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HomeMy WebLinkAboutAgreements/Contracts - GRIS (006)(%) MOSSADAMS June 19, 2019 Gail Goodwin Director Grant County 840 E. Plum Moses Lake, WA 98837 Dear Ms. Goodwin: T (509)747-2600 F (509) 624-5129 601 W. Riverside Avenue Suite 1800 Spokane, WA 99201 Thank you for the opportunity to provide services to Grant County. This engagement letter ("Engagement Letter") and the attached Professional Services Agreement, which is incorporated by this reference, confirm the terms and objectives of our engagement, and limitations of the services that Moss Adams LLP ("Moss Adams," "we," "us," and "our") will provide to Grant County ("you," "your," and "Company'). Scope of Services and Limitations You have requested assistance preparing for your upcoming health plan contract negotiations. Our assistance mayinclude: Preparing for negotiations: c Analyzing operational and financial data to provide a basic understanding of revenue needs and potential financial performance under the new contracts. o Review of health plan proposed language.. o Development of boilerplate agreement terms/requirements. o Meetings and discussions with you to prepare for negotiations. o Facilitation of planning sessions. Discussions with you and analysis of possible alternate structures and business models including advanced payment models at your discretion. Meetings with health plan representatives and assistance during the negotiation process. This may include in-person meetings or calls with you and/or health plan representatives. Analysis of proposals and counter proposals including that of possible financial and operational impact of language. This may or may not contain financial analysis dependent upon internal capabilities. We are able to provide full financial analysis support. Negotiations with health plans can be challenging and the results of such negotiations cannot be predicted. You acknowledge that we cannot and do not guarantee any rates, terms, financial performance or other results and that the results of these negotiations could negatively impact the Company. You also acknowledge that we do not provide legal advice although health plan contracts contain legal language. We strongly recommend that you obtain legal advice from a knowledgeable attorney who is an expert in the area of health plan negotiations. You further acknowledge that any Assurance, tax. and consulting offered through Moss Adams LLP. Wealth management offered through Moss Adams Wealth Advisor I.I.C. Investment banking offered through Moss Adams Capital LLC. Gail Goodwin Grant County June 19, 2019 Page 2 of 3 decisions to agree to any terms with any party are solely your own and you accept any and all responsibility for these decisions and ensuing results. Our services will be based, in part, on your books and records, and we will rely on you to ensure that we are provided accurate and verifiable data. Please be advised that we will not audit or perform third -party verification of the underlying data. Accordingly, we will not express a conclusion or provide any other form of assurance on the completeness or accuracy of the information. Moss Adams may report to your compliance officer or, if no compliance officer has been appointed, the Chief Executive Officer, any compliance concerns identified during the course of performing these services. You agree to take responsibility for pursuing appropriate action on any such items that we identify. You must accept the responsibilities set forth below related to this engagement: Assume all management responsibilities. Oversee the service by designating an individual, preferably within senior management, who possesses skill, knowledge, and/or experience to oversee our nonattest services. The individual is not required to possess the expertise to perform or reperform the services. Evaluate the adequacy and results of the nonattest services performed. Accept responsibility for the results of the nonattest services performed. It is our understanding that you have been designated by the Company to oversee the nonattest services and that in the opinion of the Company is qualified to oversee our nonattest services as outlined above. If any issues or concerns in this area arise during the course of our engagement, we will discuss them with you prior to continuing with the engagement. Moss Adams is also available to provide additional consulting services as requested by your personnel. This would include assistance with Medicare/Medicaid audits, review of audit adjustments, billing inquiries (for services provided patients), cost analyses, and compliance programs and reviews. Absent a separate agreement, these additional services shall be covered by this Agreement. Fees Fees will be based upon time spent and rates based upon the level of professionals on the project. Our hourly rates are as follows: Professional Level Discounted Hourly Rate Partner/Director $575 Director $480 Gail Goodwin Grant County June 19, 2019 Page 3 of 3 Manager $295 Senior/Staff $225 For any particular component of the project, if you request, we will provide an estimate fees. Any material deviation from any future estimates will be discussed with you. You will also be billed for out- of-pocket costs such as travel. Any fee estimates will be based on anticipated cooperation from your personnel, any information provided by you will be accurate and acceptable for use, and the assumption that unexpected circumstances will not be encountered. If we find that significant additional time is likely to be necessary, we will attempt to discuss it with you and arrive at a new fee estimate before we incur significant additional fees or expenses. We appreciate the opportunity to be of service to you. If you agree with the terms of our engagement as set forth in the Agreement, please sign a copy of this letter and return it to us with the Professional Services Agreement. Very truly yours, Karl Rebay, Partner for Moss Adams LLP Accepted and Agreed: This Engagement Letter and the attached Professional Services Agreement set forth the entire understanding of Grant County with respect to this engagement and the services to be provided by Moss Adams LLP: Signature: Print Name: Tom Tayl Title: BOCC Chair Date: Client: # v. 3/12/2019 PROFESSIONAL SERVICES AGREEMENT Health Care Consulting Services This Professional Services Agreement (the "PSA") together with the Engagement Letter, which is hereby incorporated by reference, represents the entire agreement (the "Agreement") relating to services that Moss Adams will provide to the Company. Any undefined terms in the PSA shall have the same meaning as set forth in the Engagement Letter. Execution of this Agreement This Agreement may have been forwarded to you by email, facsimile transmission or as an attachment to an Engagement Letter. Your acceptance of this Agreement, returned by the same or similar means is legally binding upon Moss Adams and you. The party executing this Agreement represents that he/she has the authority to make this Agreement with Moss Adams. Fees and Expenses Billings are due upon presentation and become delinquent if not paid within 30 days of the invoice date. Any past due fee under this Agreement shall bear interest at the highest rate allowed by law on any unpaid balance. In addition to fees, you may be billed for expenses and any applicable sales and gross receipts tax. Direct expenses may be charged based on out-of-pocket expenditures, per diem allotments, and mileage reimbursements, depending on the nature of the expense. Indirect expenses, such as processing time and technology expenses, may be passed through at our estimated cost and may be billed as a flat charge or a percentage of fees. If we elect to suspend our engagement for nonpayment, we may not resume our work until the account is paid in full. If we elect to terminate our services for nonpayment, or as otherwise provided in this Agreement, our engagement will be deemed to have been completed upon written notification of termination, even if we have not completed our work. You will be obligated to compensate us for fees earned for services rendered and to reimburse us for expenses. You acknowledge and agree that in the event we stop work or terminate this Agreement as a result of your failure to pay on a timely basis for services rendered by Moss Adams as provided in this Agreement, or if we terminate this Agreement for any other reason, we shall not be liable to you for any damages that occur as a result of our ceasing to render services. You may request that we perform additional services not contemplated by this Agreement. If this occurs, we will communicate with you regarding the scope of the additional services and the estimated fees. We will also issue a separate Agreement covering the additional services. Timely and Professional Performance Moss Adams will use all reasonable efforts to provide the services within the timeframe stipulated. Moss Adams will exercise due professional care and competence in the performance of the services. Moss Adams will not be liable for failures or delays in the performance of services that arise from causes beyond its control, including the untimely performance by the Company, its representatives, advisors, or agents, of its obligations under the Agreement. Limitation on Liability YOU AGREE THAT MOSS ADAMS' TOTAL LIABILITY FOR ANY AND ALL DAMAGES WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT FROM ANY CAUSE, INCLUDING BUT NOT LIMITED TO CONTRACT LIABILITY OR MOSS ADAMS' NEGLIGENCE, ERRORS, OMISSIONS, STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY SHALL NOT, IN THE AGGREGATE, EXCEED THE FEES PAID TO MOSS ADAMS UNDER THIS AGREEMENT. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR OTHERWISE ARISING OUT OF THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT. Intellectual Property Rights We may use intellectual property in performing our services, including without limitation, data, software, designs, utilities, tools, spreadsheets, models, systems, ideas, methods and techniques ("Materials"). In the event you receive access to Materials during the performance of our services, such items are provided solely for your internal use and in an "as is" condition without warranty of any kind. We assume no responsibility for results obtained by anyone other than Moss Adams from use of such items. We retain all intellectual property rights in the Materials (including any developments, improvements, and knowledge generated during the performance of our services), and in any working papers compiled in connection with the services. Professional Services Agreement Health Care Consulting Services Page 2 of 4 You will own all final deliverables prepared for and delivered to you, excluding any Materials contained or embodied therein ("Deliverables"). You will have a non-exclusive, non -transferable license to use Materials solely for the purposes for which they are delivered to the extent they form part the Deliverables. Notwithstanding anything to the contrary, we may retain a copy of all Deliverables in our files. Internal Use and Third Parties All services shall be solely for your informational purposes and internal use, and no engagement creates privity between Moss Adams and any person or party other than you ("third party"). None of our services are intended for the express or implied benefit of any third party, and no third party is entitled to rely on the services we provide you, including without limitation, any advice, opinions, or reports. In the event of any such reliance, you agree to indemnify and hold harmless Moss Adams and its personnel from all third -party claims, liabilities, costs, and expenses. Responsibility for Financial Statements Client agrees that full responsibility for the financial statements is the Client's own. This responsibility includes the establishment and maintenance of adequate records and effective internal control over financial reporting, the selection and application of accounting principles, and the safeguarding of assets. Client is responsible for adjusting the financial statements to correct material misstatements. Client is also responsible for identifying and ensuring compliance with applicable laws and regulations. As a result of this engagement, Moss Adams assumes no responsibility to provide you with assurance about whether the financial statements are free from material misstatement, whether from errors, fraudulent financial reporting, misappropriation of assets, or noncompliance with the provisions of laws or regulations that are attributable to the entity or to acts by management or employees acting on behalf of the entity that may have a direct financial statement impact. Subpoena or Other Release of Documents As a result of our services to you, we may be required or requested to provide information or documents to you or a third - party in connection with governmental regulations or activities, or a legal, arbitration or administrative proceeding (including a grand jury investigation), in which we are not a party. You may, within the time permitted for our firm to respond to any request, initiate such legal action as you deem appropriate to protect information from discovery. If you take no action within the time permitted for us to respond or if your action does not result in a judicial order protecting us from supplying requested information, we will construe your inaction or failure as consent to comply with the request. Our efforts in complying with such requests or demands will be deemed a part of this engagement and we shall be entitled to additional compensation for our time and reimbursement for our out-of-pocket expenditures (including legal fees) in complying with such request or demand. Document Retention Policy At the conclusion of this engagement, we will return to you all original records you supplied to us. Your Company records are the primary records for your operations and comprise the backup and support for the results of this engagement. Our records and files, including our engagement documentation whether kept on paper or electronic media, are our property and are not a substitute for your own records. Our firm policy calls for us to destroy our engagement files and all pertinent engagement documentation after a retention period of seven years (or longer, if required by law or regulation), after which time these items will no longer be available. We are under no obligation to notify you regarding the destruction of our records. We reserve the right to modify the retention period without notifying you. Catastrophic events or physical deterioration may result in our firm's records being unavailable before the expiration of the above retention period. Except as set forth above, you agree that Moss Adams may destroy paper originals and copies of any documents, including, without limitation, correspondence, agreements, and representation letters, and retain only digital images thereof. Use of Electronic Communication In the interest of facilitating our services to you, we may communicate by facsimile transmission or send electronic mail over the Internet. Such communications may include information that is confidential. We employ measures in the use of electronic communications designed to provide reasonable assurance that data security is maintained. While we will use our best efforts to keep such communications secure in accordance with our obligations under applicable laws and professional standards, you recognize and accept we have no control over the unauthorized interception of these communications once they have been sent. Unless you issue specific instructions to do otherwise, we will assume you consent to our use of electronic communications to your representatives and other use of these electronic devices during the term of this Agreement as we deem appropriate. Use of Third -Party Service Providers We may use third -party service providers in serving you. In such circumstances, if we need to share confidential information with these service providers, we will require that they maintain the confidentiality of your information. Professional Services Agreement Health Care Consulting Services Page 3 of 4 Enforceability In the event that any portion of this Agreement is deemed invalid or unenforceable, said finding shall not operate to invalidate the remainder of this Agreement. Use of Moss Adams' Name The Company may not use any of Moss Adams' name, trademarks, service marks or logo in connection with the services contemplated by this Agreement or otherwise without the prior written permission of Moss Adams, which permission may be withheld for any or no reason and may be subject to certain conditions. Use of Nonlicensed Personnel Certain engagement personnel who are not licensed as certified public accountants may provide services during this engagement. Confidentiality Subject to the limitations set forth below, all information disclosed by you to Moss Adams shall be deemed to be "Confidential Information" for all purposes of this Agreement. The term "Confidential Information" shall not include information that (i) is now, or hereafter becomes, through no act or failure to act on the part of Moss Adams, generally known or available in the public domain; (ii) is known by Moss Adams at the time of receiving such information; (iii) is hereafter furnished to Moss Adams by a third party, as a matter of right and without restriction on disclosure; (iv) is the subject of a written permission to disclose provided by you; or (v) is in response to a subpoena or order of a court or other governmental body of the United States or any political subdivision thereof or otherwise required by law to be disclosed, provided that Moss Adams gives prompt written notice of such requirement prior to disclosure. Moss Adams shall maintain all Confidential Information in confidence and may use such Confidential Information only to the extent required to provide services under this Agreement. Moss Adams shall not disclose any Confidential Information to any third party except as necessary to provide services under this Agreement. Moss Adams shall not use Confidential Information for any other purpose or in any manner that would constitute a violation of any laws or regulations, including without limitation the export control laws of the United States. No rights or licenses to trademarks, inventions, copyrights, or patents are implied or granted under this Agreement. Nothing in this Agreement grants Moss Adams the right to distribute or commercialize any Confidential Information. Moss Adams shall protect the Confidential Information received with the same degree of care used to protect its own Confidential Information from unauthorized use or disclosure, but in no event less than reasonable care. Dispute Resolution Procedure, Venue and Limitation Period This Agreement shall be governed by the laws of the state of Washington, without giving effect to any conflicts of laws principles. If a dispute arises out of or relates to the engagement described herein, and if the dispute cannot be settled through negotiations, the parties agree first to try in good faith to settle the dispute by mediation using an agreed upon mediator. If the parties are unable to agree on a mediator, the parties shall petition the state court that would have jurisdiction over this matter if litigation were to ensue and request the appointment of a mediator, and such appointment shall be binding on the parties. Each party shall be responsible for its own mediation expenses, and shall share equally in the mediator's fees and expenses. If the claim or dispute cannot be settled through mediation, each party hereby irrevocably (a) consents to the exclusive jurisdiction and venue of the appropriate state or federal court located in King County, state of Washington in connection with any dispute hereunder or the enforcement of any right or obligation hereunder, and (b) WAIVES ITS RIGHT TO A JURY TRIAL. EACH PARTY FURTHER AGREES THAT ANY SUIT ARISING OUT OF OR RELATED TO THIS AGREEMENT MUST BE FILED IN A COURT OF PROPER JURISDICTION WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ARISES. Termination This Agreement may be terminated by either party, with or without cause, upon ten (10) days' written notice. In such event, we will stop providing services hereunder except on work, mutually agreed upon in writing, necessary to carry out such termination. In the event of termination, (a) you shall pay us for services provided and expenses incurred through the effective date of termination, (b) we will provide you with all finished reports that we have prepared pursuant to this Agreement, and (c) neither party shall be liable to the other for any damages that occur as a result of our ceasing to render services. Professional Services Agreement Health Care Consulting Services Page 4 of 4 Entire Agreement This Professional Services Agreement and the Engagement Letter constitute the entire Agreement and understanding between you and Moss Adams. You agree that in entering into this Agreement you have not relied upon any oral or other representations, promises or statements made by anyone which is not set forth herein. Any modification of this Agreement must be in writing and signed by both parties.