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MEMORANDUM OF UNDERSTANDING

This Memorandum of Understanding ( MOU) is entered into on this

7

day of Maefin(Q94—

20

z (" Effective

Date")

by

and between

Boca Raton Regional

Hospital, ( hereafter referred

to

as

Hospital"

)

and District Clinic Holdings, Inc. d/ b/a C.L. Brumback Primary Care Clinics, which is part of

the Health Care District of Palm Beach County, an independent special

taxing district

of the State of

Florida

subject to the

terms of the

Palm

Beach County Health Care Act ( 2003

Fla. Laws 326-2003)

hereafter referred to as` Brumback").

In consideration

follows:

of the mutual promises contained

herein, the

Brumback and the Hospital

agree as

SECTION 1 –

PURPOSE

1.

1

This MOU

services,

as more

is entered

into by Provider and

Brumback in order that, the Hospital

may render

fully set

forth

in

this

MOU,

to residents

of Palm Beach County designated as a

medically underserved population and are in need of the services.

SECTION 2 –

TERM AND TERMINATION

2. 1

This MOU shall commence on the Effective Date and shall remain

in effect

for a period of one

  • I) year and shall automatically renew for successive one (

1)

pursuant to the terms and conditions set forth herein.

year terms, unless sooner terminated

  • 2. 2

Either party may terminate-this

MOU without cause at any time by giving no less than thirty (30)

days prior written notice of termination to the other party.

  • 2. 3

Either party may terminate this MOU in the event of the other party' s breach of any provision of

this MOU upon on thirty( 30) days prior written notice, unless the party in breach of this MOU cures said breach within thirty (30) days after receipt of written notice from the non-breaching party. The parties

may, by written agreement, extend such cure period.

2. 4

Termination

of this MOU shall not affect any rights, obligations,

and liabilities of the parties

arising out of transactions which occurred prior to termination. Notwithstanding the foregoing, the parties

acknowledge and agree that Brumback is part of the Health Care District of Palm Beach County which is

a political subdivision of the state of Florida, subject to the terms of the Palm Beach County Health Care

Act ( Ch. 326-2003, Laws of Florida) ( the " Health Care Act")

and

as such,

this MOU

is subject

to

budgeting and appropriation by Brumback of funds sufficient to pay the costs associated herewith in any

fiscal year of Brumback.

In

the event

that no funds are appropriated

or budgeted by Brumback' s

governing board. in any fiscal year to pay the costs associated with Brumback' s obligations under this

MOU, or

in

the

event the funds

budgeted or appropriated

are,

or are

estimated by Brumback to be,

insufficient to pay the costs associated with Brumback' s obligations hereunder in any fiscal period, then Brumback will notify Hospital of such occurrence and either party may terminate this MOU by notifying

the other in writing, which notice shall specify a date of termination no earlier than twenty-four( 24) hours

after giving of such notice.

Termination in accordance with the preceding sentence shall be without

penalty or expense to Brumback of any kind.

SECTION 3–

RESPONSIBILITIES OF HOSPITAL

3.

1

Hospital shall have the following responsibilities:

  • a) Hospital shall provide the following services to adult patients referred by Brumback:

Memorandum of Understanding

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of 6

Inpatient services Outpatient services

  • b) If a Brumback referred patient is insured,

Hospital shall bill the patient' s health

plan accordingly for rendered services. If a Brumback referred patient is uninsured

and/or underinsured, Hospital shall bill the patient for rendered services pursuant to the

Sliding Fee Discount Schedule ( the " Fee Schedule"). The Fee Schedule is updated

annually. The current Fee Schedule

is attached

as

Exhibit " A."

Notwithstanding the

forgoing, Hospital shall make services available equally to all Brumback referred

patients, regardless of insurance status or ability to pay.

  • c) Following the completion of services provided to the Brumback patients, Hospital agrees to forward the records and/or consultation reports of Brumback patients to Brumback and to instruct the patients to return to Brumback for appropriate follow- up and continuum of care purposes.

d)

To

the extent

applicable,

upon

Brumback' s request,

Hospital

shall

furnish

evidence to Brumback verifying Hospital ' s health care professionals rendering

services to Brumback referred patients are appropriately credentialed, licensed, certified and/ or authorized to render services by the appropriate authority.

SECTION 4— RESPONSIBILITIES OF BRUMBACK

4. 1

Brumback shall have the following referral policies:

  • a) A Brumback primary provider

Hospital' s above services.

shall

refer patients to Hospital

who are in need of the

  • b) Brumback will track the patient throughout the admission process. Manager will: ( 1)

enter the referral into the Hospital Tracking Log, ( 2)

A

Case

scan any

health records and/or consultation reports received from Hospital into the EHR

and send an alert to the primary provider that the discharge is received.

  • c) The Brumback primary provider reviews and acknowledges the report and if the primary provider requests for the patient to return to the clink for follow up care, the Case Manager will contact the patient to schedule an appointment. SECTION 5— MUTUAL RESPONSIBILITIES

5. 1

Each party

agrees to cooperate

with

the other

party

to provide

any information

or

documentation necessary to further the objectives and fulfill the responsibilities of the parties

under of this MOU.

SECTION 6—NO REFERRAL REQUIREMENT

6. 1

There is no requirement that either party,

or any health

care professional

affiliated with or

employed by either party, make any prohibited referrals to, or be in a position to make or

influence

prohibited referrals to, or otherwise generate business for, either party or any entity affiliated with either

party as a condition of entering into and performing under this MOU.

Memorandum of Understanding

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of 6

SECTION 7— COMPLIANCE

7. 1 Each of the parties agrees to perform its responsibilities under this MOU in conformance with all

laws, regulations and administrative instructions that relate to the parties'

performance of this MOU,

including,

HIPAA"),

without

limitation, the Health

Insurance

Portability and Accountability

Health Act

the Health Information Technology for Economic and Clinical

Act

of

1996

of 2009 ( 42

U. S. C.

§

17931

et

seq.

("

HITECH"),

and

other

applicable

federal

and

state

laws

protecting

the

confidentiality of patient information and medical records, the Federal Anti-Kickback Statute, and

Medicare and Medicaid program requirements.

7. 2

In

the

event that

either party

becomes aware of a possible violation

of law,

regulation or

administrative instruction that might affect the validity or legality of the services provided under this MOU and/ or Brumback' s right to reimbursement, such party shall immediately notify the other party and

the parties shall agree on appropriate corrective action.

In the event either party becomes aware that any

investigation or proceeding has been initiated with respect to any of the services provided hereunder, such

party shall immediately notify the other party.

SECTION 8— INDEPENDENT CONTRACTOR

8. 1

The relationship between Brumback and Hospital

is that of independent contractors, and neither

shall be considered a joint venturer, partner, employee, agent, representative or other relationship of the

other for any purpose expressly or by implication.

GRANTED HEREIN

BY

BRUMBACK SHALL

ACCORDINGLY, NO RIGHTS OR INTERESTS

BE DEEMED TO CONFER ANY

RIGHTS OF

SOVEREIGN-IMMUNITY TO-HOSPITAL , ITS OFFICERS; DIRECTORS, EMPLOYEES, AGENTS, INDEPENDENT CONTRACTORS, AND REPRESENTATIVES, AND AS SUCH, ALL RIGHTS AND

INTERESTS OF SOVEREIGN IMMUNITY

SHALL BE STRICTLY LIMITED TO BRUMBACK

UNDER THE LAWS AND CONSTITUTION OF THE STATE OF FLORIDA.

8. 2

Hospital

shall not

for itself, and

it shall ensure

that

its officers,

directors,

employees, agents,

independent contractors, and representatives do not assert as a defense or claim any rights of sovereign

immunity in any legal or other proceeding. Hospital

agrees to indemnify, defend and hold Brumback

harmless from and against any and all liabilities, damages, claims, losses, including attorney' s fees and

costs at all levels of trial and appeal, resulting from a breach of this paragraph by Hospital

and any of its

officers, directors, employees, agents, independent contractors, and representatives.

SECTION 9— GOVERNING LAW

9. 1

that

This MOU shall be governed in all respects by the laws of the State of Florida. The parties agree

venue for any and all

claims arising

from this MOU shall

be in

Palm Beach County. No remedy

herein conferred upon any party is intended to be exclusive of any other remedy, and each and every such

remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise. No single or partial exercise by any party

of any right, power, or remedy hereunder shall preclude any other or further exercise thereof.

10. 1

SECTION 10— INDEMLNINIFICATION

Each party shall be liable for its own negligence and shall indemnify, defend

and hold harmless

the other party against any actions, claims or damages arising out of the indemnifying party' s negligence

in connection with this MOU. The foregoing indemnification shall not constitute a waiver by Brumback

of sovereign immunity beyond the limits set forth in Florida Statutes, section 768. 28, nor shall the same

be construed to constitute agreement

by either party

to

indemnify the

other party

for

such

party' s

Memorandum of Understanding

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negligent acts or omissions. Nothing herein shall be construed as consent by Brumback to be sued by a

third party.

SECTION 11 — NOTICE

11.

1

All notices required to be given under the terms of this MOU or which any of the parties desires

to give hereunder shall be in writing and personally delivered or sent by registered or certified mail, return

receipt requested, addressed as follows:

a)

Brumback:

Christopher F. Irizarry

FQHC

Executive Director

Health Care District of Palm Beach County

  • 2601 10i° Avenue North, Suite 1002

Palm Springs, FL 33461- 3133

With a copy to:

Nicholas W. Romanello, Esq.

Chief Legal Officer

Health Care District of Palm Beach County

601

10th Avenue North; Suite 100

Palm Springs, FL 33461- 3133

  • b) Hospital

Jerry Fedele, CEO

Boca Raton Regional Hospital

800 Meadows Road

Boca Raton, FL 33486

Any--party-may-designate a change-of-addressat any-time-by giving written notice thereofto the other parties. If any party desires to receive notice through alternative methods, such as facsimile or e-

11: 2

mail,

that party shall

outlined

in Section

11.

provide that contact

1.

information to the other parties according to the methods

-

---

SECTION 12— SEVERABILITY

  • 12. 1

The invalidity or illegality of any provision of this MOU shall not affect the enforceability of the

remaining provisions of this MOU.

SECTION 13 — SOVEREIGN IMMUNITY

  • 13. 1

This MOU shall not be construed as constituting

a waiver of any rights to sovereign immunity

granted to the Health Care District of Palm Beach County under the laws and Constitution of the State of

Florida

or Brumback pursuant to the

Federal Tort Claims Act ( 28

U. S. C. §§

1346( 6),

2671- 2680)

as

amended.

SECTION 14— DISQUALIFICATION

14. 1

Hospital represents that it is not

under investigation or has not been disqualified as a Medicare or

Medicaid contractor and agrees to notify Brumback if such investigation should occur.

15. 1

SECTION 15— AMENDMENT

None of the provisions, terms and conditions contained in this MOU

may be amended, added to,

modified, changed, supplemented, superseded or otherwise altered, except by written instrument executed

by the parties hereto.

Memorandum of Understanding

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of 6

SECTION 16— ASSIGNMENT

Neither party may assign any of its rights or obligations under this MOU without the prior written consent of the other party, which consent shall not be unreasonably withheld. Notwithstanding the

16. 1

foregoing, either party may assign any rights or obligations under this MOU without the other party' s

consent: ( i) to an affiliate or( ii) incident to the transfer of all or substantially all of such party' s business

assets. Subject

to such limitation, this MOU shall be binding upon and inure to the benefit of the parties

hereto and their respective successors and permitted assigns.

SECTION 17— ENTIRE AGREEMENT

17. 1

This MOU constitutes the sole agreement between the parties with regard to the subject matter

herein and

supersedes

all prior agreements and understandings between

the parties. There

are

no

representations, agreements, arrangements or understandings, oral or written, between the parties relating to the subject matter of this MOU that are not expressly set forth herein.

IN WITNESS WHEREOF,

the parties

have caused

this

MOU

to

be executed

by

their

respective duly authorized representatives on the date(s) set forth below.

BOCA RATON/ REGIONAL HOSPITAL

By:

j.

r

l

..

a£

Name:- __

ON/114.- I—Po.f

RN!R-4t=

..

Title:

Date:

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DISTRICT CLINIC HOL 1. •

d/ b/ a

C. L. : '

,.

AC

By:

Christopher

.

Iriza

FQHC Executive Director

Date:

)'

n

S, INC.

RY CARE CLINICS

3

APPRO`/

D AS TO FeR llAND L

G4L SUFFICIENCY

 

t

 

I

 

t

By:

.

..

I

.

.

LA

•_

A •

.

Nichol \

..

.

Roman'

lo, Esq.

 

Chief Legal Officer

Health Care District of Palm Beach County

Exhibit A

Memorandum of Understanding

Page

5

of 6

Sliding Fee Discount Schedule

Effective February

1,

2012

Attachment 1

C. L Bmmback

Primary Care Clinics

Nuah-Caze Olunot Palm Beach Corny

ANNUAL INCOME RANGES

64F- 16, Florida Administrative Code and

5.

154. 011,(

1) 1 c),

7, F.S.•

2012

FEE GROUPS":

Family

Size

1

A

c

511,

170

B

511, 171-

13, 403

2

3

4

5

6

a

$ 15,

130

c=

519,090

<=

523,050

515, 131-

518,155

519,091-

522, 907

523, 051-

527,659

a

a

527,010

$

27,011-

532,411

530,970

530,971-

537,163

C

513, 404-

515, 637

518,156-

521, 181

522, 908-

$

26, 725

527,660-

532, 269

$

32, 412-

537,813

537, 164-

543,357

D

$

515, 638- 17, 871

521. 182-

E

517,872-

520,105

524, 208-

524, 207

526, 726-

530, 543

$

32, 270-

536, 879

537, 814-

543, 215

543,358-

549551

$

27, 233

530, 544-

534, 361

536, 880-

541,489

543, 216-

548,617

549, 552-

555, 745

F

520,106-

522, 339

527, 234-

$

30,259

534, 362-

538, 179

541,490-

546,099

548,618-

554,019

555,746-

$

61, 939

7

8- -

9

10

a

534,930

a- 538,890-

a

542,850

a

546,810

534, 931-

541, 915

538,891-- -

546, 667

542, 851-

551, 419

546,811-

556,171

541,916-

548,901

546,668-- -

554,445

551, 420-

559,989

556, 172-

565, 533

548,092-

555,887

554, 446-- -

562, 223

559,990-

568,559

565, 534-

574, 895

555, 888-

562, 873

$

62, 874-

569,859

562; 224--- -

570,001

568,560-

577, 129

574. 896-

584, 257

570,002-

577, 779

577, 130-

585,699

584, 258-

593,

619

Percent

Poverty

<=

100%

101%- 119%

120%-139%

14091- 159%

16056- 179%

18091-

199%

G

522, 340•

530,260+

538,180+

546. 100+

554,020+

561,940+

569,

860+

577, 780+-

585. 700+

593, 620+

200+%

Percent of

Full Fee

No Fee

17%

33%

50%

67%

83%

100%

Column A is authorized and based on s 154.011,( 1),®,

1,

forth Status( FS)

Column 9-G are authorized by s. 154.011,( 1),(

c),7, ES. and are baesd on Florida Administrative Code 64F- 16

The Fee schedule is based on NET INCOME

Notes:

For families with more than 10 members, add$ 3,960 each additional member to fee group A.

Fees will not be charged for WIC certification, WIC Benefits, or childhood immunizations required for school.

Fees wil not be charged for Medicaid reimbursesable services for clients enrolled in Medicaid.

Federal Poverty Guidelines may be viewed at http:// aspc.hhsgov/ poverty/

Attachment 1 is effective

2/ 1/

12

for all clients

except WIC

Memorandum of Understanding_

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