Tim,
I was just reviewing this after a call with our attorney about the management agreement. I saw language was inserted allowing the Key to bill under our NPI but we cannot do it that way because the NPI is the same as our home heath. I was under the impression that we were both thinking Commonheart would do the billing and submit claims under our NPI and then turn over the funds to the Key. We would then have a management fee as a percentage of billing to cover the cost of accounting and software fees we would need to maintain to do such billing.
Is that structure still agreeable to pursue?
Justin
Sent from my iPhone
On Apr 4, 2025, at 4:36 PM, Timothy Thomas <tt@thekey.com> wrote:
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Hi Justin,
See attached.
Talk to you soon,
Tim
From: Steve Koyanagi <skoyanagi@thekey.com<mailto:skoyanagi@thekey.com>>
Date: Fri, Apr 4, 2025 at 4:34 PM
Subject: Re: Commonheart agreement
To: Audra Williams <audraw@thekey.com<mailto:audraw@thekey.com>>, Timothy Thomas <tt@thekey.com<mailto:tt@thekey.com>>
CC: Melissa Reyes <melissa.reyes@thekey.com<mailto:melissa.reyes@thekey.com>>
Tim, updated agreement attached based on our discussion, which includes the comment to CH about how to get VA funds to us via their NPI.
On Fri, Apr 4, 2025 at 12:25 PM Steve Koyanagi <skoyanagi@thekey.com<mailto:skoyanagi@thekey.com>> wrote:
Tim/team,
Attached is a revised agreement to circulate to Commonhearts. I was able to work within their template, but had a number of edits on the legal side ensuring we don't assume any of their legal issues/claims, indemnification issues, etc.
I also clarified that until we're approved for our NPI that Commonhearts is authorizing us to use their NPI.
Finally, my question for their counsel is the concept of a management services agreement and why they believe that is necessary here.
If there are any questions, let me know. Otherwise, this is good to send to the other side.
Thanks, all.
On Tue, Mar 25, 2025 at 9:22 AM Audra Williams <audraw@thekey.com<mailto:audraw@thekey.com>> wrote:
Hi Steve!
Tim is out this week, but can you take a look at this for me? It looks a bit of a mess to me, but you are the expert!!
Thanks!
[https://linkprotect.cudasvc.com/url?a=https%3a%2f%2fdrive-thirdparty.googleusercontent.com%2f16%2ftype%2fapplication%2fvnd.openxmlformats-officedocument.wordprocessingml.document&c=E,1,Gyz0S4bBL42mZjWshci-RbktRe_DbrfX5l53Hi8iaGHLpyfbD2AOXeuQ2EUrqeO3zH6nJDSH_UuiTHGhKOcoUSSJDj2Iuyi83k5UTJhh-8CJC5TQtFug&typo=1] Asset Purchase Agreement for The Key LLC home care program (March 2025).docx<https://linkprotect.cudasvc.com/url?a=https%3a%2f%2fdrive.google.com%2fopen%3fid%3d15x191ZnSqMQp97hbe5JvrcN277CPJWHb&c=E,1,MlimiF85LUftITM3LJYw4mlvYqYZxX98Mg-1DCoWvoqrO2jQLbpt6GFw788wdIdyjGt5Po8X5lyy-y1BFGGdkjzP9Mc9efO9YH4g5WjT&typo=1>
From: Timothy Thomas <tt@thekey.com<mailto:tt@thekey.com>>
Date: Fri, Mar 21, 2025 at 1:31 PM
Subject: Re: Commonheart agreement
To: Justin Munzel <JMunzel@commonheart.us<mailto:JMunzel@commonheart.us>>, Audra Williams <audraw@thekey.com<mailto:audraw@thekey.com>>
Cc: Mark Pietrowiak <MPietrowiak@illuminus.us<mailto:MPietrowiak@illuminus.us>>, Danielle James <danielle.james@thekey.com<mailto:danielle.james@thekey.com>>
Hi Justin,
Thank you for sending over the initial draft of the agreement.
I've included my colleague @Audra Williams<mailto:audraw@thekey.com> on this email, as she has experience overseeing similar acquisitions. She will be available to cover this while I am out next week.
Audra, could you please have our legal team review this?
Justin, I hope you have a great vacation!
Thanks,
Tim
On Fri, Mar 21, 2025 at 4:20 PM Justin Munzel <JMunzel@commonheart.us<mailto:JMunzel@commonheart.us>> wrote:
Tim,
Attached is the initial draft of an agreement like we discussed. Please note this is subject to change slightly and we still need to work out the details of the Interim Management agreement section, but I want to get this over for your team to start reviewing. We will need the items highlighted in yellow from you as well.
I have also called, and followed up with the VA to try and get written confirmation that it would be fine to have you hire all employees and Commonheart continue to bill for services while The Key goes through the process of obtaining network approval with Optum VA.
I have copied Mark Pietrowiak on this email. He is our VP of Business Development and may step in to help with some items if I am out of pocket next week while on vacation. I will plan to have my computer and cell phone to work through this as much as possible.
Justin Munzel
President
Commonheart
N16W23217 Stone Ridge Drive, Suite 350 <https://www.google.com/maps/search/N16W23217+Stone+Ridge+Drive,+Suite+350%0D%0A+%0D%0AWaukesha,+WI+53188?entry=gmail&source=g>
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Justin Munzel
President
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<Asset Purchase Agreement for The Key LLC home care program (March 2025).docx>