This action might not be possible to undo. Are you sure you want to continue?
CONSULTING SERVICES AGREEMENT
This Consulting Services Agreement (“Agreement”) is made and entered into to be effective the 1st day of February, 2013, by and between the Dallas County Hospital District, a political subdivision of the State of Texas, doing business as Parkland Health & Hospital System ("Parkland") and Holland & Knight LLP (“Consultant”). Parkland and Consultant agree that the State of Texas is not a party to this contract and is not the Consultant's client in this matter. RECITALS WHEREAS, Consultant is engaged in the business of Federal Advocacy Consulting Services. WHEREAS, Consultant desires to provide to Parkland and Parkland desires to obtain from Consultant, those services described in Exhibit A and Exhibit B hereto. WHEREAS, the parties intend that Consultant shall be an independent contractor with Parkland under this Agreement and not an employee of or partner or joint venture with Parkland. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Parkland and Consultant (referred to herein as the “Parties”) enter into this Agreement on the following terms and conditions: 1. Consultant Responsibilities
1.1 Consultant shall provide the various services, information, reports and other deliverables (collectively, “Services”) described in Exhibit A and Exhibit B, pursuant to the terms and conditions of this Agreement. Consultant shall perform all Services in a professional and workmanlike manner using only qualified personnel. 1.2 Except as otherwise provided by Exhibit A and Exhibit B, Consultant shall provide all equipment and other resources necessary for the timely performance of Services hereunder, and Consultant shall provide and supervise all personnel necessary for the timely performance of Services hereunder. 1.3 Consultant shall report directly to the Senior Vice President of External Affairs, and Vice President of Government Relations.
Page 1 of 44
1.4 Consultant shall provide its Services hereunder in accordance with the schedule set forth at Exhibit A & Exhibit B hereto. With respect to Consultant’s duties to perform services in accordance with such schedule, time is of the essence. 1.5 Consultant warrants and represents that there are no agreements to which it is a party which would prevent its timely and complete performance of the terms and conditions of the Agreement, and Consultant agrees not to enter into any such agreement during the pendency of this Agreement. Consultant shall devote its best efforts to performing the Services required by and in accordance with this Agreement. 1.6 Consultant, as well as its agents, representatives, and employees shall comply with all Parkland rules, regulations, and guidelines then in effect when on-site at Parkland. 2. Compensation
2.1 The full compensation payable to Consultant for all Services hereunder shall be calculated in accordance with Exhibit A. 2.2 Consultant shall pay all applicable taxes related to the compensation payable hereunder, and Parkland will not withhold taxes for Consultant or Consultant’s employees. Consultant agrees to indemnify and hold harmless Parkland as provided in section 7 hereof from and against any and all liability arising from any failure of Consultant to pay or withhold any applicable tax when due. 2.3 Consultant shall pay all wages, insurance, and related employment costs and benefits for Consultant’s employees who render Services related to this Agreement. Consultant agrees to indemnify and hold harmless Parkland as provided in section 7 hereof from and against any and all liability arising from any failure of Consultant to pay any wages or other employee benefits when due. 3. Termination
2.1 The term of this Agreement and/or the dates required for the provision of Consultant’s Services hereunder shall be as set forth in Exhibit A hereto; provided that Parkland shall have the right and privilege of terminating this Agreement on thirty (30) calendar days prior written notice to Consultant. The exercise of such right of termination shall be in Parkland’s sole and absolute discretion without stating cause therefore and without further liability to Consultant, except payment for services rendered. During the thirty (30) day notice period, Consultant may perform services previously scheduled for performance during the period, but it may not accelerate performance.
Page 2 of 44
Proprietary Information and Non-Disclosure
4.1 Consultant acknowledges and agrees that this Agreement creates a relationship of confidence and trust on the part of Consultant for the benefit of Parkland. During the term of this Agreement, Consultant may acquire certain “Confidential Information” (as defined under section 4.2 hereof) from or regarding Parkland employees, agents and representatives or documents, or otherwise as a result of performing the Services of Consultant hereunder. 4.2 limitation: “Confidential Information” as used herein, shall mean and include, without
4.2.1 Any information concerning Parkland which is provided by Parkland to Consultant, such as accounting and financial data, product, marketing, development, pricing and related business plans and budgets, and all of the information and plans of Parkland which are not published. 4.2.2 All information of every kind and nature whatsoever concerning patients including, without limiting the generality of the foregoing, medical records. 4.3 Consultant acknowledges and agrees that all such Confidential Information is and shall be deemed the sole, exclusive, confidential and proprietary property and trade secrets of Parkland at all times during the term of this Agreement and following any expiration of termination hereof. Consultant agrees to hold in confidence without disclosing or otherwise using any Confidential Information, except as such disclosure or use may be required in connection with and limited to the Services of Consultant hereunder. 4.4 Consultant acknowledges and agrees that Parkland would not have entered into this Agreement unless Parkland were assured that all such Confidential Information would be held in confidence by Consultant, in trust for the sole benefit of Parkland. 4.5 During the term of this Agreement, Consultant shall not improperly use or disclose any proprietary information or trade secrets of any third party and will not bring on to the premises of Parkland any unpublished documents or any property belonging to any third party unless consented to in writing by the third party. 4.6 Consultant’s obligation of confidentiality hereunder shall not apply to information that (a) is already in Consultant’s possession without an obligation of confidentiality, (b) is rightfully disclosed to Consultant by a third party with no obligation of confidentiality, or (c) is required to be disclosed by court or regulatory order, provided Consultant gives Parkland prompt notice of any such order.
Page 3 of 44
4.7 Parkland shall have the perpetual and unrestricted right to use, copy, and incorporate into other works all reports, materials, presentations and other work product prepared by Consultant and delivered to Parkland. 4.8 Upon any termination or expiration of this Agreement, Consultant agrees to deliver to Parkland any and all Confidential Information. 4.9 Consultant is providing these services solely for Parkland’s use and benefit. Parkland will own all tangible written material or products delivered to it under this Agreement, except as follows: Consultant will own its working papers and preexisting materials and any general skills, know-how, processes, or other intellectual property (including a non-client specific version of any deliverables) which may have been discovered or created by Consultant as a result of its provision of the services contemplated by this Agreement. Parkland will have a nonexclusive, non-transferable license to use such materials included in the deliverables for its own use as part of such deliverables. 4.10 Consultant agrees not to make any written use of or reference to Parkland’s name for any marketing, public relation, advertising, display or other business purpose or make any use of Parkland’s facilities for any activity unrelated to the express business purposes and interests of Parkland under this Agreement, without the prior written consent of Parkland, which consent may be withheld or granted in Parkland’s sole and absolute discretion. 4.11 Consultant acknowledges and agrees that the remedy at law for the breach of provisions of this section 4 may be inadequate and that Parkland may be entitled to injunctive relief without bond, in addition to any other rights or remedies which Parkland may have for such breach. 4.12 Consultant agrees that the obligations, covenants and agreements of Consultant and the rights of Parkland as set forth in this section 4 shall survive any termination or expiration of this Agreement. 4.13 The services for which Parkland has engaged Consultant are law-related and not legal services. In other words, Consultant will not be acting as Parkland's lawyers in this matter, but rather in a lobbying capacity utilizing nonlawyer personnel. As such, the protections which accompany an attorney-client relationship do not apply. For example, while Consultant will keep Parkland's information confidential as required above, the specific rules governing lawyers and client confidential information do not apply. Further, Consultant's lawyers would not be prohibited from providing legal services to clients in unrelated legal matters that may be adverse to Parkland. While the conflict of interest rules applicable to lawyers would not apply, Consultant will not undertake lobbying services for another client adverse to Parkland concerning this matter.
Page 4 of 44
Record Access and Disclosure 5.1 Consultant’s reports will be as described in Exhibit A and Exhibit B.
5.2 Consultant shall maintain all necessary financial books and records according to standard accounting principles in order to provide a full accounting of Consultant’s activities under this Agreement. Consultant shall make such books and records available upon reasonable notice to Parkland or its agents for inspection and shall provide copies of such information to Parkland upon receipt of a written request therefore. 5.3 Consultant shall comply with all laws, regulations and ordinances now in effect or hereafter adopted regarding the retention and availability of its books and records. Such compliance shall include, without limitation, compliance with the provisions of Section 1861 (v)(1)(I) of the Social Security Act as more particularly provided under section 5.4 hereof. 5.4 For the purpose of implementing Section 1861 (v)(1)(I) of the Social Security Act, as amended and any written regulations thereto, Consultant shall comply with the following statutory requirement concerning the maintenance of documentation to verify the cost of Services performed under this Agreement. 5.4.1 Until the expiration of four (4) years after the furnishing of all Services pursuant to this Agreement, Consultant will make available, upon written request of the Secretary of Health and Human Services, or upon request of the Comptroller General of the United States, or any of their duly authorized representatives, the Agreement, and books, documents and records of such Consultant that are necessary to certify the nature and extent of such costs, and 5.4.2 If Consultant carries out any of the duties under this Agreement through a subcontract, with a value or cost of $10,000 or more over a twelve-month period, with a related organization (as that term is defined by regulation), such subcontract shall contain a clause to the effect that until the expiration of four years after the furnishing of such services pursuant to such subcontract, the related organization shall make available, upon written request to any of their duly authorized representatives, the subcontract, and books, documents and records of such organization that are necessary to verify the nature and extent of such costs. 5.5 Parkland and/or any third party contracted by Parkland shall have the unrestricted right to audit all data, documents, services, and deliverables related to this Agreement. Such information shall be furnished to Parkland at a mutually convenient time within a reasonable time. Should Parkland determine it reasonably necessary,
Page 5 of 44
Consultant shall make all of its records, books and documents reasonably related to this Agreement available to authorized Parkland personnel or its designees, at reasonable times and within reasonable periods, for inspection or auditing purposes or to substantiate the provisions of services under this Agreement. This provision shall survive the termination of this Agreement. 6. Independent Contractor
6.1 It is mutually understood and agreed that Consultant and its employees at all times shall be acting as independent contractors and shall not be deemed employees of Parkland and that this Agreement shall not be construed as creating a partnership or joint venture between Consultant and Parkland. 6.1 Consultant agrees to enter into agreements with its employees and independent contractors by which Consultant’s employees and independent contractors acknowledge that they are employees or independent contractors solely of Consultant and not Parkland and as such Consultant shall bear full responsibility for performing all duties and making all payments to and for the benefit of such employees and independent contractors, including, without limitation, withholding taxes and the provision of Workers’ Compensation insurance. 7. Indemnification
7.1 Consultant shall indemnify and hold harmless Parkland and its affiliates and their trustees, directors, officers, employees, and agents from and against any and all claims, actions, suits, proceedings, costs, expenses, damages and liabilities arising out of the wrongful or negligent acts or omissions of Consultant, its employees, and agents during the term hereof. In particular, Consultant acknowledges that Consultant's obligation to indemnify Parkland extends to any liability arising out of any actual or alleged negligence by Consultant in the delivery of any services under this Agreement. Consultant further agrees to hold Parkland harmless for all claims of injury to Consultant’s employees including but not limited to medical expenses. Should Parkland be required to expend any monies in connection with the above, Consultant hereby agrees to reimburse and/or indemnify Parkland for any expenses associated with onthe-job injuries of Consultant’s employees. This provision shall survive termination or expiration of this Agreement. 8. Insurance
8.1 During the term of this Agreement, Consultant shall, at its sole cost and expense, procure and maintain such policies of comprehensive general liability, professional liability, and workers compensation insurance to insure it and its employees against liability for damages directly or indirectly related to the performance or non-performance of any services provided hereunder, and the use of any Parkland property and facilities provided by Parkland in connection with this Agreement. Proof of
Page 6 of 44
such coverages shall be provided by Consultant to Parkland upon Consultant's receipt of written notice requesting such information. 9. Miscellaneous Provisions
9.1 Except as otherwise provided by Exhibit A, all meetings and conferences, the provision of all required information to Consultant by Parkland and the interface of Parkland’s and Consultant’s personnel, shall take place at Parkland’s offices. Services performed at any of Parkland’s facilities by Consultant shall be performed in accordance with all applicable Parkland policies, rules and regulations, it being understood and agreed that the sole interest of Parkland is to assure that the Services required by this Agreement shall be performed and rendered in a competent, efficient and satisfactory manner. 9.2 Nothing contained in this Agreement shall be construed to permit assignment by either party of any right or obligation under this Agreement without the other party’s written consent and such assignment is expressly prohibited and will be void. 9.3 All notices required to be served hereunder shall be in writing, postage prepaid, addressed to the Party to whom service is to be given, as hereinafter provided, and shall be served upon the other either personally or by registered or certified mail. Service by registered or certified mail, return receipt requested, shall be conclusively deemed made seventy-two (72) hours after deposit thereof in the United States mail as shown on the addressee’s certificate or registry receipt. All notices or demands shall be given at the following addresses or such other addresses as either Parkland of Consultant may from time to time designate by written notice given to the other Party as hereinafter required. If to Consultant: Holland & Knight, LLP 800 17th Street N.W., Suite 1100 Washington, D.C. 20006 Kate Leeson
If to Parkland:
Attention: Copy to:
Parkland Health & Hospital System 5201 Harry Hines Blvd. Dallas, Texas 75235 Michael Malaise / Katherine Yoder Parkland Health & Hospital System 5201 Harry Hines Boulevard Dallas, Texas 75235 Attn: General Counsel, Legal Affairs
Page 7 of 44
9.4 Parkland and Consultant shall abide by all federal and state laws, regulations, rules and ordinances relating to the subject matter hereof. 9.5 Consultant shall not discriminate against any person because of race, creed, color, national origin, religion, gender, veteran status, or handicap or as otherwise may be prohibited by law. 9.6 This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. Venue for any lawsuit to enforce or interpret this Agreement shall be in an appropriate court located in Dallas County, Texas. 9.7 No provision of this Agreement may be waived, changed, amended, modified, or the termination or discharge thereof agreed to except by the mutual written agreement of Parkland and Consultant. 9.8 This Agreement and the Exhibits hereto constitute and are intended to constitute the final, entire, complete and exclusive agreement between the Parties hereto pertaining to the subject matter hereof. This Agreement and the Exhibits hereto expressly supersede any and all prior written and oral agreements and understandings between the Parties hereto with respect to the subject matter hereof. 9.9 Consultant agrees to respect and maintain the confidentiality of all medical information and any patient information which it may receive pursuant to the Agreement. Consultant agrees that any such information received shall not be disclosed to any third party without the written authorization of the patient and Parkland except as otherwise required by law. Further, the Parties understand and agree that this Agreement may be subject to the Health Insurance Portability and Accountability Act of 1996 and the Privacy and Security Regulations, 45 C.F.R. Parts 160, 162 and 164 issued under said Act (“HIPAA”). The Parties agree to strictly comply with HIPAA and to execute any documents that may be required by HIPAA. Failure of Consultant to execute any documents concerning compliance with HIPAA and/or any other applicable state or federal confidentiality laws, rules, regulations or administrative guidance when requested by Parkland shall be a material breach of this Agreement and will, at the option of Parkland, permit Parkland to immediately terminate this Agreement. Parkland will determine, in its sole discretion, whether the execution of such documents is necessary to comply with applicable law. 9.10 Consultant represents and warrants that all services provided comply with applicable laws. Consultant represents and warrants to Parkland that (a) Consultant is not excluded from any federal health care program, as defined under 42 USC Section 1320a-7b(f), for the provision of items or services for which payment may be made under a federal health care program; (b) no basis for exclusion from any health care program exists; (c) Consultant has not arranged or contracted (by employment or otherwise) with any employee, contractor, or agent that Consultant knows or should know are excluded from participation in any federal health care program; and (d) no final adverse action, as such term is defined under 42 USC Section 1320a-7e(g), has
Page 8 of 44
occurred or is pending or threatened against Consultant or to Consultant's knowledge against any employee, contractor or agent engaged to provide items or services under this Agreement (collectively "Exclusions/Adverse Actions"). Consultant, during the term of the Agreement, shall notify Parkland of any Exclusions/Adverse Actions or any basis thereof within fifteen (15) days of its learning of any such Exclusions/Adverse Actions or any basis thereof. 9.11 In accordance with the Deficit Reduction Act of 2005, (Pub. Law No. 109171), Parkland has adopted written policies and procedures on the False Claims Act, whistle-blower provisions and the detection and prevention of fraud. Consultant represents and warrants that Consultant’s, as well as Consultant’s employees’ and agents’, business activities with Parkland and its employees will be conducted in accordance with these policies. Consultant agrees to review and make available to its employees and agents who conduct business activities with Parkland and its employees the Parkland policy on the False Claims Act and the Parkland Code of Conduct & Ethics which can be located on the Parkland website http://parklandhospital.com/compliance.html. Questions should be directed to Parkland’s Compliance Department at (214) 590-1171. Consultant acknowledges it has an affirmative duty to report any suspected or known fraudulent activity to the Parkland Compliance Department. 9.12 Parkland is a political subdivision of the State of Texas. Parkland shall have the right, upon the failure of the governing body of Parkland and/or the Dallas County Commissioners Court to appropriate finances to meet the terms and obligations herein, to terminate this Agreement as of the effective date of such lack of fiscal funding. 9.13 Parkland has implemented a vendor compliance program to ensure the safety of its patients, staff, visitors, volunteers, and vendors. Accordingly, Consultant must register and maintain a registration with the vendor credentialing service designated by Parkland. 9.14 All cases, the language and all parts of this Agreement shall be construed simply, according to their fair meaning and not strictly for or against either Party. 9.15 This Agreement shall be binding on and inure to the benefit of the parties hereto and their respective successors and assigns.
Page 9 of 44
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their respective duly authorized representatives. DALLAS COUNTY HOSPITAL DISTRICT D/B/A PARKLAND HEALTH & HOSPITAL SYSTEM HOLLAND & KNIGHT, LLP
By: ^ t : : : = ^ ^ X ^ ^ ^ X ^ V ^ S & ^ ^ , ' Name: 1 1 McMulleH 2 ^ 9 President-Finance ^ o m r '
By: N m : I K V x X T^£ I a e ^ p ^ ^ ^
Index of the following: Exhibit A - Requirements Exhibit B - Statement of Work Business Associate Addendum (BAA) Attachment A - Parkland Health & Hospital System Travel Policy Attachment B - Holland & Knight Terms of Engagement Attachment C - Parkland Health & Hospital System Code of Conduct & Ethics Attachment D - Parkland Health & Hospital System Compliance Procedure Manual
Page 10 of 44
EXHIBIT A To Services Agreement Between Dallas County Hospital District d/b/a Parkland Health & Hospital System and Consultant 1. Consultant shall
1.1 Be located in the Washington, DC area so that they can represent Parkland to the applicable Federal Agencies in Washington, DC. 2. Overview
2.1 Parkland seeks a consultant to assist with advocacy efforts within the Federal Government. The Supplier’s Services must meet all of Parkland Health & Hospital System’s (Parkland) Requirements stated in Exhibit A, or your proposal will not be considered for award. The Supplier must also answer the questions as indicated in the Inquiries section. 3. Service Requirements
3.1 The Supplier will work with internal Parkland government relations staff to develop an advocacy plan supporting the overall advocacy goals and objectives of Parkland. The advocacy plan will position Parkland to maintain strong relations with key executive, legislative and agency policy makers; identify key health care legislative issues; and support Parkland-specific initiatives in policymaking and appropriations arenas. 3.2 The Supplier will provide coverage of legislative issues specific to Parkland and those conducted by key committees of jurisdiction (House Energy & Commerce, House Ways & Means, House Appropriations, Senate Appropriations, Senate Finance, Senate Health, Education, Labor, & Pensions). 3.3 The Supplier will, upon request, arrange meetings with Members of Congress, staff, and/or department or agency administration. 3.4 The Supplier will perform research on legislative history, policy and budget considerations, as appropriate, to provide Parkland with information to assess the impact of a proposed bill or regulations. 3.5 The Supplier will undertake such advocacy as deemed necessary to protect Parkland’s interests in various regulatory proceedings related to Parkland’s interests and Parkland’s position. 3.6 The Supplier will, when specifically requested, develop a communications strategy pertaining to legislative and regulatory issues and communicate Parkland’s position to policy makers.
Page 11 of 44
3.7 The Supplier will provide regular oral and written reports on project activities to assure timely communication. 4. Supplier Requirements:
4.1 The Supplier must have extensive health care policy knowledge and demonstrate experience working in urban, public, academic medical centers. 4.2 clients. The Supplier must have 10 years’ experience working with health related
4.3 The Supplier must have strong relationships with members of the Federal delegation to Congress, staff and members of key committees of jurisdiction (House Energy & Commerce, House Ways & Means, House Appropriations, Senate Appropriations, Senate Finance, Senate Health, Education, and Labor & Pensions). 4.4 The Supplier must demonstrate extensive strong relationships with various relevant administrative agencies and departments. 5. Desired Features:
5.1 Parkland desires only experienced, proven Federal government relations professionals. 6. Discerning Features
6.1 Provide details of any specific features, not mentioned above, the Supplier feels are unique to the proposed services and which provide enhanced capabilities or competitive advantages in the acquisition of the service. If these items are not a part of the quoted configuration for the proposed services, include them as available options with line item pricing in your response. Supplier may be required to submit the following additional documents: 7. Business Associate
7.1 If the Supplier will support a system containing Protected Health Information (PHI) within the meaning of 45 C.F.R. §§ 164.103 and § 164.301 (2004), or is otherwise a bona fide Business Associate of Parkland within the meaning of 45 C.F.R. § 164.501, the Supplier shall sign Parkland’s Business Associate Agreement. 8. Parkland shall
8.1 Provide sufficient workspace for Consultant staff to perform their duties, and provide necessary desk, chairs, telephones, and storage necessary for Consultant staff to perform duties when Consultant is required by Parkland to be onsite at Parkland facilities when performing the Services.
Page 12 of 44
Additional Terms and Conditions
9.1 This Agreement will be effective as of 1ST of February, 2013, and, unless sooner terminated, will continue in full force and effect until 31st of January, 2014. This Agreement shall have an optional two (2) consecutive, one (1) year terms. 9.2 The Consultant agrees to instruct its personnel that salaries and payment arrangements between Consultant and its personnel are confidential and not to be discussed with Parkland personnel. 9.3 Parkland shall have no liability except as specifically provided in this Agreement. 10. Fees
10.1 In consideration of Consultant’s performance of the Services required herein, Parkland shall pay to Consultant $150,000.00 annual for approved Services. As a requirement to receive such monies, Consultant will provide to Parkland at the end of each month, a detailed invoice of all amounts due to Consultant, plus a report identifying all services performed by Consultant during such month all as more specifically set forth below. Parkland shall also reimburse Consultant for reasonable, actual travel-related out-of-pocket expenses. All travel expenses must meet the criteria outlined in Parkland Health & Hospital Systems fiscal manual (Attachment A). 10.2 Consultant agrees to submit complete, fully documented and accurate itemized invoices, which shall include dates of service, a brief description of the services provided, and respective time (in hours and quarter hours) charged per date for Services. If Consultant has incurred travel-related out-of-pocket expenses in rendering services under this Agreement, Consultant shall include such travel-related out-ofpocket expenses incurred, in the monthly invoice, noting dates of expenditure, and a listing of the item(s) and the expenses incurred for each. 10.3 Within thirty (30) days of receipt and approval of invoice, Parkland will pay Consultant the agreed upon fee. 10.4 Consultant understands and agrees that all billings must be submitted to Parkland within thirty (30) days of expiration or termination of the Agreement and any invoices and/or expenses reports submitted thereafter will not be honored or paid. Parkland must approve any exceptions to this billing procedure in writing. The maximum fee payable under this Agreement, shall be as follows; Year 1 - $150,000.00, and Approved Expenses which shall not to exceed $10,000.00. (Optional) Year 2 - $150,000.00 and Approved Expenses which shall not to exceed $10,000.00. (Optional) Year 3 - $150,000.00 and Approved Expenses which shall not to exceed $10,000.00.
Page 13 of 44
The total contract not-to-exceed shall not exceed $480,000.00.
10.5 Approved Expenses are defined in Parkland Health & Hospital System fiscal manual titled; Vendor, Contractor, Subcontractor, and Consultant Expense Reimbursement Directive (Attachment A).
Page 14 of 44
EXHIBIT B To Services Agreement Between Dallas County Hospital District d/b/a Parkland Health & Hospital System and Consultant Holland & Knight Statement of Work From the outset of a new engagement, Holland & Knight takes the time to understand a client's objectives, set attainable goals, and map out a comprehensive strategy that addresses both the policy and politics associated with these objectives. To this end, this proposal outlines the steps we would be prepared to take on Parkland's behalf. Our proposed statement of work is as follows: • Conduct an extensive site visit to Parkland and meet with senior executives, staff and other key personnel to gain a full and comprehensive understanding of the health system's public policy, legislative and regulatory needs, as well as your federal funding priorities. As part of this consultation process, Holland & Knight would: 1) Provide Parkland with an assessment of the legislative and budgetary climate and political dynamics in Washington that will govern decisions for the next Congress and Administration, including the anticipated impacts of sequestration and entitlement reform. 2) Discuss upcoming federal requirements associated with the implementation of the Patient Protection and Affordable Care Act (PPACA), including potential Medicare and Medicaid financing vulnerabilities. 3) Evaluate potential federal funding opportunities, including grants and regulatory initiatives, in particular through the Center for Medicare and Medicaid Innovation (CMMI). 4) Develop strategies about the interaction of the Texas Medicaid waiver with various federal Medicaid developments. This includes the future of Medicaid disproportionate share hospital (DSH) payments especially in light of the now optional PPACA Medicaid expansion. • Develop a comprehensive advocacy plan that reflects Parkland's policy priorities given the outcome of the strategic discussions and analysis described above, including implementation objectives and milestones. Prepare issue fact sheets and justification materials for Parkland's policy and funding objectives. This would include the development of persuasive, datadriven materials, comment letters, and other legislative and regulatory materials as necessary.
Page 15 of 44
Organize and execute meetings on Capitol Hill with the Texas delegation as well as other members of Congress and key staff, in addition to meetings with key agency personnel. Maintain constant contact with you on our implementation efforts and provide written and oral updates as requested. Conduct an ongoing mutual assessment of the status of our efforts and evaluate any necessary changes in emphasis or strategy as federal political and legislative factors evolve.
Page 16 of 44
Business Associate Addendum to Consulting Services Agreement This Business Associate Addendum to the Consulting Services Agreement (the “Addendum”), effective February 1st, 2013 (the “Effective Date”), is entered into by and between Holland & Knight, LLP (“Business Associate”) and the Dallas County Hospital District d/b/a Parkland Health & Hospital System, (“Covered Entity”). RECITALS This Addendum amends the Consulting Services Agreement by and between Business Associate and Covered Entity, made and entered into effective the 1st day of February, 2013 (the “Agreement”) by adding the provisions set forth herein, which are fully incorporated into and made a binding part of the Agreement. Under the Agreement, Business Associate may perform or assist in performing a function or activity on behalf of Covered Entity that involves the use and/or disclosure of Protected Health Information (as defined in 45 C.F.R. 164.501 and as may be amended from time to time (“PHI”)), if and only to the extent that use or disclosure of PHI is required in connection with the Agreement. The parties desire to amend the Agreement to include certain requirements regarding the use and/or disclosure of PHI as required by the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”); any and all regulations promulgated thereunder including the standards for privacy of individually identifiable health information at 45 C.F.R. Parts 160 and 164 (“Privacy Rule”) and the standards for the security of electronic protected health information at 45 C.F.R. Parts 160, 162, and 164 (“Security Rule”) (collectively, the Privacy Rule and the Security Rule are referred to herein as the “HIPAA Rules”); any applicable state law or regulation; and the Health Information Technology for Economic and Clinical Health Act (“HITECH”) provisions of the American Recovery and Reinvestment Act of 2009 (“ARRA”). NOW, THEREFORE, for and in consideration of the representations, warranties and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: AGREEMENT 1. Terms Used. Terms used, but not otherwise defined, in this Addendum, shall have the same meaning as those terms in the HIPAA Rules. 2. Permitted Uses and Disclosures of PHI. Except as otherwise limited in the Agreement or this Addendum, Business Associate may use and/or disclose PHI to perform the functions, activities, or services for or on behalf of Covered Entity as specified in the Agreement provided that such use and/or disclosure would not violate the HIPAA Rules if done by Covered Entity. All other uses or disclosures not authorized by the Agreement or this Addendum are prohibited.
Page 17 of 44
3. Responsibilities of Business Associate with Respect to PHI. With regard to the use and/or disclosure of PHI, Business Associate hereby agrees to do the following: 3.1. to not use and/or disclose PHI other than as permitted or required by the Agreement or this Addendum or as Required By Law. 3.2. to implement and use appropriate administrative, physical and technical safeguards to reasonably and appropriately protect the confidentiality, integrity and availability of PHI as well as prevent the use and/or disclosure of PHI other than as provided for by the Agreement or this Addendum. 3.3. to notify Covered Entity through its designated Privacy Officer in the event of any breach of unsecured PHI held by or under the control of Business Associate including the identify of the affected Individual(s) and all other relevant information or of any use and/or disclosure of PHI that is not provided for by the Agreement or this Addendum within three (3) business days of Business Associate becoming aware of such breach or unauthorized use and/or disclosure. Business Associate shall permit Covered Entity to investigate any such report and examine Business Associate’s premises, records, and practices, provided the parameters of such investigation and examination are reasonable and enable Business Associate to adhere to its professional responsibilities to other clients. 3.4. to ensure that all agents, including subcontractors, to whom it provides PHI received from, or created or received by, Business Associate on behalf of Covered Entity agree, in writing where feasible, to the same restrictions and conditions on the use and/or disclosure of PHI that apply to Business Associate pursuant to the Agreement and this Addendum. This shall include, without limitation, ensuring that agents and subcontractors implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of electronic PHI that Business Associate creates, receives, maintains, or transmits on behalf of Covered Entity as required by the Security Rule. 3.5. to provide access (at the request of, and in the time and manner designated by, Covered Entity) to PHI in a Designated Record Set to Covered Entity or, as directed by Covered Entity, to an Individual in order to meet the requirements under 45 C.F.R. 164.524. This provision shall be applicable only if Business Associate has PHI in a Designated Record Set. 3.6. to make any amendment(s) (at the request of, and in the time and manner designated by, Covered Entity) to PHI in a Designated Record Set that Covered Entity directs pursuant to 45 C.F.R. 164.526. This provision shall be applicable only if Business Associate has PHI in a Designated Record Set. 3.7. to make internal practices, books, and records relating to the use and disclosure of PHI received from, created, or received by Business Associate on behalf of, Covered Entity available to the Secretary of the Department of Health and Human Services or his/her designee (the “Secretary”), in a time and manner as designated by the Secretary, for the purposes of determining Covered Entity’s and/or Business Associate’s compliance with the Privacy Rule. Business Associate shall promptly notify
Page 18 of 44
Covered Entity of communications with the Secretary regarding PHI provided by or created by Covered Entity and shall provide Covered Entity with copies of any information Business Associate has made available under this provision. Notwithstanding the foregoing, no attorney-client, accountant-client, or other legal privilege shall be deemed waived by Business Associate or Covered Entity by virtue of this Addendum. Business Associate will not disclose communications, information, legal advice or work product with respect to Covered Entity that is subject to the attorney-client or the attorney work product privilege to the Secretary or to any other government agency, person, entity or organization (other than Covered Entity or to Business Associate's subcontractors or agents), without first notifying Covered Entity and receiving Covered Entity’s prior written approval. Unless and until directed otherwise by Covered Entity in writing, Business Associate will undertake all reasonable efforts to preserve, defend, and assert on Covered Entity’s behalf the attorney-client and the attorney work product privileges as applicable to any communication, information, legal advice or work product with respect to Covered Entity to which access, or for which disclosure, is sought by the Secretary or by any other government agency, person, entity or organization (except Covered Entity or to Business Associate's subcontractors or agents). 3.8. to document disclosures of PHI and information related to such disclosures as would be required for Covered Entity to respond to a request by an Individual for an accounting of disclosures of PHI in accordance with 45 C.F.R. 164.528 as it may be amended from time to time, and incorporating exceptions to such accounting designated under the regulation. Accounting of disclosures shall be in accordance with the policies and procedures of the Covered Entity and shall be made within a time specified by Covered Entity. The first accounting in any 12 month period requested by an Individual shall be provided without charge; a reasonable charge may be made for subsequent accountings if Business Associate informs the Individual in advance of the fee and the Individual is afforded an opportunity to withdraw or modify the request. Such accounting is limited to disclosures that were made in the six (6) years prior to the request (not including any disclosures prior to the compliance date of the Privacy Rule) and shall be provided as long as Business Associate maintains the PHI. In addition, to the extent that Business Associate maintains PHI in an electronic health record, Business Associate agrees to account for all disclosures of electronic PHI upon request of an Individual for a period of at least three (3) years prior to the request (but no earlier than the Effective Date of this BA Addendum and the effective date of the implementing HITECH regulations) as required by HITECH. Such accounting shall be directly to the Individual if requested by the Covered Entity. 3.9. to provide to Covered Entity, in a time and manner designated by Covered Entity, information collected in accordance with Section 3.8. of this Addendum, to permit Covered Entity to respond to a request by an Individual for an accounting of disclosures of PHI in accordance with 45 C.F.R. 164.528. 3.10. to ensure that all disclosures of PHI are subject to the principle of “minimum necessary use and disclosure,” i.e., only PHI that is the minimum necessary to accomplish the intended purpose of the use, disclosure, or request may be disclosed.
Page 19 of 44
3.11. to mitigate, to the extent practicable, any harmful effect that is known to Business Associate of a misuse or unauthorized disclosure of PHI by Business Associate in violation of this Addendum and to report to Covered Entity any security incident of which Business Associate becomes aware. 3.12. to provide training to its members of its workforce regarding the requirements of the HIPAA Rules, HITECH, and this Addendum. 3.13. to review and understand HIPAA and HITECH as they apply to Business Associate and to comply with applicable requirements and any amendments affecting the obligations of Business Associates. 3.14. to provide Business Associate’s policies and procedures for maintaining the confidentiality of records in a Designated Record Set as required by the Privacy Rule and this Addendum to Covered Entity at its request. 4. Business Associate Obligations under ARRA. Business Associate acknowledges that, if it receives PHI from or on behalf of Covered Entity, it is subject to the security and data breach provisions of HIPAA and agrees to abide by those provisions. Business Associate also agrees to abide by all of the privacy provisions set forth in Title XII, Subtitle D of ARRA including, without limitation, restrictions on marketing and requirements related to limited data sets and minimum necessary disclosures. 5. Responsibilities of Covered Entity with Respect to PHI. Covered Entity shall:
5.1. provide Business Associate with the notice of privacy practices that Covered Entity produces in accordance with 45 C.F.R. 164.520 as well as any changes to such notice. 5.2. provide Business Associate with any changes in, or revocation of, permission by Individual to the use and/or disclosure of PHI, if such changes affect Business Associate’s permitted or required uses and/or disclosures. Covered Entity will further notify Business Associate of any restriction on the use and/or disclosure of PHI agreed to by Covered Entity in accordance with the provisions of 45 CFR 164.522 and any restriction requested by an Individual that Covered Entity is required to comply with in accordance with the provisions of HITECH. 5.3. notify Business Associate, in writing, of any restriction to the use and/or disclosure of PHI that Covered Entity has agreed to in accordance with 45 C.F.R. 164.522. 5.4. notify Business Associate, in writing, of any amendment(s) to the PHI in the possession of Business Associate that the Business Associate shall make to the PHI and inform the Business Associate of the time, form and manner in which such amendment(s) shall be made. 5.5. inform the Business Associate of any opt-outs exercised by any individual from marketing and/or fundraising activities of the Covered Entity pursuant to 45 C.F.R. § 164.514(e) when the Agreement pertains to marketing or fundraising.
Page 20 of 44
5.6. obtain any patient authorizations or consents that may be required under state or federal law in order to transmit PHI to Business Associate and to enable Business Associate to use and disclose PHI as contemplated by this Addendum and the Agreement. 6. Specific Use and Disclosure by Business Associate. Except as otherwise limited in the Agreement and this Addendum, Business Associate may: 6.1. use PHI for the proper management and administration of Business Associate or to carry out the legal responsibilities of Business Associate provided that such uses are permitted under state and federal confidentiality laws. 6.2. disclose PHI for the proper management and administration of Business Associate and to carry out Business Associate's legal responsibilities, provided that the disclosures are Required by Law, or Business Associate obtains reasonable assurances from the person to whom PHI is disclosed that it will remain confidential and used or further disclosed only as Required by Law or for the purpose for which it was disclosed to the person, and the person notifies the Business Associate of any instances of which it is aware in which the confidentiality of PHI has been breached. 6.3. use PHI only to provide Data Aggregation services to Covered Entity as permitted by 42 C.F.R. 164.504(e)(2)(i)(B). 7. De-Identified Information. Use and disclosure of de-identified health information is permitted, but only if (i) the precise use is disclosed to Covered Entity and permitted by Covered Entity in its sole discretion and (ii) the de-identification is in compliance with 45 C.F.R. §164.502(d), and any such de-identified health information meets the standards and implementation specifications for de-identification under 45 C.F.R. §164.514(a) and (b), or such regulations as they may be amended from time to time. 8. Indemnification. Business Associate agrees to indemnify and hold harmless Covered Entity and its officers, agents and employees from loss or damages occurring as a result of a breach of any duty owed by Business Associate under this BA Agreement, which is attributed to Business Associate's actual act, failure to act, error or omission arising out of professional conduct. This indemnification does not indemnify Covered Entity, its officers, agents or employees for consequential damages and attorney's fees.. 9. Term and Termination.
9.1. Term. The term of this Addendum shall be effective as of the Effective Date and shall terminate when all of the PHI provided by Covered Entity to Business Associate, or created or received by Business Associate on behalf of Covered Entity, is destroyed or returned to Covered Entity, or, if it is infeasible to return or destroy PHI, protections are extended to such PHI, in accordance with Section 9.3. below. 9.2. Termination for Cause. Covered Entity may immediately terminate the Agreement and this Addendum if Covered Entity determines that Business Associate has breached a material term of this Addendum. Alternatively, the Covered Entity may
Page 21 of 44
choose, in its sole discretion, to: (i) provide the Business Associate written notice of the existence of an alleged material breach; and (ii) afford the Business Associate an opportunity to cure said alleged material breach upon mutually agreeable terms. Nonetheless, in the event that mutually agreeable terms cannot be achieved within ten (10) days, Business Associate must cure said breach to the satisfaction of the Covered Entity within thirty (30) days from the date of the original notice. Failure to cure in the manner set forth in this paragraph is grounds for the immediate termination of the underlying Agreement and/or this BA Addendum. In the event Covered Entity violates its obligations under HIPAA in a manner related to this BA Addendum, Business Associate will provide Covered Entity with notice of the breach. If Covered Entity does not cure the breach within a reasonable period of time following Business Associate’s notification, Business Associate may terminate the underlying Agreement and/or this BA Addendum. 9.3. Effect of Termination.
9.3.1. Except as provided in paragraph 9.3.2 of this Section 9.3., upon termination of the Agreement or this Addendum, for any reason, Business Associate shall return or destroy all PHI received from Covered Entity, or created or received by Business Associate on behalf of Covered Entity. This Section 9.3.1 shall also apply to PHI that is in the possession of subcontractors or agents of Business Associate. Business Associate shall retain no copies of the PHI. 9.3.2. In the event that Business Associate determines that returning or destroying the PHI is infeasible, Business Associate shall provide in writing to Covered Entity notification of the conditions that make return or destruction infeasible. Upon mutual written agreement of the Parties that return or destruction of the PHI is infeasible, Business Associate shall extend the protections of this Addendum to such PHI and limit further uses and disclosures of such PHI to those purposes that make the return or destruction infeasible, for so long as Business Associate maintains such PHI. . The parties hereby agree that return or destruction of PHI in Business Associate's or a subcontractor or agent's working papers, files, or other records maintained by Business Associate or a subcontractor or agent is infeasible in order to ensure compliance with applicable legal, professional or regulatory requirements, and thus, such Protected Health Information shall be retained in accordance with the terms and conditions of this Addendum.
10. Rights to Proprietary Information; Injunctive Relief. Covered Entity retains any and all rights to the proprietary information, confidential information, and PHI it releases to Business Associate. Business Associate understands and acknowledges that any disclosure or misappropriation of any of PHI in violation of this Addendum will cause Covered Entity irreparable harm, the amount of which may be difficult to ascertain, and therefore agrees that Covered Entity shall have the right to apply to a court of competent jurisdiction for specific performance and/or an order restraining and enjoining any such further disclosure or breach and for such other relief as Covered Entity shall
Page 22 of 44
deem appropriate. Such right of Covered Entity is to be in addition to the remedies otherwise available to Covered Entity at law or in equity. 11. liscellaneous.
11.1. Amendment. The Parties agree to negotiate in good faith to take such action as is necessary to amend this Addendum from time to time as is necessary for Covered Entity and Business Associate to comply with the requirements of applicable federal or state laws or regulations governing the use or disclosure of individually identifiable health information. 11.2. Survival. The respective rights and obligations of Business Associate under Sections 7 and 9.3 of this Addendum shall survive the termination of the Agreement and this Addendum. 11.3. Interpretation. Any ambiguity in this Addendum shall be resolved in favor of a meaning that permits the Parties to comply with HIPAA and HITECH. The provisions of this BA Addendum shall prevail over any provisions in the underlying Agreement that may conflict or appear inconsistent with any provision in this BA Addendum. 11.4. No Third Party Beneficiary/Independent Contractors. Nothing in this Addendum is intended, nor shall be deemed, to confer any benefits on any third party. The parties are independent contractors of each other. 11.5. Counterparts; Facsimiles. This Addendum may be executed in any number of counterparts, each of which shall be deemed an original. Facsimile copies hereof shall be deemed to be originals. 12. Effect of Addendum. Except as amended by this BA Addendum, the terms and provisions of the underlying Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be executed by their respective duly authorized representatives. DALLAS COUNTY HOSPITAL DISTRICT D/B/A PARKLAND HEALTH & HOSPITAL SYSTEM By: Name:
)-SL>V, --^v^ Liz McMullen
HOLLANDS. KNIGHT, LLP
Title: Vice President-Finance & Contro^ltle:
Date: \ ~ ,~X" \ Q ) Date:
Page 23 of 44
Attachment A PARKLAND HEALTH & HOSPITAL SYSTEM FISCAL MANUAL
VENDOR, CONTRACTOR, SUBCONTRACTOR AND CONSULTANT EXPENSE REIMBURSEMENT DIRECTIVE To establish a directive and related procedures to guide entities contracting with Parkland Health and Hospital System as to the appropriate expenses and rates allowed for reimbursement by Parkland to any entity while under contract to Parkland. This directive and related procedures relate to reimbursable expenses allowed by the contract documents by and between Parkland Health and Hospital System and the Vendor, Contractor, Subcontractor and/or Consultant (VENDOR). VENDOR or VENDOR’s employees living in the greater Dallas/Fort Worth Metroplex will not be allowed expense reimbursement for airfare, rental car or lodging. Mileage and per diem expense reimbursement will only be acceptable if specifically identified in the contract documents. Mileage will only be allowed between the VENDOR’s place of business and the Parkland facility. Employee’s mileage between home and VENDOR’s place of business will not be reimbursed. Summary of key requirements and considerations: • Single invoice per submission • Detailed receipts attached to invoice (credit card receipts are generally not acceptable) • All invoices and receipts must be clearly legible • Exclusion of non-covered items such as alcohol • Conformance with Parkland acknowledged reimbursable expenses per the contract documents • Submission within 60 days of expense incurrence
PROCEDURES: AIRFARE: Reimbursable airfare is for the vendor’s employee only and should be purchased using the most direct, reasonable and economical rates available based on origin and destination locations. Purchases should be at least 7 days in advance of the day of departure unless directed by Parkland that a later purchase is acceptable. All fares should be “Coach” or “Economy” and will be by the most direct route available. “Business”, “Business First”, “First Class” or other premium airfare are reimbursable at the “Coach” or “Economy” class rate. Expense reimbursement documentation must be: • A valid boarding pass that shows the name, flight number, date and airline or documents showing the reservation indicating the name, flight number, date and airline. Boarding passes printed on 8 ½ x 11 pages are acceptable. • Comparison of at least 3 airline fares of comparable routes unless, due to Parklands direction requiring a later purchase, multiple fares are not available. • Correspondence from Parkland acknowledging that the vendor’s engagement does not allow a 7 day advance purchase of airfare, if applicable. RENTAL VEHICLES: Reimbursement for rental vehicles will be in accordance with Class C rental rates for mid-size vehicles. If Class C is not available, a smaller vehicle will be used. In the event that neither Class C nor a smaller rental car is available, a larger vehicle may be used BUT the absence of a smaller vehicle must be noted on the rental receipt at the time the car is picked up. Reimbursement receipts must include a copy of the original vehicle pickup receipt and the final receipt that is received at the time the car is returned. All cars should be returned with sufficient fuel to prevent additional fuel expenses being imposed by the rental company. No fuel expense from the rental
Page 24 of 44
company will be reimbursed. All fuel receipts must show the date, vendor, gallons and total cost paid. HOTEL / MOTEL: Lodging obtained will be reasonable and in line with the rates in the Dallas area. Reimbursement rates will be the lesser of the actual expense or 145% of the daily rate (inclusive of all taxes, parking, internet accessibility and other fees) established for the Dallas area at http://www.gsa.gov/portal/category/100120. Receipts will show the room rate and dates. Any meals reflected on the hotel bill will be subject to the Per Diem Rates stipulated below. Reimbursement will be for lodging, parking, internet access and meals only. All other expenses will not be allowed including, but not limited to telephone, television pay-per-view, mini-bar or alcohol. Meals / Per Diem: Meals are reimbursed at the actual cost up to a maximum rate of $52 per person per day. The $52 maximum is inclusive of gratuity. All meal expenses must be supported by itemized receipts. Non-itemized credit card receipts are not acceptable. Receipts for multiple individuals must have each person identified by name. Per Parkland policy, alcohol is not a reimbursable expense under any circumstances. Personal Car Mileage: Parkland only revises mileage allowance once per year. Parkland’s allowable mileage reimbursement rate is $0.51 per mile (as of December 31, 2011). Miles must be documented from Google maps or similar source with start and finish locations and total miles. Other Expenses: All other expenses not specifically identified in this directive are not reimbursable unless clearly identified in the contract document. The contract document must state the following as a minimum: • Identification of allowable expense • Specific unit cost of the allowable expense • Identification of the way in which allowable reimbursable expenses can be submitted • Identification of supporting documentation required for reimbursement • Timeframe for submission of expense documentation
Page 25 of 44
800 17th Street, NW, Suite 1100 | Washington, DC 20006 | T 202.955.3000 | F 202.955.5564 Holland & Knight LLP | www.hklaw.com
Katharine K. Leeson (202) 419-2517 email@example.com
November 29, 2012
Mr. Michael Malaise Ms. Katherine Yoder Parkland Health & Hospital System 5201 Harry Hines Blvd. Dallas, Texas 75235
Federal Advocacy Consulting Engagement
Dear Mr. Malaise and Ms. Yoder: Thank you for engaging Holland & Knight LLP (H&K) to provide federal advocacy consulting services to Parkland Health & Hospital System (Parkland). This agreement will be effective as of February 1, 2013. The scope of services under this agreement is outlined in Exhibit B to the attached Consulting Services Agreement. As described in Exhibit A, H&K's fee in this matter will be $150,000 per year, plus any reimbursable expenses, which shall not to exceed $10,000 per year. This agreement shall have an optional two (2) consecutive, one (1) year terms payable at $150,000 per year, plus any reimbursable expenses, which shall not to exceed $10,000 per year. Reimbursable expenses would include routine items such as long distance telephone, postage, copying, messenger, federal express and local travel. Any long-distance travel or unusual expenses would only be incurred if pre-approved by Parkland. The services for which Parkland has engaged H&K are law-related and not legal services. In other words, H&K will not be acting as Parkland's lawyers in this matter, but rather in a lobbying capacity utilizing nonlawyer personnel. As such, the protections which accompany an attorneyclient relationship do not apply. For example, while H&K will keep Parkland's information confidential as required above, the specific rules governing lawyers and client confidential information do not apply. Further, H&K's lawyers would not be prohibited from providing legal services to clients in unrelated legal matters that may be adverse to Parkland. While the conflict
Page 26 of 44
HOLLAND & KNIGHT TERMS OF ENGAGEMENT
We appreciate your decision to engage Holland & Knight LLP (“H&K”), a national law firm, for the consulting services described in the accompanying letter. This document explains how we work, our obligations to you, your obligations to us, what we will do on your behalf, and how our charges will be determined and billed. Experience has shown that an understanding of these matters will contribute to a better relationship between us, and that in turn makes our efforts more productive. Our engagement and the services that we will provide to you are limited to the matter identified in the accompanying letter. Any changes in the scope of our engagement as described in the letter must be approved in writing. We will provide consulting services only. You have acknowledged in the accompanying letter that you do not expect to receive, and we will not provide any legal services as part of this engagement. Consequently, no attorney-client relationship will result from this engagement and you will not become entitled to any of the benefits of an attorney-client relationship, such as an attorney’s ethical duty of confidentiality or the attorney-client privilege against compelled disclosure. You will provide us with the factual information and materials we require to perform the services identified in the letter, and you (solely or together with other advisers) will make such business, legal or technical decisions and determinations as are appropriate. You will not rely on us for business, investment, legal or accounting decisions, or expect us to investigate the character or credit of persons or entities with whom you may be dealing, unless otherwise specified in the letter. Fees and Billing. We encourage flexibility in determining billing arrangements. For example, we often agree with our clients to perform services on a fixed-fee or other basis that we and the client believe will encourage efficiency and reflect the value of our services in relation to a particular objective. If you and we have agreed on a fixed fee arrangement, you agree that our fees will not be limited to the fixed amount if you fail to make a complete and accurate disclosure of information that we have requested and that we reasonably require for our work, or if you materially change the terms, conditions, scope, or nature of the work, as described by you when we determined the fixed amount, or as compared with the work normally and customarily involved in similar engagements. If any of these events occurs, you agree that our fees will be based upon the other factors described below, unless you and we agree on a revised fixed fee. If the accompanying letter does not provide for a fixed fee, or if we do not otherwise confirm to you in writing a fee arrangement, our fees for services will be determined as described in the following paragraphs. When establishing fees for services that we render, we are guided primarily by the time and labor required, although we also consider other appropriate factors, such as the novelty and difficulty of the issues involved; the skill required to perform the particular assignment; time-saving use of resources (including research, analysis, data and documentation) that we previously have developed and stored electronically or otherwise in quickly retrievable form; the fee customarily charged by comparable companies for similar consulting services; the amount of money involved or at risk and the results obtained; and the time constraints imposed by either the client or the circumstances. We generally require a retainer in an amount that is appropriate with respect to the proposed engagement. Unless otherwise agreed, the retainer will be applied to the last statement rendered in connection with the engagement, with any unused portion being returned to the client. In determining a reasonable fee for the time and labor required for a particular matter, we consider the ability, experience, and reputation of the consultant or consultants who perform the services. To facilitate this determination, we internally assign to each consultant an hourly rate based on these factors.
Page 28 of 44
Of course, our internal hourly rates change periodically to account for increases in our cost of delivering consulting services, other economic factors, and the augmentation of a particular consultant's ability, experience, and reputation. Any such changes in hourly rates are applied prospectively, as well as to unbilled time previously expended. We record and bill our time in one-tenth hour (six minute) increments; however, the minimum time that is normally billed for the total of an individual consultant's activities on a matter in a single day is three-tenths of an hour. Out-of-Pocket Expenses. In addition to consulting fees, our statements will include out-of-pocket expenses that we have advanced on your behalf and our internal charges (which may exceed direct costs and allocated overhead expenses) for certain support activities. Alternatively, the company may charge for such internal charges as a percentage of the fees charged. Advanced expenses generally will include such items as travel and expedited delivery charges. Our internal charges typically include such items as toll calls, facsimile transmissions, overnight courier services, certain charges for terminal time for computer research, and charges for photocopying materials sent to the client or third parties or required for our use. We may request an advance cost deposit (in addition to the advance fee deposit) when we expect that we will be required to incur substantial costs on behalf of the client. Billing. We bill periodically through-out the engagement for a particular matter, and our periodic statements are due when rendered. If our fees are based primarily on the amount of our time devoted to the matter, our statements will be rendered monthly. Our statements contain a concise summary of each matter for which consulting services are rendered and a fee is charged. If our statements are not paid in a timely manner, we reserve the right to discontinue services. Additionally, if our statement has not been paid within 30 days from the date of the statement, we impose an interest charge of 1.25 percent per month (a 15 percent annual percentage rate) from the 30th day after the date of the statement until it is paid in full. Interest charges apply to specific monthly statements on an individual statement basis. Any payments made on past due statements are applied first to the oldest outstanding statement. We are entitled to attorneys' fees and expenses if collection activities are necessary. Questions About Our Bills. We invite you to discuss freely with us any questions that you have concerning a fee charged for any matter. We want our clients to be satisfied with both the quality of our services and the reasonableness of the fees that we charge for those services. We will attempt to provide as much billing information as you require and in such customary form that you desire, and are willing to discuss with you any of the various billing formats we have available that best suits your needs. Confidentiality. Although not mandated by attorney professional conduct regulations (given that our relationship is not of attorney and client), this is to confirm to you that H&K and its principals and employees agree to maintain in strict confidence all information and materials furnished to us in confidence by you and your representatives and to make disclosure thereof only in accordance with your directions or consent or pursuant to law, judicial order or decree. Termination. Upon completion of the matter to which this engagement applies, or upon earlier termination of our relationship, our consulting relationship will end unless you and we have expressly agreed to a continuation with respect to other matters. We hope, of course, that such a continuation will be the case. The engagement is terminable at will by either of us. The termination of the engagement will not terminate your obligation to pay fees and expenses incurred prior to the termination. ***** Your agreement to this engagement constitutes your acceptance of the foregoing terms and conditions. If any of them is unacceptable to you, please advise us now so that we can resolve any differences and proceed with a clear, complete, and consistent understanding of our relationship.
Page 29 of 44
Page 30 of 44
Page 31 of 44
Parkland Health & Hospital System’s (“Parkland’s”) commitment to compliance and ethics is an essential component of our core business practices and is critical to the success of our mission. Parkland has established a comprehensive, values-based Compliance & Ethics Program to support our mission and to demonstrate Parkland’s due diligence in promoting an organizational culture that encourages legal and ethical conduct. The goals of the Compliance & Ethics Program are to: • • • • • • Foster a culture of integrity, accountability and ethical behavior throughout the organization; Implement processes and procedures that promote prevention, detection and correction of conduct or practices that are illegal or unethical; Establish an environment that encourages employees to report ethical concerns without fear of retaliation; Identify and address Parkland’s primary compliance risks; Establish effective internal controls that promote adherence to applicable federal and state laws and regulations; and Maintain ethical and transparent business practices thus reassuring the public’s trust and confidence in Parkland.
The Parkland Code of Conduct & Ethics (“Code”) is the foundation of our Compliance & Ethics Program and outlines the standards by which we will carry out our daily work activities at Parkland. The standards set forth in the Code apply to all members of the Board of Managers, officers, employees, members of the medical staff, volunteers, contractors, vendors, agents and others conducting business with, or on behalf of, Parkland and will be applied consistently at all levels of the organization. The Code is also designed to include the operations of the Parkland Community Health Plan, Parkland Foundation, and other Parkland affiliates. Because the Code of Conduct & Ethics rests on our mission, vision, and guiding principles, it is an integral part of our daily activities and sets the tone for our personal and business behavior. Upholding the standards set forth in the Code of Conduct & Ethics is critical to preserving the public’s trust and confidence in Parkland. 4 Parkland Code of Conduct & Ethics-April 2012
Page 32 of 44
Dedicated to the health and well-being of individuals and communities entrusted to our care.
By our actions, we will define the standards of excellence for public academic health systems.
Our values and principles reflect our shared responsibility to achieve health care excellence for our patients and communities.
We will provide service in a spirit of empathy, love, and concern.
We will be honest, trustworthy, authentic, humble, and transparent in all of our relationships. We will demonstrate devotion to duty and to the service of others.
We will treat everyone fairly in recognition of their intrinsic worth.
We will work together with our patients and partners.
We will create a servant-led environment.
We will provide high standards of service and performance.
We will manage resources responsibly and bring value to patients and taxpayers. 5 Parkland Code of Conduct & Ethics-April 2012
Page 33 of 44
QUALITY OF CARE AND PATIENT RIGHTS
Standard of Conduct: We are committed to providing high quality health care and services to our patients, their families, visitors, and the community. All patients have the right to safe care, quality services, transparency, and privacy as outlined in our Patient Rights and Responsibilities form.
• • • • • • We will treat our patients with dignity and respect at all times. We will listen to our patients, families, and visitors to understand any concerns or complaints and will involve patients in the decision- making process about their care. We will recognize the right of our patients to receive appropriate services provided by competent individuals in an efficient, cost effective, and safe manner. We will provide services that are based on current standards of practice. We will continually monitor the clinical quality of our services and strive to improve the quality of the services provided. We will protect our patients from real or perceived mental, physical, sexual or verbal abuse, neglect, or exploitation from anyone, including staff, other patients, visitors or family members. We will immediately report any alleged abuse, neglect or exploitation to a supervisor. We will respond to patient questions, concerns, and needs in a timely and sensitive manner. We will respond to patients and/or families who are involved in or witness intimidating and/or disruptive behaviors and will thank them for sharing their concerns. We will apply our admission, treatment, transfer, and discharge policies to all patients based upon identified patient needs, our statutory mission, and appropriate business practices (including guidelines for payment and financial classification). We will provide treatment and medical services without discrimination based on race, age, religion, national origin, sex, sexual orientation, or disability. We will maintain licensure and credentialing standards to further the provision of clinical services by properly trained and experienced practitioners. Parkland Code of Conduct & Ethics-April 2012
• • •
• • •
Page 34 of 44
HEALTH AND SAFETY
Standard of Conduct: We are committed to promoting a culture of safety and assuring quality for the health and safety of our patients and their families, visitors, employees, physicians, and other service providers. • We will take all reasonable precautions and will comply with and abide by applicable environmental, health, and safety laws and regulations and Parkland policy to maintain a safe and secure environment. We will encourage patients and their families to report their observations and complaints of unsafe conditions to a Supervisor and/or a Patient Advocate. We will strive to provide an environment for all individuals that is free from any form of verbal, physical, sexual or other unlawful harassment or intimidation. We will quickly and efficiently respond to patients’ safety concerns, questions and needs. We are committed to providing a safe work environment and will implement and monitor policies and procedures for workplace safety compliant with federal and state safety laws, regulations, and workplace safety directives. We will strive to provide an environment that is free from violence. Unauthorized weapons of any kind are strictly prohibited. We will promptly report any accidents involving injury to an employee, physician, or other service provider, applicable third party or visitor through the event reporting process. We will alert the appropriate departments and personnel if unsafe conditions or practices are observed in the work environment. We will adhere to all regulations and procedures for disposing of medical waste and hazardous material. We will promptly report all spills or accidents involving medical waste or hazardous materials to a supervisor and take immediate action to help prevent harm and/or further damage. We will immediately advise our supervisor if, as a result of work, we are injured or contract an occupational illness. We will safely store, secure, and count all drugs and pharmaceuticals. Missing or diverted drugs will be promptly reported to the appropriate supervisor. We will promptly report incidents that compromise our patients’ safety utilizing the Patient Safety Network (PSN). Parkland Code of Conduct & Ethics-April 2012
• • • •
• • • • • • • • •
Page 35 of 44
CONFIDENTIALITY OF PROTECTED HEALTH INFORMATION
Standard of Conduct: We are committed to honoring our patients’ right for Protected Health Information (PHI) to be kept confidential and will take the appropriate measures to protect the privacy and security of our patients’ PHI.
• We will safeguard our patients’ PHI in a manner that is reasonable and appropriate to avoid intentional or unintentional use or disclosure. We will respect the privacy of our patients and abide by all applicable laws and regulations and Parkland policy to protect the PHI of our patients. We will limit the amount of PHI (written, spoken or electronic) to the minimum amount needed to accomplish the intended purpose when accessing, using, disclosing or requesting PHI. We will limit access to PHI based strictly on a legitimate clinical or business need that is appropriate for the role or function performed in the organization. We will not reveal or discuss patient-related information except with health care personnel involved in their care, payors and others authorized to review patient information in the course of treatment, payment, and/or healthcare operations. We will release PHI and patient records in accordance with applicable laws and regulations and Parkland policy. We will obtain properly completed authorization forms prior to disclosing PHI for any request outside of normal treatment, payment, and/or healthcare operations purposes. We will protect the privacy and security of patient medical, billing, and claims information, and other PHI through sufficient and reasonable physical, technical, and administrative measures to prevent unauthorized access to or use or disclosure of patient information. We will provide access to medical, billing, and claims information for our patients and their legal representatives as required by law. We will seek advice when in doubt about privacy and confidentiality requirements surrounding PHI from our supervisor or the Parkland Privacy Officer. Parkland Code of Conduct & Ethics-April 2012
Page 36 of 44
Standard of Conduct: We recognize that accomplishing Parkland’s mission is dependent upon our people, a team that includes many diverse individuals with varied skills and competencies. Every member of the team is important.
• • • • • • • • • • We will treat everyone with fairness, dignity and respect. We will engage in human resources practices that promote personal and professional advancement. We will hold each other accountable for modeling desirable behaviors which include, but are not limited to: maintaining high levels of professionalism; respecting all patients, family members, staff and visitors; working as a team member; communicating openly and honestly; maintaining patient confidentiality; and reporting patient safety concerns promptly. We will provide equal employment opportunities to employees and applicants for employment and require that all employment actions be made without regard to race, color, religion, sex, national origin, marital status, political belief, age (40 or over), veteran status, sexual orientation or disability in accordance with applicable laws and regulations. We will comply with all applicable laws, regulations and policies and procedures that govern employment matters. We will prohibit unauthorized sales and solicitation of orders for any type of product or service to anyone on Parkland premises unless specifically authorized by Parkland. We will promote diversity with respect to individuals with disabilities and will make reasonable accommodations to any individual, as required by law. We will immediately self-disclose any and all felony and misdemeanor convictions (excluding Class C misdemeanor traffic law violations), including those for which we received probation. We will follow all laws and policies regarding the manufacture, sale, possession, distribution, or use of illegal drugs or alcohol, which are strictly prohibited at Parkland. Reporting to work while under the influence of illegal drugs or alcohol will not be tolerated. We will strive to ensure that our actions contribute to performing our Parkland duties in an ethical and effective manner. Parkland Code of Conduct & Ethics-April 2012
• • • • •
Page 37 of 44
We will fully investigate reports of unacceptable or disruptive behavior in the work environment. If a report of such behavior is substantiated we will apply the provisions of the applicable Human Resources Corrective Action Procedure(s) or the Medical Staff Unprofessional and Disruptive Conduct Procedure(s).
Page 38 of 44
Attachment E COMPLIANCE PROCEDURE MANUAL
Section: Standards and Procedures Number: 2100-02 Subject: Deficit Reduction Act (False Claims Act) Effective Date: July 19, 2007 Original Issue Date: July 19, 2007 Last Revision Date: August 19, 2009 Last Review Date: August 19, 2009 Page 1 of 6 Purpose Parkland developed and implemented a Compliance Program in an effort to establish, in part, effective internal controls that promote adherence to applicable federal and state laws and the program requirements of federal and state health plans. The Deficit Reduction Act of 2005 (DRA) requires that any entity receiving or making annual Medicaid payments exceeding $5 million establish and disseminate to all of its employees and contractors written policies that set forth the entity’s policies and procedures for preventing and detecting fraud, waste, and abuse in federal health care programs and that describe the federal and state false claims laws. This procedure summarizes Parkland’s existing policies and associated procedures for detecting and preventing fraud, waste, and abuse, including how to report concerns internally. This procedure also provides an overview of applicable federal and state laws used by the government to enforce compliance with federal and state health care program requirements, including the Federal Civil and Criminal False Claims Act and Program Fraud Civil Remedies Act, and the Texas Medicaid Fraud Prevention Law. Policy 1. Parkland is committed to complying with all applicable laws and regulations. Parkland supports the efforts of federal and state authorities in identifying incidents of fraud, waste, and abuse and has the necessary procedures in place to prevent and detect fraud, waste, and abuse. All employees, contractors, and agents must conduct themselves in an ethical and legal manner as defined in the Parkland Code of Conduct & Ethics. All employees, contractors, and agents are responsible for reporting potential or suspected incidents of fraud and abuse and other wrongdoing. The Compliance Officer (CO), in consultation with Legal Counsel, has responsibility for receiving and acting upon all information suggesting the existence of possible fraud, waste, abuse or other wrongdoing and for directing all investigations arising from this information.
Page 39 of 44
Parkland has implemented a number of policies and procedures that are used to assist Parkland in its efforts to prevent and detect violations of federal and state health care program requirements and Parkland’s own policies and procedures, including the following: Open Door policy. Parkland has an Open Door policy that encourages employees, contractors, and agents to report problems and concerns. All employees, contractors and agents are responsible for reporting potential or suspected incidents of fraud and abuse or other wrongdoing by discussing the question or concern with the direct supervisor, contacting a member of the Parkland management team, calling the Compliance Officer directly, or calling the Parkland Integrity Line.
Parkland Integrity Line. Parkland has established a reporting line. The Parkland Integrity Line’s toll-free number is 1-800-351-0093. Employees are encouraged to utilize the Integrity Line. Callers to the Integrity Line may remain anonymous or may seek confidentiality. Non-Retaliation policy. It is Parkland’s policy that there shall be no retaliation against any person who reports a problem or concern, initiates a complaint, or participates in an investigation of a complaint in good faith. Responding to Reports and Complaints of Noncompliance. Upon receipt of a report or notice of suspected noncompliance with any criminal, civil, or administrative law, the CO will conduct an “initial inquiry” into the alleged noncompliance. No supervisor or manager should directly confront an employee with the allegation of fraud or otherwise discuss the issue with anyone suspected of engaging in fraudulent or abusive practices without prior approval from Legal Counsel. If the initial inquiry indicates that there is sufficient evidence of possible noncompliance, an investigation will be conducted in accordance with Parkland policy. Upon completion of an investigation, appropriate action shall be taken for corrective action measures to prevent similar problems from occurring in the future. Cooperation with Investigations. It is Parkland’s policy to cooperate with federal and state agencies that conduct healthcare fraud and abuse investigations. Enforcement and Discipline. Parkland will take appropriate and consistent disciplinary and enforcement action (i.e., corrective action plans, employment termination or contract termination) against employees, providers, subcontractors, consultants, and agents whose conduct is not in compliance with Parkland’s compliance policies, the Parkland Code of Conduct & Ethics, or any federal or state law or regulation. Training and Education. The development and implementation of regular, effective education and training programs for employees is an integral part of the Parkland Compliance Program, All Parkland employees receive an introduction to the compliance program during New Employee Orientation and annually thereafter. In addition, some employees receive specialized compliance education pertaining their job function and responsibilities. Additional information about the Parkland
Page 40 of 44
compliance and training program is included in the Compliance Education and Training Policy. In addition to Parkland’s own compliance policies and procedures to prevent and detect violations of federal and state health care program requirements, the federal government and the State of Texas have also enacted criminal, civil, and administrative laws that prohibit the submission of false or fraudulent claims and the making of false statements to the federal and state governments. These laws contain various criminal, civil, and administrative penalties and provide governmental authorities with broad authority to investigate allegations of fraud, waste, and abuse and to enforce compliance with federal and state health care program requirements. Attachment A to this Policy provides an overview of the applicable federal and state laws. Prior Procedure Reference(s): Internal Reference(s): Parkland Code of Conduct & Ethics Integrity Line (Policy #5000-02) Problem Reporting and Non-Retaliation (Policy #5000-03) Internal Investigation (Procedure #6100-02) Voluntary Disclosure to Third Parties Disclosure of Overpayments and Deficiencies (Policy #5000-04) Disciplinary Action Process for Compliance Violations Compliance Training and Education (Policy #3000-01) Compliance Office and Legal Counsel Protocol and Procedures (Procedure #5100-07) External Reference(s): Section 6032, Deficit Reduction Act of 2005 (DRA)
_____________________________ Compliance Officer
ATTACHMENT A Federal Laws
Page 41 of 44
The federal False Claims Act and the Program Fraud Civil Remedies Act of 1986 are the primary federal laws used by the federal government to enforce compliance with federal health care program requirements. The False Claims Act. The False Claims Act ("FCA") provides, in pertinent part, that:
(a) Any person who (A) knowingly presents, or causes to be presented, a false or fraudulent claim for payment or approval; (B) knowingly makes, uses, or causes to be made or used, a false record or statement material to a false or fraudulent claim ; (C) conspires to commit a violation of subparagraph (A), (B), (D), (E), (F), or (G); (D) has possession, custody, or control of property or money used, or to be used, by the Government and knowingly delivers, or causes to be delivered, less than all of that money or property; (E) is authorized to make or deliver a document certifying receipt of property used, or to be used, by the Government and, intending to defraud the Government, makes or delivers the receipt without completely knowing that the information on the receipt is true; (F) knowingly buys, or receives as a pledge of an obligation or debt, public property from an officer or employee of the Government, or a member of the Armed Forces, who lawfully may not sell or pledge property; or (G) knowingly makes, uses, or causes to be made or used, a false record or statement material to an obligation to pay or transmit money or property to the Government, or knowingly conceals or knowingly and improperly avoids or decreases and obligation to pay or transmit money or property to the Government.
*** is liable to the United States Government for a civil penalty of not less than $5,000 and not more than $10,000, as adjusted by the Federal Civil Penalties Inflation Adjustment Act of 1990 (28 U.S.C. 2461 note; Public Law 104-410, plus 3 times the amount of damages which the Government sustains because of the act of that person . . . . Definitions. For purposes of this section, (1) the terms "knowing" and "knowingly" (A) mean that a person, with respect to information- (i) has actual knowledge of the information(ii) acts in deliberate ignorance of the truth or falsity of the information; or (iii) acts in reckless disregard of the truth or falsity of the information; (B) require no proof of specific intent to defraud . While the False Claims Act imposes liability only when the claimant acts “knowingly,” it does not require that the person submitting the claim have actual knowledge that the claim is false. A person who acts in reckless disregard or in deliberate ignorance of the truth or falsity of the information, also can be found liable under the Act. 31 U.S.C. 3729(b). In sum, the False Claims Act imposes liability on any person who submits a claim to the federal government that he or she knows (or should know) is false. An example may be a physician who submits a bill to Medicare for medical services she knows she has not provided. The False Claims Act also imposes liability on an individual who may knowingly submit a false record in order to obtain payment from the government. An example of this may include a government contractor who submits records that he knows (or should know) are false and that indicate compliance with certain contractual or regulatory requirements. The third area of liability includes those instances in which someone may obtain money from the federal government to which he may not be entitled, and then uses false statements or records in order to retain the money. An example of this so-called “reverse false claim” may include a hospital that obtains interim payments from Medicare throughout the year, and then knowingly files a false cost report at the end of the year in order to avoid making a refund to the Medicare program.
Page 42 of 44
In addition to its substantive provisions, the FCA provides that private parties may bring an action on behalf of the United States. 31 U.S.C. 3730 (b). These private parties, known as “quitam relaters,” may share in a percentage of the proceeds from an FCA action or settlement. Section 3730(d)(1) of the FCA provides, with some exceptions, that a qui tam relator, when the Government has intervened in the lawsuit, shall receive at least 15 percent but not more than 25 percent of the proceeds of the FCA action depending upon the extent to which the relator substantially contributed to the prosecution of the action. When the Government does not intervene, section 3730(d)(2) provides that the relator shall receive an amount that the court decides is reasonable and shall be not less than 25 percent and not more than 30 percent. The FCA provides protection to qui tam relaters who are discharged, demoted, suspended, threatened, harassed, or in any other manner discriminated against in the terms and conditions of their employment as a result of their furtherance of an action under the FCA. 31 U.S.C. 3730(h). Remedies include reinstatement with comparable seniority as the qui tam relator would have had but for the discrimination, two times the amount of any back pay, interest on any back pay, and compensation for any special damages sustained as a result of the discrimination, including litigation costs and reasonable attorneys’ fees. The Program Fraud Civil Remedies Act of 1986 - The Program Fraud Civil Remedies Act of 1986 is a statute that establishes an administrative remedy against any person who presents or causes to be presented a claim or written statement that the person knows or has reason to know is false, fictitious, or fraudulent due to an assertion or omission to certain federal agencies (including the U.S. Department of Health and Human Services). The Program Fraud Civil Remedies Act allows for penalties of $5,000 per claim and an assessment of up to twice the amount of the original claim. State Laws The Texas Medicaid Fraud Prevention Law - The Texas Medicaid Fraud Prevention Law (FPL) is substantially similar to the federal False Claims Act. The actions that trigger civil and criminal penalties under the Texas FPL generally mirror those of the federal FCA, and include making a false statement of concealing information that affects the right to a Medicaid benefit or payment and conspiring to defraud the state by obtaining an unauthorized payment from the Medicaid program or its fiscal agent. In addition, under the FPL, a person may also be liable if he presents a claim for payment under the Medicaid program for a product or service that was rendered by an unlicensed provider or that has not been approved by the patient’s treating healthcare practitioner. Like the federal FCA, the FPL has a provision that permits private individuals (“whistleblowers”) to bring an action on behalf of the state and receive a portion of the recovery if the case is successful. The private individual’s share could be reduced or eliminated altogether, however, if the individual planned and initiated the activity upon which the lawsuit was based or if the individual is convicted of criminal conduct arising from his role in the illegal activity. Like the FCA, the FPL includes provisions to prevent employers from retaliating against employees for their involvement in FPL actions.
Page 43 of 44
State Law Prohibiting Payment for Referrals - Under the Texas law, it is a state jail felony to intentionally or knowingly solicit, receive, offer, or pay any remuneration, including any kickback, bribe, or rebate, in return for: (i) referring an individual for, or arranging for the furnishing of any item or service for which payment may be made under the Medicaid program; or (ii) purchasing, leasing, ordering, or arranging for or recommending the purchasing, leasing, or ordering of any good, facility, service, or item for which payment may be made under the Medicaid program. Securing Execution of a Document by Deception - Texas law imposes criminal penalties against a person who, with intent to defraud or harm any person, causes another person, by deception, to sign or execute any document affecting property or service or the pecuniary interest of any person. Under the terms of the statute, this law may be used by the state to pursue suspected fraud in the Texas Medicaid program.
Page 44 of 44
This action might not be possible to undo. Are you sure you want to continue?
We've moved you to where you read on your other device.
Get the full title to continue listening from where you left off, or restart the preview.