Billing Services  Upon execution of a signed Order for RCM Services, acceptance of the Customer Agreement, and subject to the terms and conditions contained herein, Vendor’s revenue cycle management group (“RCM”) will provide the medical billing services described herein and in the Description of RCM Services presented below as Appendix A and incorporated herein (“RCM Services”).  RCM Services are conditioned on Your performance of responsibilities also listed in Appendix A and this RCM Addendum. Additional services beyond the scope of RCM Services, may be purchased separately under a separate Statement of Work. 

1. System Set Up and Support; Hardware and Software; Process. 
2. Set Up. RCM Services will be performed using Customer’s installed instance of OP. You agree to cooperate with Us, if necessary, to timely install and implement updates, upgrades and versions to OP when released. Our performance under this RCM Addendum is conditional upon You being on the latest available version of OP. We will set up Your instance of OP for purposes of practice management, and You agree that You will make no changes to these aspects of the system during the Term of this RCM Addendum. We are not responsible for denied claims or other errors that may occur due to changes in the system made by Customer.
3. RCM Go Live Date. The RCM Go Live Date is the date on which all scheduled milestones are complete and Customer has submitted all documentation and information reasonably required by RCM for set up, all as further detailed in Appendix A.
4. Support and Access. RCM will act as a point of escalation for any technical support issues related to the OP billing system. You agree to provide unattended access to Your OP instance, and to appropriate staff, as required to assure successful execution and deployment of the RCM Services. Vendor is not responsible for rendering any RCM Services if such unattended access is not provided.
5. Billing Specialists. RCM staff are assigned to customers by Vendor in its sole discretion and assignments are subject to change during the Term. RCM staff will have all required training and tools needed to perform their function. RCM billers are employed by Vendor, not Customer, and are therefore subject to Vendor’s direction and supervision, not the Customer’s. No Customer staff or third party agents may be permitted to access OP for billing purposes other than for the Customer’s responsibilities listed on Appendix A.
6. RCM Liaison. You agree to appoint a practice staff member as an “RCM Liaison” to facilitate communication between a RCM staff and Customer, in order to optimize the performance of each party’s responsibilities under this RCM Addendum. The RCM Liaison will be responsible for ensuring the obligations of Customer under this Agreement are met and that Vendor has accurate contact information at all times. The RCM Liaison must be experienced in medical billing practices and with the Customer’s practice management. Vendor will assign a designated staff member that will be the point of contact for your RCM Liaison.
7. Aged Accounts Receivable: Unless otherwise noted, RCM is not responsible for any accounts receivable existing with dates of service of more than thirty (30) days prior to the RCM Go Live date, unless a separate agreement to work older A/R is also executed. RCM will work accounts receivable in OP dated up to thirty (30) days prior to the RCM Go Live date at the RCM Rate.
8. All Claims: Customer agrees to have all its claims processed through OP and by RCM staff. In the event Customer permits its own staff or any third party to process claims outside or within OP, RCM is still entitled to count those claims in the aggregate volume of work done by RCM. In addition, RCM may, at its discretion, immediately suspend services or terminate this RCM Agreement in the event Customer permits any third party to process claims outside or within OP.

   2. Charges and Payment.

1. Fees and Invoicing. Fees for RCM Services are invoiced monthly. You agree to pay amounts invoiced within 10 days after the invoice date. Bank Statements. Customer acknowledges that it is responsible for providing Vendor with statements of receipt of any revenue from capitation, bonus and/or ACO. Therefore, Customer shall provide Vendor with daily bank statement data in electronic form for reconciliation of collections posted in OP in order to establish Revenue for each monthly invoice. This may be provided by bank connectivity (e.g., direct transmission reporting), or daily downloads in Excel, PDF, Text or image file.
2. Rate Changes: Your initial RCM Rate is based on the estimated practice revenue level declared by Customer at contracting. The RCM Rate is subject to change immediately if it is determined by RCM at any time based on actual annualized Revenue if it is determined to be 10% lower than declared by Customer. Customer’s RCM Rate is subject to change annually at Vendor’s reasonable discretion after review.
3. Additional Charges. You will be subject to additional charges at our current hourly rates in the event any failure to perform Your obligations results in a material delay of submitting claims or the submission of inaccurate or incomplete claims, requiring corrections, resubmissions or other additional effort by Us. A reasonable per-hour claims processing fee may be charged where Customer continues to submit incomplete or incorrect data for billing after notice is given by Vendor.  You will be given notice prior to any charges being imposed.
4. Vendor Auditing. You acknowledge and agree that We have the right to monitor Your use of OP, to determine usage level (as per the relative OP Software Agreement) and practice revenue. Additionally, during the Term, and for ninety (90) days thereafter, You agree to maintain complete and accurate books and records relevant to the calculation of fees. You agree to make such books and records available during normal business hours for audit by Us or an authorized representative upon reasonable prior notice.  Such audit will be conducted no more than once per calendar year and in a manner designed to minimize disruption of Your normal business operations. Such audit shall be at Our expense unless an audit reveals a discrepancy in payment or reporting of 5% or more, in which case You shall reimburse Vendor for all reasonable and actual costs of the audit. You agree that you will immediately, upon notice from Vendor, pay the amount of any underpayment revealed by the audit.

   3. Representations and Compliance 

1. Professional Conduct. Each party agrees to conduct business in a courteous and professional manner with the other and each other’s employees and agents
2. Legal and Regulatory. Each party represents that during the term of this RCM Addendum it will comply with all applicable health care laws and other applicable requirements of all federal, state, and local commissions, boards bureaus, and agencies in the healthcare industry including, without limitation, laws, orders and requirements relating to false claims, false representations, anti-kickback laws and all other provisions of the Medicare/Medicaid fraud and abuse laws (42 U.S.C. § 1320a-7b(b) et seq. and the regulations promulgated thereunder); the physician self-referral provisions of the Stark Law (42 U.S.C. § 1395nn and the regulations promulgated thereunder), the False Claims Act (31 U.S.C. §§ 3729-3733), the Program Fraud Civil Remedies Act (31 U.S.C. §§3801-3812) and the Civil Monetary Penalties Laws (42 U.S.C. § 1320a-7a and §1320a-7b).
3. Standards and Best Practices. Each party represents that it follows, and will follow, medical billing service industry standard best practice guidelines including, without limitation, those outlined by the Medical Group Management Association (MGMA) and in accordance with regulations promulgated by the Centers for Medicare & Medicaid RCM Services.
4. Accuracy of Data and Coding. Customer represents and warrants that any information supplied to Vendor related to the negotiation of this RCM Addendum is true and correct. Further, You agree to provide accurate and truthful information on which We will rely when preparing and submitting claims.  You are responsible for providing all patient demographics, insurance information, a procedure code and a diagnosis code. We are not responsible for errors on billing that arise from inaccurate or incomplete information.  You represent and warrant that all such procedures were in fact performed and diagnoses made as so specified. We have no authority to, and will not, change any procedure code or diagnosis code without the express written permission and direction of Customer. Notwithstanding anything to the contrary in this paragraph, We shall not be required to submit or change any procedure code or diagnosis code if, in Our reasonable judgment, such coding is inaccurate, false or misleading, or otherwise not acceptable by the payer.

   3. Indemnification.

Customer understands that Vendor is relying entirely on the claims and billing information supplied to Vendor by Customer in performing the RCM Services.  Customer warrants and represents that all such claims and billing information is entirely accurate and truthful.  If any investigation is initiated or if any action is brought by any individual, company, regulatory agency or entity regarding any of the claims submitted by Vendor on behalf of Customer, Customer agrees to cooperate fully in any such investigation or action and shall provide all relevant supporting documentation to support the claim at issue. Customer agrees to indemnify, defend and hold Vendor harmless for any and all liabilities, claims, damages or penalties, and any costs or expenses incurred, including attorney’s fees, by Vendor in investigating or defending any such claim or action, resulting from Customer’s failure to provide accurate or truthful billing and claims information. These indemnification provisions are in addition to and without limitation of the terms of the Customer Agreement.

   4. Term, Renewal and Termination

1. Term/Renewal. This RCM Addendum shall become effective on the Effective Date, and continue in full force and effect until the earlier of its expiration or termination in accordance with this Paragraph 5. The RCM Addendum shall automatically renew for successive periods equal to the Initial Term (each a “Renewal Period”), unless written notice is provided by the terminating party at least 30 days prior to expiration. Vendor reserves the right to review this RCM Addendum after the initial Term, thereafter on an annual basis, and Vendor may terminate the RCM Addendum at Vendor’s reasonable discretion upon thirty (30) days prior written notice to Customer. If Vendor terminates this RCM Addendum after the annual review, the parties agree to cooperate in good faith for the transition of services from RCM to be complete within 45 days after expiration. 
2. Termination. 
3. Early Cancellation Fee: If this RCM Addendum co-terminates with the Customer Agreement, the Customer Agreement governs the amount due. In the event Customer terminates this RCM Addendum, or the RCM Addendum is terminated due to Customer’s breach, but Customer continues Services under the Customer Agreement, Customer shall pay an Early Cancellation fee equal to $500 per provider per month remaining in the Term of the RCM Addendum. 
4. Clearinghouse: Customer will be responsible for choosing its own clearinghouse services.  This will require contracting directly with Your chosen clearinghouse, and You will be responsible for paying that clearinghouse directly after the Termination date of RCM services. Vendor will not be responsible for any clearinghouse fees after the Termination of RCM Services.
5. Fees for Wind Down Period: You will be billed in accordance with Section 5.d. through the end of the Wind Down Period.
6. Training. If after termination of this RCM Addendum, the parties continue to operate under the Customer Agreement, Customer agrees to ensure that appropriate employees or contractors complete Vendor-recommended training for the use of practice management features of OP. It is recommended that Customer purchase 14 hours of billing training in OP if services are being transferred in-house or to an untrained service provider. Whether Customer complies with the training recommendation or not, OP is not responsible for the results after the Wind Down period.
7. Termination for Cause.  Notwithstanding anything to the contrary contained herein, either party may terminate this RCM Addendum upon written notice if the other party materially breaches any of its obligations provided that a party shall not be in breach of its obligations or warranties under this RCM Addendum unless the non-breaching party has first delivered written notice specifying the nature of the default and the breaching party has failed within thirty (30) days of receipt of the notice either to cure the default or, if cure within such period is not practicable, to be diligently proceeding to cure the default. If the non-breaching party determines in its reasonable judgment that a breach by the breaching party cannot be cured, the non-breaching party shall have the right to immediately terminate its obligations under this RCM Addendum. Without limitation of the foregoing, Vendor may immediately suspend any or all of the RCM Services or terminate this RCM Addendum, without notice, if the breach by Customer involves fraud, non-response to correction of errors, or any other failure to perform that interferes with Vendor’s timely submission or correction of claims, in which case Vendor is not responsible for losses due to late or denied payments. This RCM Addendum may also be terminated on written notice in the event either party becomes excluded from participation by the Medicare or Medicaid program; Vendor becomes legally unable to provide the RCM Services contemplated herein; or Customer becomes legally unable to provide medical services, insolvent or files for bankruptcy protection, or as otherwise specified herein.
8. Wind Down RCM Services. Upon receipt of notice of termination in any event, certain services will continue for a minimum of 45 days to wind down accounts receivable related to claims submitted up to and including the termination date (“Wind Down Period”).  You will be invoiced the greater of actual RCM fees or the average of Your three (3) most recent invoices for this period regardless of actual length of the Wind Down Period. If the Wind Down period is greater than 45 days Vendor will invoice Customer for an additional Wind Down period fee. Customer expressly agrees to cooperate and assist Vendor with its performance during the Wind Down Period. All RCM Services will be discontinued at the end of business on the last day of the Wind Down Period at which time, Vendor shall have no further obligations to provide RCM Services to Customer under this RCM Addendum.
9. Effect of Termination Payments. The expiration or termination of this RCM Addendum shall not release either party from any liability to the other party, including any payment obligation that has already accrued hereunder or under any related agreement between Vendor and Customer. Following the termination of this RCM Addendum, the Vendor will invoice the Customer for any outstanding amounts due and owing, and the Customer shall pay all such amounts. In the event the parties continue with software services after termination of this RCM Addendum, software services will continue under the terms and conditions of the Customer Agreement and Customer will continue with the same features of OP it is using at the time of RCM termination at then-current rates for such features.

Appendix A - Customer/Vendor Responsibilities: