R2022-257 2022-11-21RESOLUTION NO. R2022-257
A Resolution of the City Council of the City of Pearland, Texas, authorizing
participation in an interlocal agreement with the City of DeSoto for the
purchase of EMS Billing Services from EMERGICON, LLC, in the estimated
amount of $130,000.00, for the period of January 1, 2023 through December
31, 2023.
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS:
Section 1. That the purchase of EMS Billing Services from EMERGICON, LLC, in the
amount of $130,000.00, is hereby approved.
Section 2. That the City Manager or his designee is hereby authorized to execute and
the City Secretary to attest a contract for the purchase of EMS Billing Services.
PASSED, APPROVED and ADOPTED this the 21st day of November, A.D., 2022.
________________________________
J.KEVIN COLE
MAYOR
ATTEST:
________________________________
FRANCES AGUILAR, TRMC, MMC
CITY SECRETARY
APPROVED AS TO FORM:
________________________________
DARRIN M. COKER
CITY ATTORNEY
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Neither Pearland nor DeSotp shall assume any responsibility or liability to pay for materials purchased or services performed for the benefit of the other entity. In obtaining the services of Contractor through Pearland, DeSoto has relied solely on its own inspections, investigations and due diligence regarding the services and DeSoto acknowledges that Pearland has tade no representations or warranties expressed orimplied with respect to the services Ito be rendered. III. Each party agrees to pay the supplier for all goods, equipment and products pursuant to this agreement. The successful bidder or bidders shall bill each respective party directly for all items purchased and bach party shall be responsible for vendor's compliance with all conditions of delivery and quality of the purchased items. IV. This Agreement shall be in lffect from and after the,5 November, 2022, the date of execution until terminated by eitfuer party to the agreement. CITY OF PEARLAND By:---------Trent Epperson, ATTEST: Frances Aguilar, City Secretary APPROVED AS TO FORM: Darrin Coker, City Attorney 2 CITY OF DESOTO ATTEST_;_ JJiw»J)vJYYl{}O_ Alicia Thomas, City Secretary APPROVED AS TO FORM: h}__f y/cf _)-�rJoseph Gor:fida, Jr., City Attorney (10-24-2022:TM 132034) DocuSign Envelope ID: C4B9BB6E-ECD9-4888-8827-EA02A4DF97AD
Deputy City Manager
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AGREEMENT FOR SPECIALIZED PROFESSIONAL AMBULANCE BILLING SERVICES
This Agreement is entered into this 28th day of November, 2022, by and between
Emergicon, LLC, a Texas limited liability corporation, and [City of Pearland], a Texas
municipality, ("Client").
RECITALS
WHEREAS, Texas Government Code, Chapter 791, authorizes the formulation of
interlocal agreements between and among local governments; and
WHEREAS, Emergicon has a contract with [City of DeSoto, TX] awarded under Request
for Proposals [RFP No. FDA-2001-RFP]
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 set 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, nor will Client bill for any transport without first giving
notice to Emergicon of its intent to do so. 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
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Documentation to Emergicon. For purposes of this Agreement, "Required Documentation" shall
consist of prehospital patient care reports (PCRs) (also referred to as "trip sheets" or "run reports"),
medical necessity certification statements (PCSs or CMNs) (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.
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
f. Perform follow-up for a commercially reasonable period of time following
the initial billing date on all open accounts. After this follow-up period, Emergicon will either
return the accounts to Client or forward the accounts to a collection agency of Client's choosing.
Client and/or its designated collection agency shall bear all costs and liabilities of collections
activities and collection agency charges.
g. Provide monthly reports to Client, which include, at a minimum, cash
received, accounts receivable and balance summary. Emergicon shall furnish those reports to
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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.
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.
i. 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 be the responsibility of Client, unless
offset by a fee to the patient.
j. 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 not be responsible to:
a. Initiate or pursue litigation for the collection of past due accounts.
b. Invoice for Client's non -ambulance medical transportation services,
including but not limited to mobile integrated 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;
f. Obtain any prior authorizations on behalf of Client or obtain a Physician
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Certification Statement or other Certificate of Medical Necessity on behalf of Client.
4. ResponsibiIities 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, Address, and contact phone
number, Date of Birth, Date of Service, Patient Medical Condition, basis for ALS dispatch, 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.
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 able to verify the accuracy or completeness of the Required Documentation
provided by Client. By forwarding any such documentation to Emergicon, Client expressly
represents and warrants that any such documentation is complete and accurate, and that Emergicon
may rely upon the completeness and accuracy of any such documentation in 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, and, notwithstanding any other term or provision of this Agreement, Client will, to the
extent allowed by law, reimburse Emergicon, for any losses arising from billing or claim
submission decisions made by Emergicon based on documentation submitted to Emergicon by
Client if such documentation is later determined to be incomplete or inaccurate.
b. Maintain its qualifications to provide ambulance services, including any
required local, state and/or federal licenses, permits, certificates or enrollments (collectively,
"Licenses"), and to remain in good standing with Medicare, Medicaid and all other state and
federal health care programs. 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 NPI. Client expressly represents
and warrants that it will not forward accounts for processing by Emergicon if the account is
ineligible for payment or reimbursement, or 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 will promptly notify Emergicon of any suspension or
revocation of any required license, permit, certification or enrollment, or exclusion from any state
or federal health care program or any change in ownership or management of Client. Failure of
Client to give the notice required by this section may result in Client having to refund paid claims;
Client agrees and understands that any such refund will be the sole responsibility of Client and that
any fee due from Client to Emergicon for the billing of such claims will remain due and payable
to Emergicon regardless of Client's repayment obligation.
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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 C.F.R. § 424.36 on each call and forward to Emergicon as part of the
Required Documentation.
f. 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, Client agrees to reimburse Emergicon, to the extent allowed by law, for any losses
arising from Client's membership or subscription program 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 or CMN form on all trips where required
by law and provide copies of all PCS or CMN 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 after the Client
approval date of said changes.
k. Report all payments made directly to Client within twenty-four (24) hours
of Client's receipt of same, excluding Saturday, Sunday, and official government holidays.
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
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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 or position, or official designee, authorized to
represent the business interests 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 deems such training to be necessary and/or desirable at a cost to be mutually
agreed upon by the parties and paid by Client.
p. Provide electronic transfer of PCR data in an acceptable NEMSIS format to
Emergicon. Client agrees to bear all cost of the development and implementation of the electronic
software "bridge" as mutually agreed upon by the parties and in conjunction with Emergicon
information technology personnel, representatives, or contractors.
q. To the extent allowed by law, Client will defend and hold harmless
Emergicon and each of its officers, directors, employees, attorneys, and agents, to the extent
allowed by applicable law, from and against any and all costs, claims, losses, damages, liabilities,
expenses, judgments, penalties, fines and causes of action which arise or result from:
Any negligent acts or omissions resulting in claims or liabilities due to
an incurable breach or violation of covenant, obligation, or agreement of
Client set forth in this agreement and any incurable breach or inaccuracy
of any of the representations or warranties made by Client in this
agreement or in performing its responsibilities under this agreement.
ii. Both parties agree that defense of breach or violation of the agreement
by Client under this Section 4(q) does not constitute the Client's
incurrence of a debt in violation of Article XI Section 7 A. of the Texas
Constitution and defined by the Supreme Court in Tex. & New Orleans
R.R. Co. v. Galveston County, 169 S.W.2d 713, 715 (Tex. 1943).
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.
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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 may forward such requests to
Client for disposition. Emergicon may set a reasonable fee for such service and collect said fee
for the services set forth in this paragraph. Any such fee will be the obligation of the patient or
the party requesting on their behalf, and Client will not be responsible for any failure of a patient
or party to pay said fee.
c. During the term of this Agreement, Emergicon shall, upon Client's written
request, provide to Client, in electronic format and within 14 days of receipt of such written
request, copies of any Client -Provided Records furnished to Emergicon by Client, and to any
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.
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.
f. 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, as per Paragraph
5(e) hereof, 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 acceptable to Emergicon
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 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.
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g. Upon termination of this Agreement, Client is responsible to notify all
payers, patients, and other correspondents of its new address, phone and/or fax numbers for billing
or payment purposes. Notwithstanding any other provisions of this Agreement to the contrary,
Emergicon will not be responsible for mail, deliveries, faxes, messages or other communications
sent in Client's name to Emergicon after a 90-day close-out period following 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 and close-out 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 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 successive like terms unless terminated hereunder.
b. This Agreement may be terminated with or without cause, by either party,
upon written notice to the other party with thirty (30) days' notice and a 90-day close-out period
to follow.
c. This Agreement may be terminated by Emergicon immediately upon
written notice to Client for any of the following reasons:
i. If Client makes an assignment indicating Client financial insecurity 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 receiver ur 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.
ii. If Client loses its license, permit or certification necessary to do
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business, or is excluded from any state or federal health care program.
iii. If Client fails to perform any of its responsibilities as set forth in this
Agreement, fails to pay Emergicon for its Specialized Professional
Services within thirty (30) days of the date such payment becomes due,
takes any actions which Emergicon, in its sole discretion, determines to
be unethical, illegal, immoral or non -compliant, or fails to cooperate
with Emergicon in any way that prevents, impedes, obstructs, or delays
Emergicon in the performance of the Specialized Professional Services
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. 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(a), 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 Emergicon invoices are due and payable by Client 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 ifthere 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.
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c. Client is solely responsible for repaying any overpayments or recoupments
sought or imposed by any insurer, carrier, payer or governmental agency or contractor, including
interest, civil monetary penalties, fines or other such assessments.
d. Client understands and acknowledges that Emergicon, as part of its
compliance program, may on occasion, and at its sole discretion, perform or contract for 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 Client. Client
authorizes Emergicon to endorse, deposit, and otherwise negotiate items as the client's
representative and forward monthly to Client or deposit 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 other state or federal debt collection laws.
by law.
c. Emergicon shall not accept a reassignment of any benefits where prohibited
10. Compensation.
a. In exchange for the Specialized Professional Services described in this
Agreement, Client shall pay Emergicon a fee equivalent to six percent (6.00%) of all revenues
collected by Emergicon on behalf of Client. Credit card payments accepted by Emergicon will
be charged an additional two percent (2.0%) unless it has been offset by a payer convenience fee.
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 or Client's own collection team, 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 lolal amount collected on the account.
d. If Client instructs Emergicon to pursue 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
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the total amount collected on the account from such initial day Emergicon initiates such efforts.
e. If Client instructs Emergicon to place accounts with a 3rd party
collection agency to continue 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 from such initial
day Emergicon initiates such efforts.
f 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 $500 for Medicaid, plus any fees assessed by the Centers for Medicare
& Medicaid Services.
g. If Client switches the bank account to which Emergicon has been instructed
to deposit collections, Client shall pay Emergicon a one-time fee of [$ 1 to be payable in
connection with the next subsequent invoice submitted by Emergicon.
h. Emergicon will retain any commissions owed net cash receipts collected for
a given month received directly by Emergicon. Any invoices submitted to Client by Emergicon
are subject to Net 30 terms from the date invoiced for any balance owed on accounts. Emergicon
reserves the right to add simple interest at an annual rate of 18%, compounded daily, on all where
Emergicon has not received payment within (30) days of the invoice date.
i. 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 not be credited or refunded to Client unless Emergicon bears
responsibility for the overpayment or credit balance.
j. Client agrees to reimburse $35 for any checks returned for insufficient funds
as a result of this Agreement.
k. Emergicon agrees to notify client sixty (60) days in advance of any price
increase.
11. Indemnification and Insurance.
a. In addition to any specific provisions set forth in this Agreement, to the
extent allowed by law, Client shall reimburse Emergicon and/or its employees, officers, directors
and agents for 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
including but not limited to incomplete or inaccurate patient care reports, improperly completed
PCS forms, or other documentation issues that make it impossible for Emergicon to properly code
and bill claims. 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
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DocuSign Envelope ID: 4DF243D7-CEEC-43D7-8981-8AC696144D6D
Agreement, to the extent allowed by law, 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 $4,000,000. Client will be named as an additional insured under the policy
and Emergicon shall provide proof of such coverage to Client upon reasonable 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 party, 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.
f. It is expressly agreed and understood by both parties that certain repayment
or refund demands may be made by insurance payers that are not the result of negligence on the
part of either party and therefore are not subject to indemnity as set forth in the 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 this situation, 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 or subpoena.
Emergicon acknowledges the Client requirements under the Public Information Act. 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.
13. Compliance.
a. Emergicon will conduct its activities and operations in compliance with all
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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. Client agrees to reimburse Emergicon, to the extent
allowed by law, for any and all claims, damages and losses caused by Client sending accounts to
Emergicon which are ineligible for billing and/or reimbursement for any reason.
c. Each party is responsible for monitoring 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 fifteen (15) days so the other party may appropriately address the matter.
d. The parties represent that they are not the subject of any actions or
investigations pertaining to its participation in or standing with any state or federal health care
program, are not subject to exclusion 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 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.
15. Non -Engagement of Individuals on the OIG Exclusion List. The parties further
warrant that each will take all reasonable steps as set forth by the Office of Inspector General,
United States Department of Health and Human Service, to ensure that it does not employ or
otherwise engage individuals who have been excluded from participation in federal health care
programs. The parties agree to periodically check the OIG 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.gov.
16. Independent Contractor Relationship. Emergicon and Client stand in an
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DocuSign Envelope ID: 4DF243D7-CEEC-43D7-8981-8AC696144D6D
independent contractor relationship to one another and shall not be considered as joint ventures 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 Emergicon to any entity for any debts, liabilities or
obligations incurred by or on behalf of the Client.
17. Prevention of Performance. If a party's obligation to perform any duty hereunder
is rendered impossible of performance due to any cause beyond such party's control, including,
without limitation, an act of God, war, civil disturbance, fire or casualty, labor dispute, hardware
or software failures beyond the party's control, or governmental rule, such party, for so long as
such condition exists, shall be excused from such performance, provided it promptly provides the
other party with written notice of its inability to 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.
18. Assignment. This Agreement may be assigned by Emergicon to any successors or
assigns of Emergicon with the express written consent of the Client. This Agreement may not be
assigned by Client without the express written consent of Emergicon. This Agreement shall be
binding upon all successors and assigns.
19. Notices. Notices required to be given under this Agreement shall be made to the
parties at the following addresses and shall be presumed to have been received by the other party
(i) three days after mailing by the party when notices are sent by First Class mail, postage prepaid;
(ii) upon transmission (if sent via facsimile with a confirmed transmission report); or (iii) upon
receipt (if sent by hand delivery or courier service).
Emergicon :
Emergicon, LLC.
PO Box 180446
Dallas, TX 75218
Phone : (972-602-2060)
Fax:(469) 602-5542
[client]:
City of Pearland
3519 Liberty Drive
Pearland, TX 77581
Phone : (281) 652-1600
20. Non -Competition and Non-Sollicitation Clause. Without prior, written
authorization from Emergicon, Client shall not:
a. During the term of this Agreement, or for two (2) years following its
expiration or termination for any reason, employ, retain as an independent contractor, or otherwise
in any way hire any personnel currently employed or employed at any time during the term of this
Agreement by Emergicon without compensation to Emergicon of a placement fee of two times the
annual salary paid by Emergicon to such employee at the time such employee left employment of
Emergicon.
b. During the term of this Agreement, or for a period of two (2) years following
its expiration or termination for any reason, engage in the provision of billing services for any
other ambulance service, medical transportation organization, fire department, or emergency
medical services organization without compensation to Emergicon equivalent to two times the
annual average of fees during the term of this agreement as paid to Emergicon for these services.
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DocuSign Envelope ID: 4DF243D7-CEEC-43D7-8981-8AC696144D6D
Nothing in this Paragraph shall be interpreted to prohibit Client from performing its own in-house
billing and/or accounts receivable management following the expiration or proper termination of
this Agreement.
21. 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
[Dallas County, Texas]. Client expressly agrees to personal jurisdiction and venue in any such
court.
22. 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.
23. 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.
24. 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.
25. Amendments. This Agreement may be amended only by the mutual written agreement of
the Parties.
26. 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.
27. 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.
28. 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.
29. Conflicts of Interests. Special Assessor represents that no official or employee of the City
has any direct or indirect pecuniary interest in this Agreement.
30. Force Majeure. The parties shall be excused for the period of any delay in or impossibility
of the performance of any obligations hereunder, when prevented from doing so by any cause or
causes beyond a party's control, which shall include without limitation: all labor disputes, civil
commotion, war, nuclear disturbances, hostilities, sabotage, terroristic acts, governmental
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regulations or controls, fire, accident or other casualty, interruption in the supply of any utilities
or fuel, inability to obtain any material or services, public health emergencies, or through acts of
God.
31. Regulatory Changes. 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 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.
32. Independent Contractor Relationship. The relationship of the parties is that of independent
contractors. Neither party shall be deemed to be the agent nor partner nor fiduciary of the other,
and neither is authorized to take any action binding upon the other.
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:
(a A ✓u v - 2.0Z Z
Signature Date
Christopher Turner
Print Name
Founder and CEO
Title
16
City of Pearland, Texas
By:
6ncuSipncd by:
i
FR76B 12DG740423...
Signature
Trent Epperson
11/29/2022 1 7:30 AM F
Date
Print Name
Deputy City Manager
Title
DocuSign Envelope ID: 8061 E637-A862-4C8F-B8FC-EB516CF6481 D
Business Associate Agreement
Between
City of Pearland, Texas
and Emergicon, LLC
This Business Associate Agreement ("Agreement") between Department 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 Department in compliance with the applicable
provisions of Public Law 104-191 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. jiatary 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 Business Associate
Emergicon, LLC, agrees that it will:
1. Not use or further disclose PHI other than as permitted or required by this
Agreement or as required by law.
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 Department 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 Department 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.
DocuSign Envelope ID: 8061 E637-A862-4C8F-B8FC-EB516CF6481 D
5. Make PHI in a designated record set available to Department and to an individual who has a right of
access in a manner that satisfies Department's obligations to provide access to PHI in accordance
with 45 CFR § 164.524 within 30 days of a request;
6. Make any amendment(s) to PHI in a designated record set as directed by Department, or take
other measures necessary to satisfy Department's obligations under 45 CFR §164.526;
7. Maintain and make available information required to provide an accounting of disclosures to
Department or an individual who has a right to an accounting within 60 days and as necessary to
satisfy Department's obligations under 45 CFR
§ 164.528;
8. To the extent that Emergicon, LLC is to carry out any of Department's obligations under the HIPAA
Privacy Rule, Emergicon, LLC shall comply with the requirements of the Privacy Rule that apply to
Department 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 Department, available to the Secretary
of the of Health and Human Services for purposes of determining Emergicon, LLC and Department's
compliance with HIPAA and the HITECH Act;
10. Restrict the use or disclosure of PHI if Department notifies Emergicon, LLC of any restriction
on the use or disclosure of PHI that Department has agreed to or is required to abide by under 45
CFR §164.522; and
11. If Department is subject to the Red Flags Rule (found at 16 CFR §681.1 et seq.), Emergicon,
LLC agrees to assist Department 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 Department'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 Department agrees to implement reasonable
policies and procedures designed to detect, prevent, and mitigate the risk of identity theft; and
(d) alerting Department 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 Department of any threat of identity theft as a result of the incident.
DocuSign Envelope ID: 8061 E637-A862-4C8F-B8FC-EB516CF6481 D
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 Department
include:
1. The preparation of invoices to patients, carriers, insurers and others responsible for payment or
reimbursement of the services provided by Department 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 Department 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 Department.
D. Termination
1. Department may terminate this Agreement if Department 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 if feasible.
3. Upon termination of this Agreement for any reason, Emergicon, LLC shall return to Department or
destroy all PHI received from Department, or created, maintained, or received by Emergicon,
LLC on behalf of Department 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 22 day orNovemf?S022
Emergicon, L.L.C. City of Pearland, Texas
Signature:
DocuSlgnedy:
Signature: ,'!, 3��
DocuSign Envelope ID: 8061 E637-A862-4C8F-B8FC-EB516CF6481 D
ADDENDUM C — FIRE/EMERGENCY RESPONSE BILLING
This Addendum C (this "Addendum") is entered into by and between Emergifire, LLC, a Texas
limited liability company ("Emergifire") and City of Pearland ("Client"), dated November 21, 2022 and
is subject to the terms and conditions of that certain Agreement for Specialized Professional
Ambulance Billing Services by and between Emergicon, LLC and Client, dated November 21, 2022
(the "Services Agreement").
RECITALS
WHEREAS, Emergicon, LLC is engaged in the business of providing fire response and
cost recovery services as detailed below through a contractor relationship with Emergifire;
WHEREAS, Emergifire is engaged in the business of providing third -party billing
and accounts receivable management specialized professional services related to motor
vehicle accidents and other emergency responses for emergency service organizations;
WHEREAS, CLIENT desires to utilize Emergifire for billing and claims management
services for its organization; and
WHEREAS, Emergifire is willing to provide such specialized professional services
upon the terms and conditions provided in this Addendum;
Specialized Professional Services. Emergifire agrees to perform the following duties
(collectively referred to as the "Services") on behalf of CLIENT as a normal course of business:
a. Promptly prepare and submit claims to the responsible party deemed
complete and eligible for submission by Emergifire in conformance with this Agreement.
b. Provide instructions for the submission of Required Documentation to
Emergifire.
c. Promptly post payments made on CLIENT's behalf.
d. Provide monthly reports to CLIENT, which include, at a minimum, cash
received and balance summary.
e. Will not begin litigation against a person, entity, or insurance carrier without prior
written approval by the CLIENT.
Specifically Excluded Duties of Emergifire. Notwithstanding any provisions of this
Agreement to the contrary, Emergifire shall not be responsible to:
a. Initiate or pursue litigation for the collection of past due accounts.
b. Provide legal advice or legal services to CLIENT or anyone acting on
CLIENT'S behalf.
DocuSign Envelope ID: 8061 E637-A862-4C8F-B8FC-EB516CF6481 D
Term and Termination.
This Addendum runs in concurrence to the Specialized Professional Ambulance Billing Services
Agreement.
Compensation.
a. In exchange for the Specialized Professional Services described in this
Agreement, CLIENT shall pay Emergifire a fee equivalent to eighteen percent (18%) of all
revenues collected by Emergifire on behalf of CLIENT. Credit card payments accepted by
Emergifire will be charged an additional three percent (3.0%).
b. Emergifire shall submit invoices to CLIENT on a periodic basis
established by Emergifire. Invoices are to be paid by CLIENT within thirty (30) days of the
invoice date. Emergifire reserves the right to add simple interest at an annual rate of 18%,
compounded daily, on all where Emergifire has not received payment within thirty (30) days of
the date of its invoice.
CLIENT agrees to reimburse Emergifire for any and all sales tax liabilities that may arise as a
result of this Agreement.
IN WITNESS WHEREOF, the undersigned have executed this Addendum as of the date written
below.
EMERGIFIRE, LLC.
By:
City of Pearland, Texas
By:
(—DJ)vcuSigned by:
�Ffl3C3�
Signature Signature
Christopher Turner, MHA
Trent Epperson
Print Name Print Name
Founder & CEO
Interim City Manager
Title Title
N„ ro Z 2 11 /22/2022 11:13 PM PST
Date Date