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 of the mutual promises contained herein, the Brumback and the Hospital agree as
follows:

SECTION 1

1. 1

PURPOSE

This MOU is entered into by Provider and Brumback in order that, the Hospital may render

services, as more 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

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) year terms, unless sooner terminated

2. 1

pursuant to the terms and conditions set forth herein.

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.

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
2. 3

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
Page I

of

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 shall refer patients to Hospital who are in need of the
Hospital' s above services.

b) Brumback will track the patient throughout the admission process. A Case
Manager will: ( 1) enter the referral into the Hospital Tracking Log, ( 2) 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 6NO 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
Page 2

of

SECTION 7 COMPLIANCE

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,
7. 1

including, without limitation, the Health Insurance Portability and Accountability Act of 1996
HIPAA"),

the Health Information Technology for Economic and Clinical Health Act 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. ACCORDINGLY, NO RIGHTS OR INTERESTS

GRANTED HEREIN BY BRUMBACK SHALL 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.

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
8. 2

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

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

that 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.
SECTION 10 INDEMLNINIFICATION

10. 1

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
Page 3

of

negligent acts or omissions. Nothing herein shall be construed as consent by Brumback to be sued by a
third party.
SECTION 11 NOTICE

All notices required to be given under the terms of this MOU or which any of the parties desires
11. 1
to give hereunder shall be in writing and personally delivered or sent by registered or certified mail, return
receipt requested, addressed as follows:
a)

With a copy to:

Brumback:

Nicholas W. Romanello, Esq.

Christopher F. Irizarry

Chief Legal Officer

FQHC Executive Director

Health Care District
2601

10i

of

Health Care District of Palm Beach County

County

Palm Beach

601 10th Avenue North; Suite 100

Palm Springs, FL 33461- 3133

Avenue North, Suite 1002

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-address at any-time-by giving written notice thereof to the other parties. If any party desires to receive notice through alternative methods, such as facsimile or e-

11: 2

mail, that party shall provide that contact information to the other parties according to the methods
outlined in Section 11. 1.
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

This MOU shall not be construed as constituting a waiver of any rights to sovereign immunity
13. 1
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.
SECTION 15 AMENDMENT

15. 1

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
Page 4

of

---

SECTION 16 ASSIGNMENT

16. 1
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
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:

l.. a

j.

Name:-__

ON/ 114.- IPo.f..

RN! R-4t=

Title:

if f/
EO/cnc 6& icr/-

vd v-- f /
3

Date:

DISTRICT CLINIC HOL 1.

d/ b/ a C. L. : '

S, INC.

RY CARE CLINICS

AC

,.

By:
Christopher .

Iriza

FQHC Executive Director

Date:

)'

APPRO`/ D AS TO FeR llAND L G4L SUFFICIENCY

t

By:

. . ..

Nichol..\ .

. . LA
_A .. .

Roman' lo, Esq.

Chief Legal Officer

Health Care District of Palm Beach County

Exhibit A

Memorandum of Understanding
Page 5

of

Sliding Fee Discount Schedule

C. L Bmmback

Primary Care Clinics

Effective February 1, 2012

Nuah-Caze Olunot Palm Beach Corny

Attachment 1

ANNUAL INCOME RANGES

64F- 16, Florida Administrative Code and

5. 154. 011,( 1) 1 c), 7, F. S.

FEE GROUPS":

2012

Family
A

Size
1

511, 170

511, 171-

513, 404-

515, 637

13, 403

$ 15,

c=

523,050

<=

8- -

10

a-

527, 010 $

530, 970

534,930

538, 890-

542, 850

546, 810

17, 871

520, 105

522, 339

524, 208-

527, 234-

521. 182-

518,155

521, 181

524, 207

522, 908-

526, 726-

530, 544-

534, 362-

530, 543

534, 361

538, 179

522, 907
4

522, 340

518, 156-

519, 091-

519, 090

520, 106-

131-

515,

130

517,872-

515, 638-

26, 725

27, 233

523, 051-

527, 660-

536, 880-

541, 490-

527, 659

532, 269

536, 879

541, 489

546,099

32, 270-

32,412-

537, 814-

543, 216-

548,618-

532,411

537,813

543, 215

548, 617

554,019

530, 971-

537, 164-

543, 358-

549, 552-

537, 163

543, 357

549551

555, 745

534, 931-

541, 916-

548, 092-

555, 888-

541, 915

548,901

555, 887

562, 873

569,859

538, 891-- -

546,668-- -

27,011-

530,260+

30,259

555, 746-

538,180+

546. 100+

554,020+

561,940+

61, 939
62, 874-

569, 860+

577, 780+-

554, 446-- -

562; 224--- -

570,002-

546, 667

554,445

562, 223

570,001

577, 779

542, 851-

551, 420-

559,990-

568,560-

577, 130-

551, 419

559, 989

568,559

577, 129

585,699

546, 811-

556, 172-

565, 534-

574. 896-

584, 258-

565, 533

574, 895

584, 257

593, 619

101%- 119%

120%-139%

14091- 159%

16056- 179%

18091- 199%

200+%

17%

33%

50%

67%

83%

100%

556, 171

585. 700+

593, 620+

Percent

Poverty

<=

100%

Percent of
Full Fee

No Fee

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_
Page 6 of 6