HomeMy WebLinkAboutCity Council Resolutions (RESOLUTION R-16-3985)-05/04/2016RESOLUTION R-16-3985
A RESOLUTION APPROVING CITY COUNCIL ACTION UNDER
CONSENT ITEMS AT THE REGULAR CITY COUNCIL MEETING OF
MAY 3, 2016
WHEREAS, City Council has taken action on certain items on the agenda
under Consent Items.
NOW, THEREFORE, BE IT l2ESOLVED BY THE CITY COUNCIL OF THE
CITY OF COLLEYVILLE, TEXAS:
Sec. 1. THAT the agenda decisions approved by City Council action
under Consent Items as follows are hereby adopted:
a, Approval of the minutes of the regular City Council meeting
of April 19, 2016
b. Approval of agreements with Emergicon, LLC, and oPen Inc.
d/b/a SafetyPAD for ambulance billing and patient care
reports, and authorizing the city manager to execute the
agreements
AND IT IS SO RESOLVED.
APPROVED BY A VOTE OF _�- AYES,
ON THIS THE 3RD DAY OF MAY 2016.
AT7EST:
�1
Amy helley,��
City Secretary
(�NAYS, AND __a ABSTENTIONS
CITY OF COLL�YVILLE
� � �\�
�- �''- � _� �; ��
David Kelly � ���
Mayor
AGREEMENT FOR AMBULANCE BILLING SERVICES
This Agreement is entered into this day of ___ , 20I6,
by and between Emergicon, LLC, a Texas business corporatian, and The City of Colleyville, a
Texas corporation ("Client"}.
RECITALS
WHEREAS, Client provides emergency and/or non-emergency ambulance services for
which it is eligible for payment or reimbursement by patients, insurance carriers, governmental
agencies, eznployers and athers;
WHEREAS, Emergicon is engaged in the business of providing third-party billing and
accounts receivable nnanagennent services far ambulance and emergency medical service
organizations;
WHEREAS, Client desires ta utilize Emergicon for billing and claitns management
services for its organization; and
WHEREAS, Emergicon is willing to provide such services upon the terms and conditions
provided in this Agreement;
THEREFORE, in consideration of the mutual promises contained in tl�is Agreement, and
other good and valuable consideration, the sufficiency of which is acknowledged, the parties,
intending to be legally bound, agree as follows:
l. Apuointment, Client hereby engages Emergicon to exclusively perform the
Services set described in Paragraph 2 of this Agreement and Emergicon accepts such exclusive
appointment and agrees to provide Services in accordance with the terms of this Agreement. Client
agrees that it will not enter iz�to any cQntract, agreement, arrangement or understanding with any
other person or entity, the purpose of which is to pravide for the same or substantially sirnilar
services during the term of the Agreement, unless the parties agree otherwise as set farth in writing
in an Addendum to this Agreement. For purposes of the appointment, the recitals set forth above
are incorporated by reference and made a part of this Agreement as if set forth in theix entirety,
2. Services. Emergicon agrees to perform the follovving duties (collectively referred
to as the "Services") on behalf of Client:
a. Provide Client with instructians for the submission of Required
Documentation to Ernergicon. For puzposes af this Agreement, "Required Documenta#ion" shall
consist of prehospital patient care reports (PCRs) (also referred to as "trip sheets" or "�run reports"),
physician certification statements (PCSs} {required for non-emergency transports), patient
authorizatian signatures (sometimes referred to as "assignment of beneiits form" or "signature
form"), Advance Beneficiary Notices of Non-coverage (ABNs) and other documentation
necessary for Emergicon to perform the Services under this Agreement. All Required
Documentation must be signed in accordance with applicable laws, regulations and payer
guidelines.
b. Review the Required Documentation, based on the information supplied by
Client, for completeness and eligibility for submissian to request reimbursement and to verify
connpliance under applicable laws, regulations or payer rules, based upon Emergicon's
understanding of said laws, regulations or payer rules applicable to the date tl�e ambulance services
were rendered. If any Required Documentation is missing, Emergicon will re9uest necessary
documentation fram� Client.
c. Promptly prepare and subrnit claims deemed complete and eligible for
reimbursement by Emergicon in conformance with this Agreement for electronic or paper
submission to the appropriate party or payer based on the information supplied by Client. In the
event that Emergican deems the Required Documentation to be incomplete or inconsistent,
Emergicon will notify Client tlaat additional information may be required to pxocess tlie claim, and
Emergicon wilI return any or all of the Required Documentation to Client that Emergicon
determines may be incoznplete or inaccurate and will not be responsible to submit any claims with
insufficient documentation. Emergicon will make a decision regarding the appropriate coding and
payer for submission of the claim based an the infornr�ation supplied by Client. Client understands
and acknowledges that not all accounts will satisfy the eligibility requirements of all payers, and
that it might not be possible to obtain reimbursement in all cases. Emergicon makes �no
representation or warranty that all claims are payable or will be paid, and Client agrees to abide by
Emergicon's decisions with regard to proper coding and payer based on the information provided
to Emergicon by Client.
d. Promptly post payments made on Client's behalf by patients, insurers and
others.
e. Unless otherwise directed by Client, make reasonable efforts far the
collection of co-payzx�ents, deductibles or other patient balances, to include the preparation of
invoices and a maximum of tlaree contact atternpts to patients, supplemental insurers or other
financially responsible parties at industry-appropriate intervals.
f, Perform follow-up for a commercially reasonable period of time following
the initial billing date on all open accounts. After this follow-up period, Eznergicon will either
return the accounts to Client or forward the accaunts to a collection agency of Client's choosing.
Client and/or its designated collection agency shall bear alI costs and liabilities of collections
activities and collection agency charges,
g. Provide monthly reports to Client, which include, at a minirnum, cash
received, accounts receivable an.d balance summary. Emergicon shall furnish those reports to
Client.
h. Notify Client of any overpaytnents and/or credit balances of wllich
Emergicon becomes aware that must be refunded by Client, Client bears sole responsibility for
the refund of any overpayments or credit balances to Medicare, Medicaid, patients, or other payers
or insurers, and agrees to make such refunds when and within the time frames required by law.
Emergicon may, at its option, assist Client in processing such refunds, but aIl refunds are to be
nnade solely with Client's funds, and Emergicon has no responsibility to make such refunds unless
and until Client transfexs such functs to Emergicon for this pu�ose. Emergicon shall not advance
funds on behalf of Client for this purpose. Client acknowledges that federal law requires that any
overpayments made by Medicare or any other federal health care program be refunded witliin 60
days of the identification of any such overpayments.
i. If Client desires that its patients be able to pay tl�eir accounts utilizing credit
cards, establish a credit card merchant account and related capabilities to permit Client's patients
to pay via any major credit card. Ennergicon shall in its sole discretion determine which credit
cards it will accept.
3. Specifically Excluded Duties of Emer i� con• Notwithstanding any provisions of
tl�is Agreement to the contrary, Emergican shall not be responsible to:
a. Initiate or pursue litigation for the collection of past due accounts,
b. Invoice for Client's non-ambulance medical transportation services,
including but not limited to mobile integrated liealth programs, paratransit services, wheelchair
van, invalid coach services, litter vans and stretcher cars, unless specific arrangements are made
otherwise.
c. Negotiate any checks made payable to Client, though Emergicon may
receive funds as an agent of Client for transmittal to Client where permitted by Client;
d. Accept reassignment of any benefits payable to Client;
e. Provide legal advice or legal services to Client, any of Client's patients or
payers, or anyone acting on Client's behalf;
f. Obtain any prior authorizations on behalf of Client, or obtain a Physician
Certification Statement or ather Certificate of Medical Necessity on behalf af Client.
g. Assist Client in preparing, filing and updating the information on its
Medicare, Medicaid or other insurer provider enrollment forms, as well as responding to required
revalidations of Clien.t's provider enrollment status. Client bears the sole responsibility to ensure
that its Medicare, Medicaid or other insurer provider enrollment farms are submitted and updated
in accordance with federal and state law, regulations and policies, Client bears the exclusive
responsibility for the submission of such form and any fees that may be associated with the
submission of such forms, Upon specific written request frarn Client, Ezx�.ergicon may agree to
assist with such form submission and/or revalidation of Medicare, Medieaid or other insurer
provider enrollment forms, provided that the responsibility for actual submission and all fees
associated with the forrns shall be borne exclusively by Client and paid prior to submission of
these forms by Emergicon.
4. Responsibilities of Client. Client agrees to do the following, at its sole cost and
expense:
a. Provide Emergican with all Required Documentation, as set forth in
Paragraph 2(a), above, as well as the following data: Patient Nanae and Address, Date of Birth,
Date of Service, Patient Medical Condition, Reason fox Transport, Services Rendered (including
assessments, interventions and other care), Origin and Destination with accompanying Zip Code,
Transport Destination with acconapanying Zip Code, Odanneter Reading/Loaded Mileage (to the
nearest tenth of a mile), and all relevent insurer or payer infarmation, including identity of payer,
group or plan numbers, patient's Insurance/Medicare/Medicaid Number, and all other relevant
information and ensure that this data and the information contained on the Required
Documentation is c�mplete and accurate. Emergicon reserves the right to modify any Required
Documentation or data at any time in accordance with new ox revised payer requirements, and will
provide a copy of any such revisions to Client in writing. Client acknowledges that Emergicon
must rely upan the accuracy and completeness of the forms, signatures and other documentation
provided to it by Client to allow Emergicon to perform the Services specified in this Agreement.
Emergicon is not in a position ta verify the accuracy or completeness of the Required
Documentation pravided by Client. By forwarding arzy such documentation to Emergicon, Client
expressly represents and warrants that any such documentation is complete and accurate, and that
Emergicon may rely upon the completeness and accuracy of any such documentation in
�erforming iTs Sezvices under this Agreement, Client bears sole responsibility for the claim
submissions made by Emergicon on its behalf based upon the aforementioned documentation
submitted to Ennergicon by Client, and, notwithstanding any other term or pravisian of this
Agreement, Client will defend, indemnify and hold harmless Emergicon for any billing or claim
submission decisions rnade by Emergicon based on documentation submitted to Emergicon by
Client if such documentation is later determined to be incomplete or inaccurate.
b. Maintain its qualifications to provide ambulance services, including any
required iocal, state and/or federal licenses, permits, certificates or enrollments (collectively,
"Licenses"), and to remain in gaad standing witlx Medicare, Medicaid and all other state and
federal health care prograzns. Client shall provide copies of all current Licenses, including
renewals, to Emergicon. Client shall be responsible to maintain a National Pravider ldentifier
(NPI} number and to update the infor►nation associated with its NPI. Client expressly represents
and waz-rants that it will noi forward accounts for processing by Emergicon if the account is
ineligible for paynnent or reimbursement, or if Client is ineligible for payment by any payers ar
insurers as a result of its licensure status, exclusion or other sanction with such payer or insurer,
or other legal impedirnent, and that it will promptly notify Emergicon of any suspension or
revocation of any required license, permit, certification or enrollment, or exclusion from any state
or federal health care program or any change in ownership or management of Client.
c, Provide Emergicon with a copy of all required Licenses, permits,
certificates and enrollments as referenced in Paragraph 4(b), and forward updates of these
documents to Emergicon as they are renewed.
d. Provide Err�ergicon with odameter readings or other documentation of
mileage accepted by the payer on all calls reflecting loaded mileage {from the point of patient
�
pickup to the destination} recorded in tenths of a mile as required by Medicare guidelines.
g. In accordance with appropriate payer guidelines, obtain the signature of the
patient or other autl�orized representative of tl�e patient or otherwise meet the ambulance signah.�re
requirements set forth at 42 C.F.R. § 424.36 on each cali and forward to En�ergicon as part of tl�e
Required Documentation.
f. rn the event that Client operates a subscription or metnbership program,
client represents and warrants that its program is actuarially sound in accoxdance with the guidance
of the Office of Inspectar Genexal (OIG) and operated in accordance with any applicable state
laws, regulations or guidelines. Emergican wilZ bill in accordance witli the terms of such program,
provided tliat Client ftzrnishes those terms to Emergicon in writing. Client is responsible to info�.
Emergicon of its patients wlxo are members or subscribers of Client's membership or subscxiption
program, Notwithstanding any other provision of this Agreement, Client agrees to defend,
indemnify and hold harmless Emergicon in the event that Client's subscription or membership
program is not actuarially sound as set forth in applicable OIG guidance or is not permissible under
State law, regulation or policy.
g. If Client is a party ta any ALS-BLS "joint billing" or "bundle billing"
agreement, Client shall be responsible to provide Emergican with a copy af such agreement. Client
also agrees to submit a PCR from the other party to the joint billing agreement along with the
Required Documentation.
h. Obtain a completed and valid PCS form on a11 trips where required by law
and provide copies of all PCS forms to Emergicon as part of t�e Rec�uired Documentation,
i, Provide Emergicon with a copy of all Client rate schedules, contracts or
agreements which pertain to Client's billing or charges for services.
j. Notify Emergican of any or all changes in billing charges for service or
changes in any of Client's billing policies or contracts not later than thirty {30} days prior to the
effective date of said changes.
k. Report all payments made directly to Client wiihin twenty-four (24) hours
af Client's receipt of same.
l. Cooperate reasonably with Ernergicon so as to enabie Emergicon ta meet
its obligations under this Agreement. In the event that Client's approval is required in order for
Em.ergicon to fulfill any obligations it may have under tliis Agreement, Client shall not
unreasonably withhold, condition or delay its approval.
m, In writing, notify Emergicon of any custamized needs (reporting,
scheduling, etc.). Client understands that the processing of customized needs may entail additional
charges to Client by Emergicon.
n. Designate a contact person, authorized to transact business on behalf of
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Client, who can promptly respond to any questions raised by Emergicon, or who can execute
required farms and other documents necessary to the provision of Services by Emergicon under
this Agreernent.
a, Agree ta permit Emergicon to provide training to Client personnel in the
event tllat Emergicon deems such training to be necessary and/or desirable at a cost to be mutually
agreed upon by the parties and paid by Client.
p. Provide electronic transfer of PCR data in an acceptable NEMSIS format to
Emergicon, Client agrees to bear all cost of the development and implementation of the electronic
software "bridge" as agreed upon by and in conjunction with Btnergicon information technology
personnel, representatives or contractors.
Record Ownership and Access.
a. Client understands ti�at all documentation provided to Emergicon by Client,
whetl�er in paper and/or electronic form, is for the so�e and express purpose of permitting
Emergicon to provide Services under this Agreement. Yt is Client's responsibility to maintain all
of its documents and business records, including copies of any documents or records provided to
Emergican ("Client-Provided Records"). Emergicon does not act as Client's records custodian.
b. As a convenience to Client, Emergicon will, during the term of this
Agreement, produce patient care reports in response to rautine attorney requests {with appropriate
patient authorizatian} for such documentation, if those records are in Emergicon's possession at
the tizne it receives such attorney request. For subpoenas, as well as any requests beyond those
deemed by Emergicon to be routine attorney requests, Emergicon shall forward such reguests to
Client for disposition.
c. During the term of this Agreement, Emergicon shall, upon Client's written
request, provide to Client, in electronic format and within 14 days of receipt of such written
request, copies of any Client-Provided Records furnished to Emergicon by Client, and to any
Claina Adjudication Documents generated by and received from insurers or payers in response to
claims submitted by Emergicon on Client's behalf. "Claim Adjudication Documents" shall cansist
of the documents generated secandary to claim submission in the normal course of claim
processing by payers and insurers, including Explanation of Benefits (EOB) docunaents,
Remittance Advice (R.A) documents, Medicare Sunnmary Notice (MSN) documents, denials and
other documents of a similar type or nature.
d, Any documents, data, records or information cornpiled in the course oi
Ernergicon's provision oi Se�rvices under this Agreemenfi, other than those Client-Provided
Recards and Claim Adjudication Records deiined in Paragraphs 5{a) and {c) above, shall be the
sole and exclusive property of Ernergicon and shall be considered the business an.d/or pxoprietary
records of Emergicon, Emergicon shall have no obligation to furnish any such business or
proprietary recards of Emergicon to Client, and Client shall have a right of access only to the
Client-Provided Records and Claim Adjudication Documents as defined in Paragraphs 5(a) and
(c}, above.
0
e. If Client or a third party rec}uests any documents or records to which Client
or the third party has a right of access under Paragrapl�s 5(a) and (c) of this Agreement, and such
documents cannot be pxovided to Ciient in electronic farm, Ennergicon may charge Client the per-
copy amount far medical records pernnitted under applicable law at the time of Client's request.
f. 5hould this Agreennent be terminated for any reason, all docutnents and
records to wliich Client has a right of access under Paxagraphs 5{a) and (c) of this Agreement shatl
be maintained in. electronic format at a site convenient ta Emergicon for a reasonable amount of
time for follow-up of all open ciaims, but in any event not to exceed ninety {9a} days following
the effective date of termination of this Agreement. Electronic or paper capies of the records to
which Client has a right af access under Paragraphs 5(a) and (c) witl be xnade available to Clien.t,
at Client's sole cost and e�cpense, in a format acceptable to Emergicora at the Client's written
rec�uest provided that Client makes such request within thirty (30) days following termination of
the Agreemen.t, and provided that Client l�as no outstanding invoices due to Emergicon at the time
of the request. Emergicon shall have absolutely no responsibility whatsoever after termination of
this Agreement to provide any monthly reports or other such Emergicon-generated reports to
Client.
g. Upon termination of this Agreement, Client is responsible to notify all
payers, patients, and other correspondents of its new address, phone and/or fax numbers for billing
or payment purposes. Notwithstanding any other provisians of this Agreement to the contrary,
Emergicon will not be responsible for mail, deliveries, faxes, messages or other communications
sent in Client's name to Emergican after the effective termination date of this Agreement, and
Emergicon shall have no duty to accept, maintain, copy, deliver or forward any such
communications ta Client following termination o£this Agreeinent.
la. Costs for copies of documents required and/or requested by Client beyond
the requirement of the normal daily claim handling requirements will be invoiced to Client by
Emergicon at a per copy price to be established by Emergicon from time to time.
6. Client Accounting and Auditin�Requirements. Tf Client requires Emergicon's
assistance in Client's accounting or other internal audits, Emergicon will c�iarge client for said
audit support services at its customary rates, to be established by Emergicon from time to time.
Upon wxitten request of Ciient for sanne, Emergicon slaall furnish said rates to Client in writing
prior to undertaking any wark pursuant to this Paragraph.
7. Term and Termination.
a. This Agreement is for an initial term of one year, and will automatically
renew for successive like terms unless terminated hereunder.
b. This Agreement may be terminated upon the expiration of its then-current
terrn, with or without cause, by either party, upon written notice to the ather party, given no later
than thirty {34) days prior to the expiration of the then-current tertn,
c. This Agreement may be terminated by Emergicon immediately upon
written notice ta Client for any of the following reasons;
i, If Client makes an assignment far the benefit of creditors, files a
voluntary or involuntary petition in bankruptcy, is adjudicated insolvent or bankrupt, petitions or
applies to any tribunal for the appointment of any receiver of any trustee over its assets oz
properties, commences any pxoceeding under any reorganization, arrangement, readjustment of
debt or similar law or statute of any jurisdiction, wliether naw or hereafter in effect, or if there is
commenced against the other party any such proceeding which remains undismissed, unstayed, or
the other party by any act or any amission to act indicated its consent to, approval of or
acquiescence in any sucli proceeding or the appaintment of any receiver or of any trustee, or suffers
any such receivership or trusteeship to continue undischarged, unstayed, or unvacated for a period
of thirty (30} days.
ii, If Client Ioses its license, permit or certiiication necessary to do
business, or is excluded from any state or federal health care program.
iii. If Client fails to perform any of its responsibilities as set forth in this
Agreeznent, fails to pay Emergicon far its services within tl�irty (30) days of the c�ate such paynnerzt
becomes due, takes any actions which Emergicon, in its sole discretion, determines to be unethical,
illegal, irnmoral or nan-compliant, or fails to cooperate with Emergicon in any way that prevents,
impedes, obstructs or delays Emergicon in the perfozmance of the Services set forth in this
Agreement.
d. Upon termination for any reason, Emergicon shall perform follow-up on
any open accaunts submitted by Emergicon on Client's behalf for a period not to exceed ninety
(90) days fxozn the date of termination. Emergicon shall have no responsibiiity ta perform suckz
follow-up in the event Client takes any actions which prevent Emergicon from engaging in such
follow-up, or in the event that Client has any unpaid balances due to Emergicon on the date of
termination of this Agreement.
e, Upon termination for any reason, Client shall be responsible to pay the fees
set forth in Paragraph 10 below, for all revenues collected by Emergicon on Client's behalf during
the 90-day foliow-up period set forth in Paragraph 7(d) above. After notice of termination is given,
all Emergicon invaices are due and payable by Client wit��in five (5) days of same. In the event
that Client does not remit payment on any such invoice within five (S) days of tl�e invoice,
Emergicon shall have no responsibility to perform any further follow-up on open accounts,
notwithstanding the provisions oiParagraph 7(d} above.
8. External and Internal Audits.
a. Client shall imtnediately notify Emergican if there has been any prepayment
audit or review, post payment audit or review, or any investigation or other formal inquiry into tlie
billing practices of Client and/or Emergicon, or claims submitted by Emergican on behalf of
Client, where such audit or investigation is or appears to have been initiated by any governmental
agency, insurer, payer, carrier, Medicare Administrative Contractor, Recavery Audit Contract,
Zone Program Integrity Contractor, Medicaid Fxaud Control Unit, other Medicare or Medicaid
contractor or other agency ar entity authorized to carry out any such audit or investigation. This
obligation shall survive termination of this Agreement far any reason.
b. The Client bears sole responsibility far obtaining and paying for any legal
or consulting assistance necessary in defending itself in any such audit or investigation. Emergicon
shall assist Ciient in producing any records, reports Qr documents in its possession which pertain
to the audit or investigation and may charge Client a reasonable fee for copying, preparation,
assembly or retrieval of such documents or reports. Ennergicon shall have no obligation to perform
any duties under this Paragrapl� $(b) following termination of this Agreement far any reason.
c. Client is solely responsible for repaying any ovezpayments ar recoupments
sought or imposed by any insurer, carrier, payer or governmental agency or contractor, including
interest, civil znonetary penalties, fines or othex such assessments.
d, Client understands and acknowledges that Emergicon, as part of its
compliance program, may on occasion, and at its sole discretion, perform or contract for tlie
performance of periodic, random, internal audits of its coding, billing and other business practices.
These voluntary, internal complian.ce audits znay reveal the existence of Client overpayments, and
Client agrees that any such overpayments identified by Emergicon in its internal auditing process
will be refunded by Client as described in more detail in Paragraph 2(h} of this Agreement.
Dispositian of Funds.
a. All funds Emergicon receives from third party payers, patients or other
sources for ambulance services provided by Client shall be made in the name of Client and
forwarded nnonthly to Client or depasited into a Client account as directed by Client.
b. If Client desires that its patients be able to pay their accounts utilizing credit
cards, then Eznergicon shall accept credit card payments on behalf of Client's patients in a manner
that is secure and agreed upon by the parties, and oniy to the extent possible and feasible, withaut
making Emergicon a callection agency and responsible far cornpliance vvith the federal Fair Debt
Collection Practices Act and other state or federal debt collection laws
by law.
c. Emergicon shall not accept a reassignment of any benefits where prohibited
10. Compensatian.
a. In exchange for the Serviees described in ihis Agreement, Client shall pay
Emergicon a fee equivalent to eight percent (8%) of all revenues collected by Emergicon on behalf
af Client. Credit card payments accepted by Enaergicon will be charged an additional one and
one-half percent {1.5%).
b, If Client instructs Emergicon to collect on an account(s) initially billed
by another Contractor, EmergicQn shall be compensated and paid for the collection efforts
on said account in accordance with the following schedule: Twenty-two Percent (22%} af
the total amount collected on the account,
c. Tf Client instructs Emergicon to contin.ue to pursue Private Pay accounts
with balances beyond 120 days from the date of transport, Ennergicon shall be compensated
and paid for the collection effarts on said account in accordance with the following schedule;
Eighteen Percent {18%} of the total amount collected on the account.
d. The fees payable by Client to Emergicon shall ba calculated and invoiced
to Client on a periodic basis established by Emergicon in accordance with the receipts repart
generated by Emergican,
e. Emergicon shall submit invoices to Client on. a periodic basis establisl�ed
by Emergicon. Invoices are ta be paid by Client within thirty (30) days of the invoice date.
Ernergicon reserves the right to add simple interest at an annual rate of 18%, compounded daily,
on ali where Enaergicon has not received payment within thirty (30) days of the date of its invoice.
£ In the event that Client is obligated to refiand any overpayment or credit
balance as set farth in Paragraph 2(h}, fees paid to Emergican by Client for such refunded
overpayment or credit balance shall not be credited or refunded to Client.
g, The rates set forth by Emergicon tQ be charged to Client far Services
xendered are subject to change by Emergicon upon tlsirty (30) days written notice to Client.
h. Client agrees to reimburse Emergicon for any and all sales tax liabilities that
may arise as a result of this Agreement.
11. Indemnification and Insurance.
a. In addition to any specific indemnification provisions set forth in this
Agreeznent, Client shall hold harmless, indemnify and defend Emergicon. and/or its employees,
officers, directors and agents fram and against any and all costs, claims, losses, damages,
liabilities, expenses, judgments, penalties, fines, an.d causes of action to the extent caused by any
act or omission on the pazt of Client or its agents, servants, volunteers, contractors or employees.
This provision shall include all costs and disbursements, including without limitation court costs
and reasonable attorneys' fees.
b. In addition to any specific indemniiication provisions set furth in this
Agreennent, Emergicon shall hold harmless, indemnify and defend Client and/or its employees,
ofiicers, directors and agents frozn and against any and all costs, claims, losses, damages,
liabilities, expenses, judgments, penalties, fines and causes of action to the extent caused by any
willful or grossly negligent misconduct of any Emergicon agent, servant, contractor or employee
and which relate to the Services performed by Emergicon under this Agreement.
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c, Emergicon shall maintain errors and omissions insurance coverage in an
amoun.t not less than $1,00O,OOQ. Errkergicorz shall provide praof of such coverage to Client upon
reasonable written request for same.
d. Natwithstanding any other provision of this Agreeznent, Emergicon shalI
not be liable for any damages, including but not linnited to loss in }�rofits, ar for any special,
incidental, indirect, consequential ar other similar damages suf%red in whole, or in part, in
connection with this Agreement. Any liability of Emergicon shall not exceed any amounts paid
to Emergicon by Client under this Agreement for any disputed billing perfornned by Emergicon on
behalf of Client.
e, Where any provision of this Agreement abligates Client to defend,
indemnify and/or hold harmless Emergicon, such agreement shall include any claims, losses,
assessments or damages of any l�ind, and shall apply equally to Emergicon and to its em�iayees,
owners, agents, contractors, attorneys, consultants, accountants and servants.
12. Confidentialitv. Neither Emergicon nor Client shall, durir�g the term of this
Agreement ar for any extension hereof, for any reason, disclose to any third parties any proprietary
information regarding the other party unless xequired to do sa by law, regulation or subpoena. For
purposes of this Agreement, "proprietary information" shall include, but nat be limited to, pricing
or rate ii�formation, information pertaining to contracts with payers, insurers, facilities, ambulance
providers, health care systems, or other sucla parties, audit requests, audit results, billing processes,
client Iists or other such in£ormation.
13. HIPAA Business Associate Assurances. Emergicon agrees to appropriately
safeguard protected health information ("PHI") that is created, received, maintained, or transmitted
on behalf of Client in compliance with the applicable provisions of Public Law 104-I91 of August
21, 1996, knawn as the Health Insurance Portability and Accountability Act of 1996, Subtitle F—
Administrative Simplification, Sections 261, et seq., as amended {"HIPAA"), and with Public Law
111-5 of February 17, 2009, kaaown as the American Recovery and Reinvestznent Act af 2009,
Title XII, Subtitle D— Privacy, Sections 13400, et seq., the Health Information Technology and
Clinical Health Act, as amended (the "HITECH Act"},
a. General Provisions
i. Meanin� of Terms. The terms used in this Agreement shall have the
same meaning as those terms defined in HIPA.A.
ii. Regulatory References. Any reference in tl�is Agreement to a
regulatory section means the section currently in effect or as amended.
iii. Inter�retation. Any ambiguity in this Agreement shall be interpreted
to pex-imit compliance with HIPAA.
b. Obligations of Emergicon
Emergicon agrees that it will:
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i. Not use or further disclose PHI other than as permitted or required
by this Agreement or as required by law;
ii. Use appropriate safeguards and comply, where applicable, with the
HIPAA Security Rule witl� respect to electronic protected healtl� information ("e-PHI") and
icnplement appropriate physical, technicai and administrative safeguards to prevent use ar
disclosure of PHI other than as provided for by this Agreement;
iii, Report to Client any use or disclasure of PHI not provided for by
this Agreement of which it becomes aware, including any security incident (as defined in the
HIPAA Security Rule} and any breaches of unsecured PHI as required by 45 CFR § 164,410.
Breaches of unsecured PHI shall be reported to Client without unreasonable delay but in no case
later than 60 days after discovery of t}ie breach;
iv. In accordance with 45 CFR 164.502(e)(1)(ii) and 164.308(b)(2),
ensure that any subcontractors that create, receive, zx�aintain, or transmit i'HI on behalf of
Emexgicon agree to the same restrictions, conditions, and requirements that apply to Emergicon
with respect to such information;
v. Make PHI in a designated record set available to Client and to an
individual wha has a right of access in a manner that satisfies Client's obligations to provide access
to PHI in accordance with 45 CFR § 164.524 within 3Q days of a request;
vi. Make any amendrz�ent{s) to PHI in a designated record set as
directed by Client, or take otl�er measures necessary to satisfy Client's obligations under 45 CFR
§ 164.526;
vii. Maintain and make available infoz-mation required to provide an
accounting of disclosures to Client or an individual who has a right to an accounting within 60
days and as necessaxy to satisfy Client's obligatians under 4S CFR § 164,528;
viii. To the extent that Emergicon is to carry out any of Client's
obligations under the HIPAA Privacy Rule, Emergicon shall cornply with the requirements of the
Privacy Rule that apply to Client when it carries out that obligation;
ix. Make its interraal practices, books, and records relating to the use and
disclosure of PHI received from, oz created or xeceived by Emergicon on behalf of Client, available to
the Secretary of the Department of Health and Human Services far purposes of determining Emergicon
and Client's compliance with HIPAA and the HITECH Act;
x, Restrict the use or disclosure o£ PHI if Client notifies Emergicon of
any restriction an the use or disclosure of PHI that Client has agreed to ar is required to abide by
under 45 CFR § 164.522; and
xi, If Client is subject to the Red Flags Rule (foun.d at 16 CFR §6&1.1
et seq.), Emergicon agrees to assist Client in complying with� its Red Flags Rule abligations by:
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(a) implementrng policies and procedures to detect relevant Red Flags {as de�ned under 16 C.F.R.
§681.2); (b) taking all steps necessary to comply with the policies and procedures af Client's
Identity Theft Prevention Program; (c) ensuring that any agent or third party who performs services
on its behalf in connection with covered accounts of Ctient agrees to implement reasonable policies
and procedures designed to detect, prevent, and mitigate the risk of identity theft; and (d) alerting
Client of any Red Flag incident (as defined by the Red Flag Rules) of whicli it becomes aware, the
steps it has taken to mitigate any potential harm that may have occurred, and provide a report to
Client of any threat of identity theft as a result of the incident.
c. Permitted Uses and Disclosures by Emergicon
Tl�e specific uses and disclosures of PHI that Emergicon may make on
behalf af Client include:
i. The preparation of invoices to patients, carriers, insurers and others
responsible for payment or reimbursement of the Services provided by Client to its patients, as set
forth in this Agreement;
ii. Preparation of reminder notices and dacuments per�aining to
collections of overdue accounts;
iii. The submission of supporting docunaentatian to carriers, insurers
and other payers to substantiate the healthcare services provided by Client to its patients or to
appeal denials of payment for the same; and
i�v. Other uses or disclosures of PHI as permitted by HIPAA necessary
to perforna the Services that Eznergicon has been agreed to perform on behalf of Client, as set forth
in this Agreement.
d. Termination
i. Notwithstanding the termination provisions set forth in Paragraph 7
of this Agreement, Client may te�inate this Agreeznent if Client determii�es that Emergicoi� f��s
violatcd a in�3t���ial tcrn� of thc N1PAA Busincss Assc�ciate Assurances set forth in this Par�gr�pli
l :i.
ii. lf either party knows of a pattern of activity or practice of the other
party that constitutes a material breacls or violation of the other party's obligations under this
Agreement, that party shall take reasonable steps to cure the breach or end tlae violation, as
applicable, and, if such steps are unsuccessful, terminate this Agreement, according to the
provisions set forth in Paragraph 7 of this Agreement, if feasible.
iii. Upon te�nination of this Agreement for any xeason and upon the
written request of Client and pursuant ta the other terms and conditions set forth in this Agreement,
Emergicon shall return to Clieni or destroy all l'HI received from Client, or created, maintained,
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or received by Emergicon on be�ialf of Client tl�at Emergicon still maintains in any farm. I;Freturn
or destruction is infeasible, the protections of this Agreennent will extend to sucli PHI,
14. Compliance.
a. Emergicon will conduct its activities and operations in compliance with all
state and federal statutes, rules and regulations applicable to billing activities.
b. Client shall conduct its activities, operations and documentation in
compliance with all applicab�e state and federal statutes, rules and regulations. Client expressly
represents and warrants that it is under n,o legal impediment to billing or receiving reimbursement
for its services, and that all of Client's personnel are appropriately licensed and/or certified to
furnisli the services �ravided by Client. Ciient agrees to defend, indemnify and hold harmless
Emergicon from an� and all claims, damages and losses in tiie event that Clierzt sends accounts to
Ez�ergican which are ine�igible for biiIing and/or reimbursement for any reason.
c. Each party is responsible for monitoring and ensuring its awn compliance
with all applicable state and federal laws and regulations pertaining to billing and reimbursement
for its services. However, either party which becomes aware of a violation of any such state or
federal laws ar regulations or of a yuestionable claizx� or claim practice agrees to notify the other
party within fifteen (15) days so the other party may appropriately address the matter.
d. The parties represent that they are not the subject of any actions or
investigations pertaining to its participation in or standing with any state or federal health care
program, are not subject to exclusion frozn any state ancUor federal health caxe progrann, and that
na persons providing sexvices %r which reimbursement is sought wexe at tlie time such services
were rendered excluded from any state or Federal healtl� care program.
e. Th.e parties recognize tl}at this Agreement is at all times subject ta
appiicable state, local, and federal laws and sl�all be construed accordingly, The parties further
recognize that this Agreem.ent may become subject to or be affected by amendments in such laws
and regulations ar to new legislation or regulations, Any provisians of law that invalidate, or are
otherwise inconsistent with, the material terms and conditions o£ this Agreement, or that would
cause one or both of the parties hereto to be in violation of law, shall be deemed to have superseded
the terms of this Agreetnent and, in such event, the parties agree to utilize their best efforts to
modify tl�e terms and conditions of this Agreement to be consistent with the requirements of such
law(s) in order to effectuate the purposes and intent of this Agreement, Tn the eveni that any such
laws or regulatzons affecting this Agreement are enacted, amended or promulgated, eith.er party
may propose to the a#her a written amendment to this Agreement to be consistent with the
provisions of such Iaws ar regulations. In the event that the parties do nat agree on such written
amendments within thirty (30) days of receipt of the propased written amendments, tlien either
party may terminate this Agreement without further notice, unEess this Agreement wauld expire
earlier by its terms,
f. T'�an-�n�ge��zcnt of lnciiyidtaals �an the l7IG Excltt_sicat� �.�st. The parties
further wanrant that each will take all reasonable steps as set forth by the Office of Inspector
14
General, United States Department af Health and Human Service, to ensure tlaat it does nat employ
or otherwise engage individuals who l�ave been excluded from participation in federal health care
programs. The parties agree to periodically check the OIG exclusion website to ensure that
emplayees, volunteers and all athers providing services for each respective organizatioza are nat
excluded. Tlie website is: http:/rexclusinns.c�i�.hhs,��nv,
15. Independent Contractor Relationshi� Emergicon and Client stand in an
independent contractor relationship to one another and shall not be considered as jaint venturers
or partners, and nothing herein shall be construed to authorize either party to act as general agent
for the other. There is no liability on the part of Ennergicon to any entity £or any debts, liabilities
or obligations incurred by or on bekaalf of the Client.
16. Prevention of Performance. If a party's obligation to perform any duty hereunder
is rendered impossible of perfortnance due to any cause beyand such party's control, including,
without limitation, an act of God, war, civil disturbance, fire or casualty, labor dispute, hardware
or software failures beyond the party's control, or governmenta� rule, sucla party, for so long as
such condition exists, shall be excused from such performance, provided it promptly provides the
other party with written notice of its inability to perfo� stating the reasons for such inability and
provided that the party takes all appropriate steps as soon as reasonably practicable upon the
termination of such condition to recommence performance,
17. Assignno.ent. This Agreement may be assigned by Emergicon to any successors or
assigns of Emergicon. This Agreement may not be assigned by Client without the express written
consent of Emergicon. This Agreement shall be binding upan all successors and assigns.
18. Notices. Notices required to be given under this Agreement shall be made to the
parties at the following addresses and shall be presumed to have been received by the other party
(i) three days after mailing by the party when notices are sent by First Class mail, postage prepaid;
{ii) upon transmission (if sent via facsimi�e with a coniirmed transmission report); or (iii) upon
rece�pt (if sent by hand delivery or courier service). .
Emer ican: Client:
Emergicon, LLC. The City of Colleyville
P4 Box 180446 5209 Colleyville Boulevard
Dallas, TX 752I8 Colleyville, TX 76034
Fax: (903) $87-1863
19. Non-Cornpetition _and Non-Solicitatio❑ Clause. Without prior, written
authorization frorn Emergicon, Client shali not:
a. During the term of this Agreement, or for two (2) years following its
expiration or termination for any reason, employ, retain as an independent cantractor, or otherwise
in any way hire any persannel cur�rently employed ar emplayed at any time during the te�xn of this
Agreement by Emergicon. Client expressly agrees that in the event of a breach of this provision,
15
Emergicon shall be entitled to a placement fee of two tizt�es the annual salary paid by Emergicon
to such employee at the time such employee left employment of Emergicon,
b. Duxing the tern� of this Agreement, or for a period of two (2) years following
its expiration or termination for any reasnn, engage in the provision of billing services for any
other ambulance service, medical transportation organization, fire departnnent, or emergency
medical services organization, Nothing in this Paragraph shall be interpreted to prohibit Client
frozn performing its own in-house billing and/or accounts receivable management following the
expiration or proper ternnination of this Agreement.
20. Governing Law and Forum Selection Cl.ause. This Agreennent shall be deemed to
have been made and entered into in Texas and shall be interpreted in accordance with the laws
ther.eof, without regard to conflicts of laws principles. The parties expressly agree that the
exclusive forum for resolving any legal disputes uander this Agreetnen.t shall be the state or federal
coitrts serving Dallas, Texas. Client expressly agrees to personal jurisdiction and venue in any
such cotrrC.
IN WTTNESS WHEREOF, the parties have executed this Agreement to cornmence on the
date first above written. Client represents that the individual who has executed this Agreement on
behalf of the Client is authorized by Client and by law to do so.
EMERGICON, LLC,
By;
2 s l�/. �
Signature Date
C�-�e + s�o a H � � '�''„��
Print Name
C�v
Title �
16
CLIENT
By:
.
� b
S� atGlrc ll�te
e�nr�i e�r d cn
Print Name
An tr
Tit1e
Business Associate Agreement
Between
The City of Colle�vi�le and
Emergicon, LLC
This Business Associate Agreement ("Agreement"} between The City of Colleyville and Emergicon, LLC
is executed to ensure tlaat Emergicon, LLC will appropriately safeguard protected health informstion ("PHI")
that is created, received, maintained, or transmitted on behal£ of The City of Colleyvitte in. compliance with
the applicable provisions of Pub�ic Law 104-191 of Augus# 21, 1996, knawn as the Health Insurance
Portabi[iry and Accountability Act of 199b, Subtitle F— Administrative Simplification, Sections 261,
et seq., as amended {"�-IIPAA."), azad with Public Law i 11-5 �F f�e�c•uary l?, 2���, knes'wn as the AtYaerican
Recovery and Reinvestment Act of 2009, Title XII, Sul�title D— Priv�cy, Sectinns 13400, .et seq.,
the Health Information Technology and Clinical Health �ci, �s a�nendec� (tlxe "H1T�CII Act"},
A, General Provisio�ts
1. Meanin� of Terms._ _The terms used in this Agreetnent shall have the same meaning as those terms
defined in H�AA.
2, Re�u4atorv References. Any reference in this Agreementto a regulatory section means the section
curxently in effect or as amended.
3. Internr�f�ti�. Any ambiguity in this Agreennent shall be interpreted to permit compliance with
HIPAA.
B. Obligations of Bus'rneas Associate
Emergicon, LLC, agrees that it wil(:
1. Not use ar further disclose PHI other than as pernnitted or required by this
Agreement or as required by law;
2. Use app:ropriate safeguards and compiy, where applicable, wikh the H.�'AA Secuxity Rule with
respect to electronic protected heaith infor�mation ("e- PHI"} and implement appropriate physical,
technical and administrative safeguards to pravent use or discloswre of PHI other than as provided
for by this Agreement;
3. Report to The City af Colleyvilke any use or disclosure of PHI aot provided for by this Agreement
of which it becornes aware, including any security incident (as defined in the HIPAA Security
Rule) and any breaches of unsecured �H� as required by 45 Ck'R §164.410. Breaches of unsecured
PHi shall be reported to The Crty of Colleyville without ur�reasonabie delay but in no case later
than 64 days after discovery of the breach;
4. In accordance with �5 CFR 164.502(a)(1}{ii) and 164.308(b)(2), ensure that any subcontractors that
create, receive, nnaintain, or transmit PHI on behalf af Em.ergicon, LLC agree to the same
restrictions, conditions, and requicements t�at apply to Emergicon, LLC with respect to such
information;
S. Make pHI in a designated record set availa6le to The City of Colleyville and to an individua! who
h.as a right of access in a manner that satisfies The City of Colle�ville's obligations to pravide
access to PHI in accardance with 45 CFR §1b4,524 within 30 days of a request;
6. Malce any amendrnent(s) to PHI in a designated record set as directed by City �f Colleyville, or
take other measures necessary to saiisfy The City of Colleyvilie's obligations under 45
CFR § 164.526;
7. Maintain and make available information required to provide an accounting of disclosures to
The City of Colleyville' s or an individual who has a ri�ht to an accounting within 60 days and
as necessary to satisfy The Ciry of Colleyville's obligations under 45 CFR
§ I 64.528;
8, To the extent that Ernergicon, LLC is to carry out any of The City of Colleyville's obligations
under the HIPAA Privacy Rule, Emergicon, LLC shall carnply with the requixements of the Privacy
Rule that apply to The City of Colleyville when it carries out that obligation;
9, Make its internai practices, books, and records relating to tha use and disclosure of PHI received
&om, or created or received by Emergicon, LLC on behalf of City of Colleyville, available to the
Seeretary of the Department of Health and Human Services for purposes of determining Emergicon,
LLC and The City of Colleyville's compliance with HIPAA and the HITECH Act;
10. Restrict the use or diselosure of PHI if The City of Colleyville notifies Emergicon, LLC of any
restriction on the use or disclosure of PHI that The City of Colleyville has agreed to or is required
to abide by under 45 CFR § 164.522; and
11. If The Ciry of Colleyville is subject to the Red Plags Ruie (found at 16 CFR §681,1 et seg.),
Emergicon., LLC agrees to assist The City oi Colleyville in complying wi#h its Red Flags Rule
obligations by: (a) implemen.ting policies and procedures to detect reievant Red k'lags (as defined
under 16 C.�.R. §681,2); (b) taking all steps necessary to eomply with the policies and procedures
of The City of Colieyville's Identity Tbeft Prevention Program; (c) ensuring that any agent
or fihird �arty who performs services on its behalf in conneotion with covered accounts of The
City of Colleyville agrees to implement reasonable policies and procedures designed to detect,
• prevent, and mitigate the risk of identity theft; and (d) alerting The City of Colleyville oi any Red
Flag incident (as de�ned by the Red Flag Rules) of which it becornes aware, the steps it has taken
to mitigate any potential harm that may have occuned, and provide a report to The Ciry of
Colleyville of any threat of identity theft as a result of the incident.
C. �ermitted Uses and Di�c�osures by Business Associate
The specific uses and disclosures of PHI that may be made by Emergicon, I,LC on 6ehalf of The City
of Colleyville include.
1. The preparation of invoices to patients, caxriers, insurers and others responsible for payment or
reimbursement of the services provided by The City of Colleyville to its patients;
�
2, Preparation of reminder notices aind documents pertaining to collections of averdue accounts;
3. The submission of suppnrti�g docurnentation to carriers, insurc�rs and other payars to substantiate
the healthcare services provided by The City af Colleyville to its patients or to appeal denials
of payment for the same; and
4. �ther uses or disclosures of PHI as permitted by HIP.AA necessary tn perform the services that
Ernergicoz�, LLC has been engaged to perform on behalf of City oi Colleyvilla.
Termination
1. The City nf Colleyville may terminate this Agreement if 1"he City of Colleyville
deterrnines that Emergicon, LLC has violated a material term ofthe Agreement.
2. If either party knows af a paltern of activity or praotice of the other party that constitutes a material
breaoh or violation nf the other party's obligations under this Agxeement, that party shall take
reasonable steps to aure the breach or end the violation, as applicable, and, if such steps are
unsuccessful, terminate the Agreement if feasible.
3. Upon terminaiion of this Agreement for any reason, Emergicnn, LLC shall return to The City of
Colleyville or desbrny all PHI received frorxz City of Colleyville, or created, maintained, or
received by Emexgicon, LLC on behalf of The City of Colleyville that Emergicon, LLC still
maintains in any fnrm. Emergicon, LLC shsll retain no copies of the �'HI. Ii returti or destruction
is infeasible, the protections of tl�is Agreement will extend to such PHI.
Ciry af Colleyville
Sign tur •
Agreed tn this day of , 2016
Emergicon, LLC
Signaturc; �
This docum�nt is
Colleyville, Texas,
EMS Information
Emergicon, L.L.C.
ADDEND�7M A
an addendunn to the Ser�vsc� 1-#greernent bexween Emer�ican, L.L.C. and City oF
It is understvod that tt�e follc�wing sc��.avare is bei»g pur�:)gased from SafetyPad
Systems �y City nf Cflllayville, Tehas, thr�ugt� a Service Agxeement with
Colle ille Estim t :
Annual e
1700 calis x$1.27 per record (15% hometown discount)= $2159.00
4 devices x $$4.00 yr = $336.4Q
CAD Interface x $125 rrxonth (guess) = $1500
-this courd c�'rop, need to see your current pracess
Auto-fax/Yi= $420 '
.Annual costs (based on 1700 calas) — 42� 47.00
Grand Tatal: 4$ ,247.QU
Emergicon agrees to pay the above mentioned sofl;ware fees to SafetyPad EMS Tnformation Systems.
The contract between SafetyPad EMS Information Systerns and City nf Colleyville, Texas will
automatically renew annually according to the SafetyPad EMS Information Systems Software License
Agreernent, Emergicon will pay Sa£etyPad EMS Information Systems on tkae contraat renewal date for
the full ar►nual subscription fee.
Cancellation fees '
Should City of Colleyvalle terminate Emergicon's Service Agreement within twelve (YZ) montk�s of the
date of th�is Addendum, City nf Colleyville will be responsible for full payment to Emergicon of a
cancellation fee equal to the total cost ($�,247.00). Emergicon will invoice City af Colleyville upoza
wri1ten notice of cancellation and payment will be dus 30 days from cancellation date,
El'�R. I I+�, L.�
By: _
Name: Christopk�er Turner
Title: President & CEO
i]ate: S / s'/ ��
EMER(31CON $ERVICE� ACiR�EMENT — ADDENDUM A Pa9e �