Loading...
HomeMy WebLinkAboutAgreement_General_10/12/2017 (3) AVAILITY ADVANCED CLEARINGHOUSE DIRECT AGREEMENT This Advanced Clearinghouse Agreement(together with any and all schedules,exhibits and amendments thereto, the "Agreement") is entered into as of August 21, 2017 (the"Effective Date!') by and between Availity, L.L.C., a Delaware limited liability company, with its principal place of business at 10752 Deerwood Park Blvd South,Suite 110,Jacksonville, FL 32256(together with its wholly-owned subsidiary, RealMed Corporation, a Delaware Corporation ("RealMed'), hereinafter collectively referred to as "Availit "), and Taquesta Fire Rescue, with its principal place of business at 357 Tequesta Drive, Jupiter, FL 33469("Submitte "). WHEREAS, Availity acts as an electronic healthcare gateway with respect to real-time web and other electronic health care transactions ("Transactions")between and among payers, hospitals, providers and their agents and operates an electronic system to facilitate such transactions (together with RealMed Corporation's Revenue Cycle Management and related systems,the"Availity System");and WHEREAS, Avallity has relationships with health plans to assist such health plans with exchanging administrative and value added transactions, pursuant to which Availity has established connectivity to such health plans for the transmission of electronic administrative and clinical transactions directed to or originating from the payer("Availity Services"); and WHEREAS, Availity offers, among other Services, an "All Payer" solution ("Availity Advanced Clearinghouse") to providers to exchange electronic administrative transactions to commercial health plans and government payers;and NOW, THEREFORE, in consideration of the foregoing premises and mutual promises and covenants contained herein,the parties hereto agree as follows: I Use and Access to Availity System and Availity Services. Avallity hereby grants Submitter a personal, revocable, limited, non-exclusive, non-transferable, non-assignable license to access and use the* Avallity System for the Availity Services, conditioned upon Submitter's continued acceptance of, and compliance with, the terms of this Agreement. Availity reserves the right to bar, restrict or suspend Submitter's access to the Availity System and the Availity Services at any time for any reason. The Availity Services that will be included in this Agreement are identified in Exhibit A. 2. Provider and Availity Responsibilities. (a) Availity Organizational Access Agreement. Submitter understands and agrees that Submitter's access to the Availity System and Availity Services is conditioned upon Submitter's acceptance and compliance with the terms and conditions of the Availity Organizational Access Agreement ("Availity OAA ), with such Availity OAA to be electronically signed during the Availity System product registration process. (b) Pricing, Terms and Discounts. Prices, discounts and other terms for the Availity Services are set forth In Exhibit A and are subject to change at any time, to take effect no sooner than the end of the Initial Term of this Agreement and with at least thirty(30)days written notice by Availity to Submitter. Notwithstanding the above, Availity reserves the right to adjust pricing at any time as new functionality is introduced and offered to Submitter. (c) Calculating the Availity Advanced Clearinghouse Monthly Service Fee. As of the last day of each month, Availity shall calculate the monthly fee ("Monthly Fee") based on the method described in Exhibit A. Page 1 of 11 v2017.05.05 Submitter agrees to provide Availitywith credit card or ACH billing information at the time of registration. Avallfty shall charge $ubmdter's credit card in accordance with Exhibit onamonthly basis, beginning � �� ���� t� �� �� � �mAg�m�� The "Active Date" is the date on which the Submittmr executes the /vaUdy OAA. Submitter shall have the right to confirm the number of E0 and Real Time c|aim6enoountwrtmnnsactiono charged to the Submittor's credit card each month. In the event Submitterdisputes any amount charged byAvaiUb\ 8ubmittermhal) timely send m written notice detailing any disputed amounts. (d) Provision of Availity Services. Avmi|i1y agrees to provide the Avai|ity Services in a professional and competent manner in accordance with accepted industry practices and the b»mns of this Agreement. Avai/ity Services will be provided in accordance with all applicable laws and regulations and will at all times while this Agreement is in affect meet all applicable HIPAA and HITECH requirements(as they may evolve from time to time.) �. Warranties and Covenants. (a) Each party hereto represents and warrants to the other party that this Agreement is o |egm|, valid and binding obligation, enforceable against such party in accordance with its banna except that such enforcement may be subject to bmnkmptny, k^sdvenuy, reorganization, moratorium or similar laws now or hereafter in affect relating to creditors' rights. (b) /vmiUty and SubmiUer mQnme to fully comply with all applicable |avws, rules and regulations, including the Health Insurance Portability and Accountability Act and its related regulations("LNPAA^)and H|TEC;H Act under the ARRA. (o) Submitter represents and warrants to Availity that neither it nor any individual with a direct or indirect ownership interest of five percent (5Y6) or more in such party. nor any of its officers,directors,employees or agents who will be providing services hereunder,nor any of their immediate family: (i) is now or ever has been debmrn»d, excluded or suspended from any federal and/or state health care program; or (ii) is now the subject of any investigation or pnnc*wJinQ that may result in such penalties. SubmittermoknovNedgao that if Submittar receives any notice from any governmental or regulatory agency containing a notice of a violation of any applicable law, rule or regulation, or imposing or threatening to impose any fine, penalty orsanction of any hind, ino|udimg, but not limited to, mxdusion, suspension or debarment from any federal and/or state health uano program, which in Avmi|ihy'a sole discretion impaimmAvmi|ih/'s operations or Submittar'u ability to perform under this Agreement, /4/ i|ity ahoU have the right No tann|notm this Agreement immediately,without penalty. (d) Neither Submittmr nor AvmiUty shall distdbute, publish or otherwise use any logos or trademarks, (collectively the of the other party without first obtaining written approval to use such material. Smbmittmrsha|| not send any correspondence or other mabodm|s that would appear to be jointly issued by Avai|dy and/or its affiliates, and 8ubmiUer without Avai|ity'o and/or its affiliates' written approval. In the event that either party learns of any fraudulent or abusive use of the other party's Marks, it shall immediately notify the other party. (e) Practice Management Vendors. Submiber represents and warrants that, as of the Effective Date of this Agreement, Submittmr is not contracted with any practice management vendor who is, as of the Effective Date of this Agreement, an /4vaUty Advanced C||omhnQhouao m»oe|er. If Submittmr contracts with any poaoUoo management vendor other than as listed below at any time after the Effective Date of this A8mmamnmnt. Submitter agrees to immediately notify Availity in writing. In the event Submitter contracts Page 2oy11 v2017.05.05 with any practice management vendor who is an AwgUity Advanced Clearinghouse reoeller,AvaWty reserves the right to terminate this Agreement immediately. Submittor ,mpnaaantu and warrants that, as of the Effective Date of this Agreamont, Submitter uses the following practice management vendor and software: Vendor Name: Software Name: (f) Press Releases. Neither party shall issue any press release, make any public statement, or otherwise make public this Agreement orthe parties' relationship without the other party's advance written consent and advance written approval of the content of any such release, statement, nr any other material. (g) THE PROVISIONS (JF THIS SECTION 3 ARE GU0KV|TTER'S AND AVA|L|TY^SONLY WARRANTIES CONCERNING THE A)4WL1TY SERVICES AND THIS A8REEK8ENT, AND ARE MADE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES AND REPRESEN7AT0NS, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF K4ERCHANTAB|L|TY, NON'|NFR|NGEK4ENT, FITNESS FOR A PARTICULAR PURPOSE QROTHERWISE. 4. Indemnity. (e) Submitter shall defend, indemnify and hold harmless AvaUity from and against any and all looses. /iabHiUeo, judgments, awards and costs (including reasonable legal fees and expenses)arising out cf or related to: (|)the negligence of8ubmitter; (ii) any breach by 8ubmittsr of any warranty, covenant or other obligation or the inaccuracy of any representation oySubmiftmr in this Agreement; (iii)the violation bySubmitter of any |ocm|, state or federal law,rule or regulation;or(iv)any act,failure to act,omission,representation or misrepresentation by Submitter or the amployeen, officer or agents of Bubmittar. Notwithstanding anything contained in this Agreement to the contrary, Submitter's liability to AxaUky is limited to the amounts provided in Sec. 768.28. Florida Statuten, for any single claim orjudgment ($200'000.00) and for any total occurrence ($300.000.00). In addition, any award cfmttorn«y'o fees mgaincdSubmitter nhmU not exceed the amounts provided in Sec. 768.28. Florida Statutes (2596 of any settlement or judgment). Nothing contained in this Agreement shall be construed as m waiver nfSubmd±or'a sovereign immunity or its consent tobasued. (b) Avmi|dysha8 defemd, indemnify, and hold hann|awm 8ubmitterfnom and against any and all kmaem. liabilities, judgments, awards and costs (including reasonable legal fees and expenses) arising out ofor nw|ab*d to: (i) the negligence ofAvmi|ity; (ii) any breach by Awai|ity of any wmnanty, covenant or cdhm, obligation or the inaccuracy of any representation of Avallity in this Agreement; (III)the violation by Availity of any local, state or federal law, rule or regulation; or(iv)any act,failure to act, mm|umion, representation or misrepresentation by Availity or the employees,officer or agents of Availity. 5. Limitation of Liability. (m) NEITHER SUBM|TTER NOR /0/A|L|TY SHALL BE LIABLE TO THE OTHER PARTY FOR LOST PROFITS OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHATSOEVER. (b) EXCEPT FOR GUBK0ITTBR'S AND /VVA|L|TY'8 OBLIGATIONS IN SECTION 4(m)AND 4(b), RESPECTIVELY, BOTH PARTIES LIABILITY TO THE OTHER HEREUNDER FOR DAMAGES REGARDLESS OF THE LEGAL THEORY OF THE OLA|N1 SHALL NOT EXCEED$10.000. Page 3of11 v2017.05.05 6. Confidential Information and Access to Information. (a) Availity and Submitter acknowledge that this Agreement and the transactions contemplated hereunder involve certain business information which the parties consider confidential and proprietary to them and, as a result,the parties shall treat such documents and information as strictly confidential. NoWthistanding the foregoing,each party's obligation(as a recipient of confidential information hereunder)to maintain the other party s information confidential shall not apply to any portion of such information which: W is or becomes public knowledge through no wrongful act of the recipient; (ii) is lawfully obtained by the recipient from a third party; (iii) is developed by the recipient independently of the disclosing party or such disclosing party's information; (Iv) is approved for release by the written authorization of the disclosing party;or (v) is legally compelled to be disclosed pursuant to any applicable law, regulation or order of a court of competent jurisdiction. (b) In the event that any patient information that is considered"protected health information"as defined under HIPAA or any other similar state law comes within Availity's or Submitter's custody, possession or knowledge or is developed, compiled, prepared or used by Availity or Submitter in the course of or in connection with this Agreement, Availity and Submitter agree to, and agree to make their personnel agree to,the same restrictions and conditions that apply to Availity or Submitter, as applicable. Submitter and Availity agree to abide by the terms and conditions of any applicable business associate agreement between Submitter and Availity, which business associate agreement shall be agreed to during the Availity System portal registration process. (c) Audit Rights. During the Term and continuing for one (1) year following the end of the Term but no more than once in a 12-month period, Availity (including through its third party auditors)will have the right at its expense, on thirty(30)calendar days prior written notice to conduct an audit of Submitter, its records and operations that are directly related to this Agreement for the purpose of determining compliance with this Agreement with respect to those categories of compliance set forth in this Agreement. Subject to the confidentiality obligations herein, to facilitate audits, Submitter will permit the Availity auditors (including its third party auditors who have agreed to the confidentiality obligations) to examine, and/or copy, as reasonably required, its books and records, computer operations and data, in connection with matters or purposes related to the performance of this Agreement. Additional audit requirements include the following: (1) the audit/examination must be performed in accordance with Submitter's reasonable security and privacy policies/procedures, copies of which will be furnished prior to the auditlexamination, (2) the auditor must execute a nondisclosure agreement prior to the audit, or alternatively agree to indemnify and defend the Submitter against loss or damage occurring as a result of any use of information by such auditor, to the extent that Availity would be liable had it made such use of Submitter's information, in a form and substance reasonably acceptable to counsel of Submitter, and (3)the audit can only be performed during normal business hours (9:00 a.m. to 5:00 p.m. — Monday through Friday)on a date requested in writing by Availity and reasonably acceptable to Submitter. The results of all audits will be Confidential Information. Page 4 of 11 v2017.05.05 7. Term and Termination. (a) Term. This Agreement shall commence on the Effective Date and continue for a term of one (1) year from the Effective Date (the "Initial Term"). This Agreement shall be automatically renewed for additional one (1) year terms (each, a "Renewal Term" and collectively with the Initial Term,the"Term") unless terminated as set forth below. (b) Termination. This Agreement may be terminated as follows: (I) At any time by either party upon a thirty(30)days advance written notice;or (ji) At the election of either party, by written notice to the other party if: (A)either party commences a voluntary case or other proceeding seeking rehabilitation,liquidation, reorganization or other relief with respect to itself or its debts under any insolvency, bankruptcy or similar law or statute, or makes an assignment of its property or any substantial portion thereof for the benefit of creditors and such proceeding or assignment is continuing or in effect at the time of such notice; or (B) there is commenced against either party an involuntary proceeding seeking to have either party declared insolvent, impaired,bankrupt or seeking to have a receiver appointed with respect to a substantial portion of its property or there is entered an order declaring either party insolvent, impaired, bankrupt or appointing a receiver with respect to a substantial portion of its property and such proceeding or order is not dismissed within sixty(60)days after its filing;or (iii) If either party materially breaches any representation, warranty or covenant contained in this Agreement and such breach continues for thirty(30)days after the breaching party is notified of such breach by the non-breaching party,then the non- breaching party may terminate this Agreement immediately by giving notice to the breaching party. Examples of material breaches include, but are not limited to: (1) failure to provide adequate or appropriate training or failing to attend Availity training sessions, (2) misrepresenting any of the Availity Services, and/or (3) failure to respond to Availity or User inquiries within a reasonable period of time;or (iv) In accordance with Section 3(e). (C) Effect of Termination. In the event that this Agreement is terminated for any reason, all Availity Services will be terminated. In addition, Sections 3 through 13 inclusive and Section 15 shall survive the termination of this Agreement pursuant to this Section 7. The exercise of either party of any right of termination shall not constitute a waiver of any other rights or remedies available to such party for violation of the terms of this Agreement or under applicable law. (d) Payment Default. If Submitter fails to make any past due undisputed payment within ten (10) business days after receiving a written demand for such delinquent payment (a "Payment Default"), then to the extent permitted by applicable law,Availity shall have the right to exercise any one or more of the following remedies: (A)assess Submitter a late charge of 1.5% of such late payment (or such lesser rate as is the maximum rate allowable under applicable law), (B)terminate this Agreement and exercise the additional remedies set forth In Section 7(c) above; (C) deny Submitter access to the Availity Services; (D) proceed by court action to recover damages and expenses incurred by Availity by reason of such Payment Default:and/or(E)exercise any other right or remedy available at law or in equity. Page 5 of 11 v2017.05.05 G. Nature of Relationship Between Parties. Nothing herein shall be construed to place the parties in a relationship of partners or joint venturers and this Agreement does not make either party the agent or legal representative of the other for any purpose whatsoever. The parties further agree that no representation shall be made by either party that would create an apparent agency, employment, partnership or joint venture, Neither party shall have the power, expressed or implied, to obligate or bind the other in any manner whatsoever. Neither party shall be responsible for any act or omission of the other or any employee of the other. A. Assionment of Aureement and Sindina Effect. Neither party shall assign this Agreement or any of its obligations under this Agreement without the prior written consent of the other party, except to an entity that succeeds to all of its business or assets to which this Agreement relates. Notwithstanding the foregoing, Availity may, upon written notice to the other party, assign this Agreement to one or more of its affiliates or subsidiaries or to any party acquiring substantially all of its assets; provided, however, such assignment shall not relieve the assignee of any obligations or liabilities created under or related to this Agreement. The rights and obligations of this Agreement shall inure to the benefit of and be binding upon the legal representative, ouooaoours and assigns of both parties. 10. S@y0Egbili . The provisions of this Agreement shall be severable and. if any provision of this Agreement shall be held or declared to be i||e0m|. invalid or unenforceable, such illegality, invalidity or unenforceability shall not affect any other provision hereof, and the remainder of this Agreement, disregarding such invalid por8on, ahmU continue in full honx» and effect as though such void provision had not been contained herein. 11. Notice. Unless nxpn»ooy provided honsin, all noUoes, ukaimo, cmrtificah»o, naqueste, demands and other communications hereunder ahmU be in writing and shall be deemed to be duly given: (a) when personally delivered, ur (b) if mailed, registered or certified mnai|, postage pwmpaid, return receipt maquesbud, on the date the return receipt is executed or the letter refused by the addressee or its agent. or (c) sent by electronic mai|, or if sent by overnight courier which delivers only upon the signed receipt of the addressee, on the data the receipt acknowledgment kx executed or refused by the addressee or its agent: (i) if0oAvaillby: AvaUdy. LLC. 10752Oeenwood Park Blvd. South 8uibm11O Jacksonville, Florida 32256 Attn.: Legal Department (ii) ifbw8ubnitter Tequeota Fire Rescue 35TTequestmDrive Jupiter, FL 33469 Attn: Legal Department 12. Governing Law&Venue. This Agreement will be governed by the laws of the State ofFlorida. In addition, the parties agree that iforwhen Uniform Computer Information Transactions Act (,U{3TA7) is enacted in this governing state, the provisions of QC!TA will not apply to this Agreement. If any provision of this the application of any such provision shall be held by a tribunal of competent jurisdiction to be contrary to law, the remaining provisions of this Agreement shall continue in full force and effect to the maximum extent possible. Jurisdiction and venue for all disputes relating to this Agreement shall lie with the state and federal courts located in Oumo|County, Florida. Page 6of11 v2017.85.05 13. Costs.Attorneys'Fees.and Experts'Fees. In the event any obligation of this Agreement must be enforced, through litigation, arbitration or otherwise, the prevailing Party will be entitled to recover reasonable costs and expenses incurred in enforcing the obligation, including costs, reasonable attomeys'fees and experts'fees. 14. Force Maileure. No failure, delay or default in performance of any obligation under this Agreement will constitute an event of default or a breach of representation or warranty under this Agreement to the extent it is caused by a strike;fire; shortage of materials; unavoidable casualty; civil disorder; riot; insurrection; vandalism; war; inclement weather; failure of the internet; failure or error of any internet access provider; failure or impairment of any lines of transmission belonging to any third party; failure or impairment of any third party server, router, other equipment or software through which transmissions occur; or, other extraordinary cause if such cause or condition is beyond the reasonable control and without the negligence of the Party otherwise chargeable, for so long as such cause or condition continues and for a reasonable period of time thereafter. Notwithstanding the foregoing, such cause or condition will not include a Partys lack of funds, lack of credit, or other financial inability to perform. If a Party intends to rely on the foregoing force majeure protection, it will timely notify the other in order to permit the other in its sole discretion to suspend or curtail its own performance under this Agreement for such time as the failure, delay or default continues. Should either party be delayed in the performance of any material obligation hereunder for a period of more than ninety(90)days as a result of an event of force majeure,the other party may elect to terminate this Agreement. 15. Palm Beach County Office of Inspector General Pursuant to Article XII of the Palm Beach County Charter, the Office of the Inspector General has jurisdiction to investigate municipal matters, review and audit municipal contracts and other transactions, and make reports and recommendations to municipal governing bodies based on such audits, reviews,or investigations. All parties doing business with the Village shall fully cooperate with the inspector general in the exercise of the inspector general's functions, authority, and power. The inspector general has the power to take sworn statements, require the production of records, and to audit, monitor, investigate and inspect the activities of the Village, as well as contractors and lobbyists of the Village in order to detect, deter, prevent, and eradicate fraud, waste, mismanagement, misconduct,and abuses. 16. Public Records. In accordance with Sec. 119.0701, Florida Statutes, Availity must keep and maintain this Agreement and any other records associated therewith and that are associated with the performance of the work described therein. Upon request from the Submitter's custodian of public records, Availity must provide the Submitter with copies of requested records, or allow such records to be inspected or copied, within a reasonable time in accordance with access and cost requirements of Chapter 119, Florida Statutes. A vendor (including Availity) who falls to provide the public records to the Submitter, or fails to make them available for inspection or copying, within a reasonable time may be subject to attorney's fees and costs pursuant to Sec. 119.0701, Florida Statutes, and other penalties under Sec. 119.10, Florida Statutes. Further, Availity shall ensure that any exempt or confidential records associated with this Agreement or associated with the performance of the work described therein are not disclosed except as authorized by law for the duration of the Agreement term, and following completion of the Agreement if Availity does not transfer the records to the Submitter. Finally, upon completion of the Agreement,Availity shall transfer, at no cost to the Submitter,all public records in possession of Availity, or keep and maintain public records required by the Submitter. If Availity transfers all public records to the Submitter upon completion of the Agreement, Availity shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If Availity keeps and maintains public records upon completion of the Agreement, Availity shall meet all applicable requirements for retaining public records. Records that are stored electronically must be provided to the Submitter, upon request from the Submitter's custodian of public records, in a format that is compatible with the Submitter's information technology systems. Page 7 of 11 v2017.05.05 17. Miscellaneous. No provision of this Agreement shall be deemed waived unless such waiver shall be in writing and signed by the party against which the waiver is sought to be enforced. The waiver by either of the parties hereto of any breach of any provision hereof by the other party shall not be construed to be either a waiver of any succeeding breach of any such provision or a waiver of the provision itself. The headings of the several sections are inserted for convenience of reference only and are not Intended to be a part of or to affect the meaning or interpretation of this Agreement. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all previous written or oral understandings, agreements, negotiations, commitments, or any other writings or communications with respect to such subject matter. This Agreement may not be changed or modified in any manner except by an instrument in writing signed by each of the parties. This Agreement may be executed in counterparts, and facsimile transmission of a signed copy of this Agreement shall constitute effective execution and delivery of this Agreement, If any provisions of this Agreement are found to be un -enforceable, the remainder of this Agreement shall remain in force, IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their duly authorized officers as of the date first above written. AVAIL,ITY, L.L.C. By: �- Name: Nate Eastman Title: CFO Date: 8/28/2017 SUBMITTER By: Name: M JChgt? CO U'Z"ZO Title: Vt IQ e 1 (arid 'el Date: 8 o -V " 17 `V) Page 8 of 11 v201 T05.05 EXHIBIT A Transaction Descdptlons and Pricing A. TRANSACTIONS: Availity Advanced Clearinghouse supports the following transactions (5010 ANSI x12 version only)access to all payer functionality(check all that apply): EDI Transactions: Listed below are the batch EDI transactions that are available through Availity Advanced Clearinghouse. Z Eligibility & Benefits Inquiry Request and Response (270 & 271): The Eligibility & Benefits allows a Provider to submit an electronic request for verification of a patient's eligibility and selected benefit information, The Eligibility& Benefits response from the Sponsoring Health Plan Processing System verifies eligibility. This response also allows for benefit details if available in the Sponsoring Health Plan processing system. Referral and Authorization Request and Response (278 & 278). Referrals and Authorizations are requests from Providers for procedural inpatient, or specialist visit authorization as required under certain managed care products. This Transaction allows a Provider to submit Referral and Authorization requests electronically through the Availity System for transmission to the Sponsoring Health Plan processing system. The Referral and Authorization response from the Sponsoring Health Plan processing system indicates the parameters of the authorization and gives the Provider a referral/authorization number if the authorization can be processed automatically. Claim Submission Request and Electronic Remittance Advice (ERA) (837 & 835): Claim Transactions are requests for payment for, or submission of information relating to, services rendered by Providers. For purposes of this Agreement, this definition shall include professional (837P),facility(837F), encounters(837E), and claims resulting from worker's compensation, The ERA is used for submitting a payment of claims or transfer of remittance information from the Sponsoring Health Plan processing system to Provider through a depository financial institution. An ERA may contain one or more claims. Claim Status Inquiry Request and Response (276 & 277): This transaction allows a Provider to submit an electronic request for information regarding the status of a claim. The claim status inquiry response may contain information on multiple claims, all of which meet the request criteria.While there is information about multiple claims,this is classified as a single response. Real-Time Transactions: Listed below are the Real-Time Transaction descriptions available through Availity Advanced Clearinghouse, Eligibility & Benefits Inquiry Request and Response (270 & 271): This transaction allows a Provider to submit an electronic request for verification of a patient's eligibility and selected benefit information. The Eligibility& Benefits response from the Health Plan Processing System verifies eligibility. This response also allows for benefit details if available in the Health Plan Processing System. Referral and Authorization Request and Response (278 & 278): Referrals and Authorizations are requests from Providers for procedural inpatient, or specialist visit authorization as required under certain managed care products. This Transaction allows a Provider to submit Referral and Authorization requests electronically through the Availity Processing System for transmission to the Health Plan Processing System. The Referral and Authorization response from the Health Plan Processing System indicates the parameters of the authorization and gives the Provider a referral/authorization number if the authorization can be processed automatically. Page 9 of 11 v2017.05.05 Claim Submission Request and Electronic Remittance Advice-ERA (837 & 838): Claim Transactions are requests for payment for, msubmission of information relating to, services rendered by Providers. Providers submit Claim Transactions through the Avai|ity Processing System for transmission bo the Health Plan Processing System. For purposes of this Agreement, this definition shall include professional (837P). facility (837F). encounters (837E)' and claims resulting from worker's compensation. The ERA is used for submitting a paymentufclaims or transfer ofremittance information from the Health Plan Processing System to Provider through a depository financial institution.An ERA may contain one or more claims. C|mUmn Status Inquiry Request and Rmwpwnwe (276 & 277): This transaction allows Provider to submit an electronic request for information regarding the status of claim. The claim status inquiry response may contain information on multiple o|aimm, all of which meet the request criteria,While there is information about multiple claims,this is classified as a single response. �. PRICING: 1 User Monthly Fee: Subm8termhml| pay AvaUitya lDinimUy of $55.00 per equivalent provider per month("PPPW')based on the Transactions selected in Section A. For the avoidance of doubt, the following formula and ummp|a calculations are provided for clarity. The PPPY0 charge shall ba calculated using the following formula: 8ubmitter monthly claim vo|ume/200 = Equivalent Provider Count. then Equivalent Provider Count(rounded up)xPPPNi=Monthly Fee Sample Calculations Claims Claims Eguivalent Monthly Fee (Rounded UPI 1) The monthly claim volume is based upon all claim Transactions submitted within a month,oo defined in this Exhibit A,including any duplicate submissions. 2) /4vmi|dywiU monitor Transaction volumes ona monthly basis tn ensure there in o 1:1 ratio mf Eligibility & Benefit Request Inquiries (27O) boClaim Submission Requests (827). Vendor acknowledges and agrees (o) in the avant AvaU|ty, in its mo|m 6|soretion, determines that there is a high ratio of Eligibility & Benefit Request Inquiries to Claim Submission Requests, AvaU|tyneoonven the right to add additional c}edmm to the Organization Mailbox monthly claim xo|unna in order to restore the 1:1 ratio cf Eligibility&Benefit Request Inquiries to Claim 8ubm|oohm Requests and (b) /hmUity may. in its sole diocm*Uon, elect to terminate this Agnaannem@ in the event Vendor fails to pay Avallity the additional fees associated with the restoration of the 1:1 ratio uf Eligibility&Benefit Request Inquiries to Claim Submission Requests. 3) The Parties agree tha1AvaUdy oememmo the right to pass through any third party fees associated with any Transaction. Such pass through fees shall be billed to Qubmn|tter Page iUofi1 v2017.05.05 each month; provided, howeve ,that Availity agrees to provide Submitter with at least a thirty(30)days written notice prior to billing Submitter for any third party fees. 2. Connectivity Fee: Should Submitter request access to any health plan for which connectivity is not available, Availity reserves the right to charge Submitter$175.00 per hour for Availity's connectivity services. Page 11 of 11 v2017.05.05 ADDENDUM Public Records: In accordance with Sec. 119.0701, Florida Statutes, the Contractor must keep and maintain this Agreement and any other records associated therewith and that are associated with the performance of the work described in the Scope of Services. Upon request, the Contractor must provide the public with access to such records in accordance with access and cost requirements of Chapter 119,Florida Statutes. Further,the Contractor shall ensure that any exempt or confidential records associated with this Agreement or associated with the performance of the work described in the Scope of Services are not disclosed except as authorized by law. Finally, the Contractor shall retain the records described in this paragraph throughout the performance of the work described in the Scope of Services,and at the conclusion of said work, transfer to the Village, at no cost to the Village, all such records in the possession of the Contractor and destroy any duplicates thereof. Records that are stored electronically must be transferred to the Village in a format that is compatible with the Village's information technology systems.