SUBCONTRACTOR AGREEMENT Contractor COMPANY Address City State Zip Subcontractor SUBCONTRACTOR COMPANY NAME
This AGREEMENT, effective January 1, 2008, is by and between COMPANY NAME hereinafter referred to as COMPANY, and Proactive Physician Services, Inc, hereinafter referred to as SUBCONTRACTOR. The Terms and Conditions in this Agreement together with any attachments constitute the entire Agreement between COMPANY and SUBCONTRACTOR. TERMS AND CONDITIONS FOR SUBCONTRACTOR AGREEMENT ARTICLE 1. DEFINITIONS AND REFERENCES 1.1 Definitions 1.1.1 COMPANY is the prime contractor. All correspondence with COMPANY should be addressed to: 1.1.2 The CLIENT is named in the Task Order. 1.1.3 This Agreement consists of the following documents: 1. 2. 1.2 This 5-page Agreement Task Orders COMPANY receives payment from CLIENT on account thereof. It is intended that payments to SUBCONTRACTOR will be made as COMPANY is paid by CLIENT under the prime contract, and that COMPANY shall exert reasonable and diligent efforts to collect prompt payment from CLIENT. Following receipt of reimbursement from CLIENT, payment will be made by COMPANY on approved invoice amount, less any retainage by CLIENT, less any retainage specified elsewhere in this Agreement. Progress payments to SUBCONTRACTOR will not constitute acceptance of work under the Scope of Services. 2.3 Final Payment Upon completion of the Scope of Services, SUBCONTRACTOR will notify COMPANY, in writing, that the Scope of Services is complete and that final payment is due. If the Scope of Services has been completed in accordance with this Agreement, final payment will be made within 14 days of receipt of payment from CLIENT. 2.4 Liens SUBCONTRACTOR will promptly pay for all services, labor, materials, and equipment used or employed by SUBCONTRACTOR in the Scope of Services, and will maintain all materials, equipment, structures, buildings, and premises free and clear of mechanic’s or other liens. SUBCONTRACTOR will, upon completion of the Scope of Services and before final payment is due, furnish COMPANY with reasonable evidence that all services, labor, materials, and equipment have been paid in full. 2.5 Interest Any interest received by COMPANY from CLIENT for late progress payments or retainages will be shared with SUBCONTRACTOR on a pro rata basis.
Compensation and Invoices
1.2.1 Compensation shall be as described in each SUBCONTRACTOR Task Order. 1.2.2 Invoices shall be prepared in a format acceptable to CONTRACTOR and the CLIENT. 1.2.3 SUBCONTRACTOR is not permitted to apply a mark-up to invoices submitted by Subcontractors to SUBCONTRACTOR (Lower Tier Subcontractor). 1.3 1.4 Period of Performance Scope of Work From January 1, 2008 to December 31, 2011. Subcontractor shall perform services as authorized by CONTRACTOR after receiving a written Task Order. Work shall be performed according to the specific requirements of each task order under the conditions of this Agreement. ARTICLE 2. TERMS OF PAYMENT 2.1 Invoicing SUBCONTRACTOR may submit invoices to COMPANY by the 1st day of each month for work performed during the previous month. Such invoices will represent the value of the completed Scope of Services and will be prepared in a form and supported by documentation as COMPANY may reasonably require. 2.2 Progress Payments The COMPANY shall bill CLIENT monthly on account of SUBCONTRACTOR's services and expenses and shall pay SUBCONTRACTOR within 14 days of the time
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ARTICLE 3. OBLIGATIONS OF SUBCONTRACTOR 3.1 Independent Contractor SUBCONTRACTOR is an independent contractor and will maintain complete control of and responsibility for its employees, subcontractors, and agents. SUBCONTRACTOR shall also be solely responsible for Page 1 of 5
the means and methods for carrying out the Scope of Services and for the safety of its employees. Nothing contained in this Agreement will create any contractual relationship between CLIENT and SUBCONTRACTOR. 3.2 Lower Tier Subcontractor Subcontractors to SUBCONTRACTOR (Lower Tier Subcontractors) are not permitted without prior written Agreement by COMPANY. 3.3 Performance 3.3.1 The standard of care applicable to SUBCONTRACTOR’s services will be the degree of skill and diligence normally employed by others performing the same or similar services. SUBCONTRACTOR will reperform any services not meeting this standard without additional compensation. If such deficiencies are not corrected in a timely manner, COMPANY may cause the same to be corrected and deduct costs incurred from SUBCONTRACTOR’s compensation. 3.4 Insurance Not required. 3.5 Indemnification 3.5.1 SUBCONTRACTOR agrees to indemnify COMPANY and CLIENT from any claims, damages, losses, and costs, including, but not limited to, attorney’s fees and litigation costs, to the proportionate extent caused by the breach of contract, negligence, or willful misconduct of SUBCONTRACTOR, its employees, affiliated companies, officers, and Lower Tier Subcontractors in connection with the project. 3.5.2 COMPANY agrees to indemnify SUBCONTRACTOR from any claims, damages, losses, and costs, including, but not limited to, attorney’s feed and litigation costs, to the proportionate extent caused by the breach of contract, negligence, or willful misconduct of COMPANY. 3.6 Codes, Laws, and Regulations SUBCONTRACTOR will comply all applicable codes, laws, regulations, standards, and ordinances in force during the term of this Agreement. 3.7 Permits, Licenses, and Fees SUBCONTRACTOR will obtain and pay for all permits and licenses required by law that are associated with SUBCONTRACTOR’s performance of the Scope of Services. 3.8 Publicity SUBCONTRACTOR will not disclose the nature of its Scope of Services on the project, or engage in any other publicity or public media disclosures with respect to this project without the prior written consent of COMPANY and CLIENT. 3.9 Key Personnel SUBCONTRACTOR will provide qualified personnel to perform the Scope of Services. Within 10 days of execution of this Agreement or receipt of a written authorization to proceed, SUBCONTRACTOR will submit a list of key personnel for its work, including a designated project manager, if requested by COMPANY, and will not
change or reassign any of the designated key personnel without the written approval of COMPANY. 3.10 Copies of Data One legible copy each of all laboratory, field, or other notes, log book pages, and technical data, computations, designs and other instruments of service prepared under the terms of this Agreement will be delivered by SUBCONTRACTOR to COMPANY upon completion of the Scope of Services. 3.11 Additional Assignments SUBCONTRACTOR will not solicit or accept any assignment or contract in any form from CLIENT during the life of this Agreement and for 1 year after this Agreement ends without COMPANY’s written approval. 3.12 Access to Records SUBCONTRACTOR will maintain accounting records, in accordance with generally accepted accounting principles and practices, to substantiate all invoiced amounts. Said records will be available for examination by COMPANY during SUBCONTRACTOR’s normal business hours for a period of 3 years after SUBCONTRACTOR’s final invoice to the extent required to verify the costs hereunder. 3.13 Suspension of Work SUBCONTRACTOR will, upon written notice from COMPANY, suspend, delay, or interrupt all or a part of the Scope of Services. In such event, SUBCONTRACTOR will resume the Scope of Services upon written notice from COMPANY, and an extension of time and/or and equitable adjustment in compensation, if appropriate, will be mutually agreed upon. 3.14 Hazardous or Toxic Substances If this Agreement involves hazardous or toxic substances, SUBCONTRACTOR will strictly comply with all safety or training requirements promulgated by law or regulation. 3.15 Schedule The SUBCONTRACTOR must meet the schedule specified in the Scope of Services. In the event that SUBCONTRACTOR or COMPANY estimates that SUBCONTRACTOR will fail to meet a mutually agreed upon schedule or time of completion and SUBCONTRACTOR does not propose a solution satisfactory to COMPANY, COMPANY may require SUBCONTRACTOR to implement any or all of the following: (1) Extend its working day to 10 hours or more (2) Extend its working week to 6 or 7 days (3) Increase the labor force (4) Provide and utilize additional equipment and facilities SUBCONTRACTOR will continue the accelerated services until such time as COMPANY determines that progress conforms to the schedule completion time. All additional costs of the accelerated effort will be borne solely by SUBCONTRACTOR unless a change in Scope of Services can be shown. 3.16 Monthly Progress Reports None required Page 2 of 5
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3.17 Observation of the Work COMPANY reserves the right, but not the obligation, at all reasonable times, to inspect or otherwise evaluate the services performed or being performed by SUBCONTRACTOR and the premises on which it is being performed. If any inspection or evaluation is made by COMPANY on the premises of SUBCONTRACTOR, SUBCONTRACTOR will provide all reasonable facilities and assistance for COMPANY’s safety and convenience in the performance of the inspection. Such inspection or evaluation will not relieve SUBCONTRACTOR of its obligations under this Agreement. 3.18 Working Files SUBCONTRACTOR will maintain files containing all deliverable documentation including calculations, assumptions, interpretations of regulations, sources of information, and other raw data required in the performance of this Agreement. SUBCONTRACTOR will provide copies of the information contained in its working files to COMPANY upon request of COMPANY. 3.19 Communications with CLIENT All of SUBCONTRACTOR’s written or verbal communication with or to CLIENT, or with federal, state, or local agencies, relative to services under this Agreement must be through or with the knowledge of COMPANY. 3.20 Bonding Not required ARTICLE 4. OBLIGATIONS OF COMPANY 4.1 Timely Review COMPANY will examine SUBCONTRACTOR’s coding, reports, proposals, and other project-related documents and render decisions required by SUBCONTRACTOR in a timely manner. 4.2 Prompt Notice COMPANY will give written notice to SUBCONTRACTOR whenever COMPANY observes or becomes aware of any development that affects the scope or timing of SUBCONTRACTOR’s Scope of Services, or any defect in the services of SUBCONTRACTOR. 4.3 Technical Guidance and Information Transfer 4.3.1 COMPANY may, at its sole discretion, provide technical guidance on subcontract performance. Technical guidance may include: (a) Guidance that assists SUBCONTRACTOR accomplishing the Scope of Services (b) Review comments on deliverables (c) Copies of technical guidance documents relative to services under this Agreement as they are made available to COMPANY Technical guidance will be issued in writing or, after verbal issuance, confirmed in writing. 4.3.2 COMPANY may also, at its sole discretion, provide SUBCONTRACTOR with documents, forms, procedures, Agreements, and other items specifically developed for use on this project for SUBCONTRACTOR's information.
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SUBCONTRACTOR agrees to assume the full liability arising out of the improper use of any information provided by COMPANY. 4.4 Furnished Data COMPANY will provide SUBCONTRACTOR technical data in its possession, including, but not limited to, previous reports, patient information, physician-provided data, and other information relating to SUBCONTRACTOR's Scope of Services on the project. SUBCONTRACTOR may reasonably rely upon the accuracy of the information provided by COMPANY. 4.5 Changes 4.5.1 COMPANY may, by written order only, make changes, revisions, additions, or deletions (collectively hereinafter called "changes") in the Scope of Services. SUBCONTRACTOR will not proceed with any changes unless notified to proceed in writing by COMPANY. 4.5.2 Nothing herein will be construed as relieving SUBCONTRACTOR of its obligations to perform, including without limitation, the failure of the parties to agree upon SUBCONTRACTOR entitlement to, or the amount of, any adjustment in time or compensation. 4.5.3 Any claim by SUBCONTRACTOR for an adjustment under this paragraph must be asserted in writing fully supported by factual information to COMPANY, within thirty days from the date of receipt by SUBCONTRACTOR of the written change authorization from COMPANY or within such extension of that thirty-day period as COMPANY, in its sole discretion, may grant in writing at SUBCONTRACTOR's request prior to expiration of said period. 4.5.4 If the Scope of Services is reduced by changes, such action will not constitute a claim for damages based on loss of anticipated profits. ARTICLE 5. GENERAL LEGAL PROVISIONS 5.1 Proprietary Information Except when otherwise authorized in writing by COMPANY, all coding reports, patient information, physician-provided data, and other information furnished to SUBCONTRACTOR either by COMPANY or CLIENT or developed by SUBCONTRACTOR or others in connection with the services rendered are, and will remain, the property of COMPANY, and may not be copied or otherwise reproduced or used in any way except in connection with the Scope of Services, or disclosed to third parties or used in any manner detrimental to the interests of COMPANY or CLIENT.
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5.2
Assignments
This is a bilateral services Agreement. Neither party shall have the power to or will assign any of the duties or rights or any claim arising out of or related to this Agreement, whether arising in tort, contract, or otherwise, without the written consent of the other party. Any unauthorized assignment is void and unenforceable. These conditions and the entire Agreement are binding on the heirs, successors, and assigns of the parties hereto. Page 3 of 5
5.3
Waivers
No waiver by either party of any default by the other party in the performance of any provision of this Agreement will operate or be construed as a waiver of any future default, whether like or different in character. 5.4 Force Majeure Neither party to this Agreement will be liable to the other party for delays in performing the Scope of Services, or for the direct or indirect cost resulting from such delays, that may result from acts of God, acts of Governmental authorities, extraordinary weather conditions, or other natural catastrophes, or any other cause beyond the reasonable control or contemplation of either party. Each party will take reasonable steps to mitigate the impact of any Force Majeure. COMPANY will adjust the schedule and compensation under this Agreement to the extent that COMPANY's schedule and compensation are equitably adjusted by CLIENT. 5.5 Authorization to Proceed Execution of this Agreement by COMPANY will be authorization for SUBCONTRACTOR to proceed with the Scope of Services unless otherwise provided for in this Agreement. 5.6 No Third Party Beneficiaries This Agreement gives no rights or benefits to anyone other than SUBCONTRACTOR and COMPANY and has no third-party beneficiaries. 5.7 Jurisdiction The laws of the state of Florida shall govern the validity of this Agreement, its interpretation and performance, and any other claims related to it. 5.8 Soliciting Employment Neither party to this Agreement will solicit an employee of the other party, nor hire or make an offer of employment to an employee of the other party, without prior written consent of the other party, during the time this Agreement is in effect and for 1 year after this Agreement ends. 5.9 Severability and Survival If any of the provisions contained in this Agreement are held invalid, illegal, or unenforceable, the enforceability of the other remaining provisions shall not be impaired. Limitations of liability, indemnities, and other express representations shall survive termination of this Agreement for any cause. 5.10 Termination 5.10.1 Termination for Convenience All or part of this Agreement may be terminated by COMPANY for its convenience upon written notice by the COMPANY to the SUBCONTRACTOR. In such event, SUBCONTRACTOR will be entitled to compensation for services competently performed up to the date of termination and any reasonable termination expenses as determined at the sole discretion of COMPANY. SUBCONTRACTOR will not be entitled to compensation or profit on services not performed.
5.10.2 Termination for Default COMPANY may, by written notice, terminate the whole or any part of the Agreement for default in the event that SUBCONTRACTOR fails to perform any of the provisions of this Agreement, or fails to make progress as to endanger performance of the Agreement in accordance with its terms, or, in the opinion of COMPANY, becomes financially or legally incapable of completing the work and does not correct such to COMPANY's reasonable satisfaction within a period of seven working days after receipt of notice from COMPANY specifying such failure. If, after notice of termination, it is determined for any reason that SUBCONTRACTOR was not in default or that the default was excusable, the rights and obligations of the parties will be the same as if the notice of termination had been issued pursuant to TERMINATION FOR CONVENIENCE. In the event of termination for default, SUBCONTRACTOR will not be entitled to termination expenses. 5.10.3 Regardless of the cost of termination, the SUBCONTRACTOR shall deliver legible copies of all completed or partially completed work products and instruments of service including, but not limited to, coding reports, notes, technical data, computations, and other information related to the project. 5.10.4 The rights and remedies of COMPANY provided in this Article will not be exclusive and are in addition to any other rights and remedies provided by law or equity or under this Agreement. 5.11 Delays and Extension of Time 5.11.1 If SUBCONTRACTOR is delayed in the progress of the Scope of Services for any reason, SUBCONTRACTOR will, within 48 hours of the start of the occurrence, give written notice to COMPANY of the cause of the potential delay and estimate the possible time extension involved. Within 7 days after the cause of delay has been remedied, SUBCONTRACTOR will give written notice to COMPANY of any actual time extension requested. 5.11.2 Within 14 days after SUBCONTRACTOR submits to COMPANY a written request for an extension of time, COMPANY will present its written opinion as to whether an extension of time is justified, and, if so, a decision as to the number of days for time extension. 5.11.3 No extension of time will be considered for weather conditions normal to the area in which the Scope of Services is being performed. Unusual weather conditions, if determined by COMPANY to be of a severity that would stop all progress, may be considered as cause for an extension of completion time. 5.11.4 Delays in delivery of equipment or material purchased by SUBCONTRACTOR or its subcontractors will not be considered as a just cause for delay. SUBCONTRACTOR will be fully responsible for the timely ordering, scheduling, expediting, and or delivery of all equipment, materials, and personnel.
This Master Agreement sets forth the terms, covenants and conditions of the Agreement between COMPANY and the SUBCONTRACTOR.
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COMPANY NAME By:
SUBCONTRACTOR NAME By:
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TASK ORDER #1 SUB-AGREEMENT BETWEEN COMPANY AND PROACTIVE PHYSICIAN SERVICES INC CLIENT: Dr. ____________
SCOPE OF WORK: PROACTIVE PHYSICIAN SERVICES INC (“SUBCONTRACTOR”) agrees to provide specialized medical coding services. The SUBCONTRACTOR will coding services and support for medical procedures provided to the SUBCONTRACTOR by the COMPANY or the CLIENT. It is expected that the SUBCONTRACTOR will produce a daily coding report for each day’s procedures within 48 hours of the time the SUBCONTRACTOR receives the physician’s notes.
COST AGREEMENT: COMPANY agrees to pay SUBCONTRACTOR a fee of 1% of the gross collected reimbursement from each of the claims coded by the SUBCONTRACTOR, after COMPANY receives payment from CLIENT in accordance with the Subcontractor Agreement.
This Task Order sets forth the scope of work, cost and conditions as part of the Sub-Agreement between COMPANY and the SUBCONTRACTOR. KEYSTONE HEALTH PARTNERS (SARASOTA), LLC By: PROACTIVE PHYSICIAN SERVICES, INC By:
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