THIRD PARTY AND SUCH LIABILITY IS FURTHER LIMITED BY THE LIMITATIONS APPEARING IN SECTION 9.1 ABOVE. 9.4 Company shall have no responsibility for determining the accuracy of any claim submitted, for settling disputed claims, for settling disputed payments, for settling disagreements or disputes between a Payer and Customer, for any liability for the acts of a Payer and/or Customer that violate the Social Security Act and related regulations and/or guidelines, or for any liability foreseeable or otherwise occurring beyond Company's transmission of data. 9.5 Any claim or cause of action arising out of, based on, or relating to this Agreement not presented by Customer within one (1) year from the discovery of the claim or cause of action shall be deemed waived. Customer shall use commercially reasonable efforts to mitigate damages for which Company may become responsible under this Agreement. 9.6 Neither party shall be responsible for delays or failures in performance resulting from acts or events beyond its reasonable control, including but not limited to, acts of nature, governmental actions, fire, labor difficulties or shortages, civil disturbances, transportation problems, interruptions of power, supply or communications or natural disasters, provided such party takes reasonable efforts to minimize the effect of such acts or events. 10. Term and Rights Upon Termination. 10.1 The initial term of this Agreement shall commence on the Effective Date and shall continue for a period of one (1) year. Thereafter, this Agreement shall automatically renew for additional one (1) year terms unless either party gives notice to the other at least sixty (60) days before the end of the next expiration date of its decision not to renew this Agreement. 10.2 Either party shall have the right to terminate this Agreement upon notice that the other party has committed a material breach of its obligations under this Agreement and has failed to cure such breach within thirty (30) days of receipt of notice of such breach (or, if not reasonably curable within thirty (30) days, has failed to begin and continue to work diligently and in good faith to cure such breach). Furthermore, either party shall have the right to terminate this Agreement effective immediately upon notice in the event that the other party ceases to conduct its business in the ordinary course, becomes legally insolvent, or avails itself of or becomes subject to any proceeding under the bankruptcy laws of any applicable jurisdiction. Company shall have the additional right to terminate: (a) any Service and/or Product effective upon reasonable advance notice to Customer that Company is no longer offering or providing support for the applicable Service and/or Product; or (b) the use of the Services and/or Products for claims falling under the jurisdiction of the HHS Secretary, immediately upon notice if such termination is required by the HHS Secretary or his/her designee in the event of fraudulent or questionable billing practices of Customer. 10.3 Upon expiration or termination of this Agreement for any reason, (i) all license rights granted Customer hereunder shall terminate; (ii) Customer shall immediately cease using the Products and the Services; (iii) Customer shall promptly return to Company, at Customer's Revenue Performance Advisor Customer Agreement 2016 Page 3 expense, all Products (unless purchased by Customer) and Materials, related documentation and copies of the foregoing; (iv) Customer will pay any outstanding balance for amounts due hereunder, and the reduced value of all Products not returned or returned damaged beyond normal wear and tear and (v) the provisions of Sections 5.3, 9.1, 9.5, 10.3, 11.4, 11.5 and 11.10 and Article 7 shall survive. 11. Miscellaneous. 11.1. The parties shall comply with all applicable laws, and each party shall secure any license, permit or authorization required by law in connection with those aspects of the transmission process for which it is responsible under this Agreement. 11.2 The parties will act as independent contractors, and this Agreement does not constitute either party as the agent or partner of the other party. 11.3 Each party represents and warrants that, as of the Effective Date, neither it nor its medical staff, partners, officers, directors, or employees are or have been (i) sanctioned for, or convicted of, a criminal offense related to health care or (ii) barred, suspended or terminated from participation in a state or federal health care program. Each party agrees that, should it or its medical staff, partners, officers, directors, or employees become so sanctioned, convicted, barred, suspended or terminated, this Agreement will automatically terminate. 11.4 If and to the extent required by Section 1395x(v)(1)(1) of Title 42 of the United States Code, until the expiration of four (4) years after the termination of this Agreement, Company shall make available, upon written request by the Secretary of HHS or the Comptroller General of the United States General Accounting Office, or any of their duly authorized representatives, a copy of this Agreement and such books, documents and records as are necessary to certify the nature and extent of the costs of the Products and the Services provided hereunder. Company further agrees that, in the event it carries out any of its duties under this Agreement through a subcontract with a related organization with a value or cost of Ten Thousand Dollars ($10,000.00) or more over a twelve (12) month period, such subcontract shall contain a similar requirement for the subcontractor. 11.5 Except as otherwise set forth herein, notices hereunder shall be in writing signed by an authorized representative of the notifying party, and delivered personally or sent by registered or certified mail, charges prepaid, facsimile transmission or overnight courier service to the address noted on the signatory page of this Agreement (or to such other address as the recipient may have previously designated by notice), and will be deemed given when so delivered or four days after the date of mailing, whichever occurs first, or upon electronic confirmation of delivery via facsimile transmission. Notwithstanding the foregoing, notices relating to late payments may be sent by regular mail. 11.6 Neither party shall assign, sell or otherwise transfer this Agreement or any rights hereunder without the express prior written consent of the other party, which consent shall not be unreasonably withheld. An assignment hereunder shall be deemed to include a transfer of control or a majority equity ownership of a party. Notwithstanding the foregoing, either party may assign this Agreement to any Affiliate or a successor entity in a merger, acquisition or other consolidation without requiring the consent of the other party; provided, however, that the non -assigning party may terminate this Agreement in its sole discretion by written notice, if any such Affiliate or successor is a competitor of the non -assigning party, and the non -assigning party does not provide its prior written consent. Any purported assignment in violation of this provision shall be null and void. This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns. 11.7 No representations have been made to induce either party to enter into this Agreement, except for the representations explicitly stated in this Agreement, and Customer acknowledges that Customer has not relied on the future availability of any programs, services, functionality, features or updates in entering into the payment obligations in this Agreement. This Agreement supersedes all prior or contemporaneous written or oral agreements or expressions of intent or understanding, and is the entire Agreement, between the parties and/or their Affiliates with respect to its subject matter. In the event of a conflict or inconsistency between the General Terms and Conditions and the terms and conditions of any Schedule hereto, the terms and conditions of the Schedule shall take precedence. If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way. 11.8 This Agreement cannot be terminated (other than as set forth herein) or changed except pursuant to a writing signed by an authorized officer of each party. No waiver of any of the provisions of this Agreement shall be effective unless in writing and signed by an authorized officer of the party charged with such waiver, and any such waiver shall be strictly limited to the terms of such writing. 11.9 This Agreement and any amendments hereto may be executed in one or more counterparts, all of which, when taken together, shall constitute one and the same instrument. Each party agrees that a signature transmitted to the other party by (i) facsimile transmission or (ii) electronic mail transmission with an attached scanned copy shall be effective to bind the party whose signature was transmitted. The section headings of this Agreement are inserted for reference and convenience purposes only, and do not constitute a part, nor shall affect the meaning or interpretation of, this Agreement. 11.10 This Agreement is governed by the laws of the State of Tennessee both as to interpretation and enforcement, without regard to the conflicts of law principles of that State. IN WITNESS HEREOF, COMPANY AND CUSTOMER, INTENDING TO BE LEGALLY BOUND, HAVE CAUSED THIS AGREEMENT TO BE EXECUTED BY THEIR AUTHORIZED REPRESENTATIVES AS OF THE DATES SET FORTH BELOW. Grant Integrated Services Change Healthcare Solutions, LLC (CUSTOMER) Address Phone: Fax: By: Name: Title: 840 E Plum Street Moses Lake WA 98837 (509)765-9239 (509)765-1582 _ Obi /� CO Tom H. Tailor {Jun y. 2019; Tom H. Taylor Date: Jun 28, 2019 Federal Tax ID#: 916001319 Medicaid Provider ID#: Address: 3055 Lebanon Pike Nashville, Tennessee 37214 By: Name: Title: Date: 06/28/19 Revenue Performance Advisor Customer Agreement 2016 Page 4 SCHEDULE A FLAT TIER PRICING Fees for Revenue Performance Advisor 1. Please select which services will be implemented on this order: (1) ERAs are counted and billed according to how they are sent to Company from the payer (e.g. at the claim level or at the line level). Company does not "roll -up" line level ERAs to the claim level to form a single transaction except under the Round -Trip transaction rate. (2) eBills and Attachments are considered two separate and billable transactions in each of the options below. (3) Users must select CCI and/or MNC in order to implement these services. There is no additional charge for this service. 2. PRICING MODELS AND TIERS: Flat Tier E -Claims ❑ Encounters Monthly Fees E RAI' I ® Round-trip (eclaims and ERA') ET Real -Time (Elig, CSI) ❑ Workers Comp — Option 1(2) ANSI 837 E -BILL processing ❑ Workers Com — Option 2(2) e -bill attachment processing —ANSI 275 Patient Responsibility Estimator Correct Coding Initiative (CCI) (3) $19 Medical Necessity Checking (MNC) (3) ❑ Patient Statements ❑Online Payment Tools (see attached Schedule if checked Advanced Denial Manager $ Patient Responsibility Estimator Benchmark Analytics Denial Prevention (1) ERAs are counted and billed according to how they are sent to Company from the payer (e.g. at the claim level or at the line level). Company does not "roll -up" line level ERAs to the claim level to form a single transaction except under the Round -Trip transaction rate. (2) eBills and Attachments are considered two separate and billable transactions in each of the options below. (3) Users must select CCI and/or MNC in order to implement these services. There is no additional charge for this service. 2. PRICING MODELS AND TIERS: Flat Tier Pricing with Monthly Minimums Packages Monthly Volume Monthly Fees Overage Rate Claims and ERA Roundtrip 4000 $715 $.24 per transaction Eli iblit 250 $39 $.17 per transaction Patient Responsibility Estimator 250 $19 $.17 per transaction $ $ per transaction $ $ per transaction • All prices include full access to Revenue Performance Advisor for complete revenue cycle management. • Any additional transactions processed over the volume tier's threshold will be charged at the designated overage rate. We base pricing on site and volume and do not take number of providers into consideration. Further, we do not distinguish between par and non -par transactions. • Additional pass-through fees may apply. 3. Paper claims will be billed at $0.49 per pane. I hereby authorize Company to print all claims which cannot be sent to the payer electronically. I understand that my organization will incur a $0.49 rate for each paper claim page — a single page contains up to six service lines. Postage increases will be passed to customer. For secondary claims, Company will auto - generate an EOB based on information contained in the secondary claim. This EOB will be billed at the same $0.49 per page rate. 4. Implementation, Training and Other Services i. $99 ANSI ii. $ non -ANSI implementation • Enrollment: Self-service enrollment training and support is included in the implementation fee. Training: o Standard ■ Introductory call to review the process and walk through the first training unit. ■ Additional pre-recorded training courses are available 24/7 including the following subject areas: • How to Use the Home Page • Eligibility • Claims and Tracking • Rejections and Denials • Payments and Billing • Reporting and Metrics • Tools and Setup including Enrollment o Additional Training • Additional training for Revenue Performance Advisor available at no charge available through the Change Healthcare Learning Center. ■ Additional live, custom training available for $499 (includes four hours of phone -based training). Additional hours billed @ $125. Travel expenses for onsite training not included and billed to account. o All live training will be conducted during normal business hours (8am to 8pm ET, M -F, excluding holidays). Requests for training outside of these hours will be on a custom -quote basis. Implementation and training fees are non-refundable Unless otherwise quoted, all time and material and/or customization fees are billed at $125/hour. 5. If Online Payment Tools is checked, please refer to attached Schedule A-1 for complete Patient Statement and Online Payment Tool pricing ❑ Patient Statements Estimated Monthly Statements Description Pricing Printing & Mailing of Statements, Pre - Collection Letters and General Notification Letters including : First Class Postage $ per statement Outgoing and Return Envelopes, Offset tinted front and back documents Additional Pages in same envelope $.16 Inserts: • Customer -supplied $.10 • Company -supplied — standard $.16 weight, 8.5x11" paper, black and white text only NCOA Link Forwarded Mail $.30 International Mail $1.65 Client Implementation No charge Programming Fees No charge Revenue Performance Advisor Customer Agreement 2016 Page 2 Company will pass along Federal Postal rate increases that occur after the effective date of this Agreement and any such increases will be rounded up to the next full penny and added to the cost of each piece mailed. Revenue Performance Advisor Customer Agreement 2016 Page 3 SCHEDULE B Technical and Operational Specifications Minimum Requirements for Revenue Performance Advisor PC or Mac Internet Web Browser Compatibility • Google ChromeT"", most recent stable version • Mozilla@ Firefox@, most recent stable version • AppleO Safari@, most recent stable version • Microsoft@ Internet Explorer@ versions 9, 10, and 11 Internet Connection • Reliable broadband internet connections — DSL, Cable modem or T1 • Internet (TCP/IP) • Internet (SSH, Ports 22, 80 and 443) Revenue Performance Advisor Customer Agreement 2016 Page 4 SCHEDULE C Facilities FEDERAL TAX ID# NAME ADDRESS CITY STATE ZIP CODE 916001319 Grant Integrated Services 840 E Plum Street Moses Lake WA 98837 Revenue Performance Advisor Customer Agreement 2016 Page 5 SCHEDULED BUSINESS ASSOCIATE AGREEMENT This Business Associate Agreement ("Agreement") is entered into by and between Change Healthcare Operations, LLC, on behalf of its subsidiaries and affiliates ("Change Healthcare") and Grant Integrated Services ("Customer") and is effective as of the latest date in the signature block below (the "Effective Date"). Change Healthcare and Customer may be individually referred to as a "Party" and, collectively, the "Parties" in this Agreement. RECITALS A. Change Healthcare and Customer are parties to an agreement or a series of agreements (the "Underlying Agreement") pursuant to which Change Healthcare provides certain products, software and/or services to Customer (the "Services"). B. In conjunction with the Services, Customer may make available to Change Healthcare, as a Business Associate of Customer, PHI (as defined below) of Individuals. C. The Parties desire to enter into this Agreement to set forth the terms and conditions with respect to the handling of PHI pursuant to the Health Insurance Portability and Accountability Act ("HIPAA") Standards for Privacy of Individually Identifiable Health Information, 45 C.F.R. Part 160 and Part 164, Subparts A and E (the "Privacy Rule"), the HIPAA Security Standards, 45 C.F.R. Part 160 and Part 164, Subparts A and C (the "Security Rule"), the HIPAA Breach Notification Regulations, 45 C.F.R. Part 164, Subpart D (the "Breach Notification Rule"), and the Health Information Technology for Economic and Clinical Health Act ("HITECH Act"), all as amended from time to time. AGREEMENT SECTION 1: DEFINITIONS Capitalized terms used in this Agreement and not otherwise defined herein will have the meanings set forth in the Privacy Rule, Security Rule, and the Breach Notification Rule, which definitions are incorporated in this Agreement by reference. "Electronic Protected Health Information" or "Electronic PHI" will have the meaning given to such term under the Privacy Rule and the Security Rule, including, but not limited to, 45 C.F.R. § 160.103, as applied to the Electronic PHI that Change Healthcare creates, receives, maintains, or transmits from or on behalf of Customer. "Protected Health Information" or "PHI" will have the same meaning as the term "protected health information" in 45 C.F.R. § 160.103, as applied to the PHI created, received, maintained, or transmitted by Change Healthcare from or on behalf of Customer. SECTION 2: PERMITTED USES AND DISCLOSURES OF PHI 2.1 Uses and Disclosures of PHI Pursuant to the Underlying Agreement. Change Healthcare may Use or Disclose PHI only for those purposes necessary to perform Services, or as otherwise expressly permitted in this Agreement or Required by Law, and will not further Use or Disclose such PHI. 2.2 Change Healthcare Management, Administration, and Legal Responsibilities. Change Healthcare may Use PHI for Change Healthcare's management and administration, or to carry out Change Healthcare's legal responsibilities. Change Healthcare may Disclose PHI to a third party for such purposes only if. (a) the Disclosure is Required by Law; or (b) Change Healthcare obtains reasonable assurances from the receiving party that the receiving party will: (i) hold the PHI confidentially; (ii) Use or Disclose the PHI only as Required by Law or for the Revenue Performance Advisor Customer Agreement 2016 Page 6 purpose for which it was Disclosed to the receiving party; and (iii) notify Change Healthcare of any instances in which it is aware that the confidentiality of the information has been breached. 2.3 Data Aggregation. Change Healthcare may Use PHI to provide Data Aggregation services for the Health Care Operations of the Customer as permitted by 45 C.F.R. § 164.504(e)(2)(i)(B). 2.4 De -identified Data. Change Healthcare may de -identify PHI in accordance with 45 C.F.R. § 164.514(b) and may Use or Disclose such de -identified data unless prohibited by applicable law. 2.5 Customer Responsibilities. Except as expressly provided in the Underlying Agreement or this Agreement, Change Healthcare will not assume any obligations of Customer under the Privacy Rule. To the extent Change Healthcare is to carry out Customer's obligations under the Privacy Rule, Change Healthcare will comply with the requirements of the Privacy Rule that apply to Customer's compliance with such obligations. SECTION 3: OBLIGATIONS OF CHANGE HEALTHCARE 3.1 Appropriate Safeguards. Change Healthcare will implement and maintain appropriate administrative, physical, and technical safeguards to comply with the Security Rule with respect to Electronic PHI, to prevent Use or Disclosure of such information other than as provided for by the Underlying Agreement and this Agreement. 3.2 Reporting of Improper Use or Disclosure, Security Incident or Breach. Change Healthcare will report to Customer any Use or Disclosure of PHI not permitted under this Agreement, Breach of Unsecured PHI or any Security Incident, without unreasonable delay, and in any event no more than fourteen (14) days following discovery; provided, however, that the Parties acknowledge and agree that this Section constitutes notice by Change Healthcare to Customer of the ongoing existence and occurrence of attempted but Unsuccessful Security Incidents (as defined below). "Unsuccessful Security Incidents" will include, but not be limited to, pings and other broadcast attacks on Change Healthcare's firewall, port scans, unsuccessful log -on attempts, denials of service and any combination of the above, so long as no such incident results in unauthorized access, Use or Disclosure of PHI. Change Healthcare's notification to Customer of a Breach will comply with the requirements set forth in 45 C.F.R. § 164.404. 3.3 Change Healthcare's Subcontractors. If any Subcontractor of Change Healthcare creates, receives, maintains, or transmits PHI on behalf of Change Healthcare for the Services provided to Customer, Change Healthcare agrees to enter into an agreement with such Subcontractor that contains substantially the same restrictions and conditions on the Use and Disclosure of PHI as contained in this Agreement. 3.4 Access to PHI. To the extent Change Healthcare agrees in the Underlying Agreement to maintain any PHI in a Designated Record Set that is not duplicative of a Designated Record Set maintained by Customer, Change Healthcare will make such PHI available to Customer within fifteen (15) days of Change Healthcare's receipt of a written request from Customer. Customer shall solely be responsible for: (a) making all determinations regarding the grant or denial of an Individual's request for PHI contained in a Designated Record Set, and Business Associate will make no such determinations; and (b) releasing PHI contained in such a Designated Record Set to such Individual pursuant to such a request; and (c) all costs and liabilities associated therewith. 3.5 Amendment of PHI. To the extent Change Healthcare agrees in the Underlying Agreement to maintain any PHI in a Designated Record Set that is not duplicative of a Designated Record Set maintained by Customer, Change Healthcare agrees to make such information available to Customer for amendment within twenty (20) days of Change Healthcare's receipt of a written request from Customer. 3.6 Accounting of Disclosures. Change Healthcare will provide to Customer, within thirty (30) days of Change Healthcare's receipt of a written request from Customer, an accounting of Disclosures of PHI as is required to permit Customer to respond to a request by an Individual for an accounting of Disclosures of PHI in accordance with 45 C.F.R. § 164.528. Revenue Performance Advisor Customer Agreement 2016 Page 7 3.7 Governmental Access to Records. Change Healthcare will make its internal practices, books and records relating to the Use and Disclosure of PHI available to the Secretary for purposes of the Secretary determining compliance with the Privacy Rule, the Security Rule, or the Breach Notification Rule. 3.8 Mitigation. To the extent practicable, Change Healthcare will cooperate with Customer's efforts to mitigate a harmful effect that is known to Change Healthcare of a use or disclosure of PHI by Change Healthcare that is not permitted by this Agreement. 3.9 Minimum Necessary. To the extent required by the "minimum necessary" requirements under HIPAA, Change Healthcare will only request, Use, and Disclose the minimum amount of PHI necessary to accomplish the purpose of the request, Use, or Disclosure. SECTION 4: CUSTOMER OBLIGATIONS Customer will notify Change Healthcare fifteen (15) days, if practicable, prior to the effective date of: (a) any limitation(s) in its notice of privacy practices in accordance with 45 C.F.R. § 164.520; (b) any changes in, or revocation of, permission by an Individual to Use or Disclose PHI; or (c) any restriction to the Use or Disclosure of PHI that Customer has agreed to in accordance with 45 C.F.R. § 164.522. Customer will make such notification to the extent that such limitation, restriction, or change may affect Change Healthcare's Use or Disclosure of PHI in connection with the Services, and, with respect to those changes described in (b) and (c) of this Section 4, Customer shall take all necessary measures to ensure that Change Healthcare shall not receive any PHI following the date of any changes in or revocation of such permission described in (b) or any restriction described in (c) and shall assume any liabilities associated therewith. SECTION 5: TERM AND TERMINATION 5.1 Term. The term of this Agreement will commence as of the Effective Date and shall automatically terminate upon the termination of the Underlying Agreement. 5.2 Termination for Cause. Upon either Party's knowledge of a material breach by the other Party of this Agreement, such Party may terminate this Agreement immediately if cure is not possible. Otherwise, the non - breaching Party will provide written notice to the breaching Party detailing the nature of the breach and providing an opportunity to cure the breach within thirty (30) business days. Upon the expiration of such thirty (30) day cure period, the non -breaching Party may terminate this Agreement. Termination under this section will terminate this Agreement solely as it applies to the Underlying Agreement giving rise to the material breach. 5.3 Effect of Termination. 5.3.1 Except as provided in Section 5.3.2, upon termination of this Agreement for any reason, Change Healthcare will return or destroy all PHI that Change Healthcare or its Subcontractor maintain in any form or format, at Customer's expense. 5.3.2 If Change Healthcare believes that returning or destroying PHI upon termination of this Agreement for any reason is infeasible, Change Healthcare will: (a) extend the protections of this Agreement to such PHI; and (b) limit further Uses and Disclosures of such PHI to those purposes that make the return or destruction infeasible, for so long as Change Healthcare maintains such PHI. 5.3.3 The respective rights and obligations of Change Healthcare under Section 5.3 of this Agreement will survive the termination of this Agreement. SECTION 6: COST REIMBURSEMENT Revenue Performance Advisor Customer Agreement 2016 Page 8 6.1 Cost Reimbursement. In the event of a Breach caused solely by Change Healthcare or its employees or subcontractors and the Privacy Rule and Security Rule require notice to Individuals pursuant to 45 C.F.R. §§ 64.404 and 164.406, Change Healthcare agrees to reimburse Customer for the reasonable and substantiated costs related to the following: providing notifications to affected individuals, the media, or the Secretary, providing credit monitoring services to the affected individuals, if appropriate, for up to one (1) year, any fines and penalties assessed against Customer directly attributable to a Breach by Change Healthcare or its employees or subcontractors, investigation costs, and mitigation efforts required under the Privacy Rule or Security Rule. 6.2 CHANGE HEALTHCARE'S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT IS EXPRESSLY SUBJECT TO THE LIMITATION OF LIABILITY SET FORTH IN THE UNDERLYING AGREEMENT GOVERNING THE APPLICABLE SERVICE OR PRODUCT. SECTION 7: COOPERATION IN INVESTIGATIONS The Parties acknowledge that certain breaches or violations of this Agreement may result in litigation or investigations pursued by federal or state governmental authorities of the United States resulting in civil liability or criminal penalties. Each Party will cooperate in good faith in all respects with the other Party in connection with any request by a federal or state governmental authority for additional information and documents or any governmental investigation, complaint, action or other inquiry. SECTION 8: COMPLIANCE WITH LAW The Parties are required to comply with federal and state laws regarding the protection of PHI as defined by HIPAA. If this Agreement must be amended to secure such compliance, the Parties will meet in good faith to agree upon non-financial terms to amend this Agreement. SECTION 9: GENERAL 9.1 Construction of Terms. The terms of this Agreement will be construed in light of any applicable interpretation or guidance on the Privacy Rule, the Security Rule, or the Breach Notification Rule issued by HHS 9.2 Governing Law. This Agreement is governed by, and will be construed in accordance with, the laws of the State that govern the Underlying Agreement. 9.3 Amendment. This Agreement may be modified, or any rights under it waived, only by a written document executed by the authorized representatives of both Parties. 9.4 Assignment. Neither Customer nor Change Healthcare may assign this Agreement without prior written consent from the other party, which will not be unreasonably withheld; provided, however, either party may assign this Agreement to the extent that they are permitted to assign the Underlying Agreement. Nothing in this Agreement will confer any right, remedy, or obligation upon anyone other than Customer and Change Healthcare. 9.5 Notices. All notices relating to the Parties' legal rights and remedies under this Agreement: (a) will be provided in writing to a Party; (b) will be sent to its address set forth in the Underlying Agreement, or to such other address as may be designated by that Party by notice to the sending Party; and (c) will reference this Agreement. 9.6 Incorporation into Underlying Aaeement. This Agreement will be considered an attachment to the Underlying Agreement and is incorporated as though fully set forth within the Underlying Agreement. This Agreement will govern in the event of conflict or inconsistency with any provision of the Underlying Agreement. 9.7 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and when taken together shall constitute one agreement. Facsimile and electronic signatures shall be deemed to be original signatures for all purposes of this Agreement. (Signature page followsl Revenue Performance Advisor Customer Agreement 2016 Page 9 Each signatory represents and warrants that it is duly authorized to sign, execute, and deliver this Agreement on behalf of the Party it represents. Change Healthcare Operations, LLC Customer Address: Address: 5995 Windward Parkway 840 E Plum Street Alpharetta, Georgia 30005 Moses Lake, WA 98837 -Towt Z Signed Slgnedayloruun 20191 _ _ -Tom H. Taylor Name Name Title — 06/28/19 Date Title Jun 28, 2019 Date Revenue Performance Advisor Customer Agreement 2016 Page 10 Jill Hammond From: Barbara Vasquez Sent: Friday, June 28, 2019 10:06 AM To: Jill Hammond Subject: FW: Please sign RCM Tech -Grant Integrated Services -RPA -Claims -ERA Barbara J. Vasquez, CMC Clerk of the Board/Administrative Assistant Grant County Commissioners Office PO Box 37 Ephrata, WA 98823 509-754-2011 ext 2928 509-754-6098 fax www.arantcountywa.gov "Do not regret growing older. It is a privilege denied to many." Disclaimer: Public documents and records are available to the public as provided under the Washington State Public Records Act (RCW 42.56). This e-mail may be considered subject to the Public Records Act and may be disclosed to a third -party requestor. From: Thomas H. Taylor Sent: Friday, June 28, 2019 8:09 AM To: Barbara Vasquez <bvasquez@grantcountywa.gov> Subject: Fwd: Please sign RCM Tech -Grant Integrated Services -RPA -Claims -ERA Are you able to provide an electronic signature? Tom Taylor Grant County Commissioner District 2 Begin forwarded message: From: "dboothmanngrantcountywa.gov" <echosignAechosi n�> Date: June 27, 2019 at 5:02:06 PM PDT To: "thtaylornrantcountywa.gov" <thtaylorngrantcountywa.gov> Subject: Please sign RCM Tech—Grant Integrated Services—RPA—Claims—ERA Reply -To: "dboothmann�rrantcountywa.ov" <dboothman,a �,rantcountywa.gov> CHANGE HEALTHCARE CHANGE HEALTHCARE dboothman(&,grantcountywa. has forwarded RCM Tech _Grant Integrated Services RPA Claims ERA to you to sign dboothmankgrantcountywa.gov says: "Commissioner Taylor: Attached is the document for Change Healthcare that we discussed at our last meeting. The Board indicated that they would need to sign the documents for us to me forward with this clearinghouse. Please sign the electronic documents and then let me know so I can follow up with Change Healthcare for our implementation. Thank you, Darla Boothman" It was originally sent by Surya Teja Naidu Sadanala (Change Healthcare) to dboothman(a,grantcountvwa.gov. Surya Teja Naidu Sadanala (Change Healthcare) originally wrote "This is the agreement you and I discussed. Please click on the ye highlighted link below to review and sign the agreement. Thank y Courtney" Click here to review and siln RCM Tech Grant Integrated Services RPA Claims ERA. After you sign RCM Tech _Grant Integrated Services _RPA—Claims _ERA, the agreement will be sent to Emdeonone countersi nag turekchangehealthcare.com. Then, all parties will receive a final PDF copy by email. If you need to delegate this document to an authorized party for signature, please do not forward this email. Instead, click here t delegate. To ensure that you continue receiving our emails, please add echosign(@echosi ng com to your address book or safe list.