R2021-286 2021-12-13RESOLUTION NO. R2021-286
A Resolution of the City Council of the City of Pearland, Texas, renewing a
contract for EMS billing services with EMS Management & Consultants, in the
estimated amount of $130,000.00, for the period of January 1, 2022 through
December 31, 2022.
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS:
Section 1. That the City previously awarded a bid for EMS billing services.
Section 2. That the City Council hereby renews a contract with EMS Management &
Consultants.
Section 3. The City Manager or his designee is hereby authorized to execute a contract
for EMS billing services.
PASSED, APPROVED, and ADOPTED this the 13th day of December, A. D., 2021.
_________________________________
J. KEVIN COLE
MAYOR
ATTEST:
______________________________
CRYSTAL ROAN, TRMC, CMC
CITY SECRETARY
APPROVED AS TO FORM:
________________________________
DARRIN M. COKER
CITY ATTORNEY
DocuSign Envelope ID: 5FAB980C-43C0-497B-A506-4174CF747E78
ExhibitA Resolution No.R2017-244
Exhibit "A"
BILLING SERVICES AGREEMENT
THIS BILLINGSERVICES AGREEMENT(hereinafter “Agre-emenl”),is entered into this
27th day of November 2017 between EMS MANAGEMENT8.CONSULTANTS,INC.
(hereinafter "ElviS{MC")and ClTY OF PEARLAND,TEXAS (hereinafler“C.iient").
WITNESSETH:
WHEREAS,EMSIMCisan ambulance billing service company with experience in
providing medical billing and collection services to medical transport providers,including
?re and rescue and emergency medical service (EMS)providers;and
WHEREAS,Client is normally engaged in the business of providing emergency
-medical services.and billablemedical transportation services;and
WHEREAS,Client wishes to retain EMSWICto provide medical billing,collection
and related services as set forth in this Agreement.
NOW,THEREFORE,in consideration of the mutual agreements described below
and other good and valuable Consideration,the receipt and sufficiency of which are
acknowledged,the parties agree as follows:
1.ENGAGEMENT.
a.During the term of this Agreement,EMS|MC shall provide routine billing,bili
processing and fee collection services reasonably required and customary for service
providers of similar size and situation to Ciient (the "Revenue Cycle Management
Services”or "ROM Services").The RCM Services shall include:(-1)preparing and
submitting initial and secondary claims and bills for Client to insurers and others
responsible for payment;(2)performing reasonable and diligent routine collection efforts
to secure payments from primary and secondary payers and patients or otherentities,(as
EMSIMC,in its sole discretion deems appropriate);(3)issuing up to three patient
statements for all unpaidbalances;and (4)referring accounts which have not been
collected during Ell/lS|MCnormal billing cycle to an outside collection agency ifso directed
by Client.
b.Elvlsllvlcshall also provide to Client software Enaccordance with Exhibit A
(the ‘Software”).
32473561
....-.....E._...._....._._.__-..._.-.......................__._...-_E,___.__.__
c.Collectiveiy,the ROM Services,the Software and any other services that
EMSIMCprovides to Client shall be referred to as the "Services".
2.EMS|MC Responsibilities.
a.EMS|MC will provide the ROM Services in material compliance with all
applicable state and federal laws and regulations.
b.EMSIMCwill submit all "Completed Claims“to the applicable third«party
payer.A “Completed Claim"is a claim for emergency medical services and billable
medical transportation services that (i)is received by EMSIMCand supported by an ePCR
record that contains all necessary and accurate information;(ii)has been reviewed and
any identi?ed issues sent to Client for remediation have been rectified;(iii)is for a patient
encounter that has been electronically signed off by Client in the ePCR;(iv)has been
reviewed by Client and deemed ready for billing;and (v)is not subject to a billing hold.
EMSlMCwill not have any responsibility for any adverse impact to Ciient that may result
from any delay of Client in compietin g claims.
c.Accounts with outstanding balances after the insurance andlor third party
payer has determined benefits due willbe billed by EMSIMCto the patient.EMSIMCwill
send up to three patient statements to the patient or responsible party,except as to those
accounts on which an insurance carrier or third-party payer has accepted responsibility
to pay.Once Client has submitted all necessary information,EMS|MC wili bill ail
uninsured patients directly.
at.Within ten (1 0}business days of the East business day of the month.
EMS|MC willprovide to Client a month end report,which shail include an account analysis
report,aging report and accounts receivables reconciliation report for the previous month.
Deposit reports willbe provided daiiy.
e.During the term of this Agreement,EMSIMCshall maintain,provide
appropriate storage and data back-up for ail billing records pertaining to the ROM
Services provided by EMSiMChereunder.Upon at least five (5)business days’prior
written notice,ElVlS|lVlCshall make such records accessible to Client during EMSIMC
business hours.Upon termination of this Agreement,trip data pertaining to the ROM
Services shalt be returned to Client.Notwithstanding anything to the contrary herein,
Client ackrtowiedges and agrees that EMS|MC is nota custodian of clinical records nor a
ciinical records repository.Client is responsibie for maintaining all clinical records in
accordance with Section 3(d).
f.EEvlSlMCshall notify Client of (i)all patient complaints about clinicalservices
within five (5)business days of receipt;(ii)all patient complaints about billing within ten
2
32473551
(10)business days of receipt;and (iii)all notices of audit,requests for medical records or
other contacts or inquiries out of the normal course of business from representatives of
Medicare,Medicaid or private payers with which Client contracts or any law enforcement
or government agency ("Payer inquiries")withinten (10)business days of receipt,unless
such agency prohibits EMSIMCfrom disclosing its inquiryto Client.
g.EMSEMCwill reasonably assist Client in responding to Payer Inquiries which .
occur in the normal course of Clients business and arise from EMStMC'sprovision of the
Services.If EMS]MC,in its sole discretion,determines that (i)Client is excessively
utilizing Etv1S|MC‘sassistance in responding to Payer inquiries,(ii)a Payer Inquiry is
outside the normal course of Clients business;or (iii)a Payer Inquirydoes not arise from
the Services provided by EMS|MC,EMSllViCmay charge Client,and Client shall pay,for
any assistance provided by EMSIMCat EMS|MC’s then current hourly rates.
h.EMS|lvlCis appointed as the agent of Client under this Agreement solely for
the express purposes of this Agreement relating to billing and receiving payments and
mail,receiving and storing documents,and communicating with hospitals and other
entities to facilitate its duties.EMSlMCwill have no authority to pledge credit,contract,
or otherwise act on behalf of Client except as expressly set forth herein.
i.As to all payments received from Medicare,Medicaid and other govemment
funded programs,the parties speci?cally acknowledge that EMSIMCwill only prepare
ctaims for Clientand will not negotiate checks payable or divert electronic fund transfers
to Client from Medicare,Medicaid or any other governmentfunded program.AllMedicare,
Medicaid and any other government funded program payments,including all electronic
fund transfers,will be deposited directly into a bank account designated by Ctient to
receive such payments and as to such account only Client,through its officers and
directors,shall have access.
j.The Services provided by EMSIMCto Client under this Agreement are
conditioned on Clients ful?llment of the responsibilities set forth in this Agreement.
k.EMSIMCshall have no responsibility to provide any of the following
services:
i.Determining the accuracy or truthfulness of documentation and
information provided by Client;
ii.Providing services outside the EMS|MC billing system;
iii.Submitting any claim that EMSJMCbelieves to be inaccurate or
fraudulent;or
32473561
iv.Providing any service not expressly required of ElVlSlMCby this
Agreement.
I.For Client‘s service dates that occurred prior to the mutually agreed go iive
date for the Services,Client agrees and understands that EMSlMCis not responsible for
any senrices including,but not limited to,submitting claims or managing any denials,
refunds or patient calls.As between Client and EMS|MC,Client is fully responsible for
the proper billing and accounting of any remaining balances related to service dates that
occurred prior to such go live date.
3.RESPONSIBILITIESOF CLIENT.The following responsibilities of Client
are a condition of ElVlS|MC’sservices under this Agreement,and ENlS|MC shall have no
obligation to provide the Services to the extent that Client has not fulfilled these
responsibilities:_
a.Client wilt pay all amounts owed to EMS|MC under this Agreement.
b.Client will implement standard commercially reasonable actions and
processes as may be requested by Eli/lS|lVlCfrom tirne—to-timeto allow EMSlMCto
properly and efficiently provide the ROM Services.These actions and processes include,
but are not limitedto,the following:
i.Providing E-'.MSlNlCwith complete and accurate demographic and
charge information necessary forthe processing of professional andlor
technical component billing to third parties and/or patients including,
without limitation,the following:patient identi?cation (name,address,
phone number,birth date,gender);guarantor identi?cation and address;
insurance information;report of services:special claim forms;pre-
authorization numbers;and such additional information as is requested
by ElVlS]lvlC:
ii.Providing EMSIMCwith compiete and accurate medical record
documentation for each incident or patient service rendered for
reimbursement,which is necessary to ensure proper biliing and secure
claim payment;
iii.Providing EMSlMC,in a timely manner,with Patient Care Reports
(PCRS)that thoroughly detail the patients full medical condition at the
time of service and include a chronological narrative of all services and
treatment rendered;
iv.Obtaining attthorlzations and signatures on all required forms,including
consent to treat,assignment of benefits,release of information and
4
32473551
claims unless extenuating circumstances prevent Client from obtaining
such signatures;
v.Obtaining physician certification statements (PCS)forms for all non-
emergency transports and other similarmedical necessity forms or prior
authorization statements as deemed necessary by the payer;
vi.Obtaining or executing all forms or documentation required by Medicare,
Medicaid,CHAMPUS,and any other payer or insurance carriers to ailow
EMSIMCto carry out its billingand other duties under this Agreement;
and
vii.implementing reasonable and customary charges for complete,
compliant biiling.
c.Client represents and warrants that the PCR and any and all associated
medical records.forms and certification statements provided to EMSJMCare true and
accurate and contain only factual informationobserved and documented by the attending
fieldtechnician during the course of the treatment and transport.
d.Client shall maintain C|ient‘s own files with all original or source documents,
as required by law,and oniy provide to EMSWICcopies of such documents.Client
acknowledges that EMSHVICis not the agent of Client for storage of source
documentation.
:3.Clientwill provide EMS|MCwith a copy of any existing billing policy manuals
or guidelines,Medicare or Medicaid reports,or any other record ordocument related to
services or billing of Client's accounts.
i.Client will report to EMSil\/lC.within ten (10)business days of payments
received directly by Client,and promptly notify EMS|MC of any cases requiring special
handling or biliing.Client shalt advise ElVlSlMCofany Payer inquiries within ten (10)
business days of receipt.
g.Client shall ensure that any refundsposted by EMS[MCare actually issued
and paid to the patient,insurer,or other payer as appropriate.
11.Client agrees to provide EMS|lVlC with administrativeaccess to the ePOR
system or similar access in order to run reports and review documents and attachments
to better service Clieni’s account.
i.Client shall provide Eli/lSlMCwith access to its facilities and personnel for
the purpose of providing on~site and/or online training to such personnel.Client shall
cooperate with Elv1S|MCand facilitate any training that EMSlMCwishes to provide.
5
12473551
j.Client shall complete EllllS|lVlC’sonline training course within 90 days of the
contract start date and all new hires will complete EMS]MC’s online documentation
training within 90 days of hire date.Newly developed training materials by EMS|MC
should be mutually agreed upon by the parties to be required training.
k.Client shall comply with all applicable federal,state,and local laws,rules,
regulations,and other legal requirements that in any way affect this Agreement or the
duties and responsibilities of the parties hereunder.
4.EMSWICWEB PORTALS.
a.EMS|MC shall provide Client and those individuals appointed by Client
("Users")with access to EMS|MC Web Portals (‘the "Portals”),which shall be subject to
the applicable Terms of Use found on the Portals.To be appointed as a User,the
individualmust be an employee of Client or otherwise approved by Client and EMSilVlC.
Client is responsible for all activity of Users and others accessing or using the Portals
through or on behalf of Client including,but not limited to,ensuring that Users do not
share credentials for accessing the Portals.Client is also responsible for (i)identifying
individualswho Client determines should be Users;(ii)determining and notifying EMSlMC
of each User’s rights;(iii)monitoring Users‘access to and use of the Portals;(iv)acting
upon any suspected or unauthorized access of information through the Portals;(v)
ensuring each User’s compliance with this Agreement and the Terms of Use governing
the use of the Portals;and (vi)notifying EMSIMCtodeactivate a User account whenever
21 User's employment,contract or affiliation with Client is terminated or Client otherwise
desires to suspend or curtail a User's access to and use of the Portals,Client agrees to
follow best practices to ensure compliance with this provision.
Client acknowledges that EMS(l\rlC may suspend or terminate any Users access to the
Portals (i)for noncompliance with this Agreement or the applicable Terms of Use;(ii)if
such User poses a threat to the security or integrity of the Portals or information available
therein;(iii)upon termination of Client;or (iv)upon notice of suspension or termination of
such User by Client.Client may suspend or terminate a User's access to the Portals at
any time.
5.COMPENSATION OF ENISIMC-.
a,Client shall pay a fee for the Services of EMSIMChereunder,on a monthly
basis,in an amount equal to 3.9%percent of “Net Collections"as de?ned below (the
“RCM Fee").Net Collectionsshall mean all cash and check amounts including electronic
fund transfers (EFTS)received by Eivlslll/lCfrom payers,patients,attorneys offices,court
5
32473561
settlements,collection agencies,govemment institutions.debt set—offprograms,group
health insurance plans.private payments,credit cards,healthcare facilities or any person
or entity submitting funds on a patients account,or any amounts paid directly to Client
with or without the knowledge of EMSIMCthat are paid,tendered,received or collected
each month for Client's transports,less refunds processed or any other necessary
adjustments to those amounts.Price adjustments for such services shall be allowed at
the completion of the initialTerm and each Renewal Term.Price adjustments shall not
exceed the change in the average of the Consumer Price index (CPI)for ail Urban
Consumers,Not Seasonally Adjusted,Area:U.S.city average,Item:All item,Base
Period:1982—84=t0Dover the twelve months prior.
b.Client shall also pay any fees associated with the Software as set forth in
ExhibitA (the “So?ware Fee”).Together,the ROM Fee and the Software Fee as referred
to as the "Compensation".
c.EMSIMCshall submit an invoice to Client by the tenth (10‘*‘)day of each
month for the Compensation due to EMS]MC for the previous calendar month.The
Compensation amount reflected on the invoice shall be paid in full within thirty (30)days
of receipt from when the invoice is first presented to Client (the “Payment Date”).Such
amount shall be paid without offset unless the calculation of the amount is disputed in
good faith.in which case Client shall pay the undisputed amount and shall provide
EMSIMCwith detailed written notice of the basis for the disputed portion no laterthan the
Payment Date.Any invoices notdisputed in writing by the Payment Date shall be deemed
“undisputed"for all purposes of the Agreement.All invoices are to be paid directly from
Clients banking institution to Elvislivicvia paper check,direct deposit or ACH draft
initiated by Ell./lSjiv‘lCinto ElvlSjivlC‘sbank account.
d.A one—timelate fee of 5%shall be added to any invoices that remain unpaid
after forty-five (45)days.Interest shall begin to accrue on all unpaid balances starting
sixty (60)days after the presentment of said invoice for any unpaid balances at the rate
of 122%per month or the highest rate allowed under applicable law,whichever is lower.
Client shall be responsible for alt costs of collection incurred by EMSIMCor others in
attempting to collect any amounts due from Client under this Agreement,including,but
not limitedto,reasonable attorney fees.
e.In the event of a material change to applicable law.the billing process
andfor scope of Services provided in this Agreement or a material difference in any of the
patient demographics provided by the Client and set forth in Exhibit B,EivlSjlv‘lCreserves
the right to negotiate a fee change with Client and amend this Agreement accordingly or
tenninate this Agreement.
32473561
f.ElVlS[MCmay,in its sote discretion,immediately cease to provide Services
for Client should the outstanding balance owed to EMSIMCbecome in arrears.Claims
processing wilt not resume until all outstanding balances are paid in full or arrangements
approved by EMS|MC have been made to wholly resolve any outstanding balances.
6.TERM OF AGREEMENT.
a.This Agreement shall be effective commencing on January 1,2018 and
shall thereafter continue through December 31,2020 ("initial Term").This Agreement
shall be binding upon the parties hereto and their respective successors,assigns,and
transferees.The Agreement shall automatically renew on the same terms and conditions
as stated herein,for two (2)successive one (1)year terms (each a "Renewal Term”),
unless either party gives written notice of intent not to renew at least 60 days before
expiration of any term.Notwithstanding anything herein to the contrary,this Agreement
may be terminated under the provisions provided below.(The initial Term and any
Renewal Terms are referred to as the “Term".)
b,Termination for Cause or Convenience.Notwithstanding Section 6(a),
either party may terminate this Agreement if the other party materially breaches this
Agreement,unless (i)the breaching party cures the breach within 10 days following
receipt of notice describing the breach in reasonable detail,or (i0 with respect to a breach
which may not reasonably be cured within a 1O4:lay period,the breaching party
commences,is diligentiy pursuing cure of,and cures the breach as soon as practical
following receipt of notice describing the breach in reasonable detail.After the one year
anniversary of the effective date of the initial Term,either party may terminate this
Agreement for convenience at any time during the Term of this Agreement by providing
the other party ninety (90)days prior written notice.
c.Immediate Termination.Either party may terminate this Agreement
immediately as a result of the following:
i.Faiiure of Client to make timely payments due under this Agreement;or
ii.injury to any customer,independent contractor,employee or agent of
the other party hereto arising from the gross negiigence or willful
misconduct of a party;or
iii.Harassment of any employee or contractor of a party or commitment of
any act by a party which creates an offensive work environment;or
iv.Commitmentofany unethical or immoral act which harms the other party
or could have the effect of harming the other party;or
3247356!
v.The other party becomes insolvent,bankrupt,files a voluntary petition in
bankruptcy,makes an assignment for the benefit of creditors,or
consents to the appointment of a trustee or receiver;or
vi.The legal authority of the other party to operate or provide services as
required hereunder is suspended orterrnlnated.
7.RESPONSIBILITIES UPON TERMINATION.
a.Subject to Clients payment of allamountsdue hereunder,upon any
termination of this Agreement,and during the period of any notice oftermination,EMSIMC
will make available to Client or its authorized representatives data from the billing system
regarding open accounts in an electronicformat,and willotherwise reasonably cooperate
and assist in any transition of the Services to Client,or its successor billingagent.Upon
request,EMSIMCwillprovide to Client trip data associated with the claims submitted by
EMSIMCon behaifof Ctient pursuant to this Agreement.EMSIMCshall retain ?nancial
and billing records not tendered or returned to Client on termination hereof for at least ten
(10)years following the date of service.
b.Following termination of this Agreement,fora period of ninety (90)days (the
“Wind Down”),EMSIMCwill continue its billing and collection efforts as to those accounts
with dates of services prior to termination,subject to the terms and conditions of this
Agreement including,but not limited to,Section 5.Clientwill continuetoprovideEll/ISIMC
with copies of checks and payments on those accounts which were filed by EMSIMC
under this Agreement.EMSIMCshall have no further responsibilities as to such accounts
after the Wind Down;however,EMSIMCshall be entitled to compensation as provided in
Section 5(a)for such amounts filed by EMS|MC,regardless of whether such amounts are
collected by Client during or after the Wind Down period.During the Wind Down and for
up to tweive months following termination of this Agreement,EiV|S|MCshall continue to
make the Portals available to Client,subject the applicable Terms of Use.
Notwithstanding the foregoing,in the event EMS|iVlCterminated this Agreement pursuant
to Sections 603)or 6(0),EMSWICshall have no obligation to provide any Services after
the date of termination.
3.EXGLUSIVITYAND MISCELLANEOUS BILLINGPOLICIES.
a.During the term of this Agreement,EMSIMCshall be Client's exclusive
provider of the RCM Services.Client may not directly ?le.submit or invoice for any
medical or medical transportation services rendered white this Agreement is in effect.
9
32473561
b.In addition,Client agrees not to collect or accept payment for services from
any patient unless the service requested does not meet coverage requirements under
any insurance program in which the patient is enrolled or the patient is uninsured.
Payments received directly by Client for these services must be reported to EMSlMCas
provided in Section 3(f)hereof and shall be treated as Net Collections for purposes of
Section 5(a)hereof.
c.in compliance with crvrsregulations,Medicare patients will not be charged
by Client a higher rate or amount for identical covered services charged to other insurers
or patients.Accordingly,only one fee schedule shall exist and be used in determining
charges for all patients regardless of insurance coverage.
d.EMS]MCreserves the right not to submit a claim for reimbursement on any
patient in which the PCR andlor associated medicai records are lncompiete or appear to
be inaccurate or do not contain enough information to substantiate or justify
reimbursement.This includes missing patient demographic information,insurance
information,Physician Certi?cation Statements (PCS)or any required crew anclfor patient
signatures,or otherwise contradictory medicat information.
a.Client shall implement and maintain a working compliance plan
(“Compliance Plan”)in accordance with the most current guidelines of the US.
Department of Health and Human Services (“HHS").The Compliance Plan must inciude,
but not be limited to,formal written policies and procedures and standards of conduct,
designation of a compliance officer,quality assurance policy and effective training and
education programs.
1’.in accordance with the HHS Office of inspector General (“OlG")Compliance
Program Guidance for Third-Party Medical Billing Companies,EMSIMC is
obiigated to report misconduct to the government,ifEMSIMCdiscovers credible evidence
of Client's continued misconduct or flagrant,fraudulent or abusive conduct.in the event
of such evidence,EMSJMChas the right to (a)refrain from submitting any false or
inappropriate claims,(b)terminate this Agreement and/or (c)report the misconduct to the
appropriate authorities.
9.NON-lNTERFERENCEINON-SOLlCtTATlOt~tOF EttllslllllcEMPLOYEES.
Client understands and agrees that the relationship between EMSlMCand each of its
employees constitutes a valuable asset of ElViS|MC.Accordingly,Client agrees that both
during the tenn of this Agreement and fora period beginning on the date of termination
of this Agreement,whatever the reason,and ending three (3)years after the date of
termination of this Agreement (the "Restricted Period”),Client shall not,without
EMS|l\r'tC’sprior written consent,directiy or indirectly,solicit or recruit for employment;
10
32-17355]
attempt to solicit or recruit for employment;or attempt to hire or accept as an employee,
consultant,contractor,or otherwise,or accept any work from EMS]MC's employees with
whom Client had material contact during the tem of this Agreement,in any position where
Client would receive from such employees the same or similar services that EMS|l’v‘iC
perfomied for Client during the term of this Agreement.Client also agrees during the
Restricted Period not to unlawfully urge,encourage,induce,or attempt to urge,
encourage,orinduceany employeeof EMS|MC to terminate his or her employment with
EMS|MC.Client has carefully read and considered the provisions of Section 9 hereof,
and having done so,agrees that the restrictions set forth in such section (including,but
not limited to.the time period)are fair and reasonable and are reasonably required for
the protection of the legitimate interests of EMS|MC,its oflicers,directors,shareholders,
and employees.
10.PRIVACY.
a.Con?dentiality.The Parties acknowledge that they will each provide to the
other Confidential information as part of carrying out the tenns of this Agreement.
EMSIMCand Client will be both a Receiving Party and a Disclosing Party at different
times.The Receiving Party agrees that itwill not (i)use any such Confidential lnfonnation
in any way,except for the exercise of its rights and performance of its obligations under
this Agreement,or (ii)disclose any such Con?dential Information to any third party,other
than furnishing such Confidential Information to its employees,consultants,and
subcontractors,who are subject to the safeguards and confidentiality obligations
contained in this Agreement and who require access to the Confidential information in the
performance of the obligations under this Agreement.in the event that the Receiving
Party is required by applicable law to make any disclosure of any of the Disclosing Party's
Confidential information,by subpoena,judicial or administrative order or otherwise,the
Receiving Party willfirst give written notice of such requirement to the Disclosing Party,
and willpermit the Disclosing Party to intervene in any relevant proceedings to protect its
interests in the Confidential Information,and provide full cooperation and assistance to
the Disclosing Party in seeking to obtain such protection,at the Disclosing Party's sole
expense,“Confidential information"means the provisions of the Agreement (including,
but not limited to,the financial terms herein}and any information disclosed by a Party (the
"Disclosing Party")to the other Party (the “Receiving Party").information will not be
deemed Confidential Information hereunder if the Receiving Party can prove by
documentary evidence that such information:(a)was known to the Receiving Party prior
to receipt from the Disclosing Party directly or indirectly from a source other than one
having an obligation of con?dentiality to the Disclosing Party;(b)becomes known
(independently of disclosure by the Disclosing Party)to the Receiving Party directly or
11
3217356]
indirectly from a source other than one having an "obligation of confidentiality to the
Disclosing Party;(c)becomes publicly known or otherwise ceases to be secret or
con?dential,except through a breach of this Agreement by the Receiving Party;or (cl)is
independently developed by the Receiving Party without the use of any Confidential
Information of the Disclosing Party.
b.HIPAA Compliance.The parties agree to comply with the Business
Associate Addendum,attached hereto and incorporated by reference herein as
Attachment 1,documenting the assurances and other requirements respecting the use
and disclosure of Protected Health information.It is Clients responsibility to ensure that
it obtains all appropriate and necessary authorizations and consents to use or disclose
any individually identifiable health information in compliance with all federal and state
privacy laws,rules and regulations,including but not limited to the Health insurance
Portability and Accountability Act.In the event that this Agreement is,or activities
permitted or required by this Agreement are,inconsistent with or do not satisfy the
requirements of any applicable privacy or security law,rule or regulation,the parties shall
take any reasonably necessary action to remedy such inconsistency.
TLDISCLAIMERS,LIMITATIONSOF LIABILITYAND DISPUTE RESOLUTION
a.Each Party acknowledges that the liability limitations and warranty
disclaimers in the Agreement are independent of any remedies hereunder and shall apply
regardless ofwhether any remedy falls of its essential purpose.Clientacknowledges that
the limitations of liability set forth in this Agreement are integral to the amount of
consideration offered and charged in connection with the Services and that,were
EMSINICto assume any further liability other than as provided in the Agreement,such
consideration would of necessity be set substantially higher.
b.EMSIMCand Client acknowledge and agree that despite their best efforts,
billing errors may occur from time to time.Each party willpromptly notify the other party
of the discovery ofa billing error.ElviSllvlC'ssole obligation in the event of a billing error
will be to correct the error by making appropriate changes to the information in its system,
posting a refund itappropnate,and re-billing the underlying claim it pennissible.
C.EXCEPT FOR ANY EXPRESS WARRANTY PROVIDED HEREIN OR IN
THE APPLICABLE EXHIBIT,THE SERVICES ARE PROVIDED ON AN "AS IS,"“AS
AVAILABLE”BASIS.CLIENTAGREES THAT USE OF THE SERVICES IS AT CLIENTS
SOLE RISK;AND,TO THE MAXIMUMEXTENT PERMITTED BY LAW,EMSIIVIC
EXPRESSLY DISCLAIMS ANY AND ALL OTHER EXPRESS OR IMPLIED
WARRANTIES WITH RESPECT TO THE SERVICES INCLUDING,BUT NOT LIMETED
TO,WARRANTIES OF MERCHANTABILITY,FITNESS FOR A PARTICULAR
12
324735151
PURPOSE,TITLE,NON—lNFR|NGEMENT OR WARRANTIESALLEGED TO ARISE AS
A RESULT OF CUSTOMANDUSAGE.
d.A "Claim"is defined as any claim or other matter in dispute between
EMS]MCand Client that arises from or relates in any way to this Agreement or to the
Services,hardware,software,or data provided by EMSIMChereunder,regardless of
whether such claim ‘or matter is denominated as a contract claim,tort claim,warranty
claim,indemnity claim,statutory claim,arbitrationdemand,or otherwise.
e.To the fullest extent allowed by law,the total liabilityof EMS|MC to Client
regarding any and all Claims shall be capped at,and shall in no event exceed,the amount
paid by the applicable insurance policy for the event giving rise to the Claim.Allamounts
that may be potentially awarded against EMSIMCin connection with a Claim are included
in and subject to the LiabilityCap,and shalt not cause the LiabilityCap to be exceeded,
including,without limitation,all direct compensatory damages,interest,costs,expenses,
and attorneys’fees.Provided,however,that nothing in the foregoing shall be construed
as an admission of liability by EMSIMCin any amount or as a waiver or compromise of
any other defense that may be available to EMSWICregarding any Claim.
f.EMSIMCshall maintain,at its expense,at minimum,the following
insurance coverage during the term of this Agreement:(i)Comprehensive General
Liabilityto include premises and operations,contractual liability,independent contractors
liability,and broad form property liabilitycoverage.(ii)EMS|lViCshall maintain errors and
omissions insurance coverage in an amount not less than $3,000,000.(iii)The Client,its
officers,and employees are to be covered by Eh/lS[MC'sinsurance policies as additional
insured’:-3with respect to:liability arising out of activities performed by or on behalf of
EMS|MC,premises owned,occupied or used by ElVlS|iviC;automobiles owned,leases,
hired or borrowed by EMSIMC.The coverage shall contain no special limitationson the
scope of protections afforded Client,its officers,officials,or employees.
g,To the futlest extent allowed by law,and notwithstanding any statute of
limitations,statute of repose,or other legal time limitto the contrary,no Claim shall be
brought by Client against EMSlMCafter (the "Claim Time Limit")the time period for
bringing an action under any applicable state or federal statute of limitations.Any Claim
not brought within the Claim Time Limitis waived.Client agrees that any Claim Client
may have against EMS|MC,including EMSll\iiC'spast or present employees or agents,
shall be brought individually and Client shall notjoin such Claim with claims of any other
person or entity or bring,join or participate in a class action against EMSIMC.
13
32473551
h.TO THE FULLEST EXTENT ALLOWED BY LAW,EMSIMCAND
CLIENT WAIVE CLAIMS AGAINST EACH OTHER FOR
CONSEQUENTIAL,INDIRECT,INCIDENTAL,SPECIAL,PUNITIVE,
EXEMPLARY,AND TREBLE DAMAGES,AND FOR ANY OTHER
DAMAGES IN EXCESS OF DIRECT,COMPENSATORYDAMAGES
INCLUDING,BUT NOT LIMITEDTO,LOSS OF PROFITS,LOSS OF
DATA,OR LOSS OF BUSINESS,REGARDLESS OF WHETHER
SUCH CLAIM OR MATTER IS DENOMINATEDAS A CONTRACT
CLAIM,TORT CLAIM,WARRANTYCLAIM,INDEMNITYCLAIM,
STATUTORY CLAIM,ARBITRATIONDEMAND,OR OTHERWISE,
EVEN IF A PARTY HAS BEEN APPRISED OF THE POSSIBILITYOR
LIKELIHOOD OF SUCH DAMAGES OCCURRING (the “Non—Direct
Damages Waiver").
i.Subject to the Liability Cap,the Claim Time Limit and the Non—Direct
Damages Waiver,Ell/ISIMCagrees to indemnify,hold harmless,and defend Client,with
reasonably acceptable counsel,from and against any ?nes,penalties,damages,and
judgments that Client becomes legally obligated to pay to a third party proximately caused
by EMSIII/lC'sgross negligence or willful misconduct.Provided,however,that this
indemnity is subject to the following further conditions and limitations:(i)Client must
provide prompt written notice to EMSIMCof the matter for which indemnity is or may be
sought,within such time that no right of EMSIMCis prejudiced,and in no event no later
than thirty (30)days after Client first becomes aware of the facts that give rise or may
give rise to a right of indemnity;(ii)Client must allow EMSIMCthe oppoitunity to direct
and control the defense and handling of the matter for which indemnity is or may be
sought;(iii)Client must not agree to any settlement or other voluntary resoiution of a
matter for which indemnity is or may be sought without EIviS|MC‘sexpress consent which
shall not be unreasonably withheld;and (iv)Client shall not seek or be entitled to
indemnify for amounts that Client reimburses or refunds to Medicaid,Medicare,any
governmental entity,any insurer,or any other payer as a result of medical services or
medical transportation services forwhich Client should not have received payment in the
first place under applicable rules,regulations,standards and policies.Client waives all
rights of indemnity against EMSIMCnot In accordance with this subsection.
'14
amass:
12.GENERAL.
a.Status of Parties.Nothing contained in this Agreement shall be construed
as establishing a partnership or joint venture relationship between EMS|MC and Client,
or as establishing an agency relationship beyond EMSiMC’sservice as a biiling and
collection agent of Client under the express temis of this Agreement.EMS|MC and its
employees and representatives shall have no legal authority to bind Client.
b.Assignment.Neitherthis Agreement nor any rights or obligations hereunder
shall be assigned by either party without prior written consent of the other party,except
that this Agreement may be assigned without consent to the survivor in any merger or
other business combination including either party,or to the purchaser of alt or
substantially all of the assets of either party.
c.Binding Effect.This Agreement shall inure to the benefit of and be binding
upon the parties hereto and their respective successors,assigns (where permitted),and
transferees.
d.Notices.All notices required or permitted by this Agreement shall be in
writing and shaltbe deemed to have been given:(i)on the day received,it personally
delivered;(ii)on the day received if sent by a recognized overnight delivery service,
according to the couriers record of delivery;and (iii)on the 5th (fifth)calendar day after
the date mailed by certified or registered mail.Such notices shall beaddressed as
follows:
Client
City of Pearland,Texas
3523 Liberty Drive
Pearland,Texas 77581
EMSIMC:
EMS Management &Consultants,Inc.
Chief Executive Officer
2540 Empire Drive
Suite 100
Winston—Saiem,NC 27103
Either party may change its address for notices under this Agreement by giving
written notice of such change to the other party in accordance with the terms of this
section.
15
32473561
e.Governing Law.This Agreement and the rights and obligations of the
parties hereunder shall be construed in accordance with and governed by the laws of the
State of Texas,notwithstanding any conflicts of law rules to the contrary.
f.Integration of Terms.This instrument together with all attachments,exhibits
and scheduies constitutes the entire agreement between the parties.and supersedes all
prior negotiations,commitments,representations and undertakings of the parties with
respect to its subject matter.Without limiting the foregoing.this Agreement supersedes
and takes precedence over any inconsistent terms contained in any Request for Proposal
(“RFP”)from Client and any response to that RFP from EMSLMC.
g.Amendment and Waiver.This Agreement may be amended or modi?ed only
by an instrument signed by ail of the parties.A waiver of any provision of this Agreement
must be in writing,designated as such,and signed by the party against whom
enforcement of the waiver is sought.The waiver of a breach of any provision of this
Agreement shall not operate or be construed as a waiver of any subsequent or other
breach thereof.
it.Severability.if any provision of this Agreement shall not be valid for any
reason,such provision shall be entirely severable from,and shall have no effect upon,
the remainder of this Agreement.Any such invalid provision shalt be subject to partial
enforcement to the extent necessary to protect the interest of the parties hereto.
i.Force iviaieure.With the exception of CIieni’s payment obligation,a Party
wiil not be in breach or liable for any delay of its performance of this Agreement caused
by natural disasters or other unexpected or unusual circumstances reasonably beyond
its control.
j.Third Party Beneficiaries.There are no third-party beneficiaries to this
Agreement.
k.Counterparts.This Agreement may be executed in multiple counterparts
by a duly authorized representative of each party.
I.Survival.All terms which by their nature survive temiination shall survive
termination or expiration of the Agreement including,but not limitedto,Sections 3(c),3(f)
P (h).5(a),5(6).7,9-12.
16
32-173551
IN WITNESS WHEREOF,the undersigned have caused this Agreement to be duly
executed on the later of the dates set forth below.
EMSXMC:CLIENT:
EMS Management &Consultants,Inc.City of Pearland,Tax 3
/j
By:/
‘.
F'rintName:L(2g[€7I
Print Na e:P55‘-\"50V\
Title:&[€1fH’\0/’/WZMC((C¥¥?0?fTitle:Ci?f‘v‘u:LncLg€F
Date:1 Date:H'9\g"“/I
17
3247356 I
Exhibit A
Software
1.Software.Client wiiluse the following ePCR software:lmageTrend.
2.Software Fees.EMS|MC will pay the Software vendor for the full cost of the
Software pursuant to the agreement between EMS[MCand the Software Vendor.In turn,
EMSJMCwill invoice the Client $1,495.83 on their monthly invoice.|mageTrend will
perform price increases of the recurring fees.The ?rst price increase will occur with the
fees due for Year 2.These price increases willoccur once a year and may not exceed
3%of the price then currently in effect.EMS[MC shall stop paying any software costs
upon the expiration or termination of this Agreement.Client is responsible for ensuring
that it has a copy ‘of all data maintained in the Software prior to termination of this
Agreement or paying for continued use of and access to the data maintained in the
Software.
3.If required by the Vendor,Client will enter into an agreementwith the Vendor
for use of the Software and comply with all terms and conditions of such agreement.
4.Client agrees to provide EMS|MC with administrative access to the ePCR
system or similar access in order to run reports and review documents and attachments.
5.No EMSIMCWarranty.EMSIMCDOES NOT MAKE,AND HEREBY
DISCLAIMS,ANY AND ALL WARRANTIES,WHETHER ORAL OR WRITTEN,
EXPRESS OR IMPLIED,INCLUDING,WITHOUT LIMITATION,ANY IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE,REGARDINGTHE ePCR SOFTWARE.
6.Description of what is included in the subscription.
EMSIFire Web-based Products:
lmageTrend Elite EMS:
lmageTrenct Elite EMS Annual SaaS Fee
lmageTrend Elite EMS Annual Support
lmageTrencl Elite EMS Annual Hosting
EMS/Fire Mobile Products:
lmageTrend Elite Field:
lmageTrend Elite Field Site License
lmageirend Elite Field Site License Annual Support
1 8
32-97356]
32473561
EMSIFire Module:
lmageTrend Hospital Hub:
Hospital Hub ‘Annual Support and Hosting
tmageTrend Mapping and Reporting System (MARS):
MARS Annual SaaS Fee
Exportsllntegrationsz
Billing Integration:
Billing Integration Setup Fee
Billing Integration Annual Support
CAD Integration Annual Support and Hosting
7.Client agrees and has signed the attached lrnageTrend ePHl Data
Export Sign off for transmitting ePl-ll data to EMSIMC.
19
Exhibit B
Patient Demographics Provided by Client
1.Projected annual billable trip volume:4,708
2.Payer mix:
Medicare =48%
Medicaid =5%
Insurance =21%
Self-Pay =25%
3.Run mix:
ALS—E=69.2%
BLS—E=28.1%
ALS2 =2.7%
4.Loaded mileage:8
20
32.4’/356l
Attachment 1
Business Associate Addendum
This Business AssociateAddendum (the “Addendum")is made effective the 27th day of November 2017,
by and between City of Peal-lend,Texas,hereinafter referred to as “Covered Entity,”and EMS Management
&Consultants,Ine.,l1ereir1a:i’rerreferred to as “Business Associate”(individually,at “Party”and
collectively,the ‘‘Parties’’).
WITNESSETH:
WHEREAS,the Parties wish to enter into a Business AssociateAddendumto ensure compliance
with the Privacy and Security Rules of the Health Insurance Portability and AccountabilityAct of 1996
(“HIPAA Privacy and Security Rules”)(45 C.F.R.Parts 160 and 164);and
WHEREAS,the Health InformationTechnology for Economic and Clinical Health (“HITECH”)
Act of the AmericanRecovery and ReinvestmentAct of 2009,Pub.L.11 1-5,modi?ed the HIPAA Privacy
and Security Rules (hereinafter,ail references to the “HIPAA Privacy and Security Rules”include all
amendments theieto set forth in the HITECI-IAct and any accompanyingregulations);and
WHEREAS,the Parties have entered into a Billing Services Agreement (the “Agreement”)
whereby Business Associate will provide certain services to Covered Entity and,pursuant to such
Agreement,BusinessAssociate may be considereda “business associate"of Covered Entity as de?ned in
the HIPAA Privacy and Security Rules;and
WHEREAS,Business Associate may have access to Protected Health Information or Electronic
Protected Health Information(as de?ned below)in ful?lling its responsibilities under the Agreement;and
WPIBREAS,‘Covered Entity wishes to comply with the HIPAA Privacy and Security Rules,and
Business Associatewishesto honor its obligations as 21Business Associate in Covered Entity.
THEREFORE,in considerationof the Parties‘continuingobligations under the Agreement,and for other
good and valuableconsideration,the receipt and sufficiency of which is hereby acimowledged,the Parties
agree to the provisionsof this Addendum.
I.E INITIONS
Except as otherwise de?ned herein,any and all capitalized terms in this Addendum shall have the
de?nitions set forth in the HIPAA Privacy and Security Rules.In the event of an inconsistency betweenthe
provisions of this Addendumand mandatory provisions of the HIPAA Privacy and Security Rules,as
amended,the HIPAA Privacy and Security Rules in effect at the time shall control.Where provisions of
this Addendum are different than those mandated by the HIPAA Privacy and Security Rules,but are
noiiethelesspermittedby the HIPAA Privacy and Security Rules,the provisions of this Addendum shall
control.
The term “Breach”means the unauthorizedacquisition,access,use,or disclosure of protected health
informationwhichcompromises the security or privacy of suchinformation,except where an unauthorized
person to whom such informationis disclosed would not reasonably have been able to retain such
information.The term “Breach"does not include:(1)any unintentionalacquisition,access,or use of
protectedhealth information by any employeeor individual acting under the authority of a covered entity
2 1
32.173551
or business associate if (8)such acquisition,access,or use was made in good faith and within the course
and scope of the employment or other professional relationship of such employee or individual,
respectively,with the covered entity or businessassociate,and (12)such information is not further acquired,
accessed,used,or disclosed by any person;or (2)any inadvertent disclosure from an individual who is
otherwise authorized to access protected health infonnation at a facility operated by a covered entity or
business associate to another similarly situated individual at same facility;and (3)any such information
received as a result of such disclosure is not further acquired,accessed,used,or disclosed without
authorizationby any person.
The term “Electronic Health Record”means an electronic record of healthwrelated information on an
individual that is created,gathered,managed,and consulted by autllorlzedhealth care clinicians and stall“.
The tenn “HIPAA Privacy and Security Rules"refers to 45 C.F.R.Parts 160 and 164 as currently in effect
or hereafter amended.
The term “Protected Health Inforrnation”means individually identi?able health information as de?ned in
45 CPR §160.103,limited to the information Business Associate receives from,or creates,maintains,
transmits,or receives on behalf of,Covered Entity.
The term “Electronic Protected Ht:£l.l1:hInformation”means Protected Health Informationwhich is
transmitted by or maintained in Electronic Media (as now or herea?er de?ned in the HIPAA Privacy and
Security Rules).
The term “Secretary”means the Secretary of the Department of Health and Human Scwices.
The term “Unsecured Protected Health Information"means Protected Health Information that is not
rendered unusable,unreadable,or indeciphetable to unauthorized individuals tlnoug_h the use of a
technology or methodology speci?ed by the Secretary in guidance publishedin the Federal Register at 74
Fed.Reg.19006 on April 27,2009 and in annual guidance published tl1erea?‘er.
ll.PERMITTED USES AND DISCLOS ES BY BUSINESS ASSOCIATE
a.Business Associate may use or disclose Protected Health lnfoimation to perform functions,
activities,or services for,or on behalf of,Covered Entity as speci?ed in the Agreement or this Addendum,
provided that such use or disclosure would not violate the HIPAA Privacy and Security Rules if done by
Covered Entity,Until such time as the Secretary issues regulations pursuant to the HETECH Act specifying
what constitutes “minimum necessary”for purposes of the HIPAA Privacy and Security Rules,Business
Associate shall,to the extent practicable,disclose only Protected Health Information that is contained in 3
limited data set (us de?ned in Section l64.5l4(e)(2)ofthe HIPAA Privacy and Security Rules),unless the
person or entity to whom Business Associate is making the disclosure requires certain direct identifiers in
order to accomplishthe intended purpose of the disclosure,in which event Business Associate may disclose
only the minimum necessary amount of ProtectedHealth lnfonnution to accomplish the intended purpose
of the disclosure.
b.Business Associate may use Protected Health lrtfoimation in its possession for its proper
management and administration and to ful?ll any present or future legal respoiisibilities of Business
Associate,provided that such uses are permitted understate and federal confidentiality laws.
c.Business Associate may disclose Protected Health Information in its possession to third parties
for the purposes of its proper management‘and administration or to fulfill any present or future legal
responsibilities of Business Associate,provided that:
22
32473561
1.the disclosuresare required by law;or
2.Business Associate obtainsreasonable assurances from the third parties to whom the
Protected Health Information is disclosed that the information will remain con?dential and be used or
further disclosedonly as required by law or for the purposefor which it was disclosedto the third party,
and that such third parties will notify BusinessAssociateof any instances of whichthey are aware in which
the con?dentiality of the information has been breached,
d.Until such time as the Secretary issues regulationspursuant to the HITECH Act specifying What
constitutes “minimum necessary"for purposes of the HIPAA Privacy andSecurity Rules,Business
Associate shall,to the extent practicable,access,use,and request only ProtectedHealth Information that is
contained in a limited data set (as definedin Section 164.514{e)(2)of the HIPAA Privacy and Security
Rules),unless Business Associate requires certain direct ide11ti?er'sin order to accomplish the intended
purpose of the access,use,or request,in which event Business Associatemay access,use,or request only
the minimum necessary amount of ProtectedHealth Information to accomplishthe intended purpose of the
access,use,or request.Covered Entity shall determine what quantum of information constitutes the
"minimum necessary”runorrrrt for Business Associateto accomplish its intendedpurposes.
a.Business Associate may use Protected Health Information to de~identify such information in
accordancewith 45 C.F.R.§164.Sl4(b)for Business AssociaDe’sown businesspurposes or in connection
with the services providedpursuant to the Agreement or to provide Data Aggregationservices to Customer
as permitted by 45 C.F.R.l64.504(e)(2)(i)(b).Once the Protected Health Information has been de-
identifrcd or aggregated,it is no longer considered Protected Health Information governed by this
Addendum.
III.QELIGATIONSAND ACT!2][[Q OF BUSINESS ASSOCIATE
a.BusinessAssociateacknowledges and agrees that all Protected Health Information that is created
_
or received by Covered Entity and disclosed or made available in any form,including paper record,oral
communication,audiorecording,and electronic display by Covered Entity or its operating units to Business
Associate or is created or received by Business Associate on Covered Entity’s behalf shall be subject to this
Addendum.
1:.Business Associateagrees to not use or further discloseProtected Health Information other than
as permittedor required by the Agreement,this Addendum or as rcquired by law.
c.Business Associate agrees to use appropriatesafeguards to prevent use or disclosure oflhvotected
HealthInformation other than as providedfor by this Addendum,Speci?cally,Business Associate Will:
1.implement the administrative,physical,and technical safeguards set forth in Sections
164.308,164.310,and 164.312of the HIPAA Privacy and Security Rules that reasonablyand appropriately
protect the con?dentiality,integrity,and availability of any Protected Health Inforrnatiorr that it creates,
receives,mairrtains,or transmits on behalf of Covered Entity,and,in accordance with Section 164.316of
the HIPAA Privacy and Security Rules,irnplemerrtand maintain reasonable and appropriatepolicies and
proceduresto enable it to comply with the requirements outlined in Sections 164.308,164.310,and
164.312;and
2.report to Covered Entity any use or disclosure of Protected Health Infornration not
provided for by this Addendum of which Business Associate becorrresaware.Business Associate shall
report to Covered Entity any Security Incident of which it becomes swore.Notice is deemed to have been
23
32473551
given for unsuccessful Security Incidents,such as (i)“pings”on an information system ?rewall;(ii)port
scans;(iii)attempts to log on to an information system or enter a database with an invalid password or user
name;(iv)denial-of-service attacks that do not result in a server being taken offline;or (V)malware (e.g.,
a worms or a virus)that does not result in unauthorizedaccess,use,disclosure,modi?cation or destruction
of Protected Health Information.
d.Business Associate agrees to ensure that any agent,including a subcontractor,to whom it
provides Protected Health Informationreceived from,or created or received by Business Associate on
behalf of Covered Entity,agrees to the same restrictions and conditionsthat applythrough this Addendum
to Business Associate with respect to such information.
e.Business Associate agrees to comply with any requests for restrictionson certain disclosuresof
Protected Health Information to which Covered Entity has agreed in accordance with Section 164.522 of
the HIPAA Privacy and Security Rules and of which Business Associate has been noti?ed by Covered
Entity.In addition,and notwithstandingthe provisions of Section 164.522 (a)(l)(ii),Business Associate
agrees to comply with an indivictual’srequest to restrict disclosure of Protected Health Information to a
health plan for purposes of carrying out payment or health care operations if the Protected Health
Information pertains solely to a health care item or service for which Covered Entity has been paid by in
full by the irrdividualor the indit/icluel’srepresentative.
f.At the request of the CoveredEntity and in a reasonabletime and rnanner,not to extend ten (10)
business days,Business Associate agrees to make available Protected Health Irrforrnatiou required for
Covered Entity to respondto an individual’srequest for access to his or her Protected Health lnfonnation
in accordance with Section 164.524 of the HIPAA Privacy and Security Rules.If Business Associate
maintainsProtected Health Information electronically,it agrees to make such ProtectedHealth Information
available electronicallyto the applicable individualor to a person or entity speci?cally designated by such
individual,upon such individL!ol’srequest.
g.At the request of Covered Entity and in areasonable time and manner,Business Associateagrees
to make available Protected Health Information required for amendment by Covered Entity in eccordance
with the requirements of Section 164.526 of the HIPAA Privacy and Security Rules.
lm Business Associate agrees to document any disclosures of and make Protected Health
Information available for purposes of accounting of disclosures,as required by Section 164.528 of the
HIPAA Privacy and Security Rules.
i.Business Associate agrees that it will make its internal practices,books,and records relating to
the use and disclosure of Protected Health Information received from,or created or received by Business
Associate on behalf of,Covered Entity,available to the Secretary for the purpose of deterrniningCovered
i3.ntity’scompliance with the HIPAA Privacy and Security Rules,in a time and manner designated by the
Secretary,subject to attorney-client and other applicable privileges.
j.Business Associate agrees that,While present at any Covered Entity facility andfor when
accessing Covered Entity’s computer netwoI‘l<(s),it and all of its employees,agents,representatives and
subcontractors will at all times comply with any network access and other security practices,procedures
andfor policies established by Covered Entity including,without limitation,those established pursuant to
the HIPAA Privacy and Security Rules.
1:.Business Associate agrees that it will not directly or indirectly 1'eceivcreu1uner‘ati0nin exchange
for any Protected Health lrrfomratioir of an individualwithoutthe written zruthorizationof the individual or
the individual’s representative,except where the purpose of the exchange is:
24
3247355:
l .for publichealth activitiesas described in Section 164.5120»)of the Privacyand Security
Rules;
2.for research as describedin Sections 164.501and 164.5l?.(i)of the Privacy and Security
Rules,and the price charged reflectsthe costs of preparation and transmittalof the data for such purpose;
3.for treatment of the individual,subject to any further regulation promulgated by the
Secretary to prevent inappropriateaccess,use,or disclosureof Protected Health Information;
4.for the sale,transfer,merger,or consolidationof all or part of Business Associate and
due diligence related to that activity;
5.for an activity that BusinessAssociateundertakeson behalf of and at the speci?c request
of CoveredEntity;-
6.to provide an individualwith a copy of the individual’sProtected Health Information
pursuant to Section 164.524 of the Privacy and Security Rules;or
7.other exchanges that the Secretaiy determinesin regulations to be similarly necessary
and appropriateas those describedin this Section Ill.lc.
14Business Associate agrees that it will not directly or inclirectlyreceive remuneration for any
written cormnunicction that encourages an individualto purchase or use a product or service without first
obtaining the written authorizationof the individualor the individual’s representative,unless:
i.suchpayment is for a communicationregarding a drug or biologic currently prescribed
for the individual and is reasonablein amount (as de?ned by the Secretary);or
2.the communicationis made on behalfof Covered Entity and is consistentwith the terms
of this Addendum..-
111.Business Associate agrees that if it uses or discloses patients’Protected Health Inforxnutionfor
marketing purposes,it will obtain such patients’authorizationbefore making any such use or disclosure.
n.Business Associateagrees to irnplcment a reasonable system for discovery of breaches and
‘method of risk analysis of breaches to meet the requirements of HIPAA,The HITECH Act,and the HIPAA
Regulations,and shall be solely responsible for the methodology,policies,and procedures implemented by
Business Associate.
0.State Privacy Laws.Business Associate shall understandand comply with state privacy laws to
the extent that state privacy laws are not preempted by HIPAA or The HITECH Act.
25
32473551
IV.BUSINESS ASSOCIATES MITIGATION AND BREACH NOTIFICATION
OBLIGATIONS
a.Business Associate agrees to mitigate,to the extent practicable,any harmful effect that is known
to Business Associate of a use or disclosure of Protected Health Information by Business Associate in
violation of the requirements of this Addendum.
b.Following the discovery of a Breach of Unsecured Protected Health Infomiation,Business
Associateshall notify Covered Entity of such Breech without rm:-easonabledelay and in no case later than
forty-five (45)calendar days after discoveiy of the Breach.A Breach shall be treated as discovered by
Business Associate as of the first day on which such Breach is known to Business Associateor,through the
exercise of reasonable diligence,would have been known to Business Associate.
c.Notwithstanding the provisionsof Section IV.i3.,above,if a law enforcement official states to
Business Associate that noti?cation of n Breach would impede a criminal investigation or cause damage to
national security,then:
I.if the stsiteinent is in writing and speci?es the time for which a delay is required,Business
Associate shall delay such noti?cation for the time period speci?ed by the official;or
2.if the statement is made orally,Business Associate shall document the statement,
including the identity of the official making it,and delay such notification for no longer than thirty (30)
days from the date of the oral statement unless the official submits a written statement during that time.
Following the period of time speci?ed by the of?cial,Business Associate shall promptly deliver a copy of
the official’s statement to Covered Entity.
cl.The Breach noti?cation provided shall include,to the extent possible:
1.the identification of each individual WhoseU'I1SaC1l!'eClProtected Health Infotmntion has
been,or is reasonably believed by Business Associate to have been,accessed,acquired,used,or disclosed
during the Breach;
2.a brief description of what happened,includingthe date of the Breach and the date of _
discovery of the Breach,if known;
3.a description nfthe types of Unsecured Protected Health Information that were involved
in the Breach,if known (such as whether full name,social security number,date of birth,home
address,account.number,diagnosis,disability code,or other types of Lnfoimstionwere involved);
4.any steps individuals should take to protect themselves from potential harm resulting
from the Breach;and
5,a brief description of what Business Associate is doing to investigate the Breach,to
mitigate ham:to individuals,and to protect against any ?li‘ihB1‘BI‘8&ChCS.
e.Business Associate shall provide the information speci?ed in Section EV.d.,above,to Covered
Entity at the time of the Breach notification if possible or promptly ti_iei‘ea?ei‘as infomiation becomes
available.Business Associate shall not delay noti?cation to Covered E,ntit:ythat a Breach has occurred in
order to collect the infortnstion dwcribed in Section IVid.and shot]provide such intlntnationto Covered
26
324735-61
Entity even if the information becomes available a?er the forty-?ve (45)—dayperiod provided for initial
Breach noti?cation.
V.OBLIGAIIONSQE COVERED ENTITY
:3.Upon request of Business Associate,Covered Entity shall provide BusinessAssociate with the
notice ofprivacy practices that Covered Entityproduces in accordancewith Section 164.520of the HIPAA
Privacy and Security Rules.
in.Covered Entity shall provide Business Associate with any changes in,or revocation of,
permissionby an individualto use or discloseProtected Health Inforrnzdion,if such changes affect Business
Associate’spermittedor requireduses and disclosures.
c.Covered Entity shall notify BusinessAssociate of any restriction to the use or disclosure of
ProtectedHealth Information to which Covered Entity has agreed in accordance withSection 164.522 of
the HTPAA Privacy and Security Rules,and Covered Entityshall inform Business Associate of the
terminationof any such restriction,and the effect that such tennination shall have,if any,upon Business
Associaie’s use and disclosureof such ProtectedHealth information.
VI.TERM AND ERMTNATION
a.Tenn.The Term of this Addendumshall be effective as of the date first written above,and shall
terminate upon the later of the following events:(i)in accondance with Section Vll.c.,when all of the
Protected Health Information)provided by Covered Entity to Business Associate or created or received by
Business Associateon behalf of Covered Entity is destroyed or returnedto Covered Entity or,if such return
or destmction is infeasible,when protectionsare extended to such information;or (ii)upon the expiration
or termination of the Agreement.
b.Tamtination for Cause.Upon Covered Entity’s knowledge of a.material breach of this
Addendum by Business Associate and Business Associate’s failure to cure such breach within thirty (30)
days of receiving noticeof same from Covered Entity,Covered Entity shall have the right to terminate this
Addendum and the Agreement.
0.Effect of Termination.
1.Except as provided in paragraph 2.of this subsection,upon termination of this
Addendum,the Agreement or upon request of CoveredEntity,whichever occurs first,Business Associate
shall return or destroy all ProtectedHealth infonnation received from Covered Entity,or created or received
by Business Associate on behalf of Covered Entity.This provision shall apply to Protected Health
Infcimetion that is in the possession of subcontractorsor agents of Business Associate.Neither Business
Associate nor its Subcontractorsor agents shall retain copies of the ProtectedHealth information.
2,In the event that Business Associate determines that returning or destroyingthe Protected
Health Information is infeasible,Business Associate shall provide to Covered Entity noti?cation of the
conditionsthat make return or destructioninfeasibleand shall extend the protections of this Addendumto
such Protected Health Iirformaiion and limit further uses and disclosures of such Protected Health
Information to those purposes that make the return or destruction infeasible,for so long as Business
Associate maintainssuch Protected Health Information.
27
32473551
VII.MISCELLANEOUS
a.No Rights in Third Parties.Except as expressly stated lierein,the Parties to this Addendumdo
not intend to create any rights in any third parties.
b.Survival.The obligationsof Business Associate under Section VlI(c)of this Addendum shall
survive the expiration,termination,or cancellationof this Addendum,the Agreernent,andlor the business
relationship of the parties,and shall continueto bind BusinessAssociate,its agents,employees,conhiactors,
successors,and assigns as set forth herein..
e,Amendment.This Addendum may be amended or modi?ed only in a writing signed by the
Parties,The Parties agree that they will negotiate amendmentsto this Addendumto conform to any changes
in the HIPAA Privacy and Security Rules as are necessary for Covered Entity to comply with the current
requirements of the HIPAA Privacy and Security Rules.In addition,in the event that either Party believes
in good faith that any provision of this Addendumfails to comply with the thetbcurrent requirementsof the
HIPAA Privacy end Security Rules or any other applicablelegislation,then such Party shall notify the other
Party of its belief in writing,For a periodof up to thirty (30)days,the Parties shall address in good faith
such concern and amend the terms of this Addendum,if necessary to bring it into compliance.If,a?er such
thirty (3 coeayperiod,the Addendum fails to comply with the HIPAA Privacy and Security Rules or any
other applicable legislation,then either Party has the right to terminate this Addendumand the Agreement
upon written notice to the other party.
d.Independent Contractor.None of the provisions of this Addendum are intended to create,nor
will they be deemed to create,any relationship between the Parties other than that of independent patties
contracting with each other solely for the purposes of effecting the provisions of this Addendum and any
other agreements between the Parties evidencingtheir business relationship.
a.In(erp1'etai:ion.Any ambiguity in this Addendum shall be resolved in favor of a meaning that
permits Covered Entity to comply with the HJPAA Privacy and Security Rules,
f.Certain Provisions Not Effective in Certain Circumstances.The provisions of this Addendum
relating to the HEPAASecurity Rule shall not apply to Business Associate if Business Associate does not
receive any Electronic ProtectedHealth Information from or on behalf of Covered Entity.
g.Ownership of Information.Covered Entity holds all right,title,and interest in and to the PI-ll
and Business Associate does not hold and Will not acquire by virtue of this Addendum or by virtue of
providinggoods or services to Oovered Entity,any right,title,or interest in or to the PHI or any portion
thereof.
11.Entire Agreement.This Addendumis ll'lCO1‘p01‘E1iBClinto,modi?es and amends the Agreement,
inclusive of all other prior amendments or modi?cations to such Agreement.The terms and provisionsof
this Addendum shall control to the extent they are contrary,contradictory or inconsistent with the terms of
the Agreement.Otherwise,the terms and provisions of the Agreement shall remain in full force and effect
and apply to this Addendum.
28
32473561
IN WITNESS WHEREOF,the Parties have executed this Addendumas of the day and year written above.
Business Associate:Covered Entity-
EMS ManagementC0113 nts,Inc.City Dfl’la ,
By:By:"“"'/IL
Tit1e:d 1DCi'?4>)*/I/1alI4C'I’@F[d}”'riae:U
I
M69“5*-‘.71Cr
Date:Date:l1'¢315"m
29
32473551
City of Pearland
3519 Liberty Drive
Pearland,Texas 77581
Tel:281.652.1600
pear|andtx.gov
December 1,2021
EMS Management &Consultants
Attn:Kim Stanley
PO Box 863
Lewisville,NC 27023
Dear Ms.Stanley:
Please be advised that the City of Pearland proposes to exercise the second of two renewal
options on the current contract for EMS BillingServices,per the specifications of City of Pearland
bid 0817-56.The terms and conditions set forth in bid specifications allow for two (2)one—year
renewal periods,if both parties are in agreement with renewing.
The renewal option will begin on January 1,2022 and expire December 31,2022.if you ?nd the
stated terms satisfactory,please sign and date this letter and return a scanned copy via email to
eweak|ey@pear|andtx.gov.
Please note that upon your signature and acceptance,this renewal will be subject to City
Council approval —subsequent to Council approval,the Purchasing Division will issue a formal
contract renewal advising you of the renewal status.
If you need any further information,please contact me at (281)997-5848.
Sincerely,
Erika Weakley
City of Pearland
EBusinessAdministrator/,.,
ACCEPTED:’
4
?DATE:_;~’)//)7IE\_l\7|SMa?cfemeht&(’§6nsu|tants
Page 1