HomeMy WebLinkAboutRes 2021-02-863 Service Agreement with Emergicon, LLCCITY OF ANNA, TEXAS
RESOLUTION NO. 1
A RESOLUTION OF THE CITY OF ANNA, TEXAS APPROVING AND
AUTHORIZING A SERVICE AGREEMENT FOR BILLING PURPOSES RELATED TO
THE RECENT CARES ACT AMBULANCE VEHICLE (MEDIC UNIT).
WHEREAS, the City Council of the City of Anna, Texas ("City Council") finds that the
City of Anna Fire Chief — in furtherance of the Fire Department's purpose of preserving
and protecting the public health and safety of the City 's residents — has, after extensive
research, recommended that the City enter an agreement with Emergicon LLC; and,
WHEREAS, the City of Anna, Texas (the "City") approved the purchase of a transport
ambulance at the meeting held on 6/23/2020; and,
WHEREAS, the City's Financial Policy adopted on September 28, 2010 by Ordinance
No. 511 -201 0 requires that all purchases exceeding $50,000 must be purchased under
formal competitive sealed bidding rules or as otherwise permitted by the Texas Local
Government Code under Chapters 252 and 271; and
WHEREAS, Section 252.022(a)(2) of the Texas Local Government Code exempts
from competitive bidding a procurement necessary to preserve or protect the public
health or safety of the municipality's residents; and
WHEREAS, the City's Fire Chief has advised the Council and the Council has found
and determined that the purchase of the ambulance to include all related equipment
and necessary billing services is necessary and essential to preserve the public health
or safety of the City's residents; and
WHEREAS, the City Attorney has advised that based on these findings competitive
bidding is not required for the purchase of firefighting equipment as it falls under the
exemption in Section 252.022(a)(2) of the Texas Local Government Code; and
RESOLUTION NO. �4� � PAGE 1 OF 2
Emergicon Ambulance Billing Agreement
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
ANNA, TEXAS, THAT.
Section 1. Recitals Incorporated.
The recitals above are incorporated herein as if set forth in full for all purposes.
Section 2. Authorization %J Contract Award.
The City Council hereby authorizes the City Manager to execute on its behalf, subject
to legal review and approval by the City Attorney, a service agreement with
Emergicon LLC for the purpose of medical transport billing to be primarily utilized on
Anna Medic 1.
PASSED AND APPROVED by the City Council of the City of Anna, Texas, on this 9cn
day of February 2021.
ATTEST:
6L)Olyz
City Secretary Carrie L. Lan
RESOLUTION NO. � PAGE 2 OF 2
Emergicon Ambulance filling Agreement
Business Associate Agreement
Between
City of Anna, TX
and Emergicon, LLC
This Business Associate Agreement ("Agreement") between City of Anna, TX and Emergicon, LLC is
executed to ensure that Emergicon, LLC will appropriately safeguard protected health information ("PHI") that
is created, received, maintained, or transmitted on behalf of City of Anna, TX in compliance with the applicable
provisions of Public Law 104491 of August 21, 1996, known 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, known as the American Recovery and
Reinvestment Act of 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
1. Meaning of Terms. The terms used in this Agreement shall have the same meaning as those terms
defined in HIPAA.
2. Regulatory References. Any reference in this Agreement to a regulatory section means the section
currently in effect or as amended.
3. Interpretation. Any ambiguity in this Agreement shall be interpreted to permit compliance with
HIPAA.
B. Obligations of BusinessAssociate
Emergicon, LLC, agrees that it will:
1. Not use or further disclose PHI other than as permitted or required bythis
Agreement or as required bylaw;
2. Use appropriate safeguards and comply, where applicable, with the HIPAA Security Rule with
respect to electronic protected health information ("e- PHI") and implement appropriate physical,
technical and administrative safeguards to prevent use or disclosure of PHI other than as provided
for by this Agreement;
3. Report to City of Anna, TX any use or disclosure 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 City of Anna, TX without unreasonable delay but in no case later than 60 days
after discovery of the breach;
4. In accordance with 45 CFR 164.502(e)(1)(ii) and 164.308(b)(2), ensure that any subcontractors that
create, receive, maintain, or transmit PHI on behalf of Emergicon, LLC agree to the same
restrictions, conditions, and requirements that apply to Emergicon, LLC with respect to such
information;
5. Make PHI in a designated record set available to City of Anna, TX and to an
individual who has a right of access in a manner that satisfies City of Anna, TX's
obligations to provide access to PHI in accordance with 45 CFR § 164.524 within
30 days of a request;
6. Make any amendments) to PHI in a designated record set as directed by City of
Anna, TX, or talce other measures necessary to satisfy City of Anna, TX's obligations
under 45 CFR § 164.526;
7. Maintain and make available information required to provide an accounting of
disclosures to City of Anna, TX or an individual who has a right to an accounting
within 60 days and as necessary to satisfy City of Anna, TX's obligations under 45
CFR
§ 164.528;
8. To the extent that Emergicon, LLC is to carry out any of City of Anna, TX's
obligations under the HIPAA Privacy Rule, Emergicon, LLC shall comply with the
requirements of the Privacy Rule that apply to City of Anna, TX when it carries out
that obligation;
9. Make its internal practices, books, and records relating to the use and disclosure of
PHI received from, or created or received by Emergicon, LLC on behalf of City of
Anna, TX, available to the Secretary of the Department of Health and Human Services
for purposes of determining Emergicon, LLC and City of Anna, TX's compliance
with HIPAA and the HITECH Act;
10. Restrict the use or disclosure of PHI if City of Anna, TX notifies Emergicon, LLC
of any restriction on the use or disclosure of PHI that City of Anna, TX has agreed
to or is required to abide by under 45 CFR § 164.522; and
11. If City of Anna, TX is subject to the Red Flags Rule (found at 16 Cu §681.1 et
seq.), Emergicon, LLC agrees to assist City of Anna, TX in complying with its Red
Flags Rule obligations by: (a) implementing policies and procedures to detect
relevant Red Flags (as defined under 16 C.F.R.
§681.2); (b) taking all steps necessary to comply with the policies and procedures
of City of Anna, TX'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 City of Anna, TX agrees to implement reasonable policies and
procedures designed to detect, prevent, and mitigate the risk of identity theft; and
(d) alerting City of Anna, TX of any Red Flag incident (as defined by the Red Flag
Rules) of which it becomes aware, the steps it has taken to mitigate any potential
harm that may have occurred, and provide a report to City of Anna, TX of any threat
of identity theft as a result of the incident.
C. Permitted Uses and Disclosures by Business Associate
The specific uses and disclosures of PHI that may be made by Emergicon, LLC on behalf
of City of Anna, TX include:
1. The preparation of invoices to patients, carriers, insurers and others responsible
for payment or reimbursement of the services provided by City of Anna, TX to
its patients,
2. Preparation of reminder notices and documents pertaining to collections of overdue
accounts;
3. The submission of supporting documentation to carriers, insurers and other payers
to substantiate the healthcare services provided by City of Anna, TX to its patients
or to appeal denials of payment for the same; and
4. Other uses or disclosures of PHI as permitted by HIPAA necessary to perform
the services that Emergicon, LLC has been engaged to perform on behalf of City
of Anna, TX.
D. Termination
1. City of Anna, TX may terminate this Agreement if City of Anna, TX determines
that Emergicon, LLC has violated a material term of the Agreement.
2. If either party knows of a pattern of activity or practice of the other party that
constitutes a material breach or violation of the other party's obligations under
this Agreement, that party shall take reasonable steps to cure the breach or end
the violation, as applicable, and, if such steps are unsuccessful, terminate the
Agreement iffeasible.
3. Upon tetrnination of this Agreement for any reason, Emergicon, LLC shall return
to City of Anna, TX or destroy all PHI received from City of Anna, TX, or created,
maintained, or received by Emergicon, LLC on behalf of City of Anna, TX that
Emergicon, LLC still maintains in any form. Emergicon, LLC shall retain no copies
of the PHI. If return or destruction is infeasible, the protections of this Agreement
will extend to such PHI.
Agreed to this_�day of��, 2021
Emergicon, L.L.C. City of
�_ 1/20/2021
Signature:
Christopher Turner. President
Jim
AGREEMENT FOR SPECIALIZED PROFESSIONAL AMBULANCE BILLING SERVICES
This Agreement is entered into this day of , 2021, by and between Emergicon, LLC, a Texas
limited liability company and City of Anna, aTexas municipality, ("Client").
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, employers
and others;
WHEREAS, Emergicon is engaged in the business of providing third -party billing and accounts
receivable management specialized professional services for ambulance and emergency medical service
organizations;
WHEREAS, Client desires to utilize Emergicon for billing and claims management services for its
organization; and
WHEREAS, Emergicon is willing to provide such specialized professional services upon the terms
and conditions provided in this Agreement;
THEREFORE, in consideration of the mutual promises contained in this Agreement, and other good
and valuable consideration, the sufficiency of which is acknowledged, the parties, intending to be legally
bound, agree as follows:
1. Appointment. Client hereby engages Emergicon to perform the Specialized Professional
Services as described in Paragraph 2 of this Agreement and Emergicon accepts such appointment and agrees
to provide Specialized Professional Services in accordance with the terms of this Agreement. Client agrees
that this appointment is exclusive and that Client will not enter into any contract, agreement, arrangement
or understanding with any other person or entity, the purpose of which is to provide for the same or
substantially similar specialized professional services during the term of the Agreement, unless the parties
agree otherwise as set forth 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
their entirety.
2. Specialized Professional Services. Emergicon agrees to perform the following duties
(collectively referred to as the "Services") on behalf of Client:
a. Provide Client with instructions for the submission of Required Documentation to
Emergicon. Far• purposes of this Agreement, "Required Documentation" shall consist of prehospital patient
care reports (PCRs) (also referred to as "trip sheets" or "run reports"), (PCSs) (required for non -emergency
transports), patient authorization signatures (sometimes referred to as "assignment of benefits forms" or
"signature forms"), Advance Beneficiary Notices of Non -coverage (ABNs) and other documentation
necessary for Emergicon to perform the Specialized Professional 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 submission to request reimbursement and to verify compliance under
applicable laws, regulations or payer rules, based upon Emergicon's understanding of said laws, regulations or
payer rules applicable to the date the ambulance services were rendered. If any Required Documentation is
missing, Emergicon will request necessary documentation from Client.
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c. Promptly prepare and submit 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 Emergicon deems
the Required Documentation to be incomplete or inconsistent, Emergicon will notify Client that additional
information may be required to process the claim, and Emergicon will return any or all of the Required
Documentation to Client that Emergicon determines may be incomplete 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 on the information 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 for the collection of
co -payments, deductibles or other patient balances, to include the preparation of invoices and a maximum of
three contact attempts to patients, supplemental insurers or other financially responsible parties at industry -
appropriate intervals.
£ Perform follow-up for a commercially reasonable period of time following the initial
billing date on all open accounts (See Paragraph 10(d) below). After this follow-up period, Emergicon will
either return the accounts to Client or forward the accounts to a collection agency of Client's choosing at no
cost to Client. Client and/or its designated collection agency shall bear all costs and liabilities of collections
activities and collection agency charges, which charges shall not include any amounts due to Emergicon
under this Agreement.
g. Provide monthly reports to Client, which include, at a minimum, cash received,
accounts receivable and balance summary. Emergicon shall furnish those reports to Client.
h. Notify Client of any overpayments and/or credit balances of which 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.
i. Emergicon may, at its option, assist Client in processing such refunds, but all refunds
are to be made solely with Client's funds, and Emergicon has no responsibility to make such refunds unless
and until Client transfers such funds to Emergicon for this purpose. 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 within 60 days of the identification of any
such overpayments. Notwithstanding the foregoing or any contrary provision in this Agreement, Emergicon
shall refund to Client all money paid to Emergicon by Client under any one or more provisions of this
Agreement, if the overpayment was a result of Emergicon's actions, based upon the overpayment amount.
Such payments shall be made to Client within fifteen (15) days of written demand by Client.
j. If Client desires that its patients be able to pay their 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. Emergicon shall in its sole discretion determine which credit cards it will accept. Any credit
card processing fee shall not be the responsibility of Client. Emergicon may offset processing fees by passing
the fees through to the patient.
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k. 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
Client's provider enrollment status. Client bears the sole responsibility to ensure that its Medicare, Medicaid
or other insurer provider enrollment forms are submitted and updated in accordance with federal and state
law, regulations and policies, and that they do so in a timely manner. If Client's status as a Medicare or
Medicaid provider has lapsed prior to the effective date of this Agreement, Emergicon shall re -enroll Client for
an additional fee as described in Paragraph 10(e).
3. Specifically Excluded Duties of Emergicon. Notwithstanding any provisions of this
Agreement to the contrary, Emergicon shall riot 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 health 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;
£ Obtain any prior authorizations on behalf of Client or obtain a Physician
Certification Statement or other Certificate of Medical Necessity on behalf of Client.
4. Responsibilities of Client. Client agrees to do the following, at its sole cost and expense:
a. Provide Emergicon with all Required Documentation, as set forth in Paragraph
2(a), above, as well as the following data: Patient Name and Address, Date of Birth, Date of Service, Patient
Medical Condition, Reason for Transport, Services Rendered (including assessments, interventions and
other care), Origin and Destination with accompanying Zip Code, Transport Destination with accompanying
Zip Code, Odometer Reading/Loaded Mileage (to the nearest tenth of a mile), and all relevant insurer or
payer information, 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 complete and accurate based upon the information
provided to Client. Emergicon reserves the right to modify any Required Documentation or data at any time
in accordance with new or revised payer requirements, and will provide a copy of any such revisions to
Client in writing. Client acknowledges that Emergicon must rely upon the accuracy and completeness of
the forms, signatures and other documentation provided to it by Client to allow Emergicon to perform the
Specialized Professional Services specified in this Agreement. Emergicon is not in a position to verify the
accuracy or completeness of the Required Documentation provided by Client. By forwarding any such
documentation to Emergicon, Client expressly represents that any such documentation is complete and
accurate based upon information that has been provided to Client, and that Emergicon may rely upon the
completeness and accuracy of any such documentation in performing its Services under this Agreement.
Client bears sole responsibility for the claim submissions made by Emergicon on its behalf based upon the
aforementioned documentation submitted to Emergicon by Client.
b. Maintain its qualifications to provide ambulance services, including any required
local, state and/or federal licenses, permits, certificates or emolhnents (collectively, "Licenses"), and to
remain in good standing with Medicare, Medicaid and all other state and federal health care programs.
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Client shall provide copies of all current Licenses, including renewals, to Emergicon. Client shall be
responsible to maintain a National Provider Identifier (NPI) number and to update the information
associated with its NPL Client expressly represents that it will not forward accounts for processing by
Emergicon if Client is ineligible for payment by any payers or insurers as a result of its licensure status,
exclusion or other sanction with such payer or insurer, or other legal impediment, and that it willpromptly
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 Emergicon with odometer 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.
e. In accordance with appropriate payer guidelines, obtain the signature of the patient
or other authorized representative of the patient or otherwise meet the ambulance signature requirements
set forth at 42 CFR § 424.36 on each call and forward to Emergicon as part of the Required Documentation.
£ In the event that Client operates a subscription, membership, or resident write-off
program, client represents and warrants that its program is actuarially sound in accordance with the guidance
of the Office of Inspector General (OIG) and operated in accordance with any applicable state laws,
regulations or guidelines. Emergicon will bill in accordance with the terms of such program, provided that
Client furnishes those terms to Emergicon in writing. Client is responsible to inform Emergicon of its
patients who are members or subscribers of Client's membership or subscription program. Notwithstanding
any other provision of this Agreement, however, only to the extent allowed by law, 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 to any ALS-BLS "joint billing" or "bundle billing" agreement,
Client shall be responsible to provide Emergicon with a copy of 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 all trips where required by law and
provide copies of all PCS forms to Emergicon as part of the Required 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 Emergicon of any or all changes in billing charges for service or changes in
any of Client's billing policies or contracts not later than ten (10) days prior to the effective date of said
changes.
lc. Report all payments made directly to Client within three (3) business days of
Client's receipt of same.
1. Cooperate reasonably with Emergicon so as to enable Emergicon to meet its
obligations under this Agreement. In the event that Client's approval is required in order for Emergicon to
fulfill any obligations it may have under this Agreement, Client shall not unreasonably withhold, condition
or delay its approval.
m. In writing, notify Emergicon of any customized needs (reporting, scheduling,
support for Texas Ambulance Supplemental Payment Program (TASPP), 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 Client, who
can promptly respond to any questions raised by Emergicon, or who can execute required forms and other
documents necessary to the provision of Services by Emergicon under this Agreement.
o. Agree to permit Emergicon to provide training to Client personnel in the event that
Emergicon and Client agree that such training is necessary and/or desirable at a cost to be mutuallyagreed
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 mutually agreed upon by the parties and in conjunction with Emergicon information technology
personnel, representatives, or contractors.
5. Record Ownership and Access.
a. Client understands that all documentation provided to Emergicon by Client,
whether in paper and/or electronic form, is for the sole and express purpose of permitting Emergicon to
provide Specialized Professional Services under this Agreement. It is Client's responsibility to maintain all
of its documents and business records, including copies of any documents or records provided to Emergicon
("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 routine attorney requests (with appropriate patient authorization)
for such documentation, if those records are in Emergicon's possession at the time 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 requests to Client for disposition, and required documentation shall
be provided to Client by Emergicon at no additional cost to Client.
c. During the teen 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 Claim 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 consist of the documents generated secondary to claim
submission in the normal course of claim processing by payers and insurers, including Explanation of
Benefits (EOB) documents, Remittance Advice (RA) documents, Medicare Summary Notice (MSN)
documents, denials, and other documents of a similar type or nature.
d. Any documents, data, records, or information compiled in the course of
Emergicon's provision of Specialized Professional Services under this Agreement, other than those Client -
Provided Records and Claim Adjudication Records defined in Paragraphs 5(a) and (c) above, shall be the
sole and exclusive property of Emergicon and shall be considered the business and/or proprietary records
of Emergicon. Emergicon shall have no obligation to furnish any such business or proprietary records 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. Notwithstanding the foregoing,
Client and Emergicon understand and agree that documents required to be disclosed by court order, federal
or state law, including without limitation, those documents, records or information which are responsive to
a request for public information under state or federal law, shall be provided to Client by Emergicon.
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e. If Client or a third party requests any documents or records to which Client or the
third party has a right of access under Paragraphs 5(a) and (c) of this Agreement, and such documents cannot
be provided to Client in electronic form, Emergicon may charge Client the per -copy amount for medical
records permitted under the Texas Medical Board rules at the time of Client's request.
£ Should this Agreement be terminated for any reason, all documents and records to
which Client has a right of access under Paragraphs 5(a) and (c) of this Agreement shall be maintained in
electronic format at a site convenient to Emergicon for a reasonable amount of time for follow-up of all
open claims, but in any event not to exceed ninety (90) days following the effective date of termination of
this Agreement. Electronic or paper copies of the records to which Client has a right of access under
Paragraphs 5(a) and (c) will be made available to Client, at Client's sole cost and expense, in a format agreed
upon by Emergicon and Client at the Client's written request provided that Client makes such request within
thirty (30) days following termination of the Agreement, and provided that Client has no undisputed
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, except as required by Court order or applicable law.
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. After termination, Emergicon will not be responsible for mail, deliveries, faxes, messages or other
communications sent in Client's name to Emergicon after the effective termination date of this Agreement,
and Emergicon shall have no duty to accept, maintain, copy, deliver or forward any such communications
to Client following termination of this Agreement.
h. 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
reasonable per copy price per the Texas Medical Board rules at the time of the request.
6. Client Accounting and Auditing Requirements. If Client requires Emergicon's assistance
in Client's accounting or other internal audits, Emergicon will charge Client for said audit support services
at its customary rates, to be established by Emergicon from time to time. Upon written request of Client for
same, Emergicon shall furnish said rates to Client in writing prior to undertaking any work pursuant to this
Paragraph.
7. Term and Termination.
a. This Agreement is for an initial term of one year, and will automatically renew for
two (2) successive terms of one (1) year each unless tertninatedhereunder.
b. This Agreement may be terminated upon the expiration of its then -current term,
with or without cause, by either party, upon written notice to the other party, given no later than ninety (90)
days prior to the expiration of the then-cutTent term or as otherwise expressly provided herein.
c. This Agreement may be terminated by Emergicon or Client immediately upon
written notice to the other Patty for any of the following reasons:
i. If either Party makes an assignment for 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 or properties, commences any
proceeding under any reorganization, arrangement, readjustment of debt or similar law or statute of any
jurisdiction, whether now or hereafter in effect, or if there is commenced against the other party any such
proceeding which remains un-dismissed, un-stayed, or the other party by any act or any omission to act
indicated its consent to, approval of or acquiescence in any such proceeding or the appointment of any
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receiver or of any trustee, or suffers any such receivership or trusteeship to continue undischarged, un-
stayed, or un-vacated for a period of thirty (30) days.
Ha If either Party loses its license, permit or certification necessary to do
business, or is excluded from any state or federal health care program.
iii. If either Party fails to perform any of its responsibilities as set forth in this
Agreement, fails to pay the other Party as set forth herein within thirty (30) days of the date such payment
becomes due or such other time period as expressly provided herein, takes any actions which either Party
reasonably determines to be illegal or non -compliant with law or with this Agreement, or fails to cooperate
in any way that prevents, impedes, obstructs or delays either Party in the performance of its respective
obligations hereunder as set forth in this Agreement.
d. Upon termination for any reason, Emergicon shall perform follow-up on any open
accounts submitted by Emergicon on Client's behalf for a period not to exceed ninety (90) days from the
date of termination, unless Client declines that service from Emergicon by providing written notice to
Emergicon. Emergicon shall have no responsibility to perform such 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 and for all claims
billed on Client's behalf pursuant to Paragraph 10(b), below, during the 90-day follow-up period set forth
in Paragraph 7(d) above. After notice of termination is given, all invoices are due and payable by each Party
to the other Party within five (5) days of same. In the event that Client does not remit payment on any such
invoice within five (5) days of the invoice, Emergicon shall have no responsibility to perform any further
follow-up on open accounts, notwithstanding the provisions of Paragraph 7(d) above.
8. External and Internal Audits.
a. Client shall immediately notify Emergicon if there has been any prepayment audit
or review, post payment audit or review, or any investigation or other formal inquiry into the billing
practices of Client and/or Emergicon, or claims submitted by Emergicon 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, Recovery Audit Contractor, Zone Program Integrity
Contractor, Unified Program Integrity Contractor, Medicaid Fraud Control Unit, other Medicare or Medicaid
contractor or other agency or entity authorized to carry out any such audit or investigation. This obligation
shall survive termination of this Agreement for any reason.
b. The Client bears sole responsibility for obtaining and paying for any legal or
consulting assistance necessary in defending itself in any such audit or investigation. Emergicon shall assist
Client in producing any records, reports or documents in its possession which pertain to the audit or
investigation and may charge Client a reasonable fee, as determined by Texas Medical Board rules at the
time of the request, for copying, preparation, assembly or retrieval of such documents or reports. Emergicon
shall have no obligation to perform any duties under this Paragraph 8(b) following termination of this
Agreement for any reason.
c. Client is solely responsible for repaying any overpayments or recoupments sought
or imposed by any insurer, car�•ier, payer or governmental agency or contractor, including interest, civil
monetary penalties, fines or other such assessments.
d. Client understands and acicrrowledges that Emergicon, as part of its compliance
program, may on occasion, and at its sole discretion, perform or contract for the performance of periodic,
random, internal audits of its coding, billing and other business practices. These voluntary, internal
compliance audits may 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.
9. Disposition 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 monthly to Client
or deposited 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 Emergicon shall accept credit card payments on behalf of Client's patients in a manner that is secure
and agreed upon by the parties, and only to the extent possible and feasible, without making Emergicon a
collection agency and responsible for compliance with the federal Fair Debt Collection Practices Act and
Aber state or federal debt collection laws.
law.
c. Emergicon shall not accept a reassignment of any benefits where prohibited by
10. Compensation.
a. In exchange for the Specialized Professional Services described in this Agreement,
Client shall pay Emergicon a fee equivalent to eight percent (8.00%) of all revenues collected by Emergicon
on behalf of Client.
b. For all payers that prohibit percentage -based billing arrangements, such as
Department of State Health Services' (DSHS') Children with Special Health Care Needs (CSHCN) Services
Program, Client shall pay Emergicon a flat fee of $38 per trip, to be invoiced at the time of billing.
c. If Client instructs Emergicon to collect on an account(s) initially billed by another
Contractor, Emergicon shall be compensated and paid for the collection efforts on said account in
accordance with the following schedule: Twenty-two Percent (22%) of the total amount collected on the
account.
d. If Client instructs Emergicon to continue to pursue Patient Pay accounts with
balances beyond 120 days from the date of transport, Emergicon shall be compensated and paid for the
collection efforts on said account in accordance with the following schedule: Eighteen Percent (18%) of the
total amount collected on the account.
e. If Client is disenrolled or inactive as a Medicare or Medicaid provider prior to the
effective date of this Agreement, Emergicon shall re -enroll Client for an additional fee of $1,500 for
Medicare and $500 for Medicaid, plus any fees assessed by the Centers for Medicare & Medicaid Services.
£ The fees payable by Client to Emergicon shall be invoiced to Client on a monthly
basis and shall be calculated in accordance with the receipts report generated by Emergicon and the terms
of this Agreement.
g. Emergicon shall submit invoices to Client on a monthly basis. Invoices are to be
paid by Client within thirty (30) days of the invoice date.
h. In the event that Client is obligated to refund any overpayment or credit balance as
set forth in Paragraph 2(h), fees paid to Emergicon by Client for such refunded overpayment or credit
balance shall also be credited or refunded to Client in accordance with the provisions of this Agreement.
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i. The rates set forth by Emergicon to be charged to Client for Specialized
Professional Services rendered are subject to change ("Rate Change") by Emergicon upon ninety (90) days
written notice to Client. Notwithstanding any other provision of this Agreement, Client may terminate this
Agreement after receiving notice of a Rate Change by providing written notice of termination to Emergicon
within sixty (60) days of receiving the notice of the Rate Change.
l l . Indemnification and Insurance.
a. In addition to any specific indemnification provisions set forth in this Agreement,
only to the extent allowed by law, Client shall hold harmless, indemnify and defend Emergicon and/or its
employees, officers, directors and agents from 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 act or omission on the part 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 indemnification provisions set forth in this Agreement,
Emergicon shall hold harmless, indemnify and defend Client and/or its employees, officers, directors and
agents from 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 Specialized Professional
Services performed by Emergicon under this Agreement.
c. Emergicon shall maintain errors and omissions insurance coverage in an amount
not less than K000,000. Client will be named as an additional insured under the policy and Emergicon
shall provide proof of such coverage to Client upon execution of this Agreement and thereafter upon within
ten (10) days of written request for same.
d. Notwithstanding any other provision of this Agreement, Emergicon shall not be
liable for any damages, including but not limited to loss in profits, or for any special, incidental, indirect,
consequential or other similar damages suffered in whole, or in part, in connection with this Agreement.
Any liability of Emergicon for any disputed billing performed by Emergicon on behalf of Client shall not
exceed any amounts paid to Emergicon by Client under this Agreement.
e. Where any provision of this Agreement obligates either party to defend, indemnify,
hold harmless, and/or reimburse the other parry, such agreement shall include any claims, losses,
assessments or damages of any kind, and shall apply equally to that party and to its employees, owners,
agents, contractors, attorneys, consultants, accountants, and servants.
£ Notwithstanding the foregoing or any provision of this Agreement, Emergicon
understands and agrees that City's obligations to indemnify Emergicon under this Agreement are binding
only to the extent allowed by law based upon City's status as a body under the Texas Constitution, and
Emergicon expressly acknowledges that no such limitation or qualification is applicable to Emergicon's
obligation to defend, indemnify, release and/or hold harmless City under the terms of this Agreement.
g. It is expressly agreed and understood by both parties that certain repayment or
refiuld demands maybe made by insurance payers that are not the result of negligence on the part of either
party and therefore are not subj ect to indemnity as set forth in this Paragraph 11. Specifically, there may be
claims that are audited or reviewed and later determined not to be medically necessary, not to justify the
level of care provided and/or billed, or otherwise denied or down -coded to a lower level of service. In such
situations, the parties will work together to respond to and appeal such denials, and if determined that
repayment is in fact due after the exhaustion of such available appeals, the parties will pay their pro-rata
share of refund based on the % fee set forth in Paragraph 10.a. above.
12. Confidentiality. Neither Emergicon nor Client shall, during the term of this Agreement or
for any extension hereof, for any reason, disclose to any third parties any proprietary information regarding
the other party unless required to do so by law, regulation, subpoena, or Court order. For purposes of this
Agreement, "proprietary information" shall include, but not be limited to, pricing or rate information,
information pertaining to contracts with payers, insurers, facilities, ambulance providers, health care
systems, or other such parties, audit requests, audit results, billing processes, client lists or other such
information. The Parties understand and agree that any determination regarding whether "proprietary
information" or "confidential" (as defined or deemed under this Agreement) may lawfully be withheld may
be subject to review by the Texas Attorney General or by a Court of proper jurisdiction, and disclosure to
either the Texas Attorney General or a Court for purposes of determining whether disclosure is required
shall not be considered a breach of confidentiality.
13. Compliance.
a. Emergicon will conduct its activities and operations in compliance with all state
and federal statutes, rules and regulations applicable to billing activities. Emergicon expressly represents
and warrants that it is under no legal impediment to billing or receiving reimbursement for its services, and
that all of Emergicon's personnel are appropriately licensed and/or certified to furnish the services provided
by Emergicon. Emergicon agrees to defend, indemnify and hold harmless Client from any and all claims,
damages and losses in the event that Emergicon breaches its obligation under this paragraph to operate in
compliance with state and federal statutes, rules and regulations applicable to billing activities.
b. Client shall conduct its activities, operations and documentation in compliance
with all applicable state and federal statutes, rules and regulations. Client expressly represents and warrants
that it is under no legal impediment to billing or receiving reimbursement for its services, and that all of
Client's personnel are appropriately licensed and/or certified to furnish the services provided by Client.
Only to the extent allowed by law, Client agrees to defend, indemnify and hold harmless Emergicon from
any and all claims, damages and losses in the event that Client sends accounts to Emergicon which are
ineligible for billing and/or reimbursement for any reason.
c. Each party is responsiblemonitoring and ensuring its own 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 or regulations
or of a questionable claim or claim practice, agrees to notify the other party within three (3) business days
of becoming aware and such notice shall be in writing.
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 from any state and/or federal health care program, and that no persons providing services for
which reimbursement is sought were at the time such services were rendered excluded from any state or
Federal health care program.
e. The parties recognize that this Agreement is at all times subject to applicable state,
local, and federal laws and shall be construed accordingly. The parties further recognize that this Agreement
may become subject to or be affected by amendments in such laws and regulations or to new legislation or
regulations. Any provisions of law that invalidate, or are otherwise inconsistent with, the material terms and
conditions of 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 Agreement and, in such event, the parties agree to
utilize their best efforts to modify the 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. In the event
that any such laws or regulations affecting this Agreement are enacted, amended or promulgated, either
party may propose to the other a written amendment to this Agreement to be consistent with the provisions
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of such laws or regulations. In the event that the parties do not agree on such written amendments within
thirty (30) days of receipt of the proposed written amendments, then either party may terminate this
Agreement without further notice, unless this Agreement would expire earlier by its terms.
14. Non -Engagement of Individuals on the OIG Exclusion List. The parties fiuther warrant that
each will take all reasonable steps as set forth by the Office of Inspector General, United States Department
of Health and Human Services, to ensure that it does not employ or otherwise engage individuals who have
been excluded fiom participation in federal health care programs. The parties agree to periodically check the
XG exclusion website to ensure that employees, volunteers and all others providing services for each
respective organization are not excluded. The website is: http://exclusions.oig.hhs.g_ov.
15. Independent Contractor Relationship. Emergicon and Client stand in an independent
contractor relationship to one another and shall not be considered as joint 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 either party to any entity for any debts, liabilities or obligations incurred by or on behalf of
the other party hereto.
16. Prevention of Performance. If a patty's obligation to perform any duty hereunder is
rendered impossible of performance due to any cause beyond such parry's control, including, without
limitation, an act of God, war, civil disturbance, fire or casualty, labor dispute, hardware or software failures
beyond the parry's control, or governmental rule, such parry, for so long as such condition exists, shall be
excused from such performance, provided it promptly provides the other parry with written notice of its
inability to perform 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. Assignment. This Agreement may not be assigned by Emergicon to any successors or
assigns of Emergicon without the express written consent of Client. This Agreement may not be assigned
by Client without the express written consent of Emergicon.
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 U.S. certified mail, postage prepaid; or (ii) upon
receipt (if sent by hand delivery or courier service).
Emer ;non: City of Anna, TX:
Emergicon, LLC. City of Anna
PO Box 180446 111 N Powell Parkway
Dallas, TX 75218 Anna, TX 75409
19. Non -Competition and Non -Solicitation Clause. Without prior, written authorization from
Emergicon, Client shall not —during the term of this Agreement, or for two (2) years following its expiration
or termination for any reason —employ, retain as an independent contractor, or otherwise in any way hire
any personnel currently employed or employed at any time during the term of this Agreement byEmergicon.
20. Governing Law and Forum Selection Clause. This Agreement shall be deemed to have been
made and entered into in Texas and shall be interpreted in accordance with the laws thereof, without regard
to conflicts of laws principles. The parties expressly agree that the exclusive forum for resolving any legal
disputes under this Agreement shall be the state or federal courts serving Collin County, Texas. Client
expressly agrees to personal jurisdiction and venue in any such court.
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21. Entire Agreement. This Agreement constitutes the sole and only agreement between the
Parties and supersedes any prior understandings, written or oral agreements between the Parties with respect
to this subject matter.
22. Authorization. Each Party represents that it has full capacity and authority to grant all rights
and assume all obligations granted and assumed under this Agreement.
23. Successors and Assigns. Subject to the provisions regarding assignment, this Agreement
shall be binding on and inure to the benefit of the Parties to it and their respective heirs, executors,
administrators, legal representatives, successors and assigns.
24. Amendments. This Agreement may be amended only by the mutual written agreement of
the Parties.
25. Severability. In the event any one or more of the provisions contained in this Agreement
shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality
or unenforceability shall not affect any other provisions, and the Agreement shall be construed as if such
invalid, illegal, or unenforceable provision had never been contained in it.
26. Survival of Covenants. Any of the representations, warranties, covenants, and obligations
of the Parties, as well as any rights and benefits of the Parties, pertaining to a period of time following the
termination of this Agreement shall survive termination.
27. Counterparts. This Agreement may be executed by the Parties hereto in separate
counterparts, each of which when so executed and delivered shall be an original, but all such counterparts
shall together constitute one and the same instrument. Each counterpart may consist of any number of copies
hereof each signed by less than all, but together signed by all of the Parties hereto.
28. Non -Appropriation. In the event Client does not appropriate sufficient funds at any time
during the term, Client shall have the right to terminate this Agreement on the last day of the fiscal period
for which appropriations were received without penalty or expense to Client
IN WITNESS WHEREOF, the parties have executed this Agreement to commence 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:
Signature Date
Christopher Turner
Print Name
President and CEO
Title
Jim Proce
Print Name
City Manager
Title
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