R2023-312 2023-12-18RESOLUTION NO. R2023-312
A Resolution of the City Council of the City of Pearland, Texas, renewing a
contract for the purchase of EMS Billing Services from EMERGICON, LLC, in
the estimated amount of $130,000.00, for the period of December 19, 2023
through December 18, 2024.
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS:
Section 1. That the renewal of a contract for 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 renewal contract for the purchase of EMS Billing Services.
PASSED, APPROVED and ADOPTED this the 18th day of December, A.D., 2023.
________________________________
J.KEVIN COLE
MAYOR
ATTEST:
________________________________
FRANCES AGUILAR, TRMC, MMC
CITY SECRETARY
APPROVED AS TO FORM:
________________________________
DARRIN M. COKER
CITY ATTORNEY
DocuSign Envelope ID: 17BC642A-7070-4646-8D8B-B9C5E63D13A3
Dooi,Si;n Fnvelope€D: L4bO3136L� LCD9-48B8-882TFAVA4FJF9-IAD
1NTERLOCAL AGREEMENT
BETWEEN THE CITY OF PEAPJ AND,TX AND
CITY OF DESOTO,TX
This Agreement made thisL57day ofNovember 2022,between the City of Pearland,
Texas, a home--rule municipal corporation located in B azoria County("Peaarland"), Texas
and City of Desoto, Texas a home-rule municipal corporation located in Dallas County,
Texas ("DESOTO").
Pursuant to the authority granted by the Texas f terlocal Cooperation Act (Tex
Gov't Code Ann.. §791,001, et seq.) providing for the cooperation between local
governmental bodies, and pursuant to Subchapter F entitled "Cooperative Purchasing
Program"containing Sections 271.101 acid 271.102 of the Texas Local Government Code,
the parties Hereto, in consideration of the premises and mutual promises contained herein
agree to as follows;
WHEREAS,the contract is made iivdor the authority of Section 791.001-791,029 of the
Texas Government Code; and,
WHEREAS, the parties, in performing governmental functions or in paying for the
performance of government functions hereunder shall -make that performance or those
payments from current revenues lejally available to that party;
WHEREAS, the governing bodies of each party mind that the subject of this contract is
necessary for the benefit of the public and that each party has the legal authority to perform
and to provide the governmental fusrction or service which is the subject matter of this
contract; furthermore,the governing bodies find that the performance of this contract is in
the common interest of both parties; and that the division of cost fairly compensates the
performing pasty for the service performed under this contract.
L
Each party hereby makes,constitutes and appoints the other party its true and lawful
purchasing agent for the purchase of various commodities using Annual Contracts (Bids).
Each party will maintain a listing of Annual Contracts which are available for the other
parfy's use. To utilize one or 'More of these contracts, each party must request
authorization, in writing, to the other party. Upon receipt of request, the receiving party
will forward a copy of the appropriate Annual Contract to the requesting entity. Each party
agrees that the bidding shall be conducted by the other party according to its usual bidding
procedures and in accordance with applicable State statues.
Zl.
Each party agrees that all specifications for selected items shall be as determined
by the other party.
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DOCUSign I-Mel0pe IR (4E39L3L36L-LC[)9-488f3-W327--LA02A4U1 9(AD
I
Neither Pearland nor DeSoto shall assume any MSI)Dnsibility 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 made uo representations or warranties expressed or
implied with respect to the servicesito 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 each party shall be responsible for vendor's compliance
with all conditions of delivery and quality of the purchased items.
N.
This Agreement shall be in effect from and after the 6November, 2022, the date
of execution until tcrininated by either parry to the agreement.
I
CITY OF PEARLAND CITY OF DES OTO
n umiswed by: t,4dou
EY= isAi:,a„ za 4� rityMarrager
Trent Epperson, Deputy City Manager 60
ATTEST: ATTEST:
❑ocu5igned by:
r fiE26F F0H1ar,City Secretary
APPROVED AS TO FORM: APPROVED AS TO FORM:
[)ocu5ig ned hy:
PAL Ik-71,1 I ��J C
Joseph Gorfida,Jr., City Attorney
(10-24-2022:TM 132034)
r
gs�ou��
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DoruSign Envel:ipE: 10.4r7F243r]7-CCEC-43n7-8981-8AC6961441}(1[)
AGREEMC'.NT FOR;SPF,C:IAI,IZEII I'RO ESSIO AL AMBULA YCE BILLING SERVICES
This Agreement is entered into this 28th day of November, 2022, by and between
Ern erg
n icon,LLC, a Texas limited liability corporation, and [city ofPearland], a'I'exas
intiicipality
RECITALS
WHEREAS, Texas Government Code, Chapter 791, authorizes the formulation of'
interlocal agreements between and among local governments; and
WI-1E,REAS. Emer,icon has a contract with [City of1)cSoto, TX awarded under Request
for Proposals [RFP No. FDA-2001-Rl,`P]
WHEREAS, Client provides einergency 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, Ernergicon is engaged in the business cif providing third-party billing and
accounts receivable rrianageinent 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, r;ruergicurr B 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, thu parties,
intending to be legally bound, agree as follows:
I. 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 appointrncnt is exclusive, and that Client wilt not enter
into any contract, agreement, arrangement: or understanding with any offer person or entity, the
purpose of which is to provide for the same or substantially similar specialized professional
services during the term of the Agreernerit,riot-will Client hill for any trarisport without first giving
notice to Einergicon of its intent to do so. For purposes of the appoiritrnent, 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_. Flinergicon agrees to perform the following;
duties (collectively I'eferred to as the "Services") on behalf of Client:
a. Provide Client with instructions for the submission of Required
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Dccu Sig r,1-1N11[()Wc ID:4 DF 748U7 CEE(: -431)7-B981-BAC 69G144DBI]
ix)cumentation to Fincrgicon. For purposes of this Agreement, "Required Documenia.tlon" shall
consist of pnehospital patient care rcports(PC:Rq)(also referred to as"trip sheets"ar"rrrri reports"),
medical necessity certification statements (PCSs or CMNs) (required for non-emergency
transports), patient authorization signatures (sometimes referred to as "assrgnlrient of benefits
forms" or "signature forins"), Advancu Beneficiary Notices of Non-coverage (ABNs) and other
documentation necessary for E.mcrgicon 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 rehnburserncnt and to verify
compliance under applicable laws, regulations, or payer rules, based upon Emergicon's
alnderstanding of saki 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
refinbursernent 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,
Etricrgicon will notify Client that additional information in ay be required to process the elaini,and
1:inergicon will return any or all of the Required Documcrrtation to Client that Emergicon
determines may be iricornpletc or inaccurate and ww>iII not be responsible to submit any claims with
in sit 0ciunt documentation. Eiergicon will matte 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 rnight not: be possible to obtain reimbursement in all cases. Lrnergicon 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 ending and prayer lased on the information provided
to Emergicon by Client.
d. Promptly post payments made on Client's behalf by patients, insurers and
othel's.
C. Unless otherwise directed by Client, rnalce reasonable efforts for the:
collcction of, co-payments, dccluctibles or other patient balances, to include the preparation of
invoices and a maximum of three contact attempts to patients, supplemental insurer's or other
Financially responsible parties at industry-appropriate intervals
f. Perform follow-up for a coinmercially reasonable period of time following
the initial billing date on all open accounts. After this follow-up period, Emergicon will either
rettirn the accounts to Client or torward the accounts to a collection agency of Client's choosing.
Client and/or its designated collection agency shall bear all costs anti liabilities of oolleclions
activities and collection agency charges.
€a. Provide monthly reports to Client, which include, at a min.imu n, cash
recoived, accounts receivable and balance summary. Erncr€;icon shall fr.u'nish those reports to
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Doru Sip n F rive lope ID:4DF243[]7-CEEC-43D'1 8981-8AC696144D6D
Client.
h. Client of any overpayments and/or credit balances of which
I'mergicon becomes aware that must be refunded by Client. Client bears sale responsibility for
the refund of any overpayments or credit balances to Medicare; Medicaid, patients, or other payers
or insurers, and agrecs to make such refunds when and within the time frames required by law,
Enrcrgicon may, at its option, assist Client in proccssing such refunds, but all rJunds are to be
made solely with Client's funds, and Hlnct'gicon has tro responsibility to snake such refunds uriless
and until Client transfers such funds to 1=,mergicon for this purpose. I`xnergicon shall not advance
Rinds on behalf oFC11ent 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('IienI desires that its patients be able to pay their accounts utilizing credit
cards, establish a credit card merchant accoi.rnt and related capabilities to permit Client's patients
to pay via any major credit card. I;Inergicon shall in its sale discretion determine which credit
cards it will accept. Any credit card proccssing foe shall be the responsibility or Client, unless
offset by a fee to the patient.
j. Assist Client in preparing, filing and updating the information can its
Medicare, Medicaid or other insurer provider enrollment forms, as well as responding to required
rcvandations of Client's provider enrollment status. Client bears the sole responsibility to ensure
that its Medicare. Medicaid or other insurer provider enrollrxient torms are submitted acid updated
in accordance with federal and state law, regulations and politics, and that they d❑ so in a timely
manner. I f Client's status as a Medicare or Medicaid provider has lapsed prior to the effective date
ofthis Agreement,Fmergicon shall re-enroll Client for an additional fee as described in paragraph
i U(e).
I. Sp�ci[ically 1sxclucicd Dulies of Et et-icon. Notwithstanding ally provisions of
this Agreement to the contrary, Ern erg icon shall not be responsible to:
a. Initiate or pursue litigation for the collection of past due aCCOUnt5.
b. Invoice for Client's nail-airrbulancc medical trarisportation 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.
Q. Negotiate airy checks trade payahle to Client, though Eniergicon may
receive funds as an agent of Client for transmittal to Client where permitted by Client;
d. Accept rcassignrncrit of any benefits payable to Client;
C. Provide legal advice or legal services to Client, any of Client's patients or
payers, or anyone acting on Client's behalf,
E Obtain any prior authorizations or behalf'of Client or obtain a Physician
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=DOCUSign Envelupe ID) DF-243D7-CF1-:G-43D1-E39Bl-8A(A96144D6D
Certi fi.cat ion Statement or other C;ertIfieate of.McdicaI Necessity on behalf of Client.
4. RCS11lnsibilitles of Client. Client Agrees to do the following, at its sole cast and
expense:
a. Provide Ernergicon 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 ofl3irth,Date of Service,Patient Medical Condition, basis for-ALS dispatch,reason
for Transport, Services Rendered (including assesslncrrts, interventions and other care), Origin and
Destination with accompanying Gip Code, Transport Destination with accompanying lip Code,
Odometer Reading/Loaded Mileage (to the Dearest tenth of a mile), and all relevant insurer or
payer infol-rnation, including identity of payer, group or plan numbcrs, patient's
Insurance/MedicarelMcdicaid NLIMher, and a]1 other relevant information and ensure that this data
and the inf'orniation contained oil the Required Documentation is complete and accurate.
Hmergicon rescrvcs the right to modify any Required DoCLllnentatlon 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 F-mergicon 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.
Ernergicon 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
represeIlts and warrants that ally such documentation is complete and accurate, and that Errlergicon
inay rely upon the completeness and accuracy of ally 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 aforemcritioned 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 Enlergicon, for any losses arising from billing or claim/
submission decisions made by )=murgicon based on documentation siibinitted to Ernergicon by
Client if such documentation is later determined to be incomplete or inaccurate.
b. Maintain its qualifications to provide ambulance services, including any
required Ideal, state and/or federal licenses, permits, ccrtiflcates or ellrollirrcrrts (collectively,
":f.1censes"), 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 Ernergicon. Client shall be responsible to maintain a National Provider Identifier
(Nl'T) number and to update the information associated with its NPI. Client expressly represents
and warrants that it will not forward accounts for processing by Ernergicon if the account is
ineligible for payment or reimbursement, or if Client is ineligible for payment by any payers or
illsilrerS as a result of Its IICcnsurc status, exclusion or other sanction with such payer or Insurer;
or other legal impediment, and that it will promptly notify 1s1nergicon 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 regiiii-ed by this section may result in Client having to refund paid claims;
Client agrees and understands that arly such refltld will be the sole responsibility of Client and that
any fee due from Client to Fnlergicon .for the billing oI such clairnS will remain due and payable
to Emergicon regardless of Client's repayment obligation.
�.i
Lkocri5igrn Fnvolopp. I[): 4[]f 743[)7-[:'r.F[:4,iL)7-6981-8ACG96144D6D
C. Provide Emergicon with a copy of all required licenses, perniits,
certificates and enrollments as referenced in ].'atagraph 4(b), and forward updates of these
documents to Emergicon as they are renewed.
d. Provide Emergicon with odorricter readings or other documentation of
inileage accepted by the payer on all calls reflecting loaded mileage (from the point of'patient
pickup to the destination)recorded in tentlts 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 arn1)uIancc signature
requirements set fortis at 42 C.F.R. § 424.36 on each call and fiirward to lsmcrgicon as part of the
Required Documentation.
f. In the event [lint Client operates a subscription, membership, or resident
write-off prograin, client represents and warrants that its program is actuarially sound ill
accordance with the guidance o f the Office of Inspector General (01G) and operated in accordance
with rmy applicable state laws, regulations or guidelines. Ernergicon will hill in accordance with
the terms of such program, provided that Client furnishes those terms to Emergicon in writing.
Client is responsible to inform Ernergicon of its patients who are members or subscribers of
Client's menabei-ship or subscription program. Notwithstanding any other provision of this
Agreement, Client agrees to reimburse l:inergicon, to the extent allowed by law, for any losses
arising from Chest's membership or subscription prograrn in the event that Uient's subscription
or membership program is not actuarially sound as set Birth in applicable 01.0 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 snail be responsible to provide Ernergicon with a copy of such agreement.Client
also agrees to submit a I'CR from tite other party to the joint billing agreerent along with the
Required Docurnentation.
h. Obtain a completed and valid PCs or CMN torn on all trips where required
by law and provide copies of all PCs or C M. N forms to Emergicon as part ❑f' the Required
Documentation.
i. Provide Emergicon with a copy of all Client rate schedules, contracts or
agreements winch pertain to Client's billing or charges for services.
j, Notify Finergicon of any or, all changes in billing charges for service or
changes in any of Client's billing politics or contracts not later than tcn (1 Q) days after the Client
approval elate of said changes.
lc, Report all payments made directly to Client within twenty-four (24) Hours
oFCIicnt's reccipt of same, excluding Saturday, Sunday, and official goverinnent holidays.
1, Cooperate reasonably with Fmergicon so as to enable Ernergicon to meet
its obligations under this ,Agreement. In the event that Client's approval is required in order for
Ernergicon to fulfill any obligations it may have under this Agrecinent, Client shall not
S
[)c cuSign Envelope 11):4D1 201)(-CEEC-43i)Y-8981-SACF39C.14417G1)
unreasonably withhold, condition or delay its approval.
rn. In writing, notify I-":nhergicon of any eustoinized needs (reporting,
scheduling,support for Texas Arribu Ian cc Supplernental Payment Program (TA SII11), etc.). Client
understands that the processing of Gtistomrced needs may entail additional charges to Client by
Emergicon.
n. Designate a contact person or position, or official designec, authorized to
represent the business interests on behalf of Client, who can promptly respond to any questions
raised by Emergicon, or who can exectite required forms and other documents necessary to the
provision of Services by Emergicon tinder this.Agrecnient.
o. Agree to permit limergicon to provide training to Client personnel in the
event that Emcrgicon deetrfs 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 I'CR data in an acceptable NEMSIS format to
Ernergicon. Client agrees to hear all cost of the development and implementation of the electronic
software "bridge" as mutually agreed upon by the patties and in conjunction with Ernergicon
intbr rnation technology personnel, representatives, or contractors.
q. Fa the extent allowed by law, Client will defend and hold harmless
I:rnergicnn 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, darnages, liabilities,
expenses,judgments, penalties, fines and causes of action which arise or result frorn:
i. Any negligent acts or ofnissions resulting in claims or liabilities due to
an incurable broach or violation of covenant, obligation, or agreement of
Client set forth in this a€;regiment and any incurable breach or inaccuracy
of any of the represcrttatioils 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. ofthc Texas
Constitution and defined by the Supreme Court in Tex. &Netiv Orleans
R.R. Co. v. Galves[on Counly, 169 5.W.2.d 713, 715 (Tex. 1943).
5. Record ONAfnership_and Access.
a. Client understands that all documentation provided to Trnergicon by Client,
whether in paper and/or electronic form, is for the sole and express purpose of permitting
Ernergicon to provide Specialized Professional Services under this 1Ageeement. It is Client's
responsibility to inaintain all of its documents and business records, including copies of any
d(jclinlent�; or records provided to Ernergicon ("Client--Provided Records"). Ernergicon does tic)[
act as Client's records custodian.
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DUCLISi}n Enve cpa IU 41A 24:iD7-C!:E=C-43h7-8981-8AC8961441'fiD
b. As a convenience to Client, Finergicon will, ditring the term of this
Agreement, produCC pat.icnt care reports in response to routine attorney requests (with appropriate
patient authorization) for such documentation, if those records are in Einergicon's possession at
the time it receives such attorney request. For subpoenas, as well as any requests beyond those
deemed by E'triergicon to be routine attorney requests, Emergicon may Forward such requests to
Client for disposition. Hiner€,icon may set a reasonable fee for such service and collect said fee
for the services set forth ill this paragraph. Any such fee will he the obligation of the patient or
the party requesting on their hchalf, and Client will not be responsible for any failure of a patient
or party to pay said fee.
C. During the term of this Agreemert, Driergicon 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 P"morgicon by Client, and to any
Claim Adjudication Documents generated by and received from insurers or payers in response to
claims submitted by}?inergicon on Client's behalf. "Claim Adjudication Documerts"'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 (EC1B) documents,
Remittance Advice (RA) documents, Medicare Summary Notice (MSN) documents, denials, and
other documents o:f'a similar type or nature.
d. Any documents, data, records, or infiar•mation compiled in the course of
Emergicon's provisiori 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 Ernergicon 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 Ernergicon to Client; and Ciicnt shall have a right of
access only to the Client-Provided Records and Claim Adjudication Documents as defined in
Paragraphs 7(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 ❑f 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.
E 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
he maintained in electronic format at a site convenient to Hmergicon 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 tcrMination 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 Clients sole cost and experise, in a format acceptable to Emergicon
at the Client's writta request providcd that Client makes such rcquest within thirty (30) days
following tcrmloation of the Agreement, and provided that Client has no outstanding invoices duc
to Ernergicon at the titre of the request. Finergicon shall have absolutely tic) responsibility
whatsoever after termination of this Agreement to provide any monthly reports or other such
F it crgicon-gericrated reports to Client,
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DocuS'p Envelo1)E'I1):1D 2431)7-CH--C:-43D7-8981-BAG696144D61)
g. Upon termination of this Agreement, Client is responsible to notify all
,payers, patients,and other corres pon d ctits of its new address, phone and/or fax numbers for billing
or payment purposes, Notwithstanding any other provisions of this Agreement to the contrary,
I;rrlergicon will not be responsible for mail, deliveries, faxes, messages or other communicaticros
sent in Client's narne to F?tnergicon after a 90-day close-or-it period following the effective
termination date of this Agreement, and Einergicon shall Have no duty to accept, maintain, copy,
deliver or forward any such communications to Client following termination and close-out of this
Agreerent.
h. Costs For copies of docurnents required and/or requested by Client beyond
the requirernerit of the normal daily Claim handling requirements will be invoiced to Client by
EMergicoti at a per copy price per the Texas Medical 13oard rules at the time ofthe requrs-t.
G. Client A.ccou lit inu_�titd Auditinu Re uirements,_ If Client requires 1 Tnergicon's
assistance ill Client's accounting or other internal audits, Erriergicon will charge client for said
audit support services at Its custornary rates, to he established by E:mergicon from time to time.
Upon written recluest of Client for same, Emergicon shall furnish said rates to Client in writin€g
prior to undertaking any'Work pursuant to this Paragraph.
7. 4brna and"I'ermiIlatioI7.
a. This Agreement is for an initial term of one year and will automatically
renew for successive like lei-ins unless terminated hereunder.
b. This Agreement may be terminated with or without cause, by either party,
upon writteri notice to the ether party with thirty (30) days' notice and a 90-day close-rout period
to follow.
G. This Agreement may he terminated by I:mergicon immediately upon
written notice to Client for any of the following reasons:
i. If Client inalces 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 appoiritment of any receiver of any (rustec over its
assets or properties, commences any proceeding tinder any
reorganization, arrangement, read.justrnent of debt or similar law or
statute of any jurisdiction,whether now or hereafter in effect, or i C 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 indicatcd its consent to, approval of or acquiescence in
any such proceeding or Lhe appoiriLrnenL of ally r'ctci ver ter of' ally
trustee, or suffers any such receivership or trusteeship to continue
irnrlisrharged; un-stayed, or un-vacated for a period ❑f thirty Q0) days.
ii. If Clicrit loses its license, permit or certification necessary to do
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DGCLJ Sig n Envelopa ID:4UF243D7-CEEC-43D7-8,981-SACf1B6144D5❑
business, or is excluded froln 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 Yinergicon for its Specialized Professional
Services within thirty (30) days of the date such payment becomes due;
takes any actions which Errrergicon, in its sole discretion, determines to
be unethical, illegal, immoral or rlon-compliant, or falls 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, lEmm-gicon shall perform fallow-up on
any open accounts submitted by J�mergicon on C:lient'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 front engaging in such
follow-up, or in the event that Client has any unpaid balances due to Emergicon can the dote of
termination of this Agreement.
e, Upon termination lar any reason, Client shall be responsible to pay the
Fees set forth in Paragraph 1.0(a), below, for Lill revenues collected by Emergicon on Client's
behalf and for all claims billed on Client's behalf pursuant to Paragraph 1 O(b), below, during the
90-day follow-up period set forth in Paragraph 7(d), above. After notice of f.ermination is given,
all Eincrgicon invoices are due and payable by Client within live (5) days of same. In the event
that Client does not remit payrment 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 Jrnergicon ifthere has been any prepayment
audit or review, post payinent 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, Medicarc 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 solc responsibility For obtaining and paying for any legal
or coinsulting assistance necessary in defending itseIf'in any such audit or investigations. J'inergicon
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 ruasoriable f:ou, as dett:rmiiwd lry Tuxas
M1 etlicraI 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 ofthis Agreement for any reason.
9
1)0c;USiyn Fnv(�k)pc 11);417F243D1•CEEC 43DT8961-BAG696144D6❑
c. Client is solely responsible for repaying any ovcrpayments or recouptnents
sought or imposed by any 'insurer, carrier, payer or governmental agency or contractor, including
interesr, 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
perforillance ()('periodic, random, internal audits of its coding,billing and otherbusiness practiees.
These voluntary, internal compliance audits may reveal the existence of�Client ovcrpayments, anti
Client agrees that any such overpayments identified by 1mergicon in its infernal auditing process
will be refunded by(:Bent as described in more detail in Paragraph 2(h) of this Agreement,
9, Disposition gf funds.
a. All funds Errrergicon receives from third paii.y payers, patients or other
sources for ambulance services provided by Client shall be made in the name Client. Client
authorizes Fniergicon to endorse, deposit, and otherwise negotiate items as the client's
representative and forward monthly to Clicnt 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 shaII 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 tilt extent possible and feasible, without
malting Iriergicon a collection ageticy and responsible for compliance with the federal Fair Debt
Collection Practices Act and other state or f'cdcral debt collection laws.
C. Eiergicon sba[I not accept a reassignment of any benefits where prohibited
by I aw.
I�. t'cilnpellsatioil.
a. In exchange for the Specialized Professional Services described in this
Agreement, Client shall pay Emergicon a fee equivalent to six percent (6.[}0%) 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 grayer convenience fee.
b. For all payers that prohibit percentage-based billing arrangements, such as
Department of State Health Services' (DSI-IS') Children with Special Health Care Deeds
((.'.SH(.'N) Services Program, C:licnt.shall pay Emergicon a flat fee of$39 per trip, to be invoiced
at the time of billing.
C. If Client instructs Emergicon to collect on an accounts) 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
PerGerit (22%) ul'tliu totiil aluUiaait uolleutud 011 Lire itcuou►rt.
d. If Client instructs Emergicon to pursue accounts with baiance5 beyond
120 days From the date of transport, Emergicon shall be compensated and paid .for the collectiom
efforts on said accourit in accordance with the following schedule: Eighteen Percent (18%) of'
10
l)oc:uSlg+;Envelope lu;4131 243[]7-[:E:E:C:-431]7-898i-5AC:696144F]6!)
the total arrIOL111t Collected oil the account from such initial clay Erncrgicon initiates such tf btls.
e. 1f ClleIlt. Instructs Emergicon to place accounts with a P" party
collection agency to continue beyond 120 days frcnn the date of transport, Ernergicon shall be
compensated and paid for the collection efforts on said account in accordance with the follo),ving
schedule: Eighteen Percent (18%) of the total amount collected on the account frorrr such ]nttial
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 Agreument, Emergicon Shall re-enroll Client for an additional fee of
$1,500 for Medicare and $5 0 0 for Medicaid, plus any .fees assessed by the Centers for.Mcdicare
&-Medicaid Services.
g, 1f Client switches the bank account to which Emergicon has been instructed
to deposit collections, Client shall pay Emergicon a one-time fee of[$ ] to be payable ill
connection with the next subsequent invoice submitted by Emergicon.
11. Fniergicon will retain any commissions owed net cash receipts collected for
a given month received directly by Emergicon. Any invoices submitted to Client by FinergdCOY1
are sub iect to Net 30 terms from the date invoiced for any balance owed on accourits. Em erg iccn
reserves the right to add simple interest at an annual rate rlf 1 WXv, 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 Ernergicon by CIient for Such refilnded
overpayment or credit balance shall not be credited or refunded to Client unless E.inergicon bears
responsibility for the overpayment or credit halanec.
J. Client agrees to reimburse$3 5 for any cliccics ret.l-hoed for ills UMGient.funds
Lis a result:of this Agreement.
k. rnorgicon agrees to notify client sixty (60) days in advance of any price
increase.
11. Indemnification and Insurance,
a, Jn addition to any specific provisions set forth in this Agrcement, to the
extent.allowed bylaw, Client shall reimburse Emergicon and/or its employees, off1cers, directors
and agents for any and all costs, claims, kisses, 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 fbrms, or other doeurraerltation issues that make it impossible for l rnergieon to properly eodc
and bill claims. This provision shall include all costs and disbursements, including without
limitation court costs and reasonable attorneys'fees,
ln. In addition to any specific indemnification provisions set forth in this
.li
DocuSigri[Jive.ope IU'4DF743177-U E C:43[]7-8981-BA[:696144DBD
Agreement, to the extent allowed by law, Emergicon shall told harmless, indemnify and defcrrd
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 eaused by any willful or grossly negligent misconduct of any Emergicon agent, servant,
contractor or employee and �,vhich relate to the Specialized Professional Services performed by
Enjergicon under this Agreement.
C. Emergicon shall maintain errors and ornissions 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 he 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 Ernergicori for any disputed billing performed
by Emergicon on behalf of Client shall not exceed any amounts pair/to Einergicon by Client under
this Agreement.
C. 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 darn ages of-any kind, and shall appiy 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 dcrnands may be made by insurance payers that: are not the result of negligence on the
part of either party and therefore are not suh.ject to indemnity as set forth in the paragraph 11.
Specifically, there may he claims that arc ai.rdited or reviewed and later determined not to he
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 scat
forth in paragraph 10.a. above.
1.2. Contidetitililit ^ Neither Finergicon 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.
Ernergicon 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
infbi-mation, information pertaining to contracts with payers, insurers, facilities, ambulance
providers, health care systerns,or other such parties, audit requests,audit results,billing processes,
client lists or other such inf«rmation.
13- (Lmnj?liancc.,
a. Emergicon will conduct its activities and operations in compliance with all
12
DOCUSign Envelopn ID:4oF743n7-CE:::E=C-43DY-8981 8AC696144D6D
state and federal statutes, rules alid 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
represonts 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 lieciised and/or certified to
furnish the services provided by Client. Clien( agrees to reirriburse Emergicon, to the extent
allowed by law, f:or any and all claims, damages and losses caused by Client sending accounts to
Frrrergicon which are ineligible for billing and/or refmbursenrent for any reason,
G. Each party is responsible for monitoring and ensuring its own compliance
with all applicable state and federal laws and rcgulations pertaining to billing and reimbursement
far its services. However, either party which becomes aware of a vie}lation 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 pasties 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 frorn 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 fflr'orn any state or.Federal health care program,
C. The parties recognize that this Agreement is at all times subject to
applicable state, local, and federal laws and shall be constnied accordingly. The parties further
recognize that this Agreement may become subject to or be affected by amcndi-nents in such laws
and regulations or to new legislation or regulations. Any provisions of law that invalidate, or are
otherwise incousisteiit with, the material terms and conditions of this Agreement, or that would
cause one orboth of the parties hereto to be in violation of law,shall he deemed to have superscdcd
[lie terms of this Agreement and, in such event, the parties agree to utilize their best effor is to
modify the terms and conditions of this Agreement to be consistent with the requirements of such
laws) in order-to cffectuate 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) clays of receipt of the proposed written arnendnrents, then eithcr
party inay terminate this A.greerricnt without further notice, unloss this Agreement would expire
earlier by its terms,
15. Non-Fngatement of IndiyidURIS Oil the OIG EXCIUSiorr 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 chuck the OIG exclusion website to ensure that
employees, volunteers and all others providing services for- each respective organization are not
excluded. The wchsite is: lrttl�:llexciusinns.oiz,.itl.rs.f7nv.
16. Indepcndent- Contractor RelationshiL Emergicon and Client strand in an
13
JncuSign Enveiopc IU 2,DF24397-C:E.E:C-4aL)7-8!R1J-8AC696144n6D
iI]dependent contractor reIatitlriship to one another and shall n o I be considered as joint ventures or
partners, and nothing herein shall be construed to ai.itho6ze either party to ad. as general agent for
the; ether. There is no liability on the part ❑f E'lT1Crgicon to any entity for any debts; liabilities or
obligations incurred by or on behalf of the Client.
17. Prevention of Performance. l.f a party's obligation to perforin ally duty hereunder
is rerlderuci impossible of performance due to any cause beyond such party's control, including,
without limitation, an act of God, weir, civil disturbance, fire or cashaalty, labor dispute, hardware
or software failures beyond the party's control, or governmental rule, such party, for s❑ famg as
such condition exists, shall be excused from such performance, provided it promptly provides the
other party with written nnticc of its inabIIity to perforn7 stating the reasons for si.lcll 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. A, ignm it.. This Agreement may be assigned by I niergicon to any successors or
assigns of Ernergicon with the express written consent of the Client. '111s Agreement may n a t be
assigned by Client without the express written consent of Ernergicon. This Agreement shall be
binding upon all successors and assigns.
19. Noticc;s. 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 rcccived by the other party
(1) three days after mailing by thu party when notices are sent by First Class snail, postage prepaid;
(ii) upon transmission (if sent via facsimile with a confinned transmission report); or (iii) upon
receipt (if sent:by hand delivery or courier service).
E me:r icon client
Emergicon, I.I.C. City ofPearland
PO Box 180446 3519 l.,iberty Drive
Dallas, TX 7521.8 Pearland, TX 77581
Phone : (972-602-2060) Phone : (281) 652-1600
Fax:(469) 002-5542
20. Non-C onlLtion.and Non-Sollicita_tion ClaLise. Without prior, written
authorization from Ernergicon, Client shall not:
Ell During the term ❑f this Agreement, or for two (2) years following its
expiration or termination for ally reason, employ, retain as an indcpenderit contractor, or otherwise
in any way hire any personnel currently employed or employed at any time during the term of this
Agreement by Emergicozl without compensation to Ern ergicon of a placement fee of two times the
annual salary paid by 1=.rrieigican to such employee at the tune such cinployee left employment of
Ernergicou.
b. During thu Lurrn of'Lhis Agretinellt,ur for a period of Lwo(2)years following
its expiration or termination far any reason, engage in the provision of billing services for any
other airihulancue service, medical transportation organization, fire dcpartnwjit, or emergency
medical services organization without compensation to Einergicon equivalent to two times the
annual average of fees during the term of'this agreement as paid to Hmergicon for these services.
14
f7aru5's�ri Envelope ID:4DF243D7-CEEC 43D7 B081•8AC6961,44DUD
Nothing in this Paragraph shall be interpreted to prohibit Client from performing its own in-Douse
billing and/or accounts receivable rnanageirient fallowing the expiration or proper termination of
this Agreement.
21. Govcri>iqg-Law and For rirri Scleclioii_C,Iausc. This Agreement shall be deemed to have
been made and entered into in 'Texas and shall be interpreted in accordance with the laws thereof,
withoutregard to conflicts of laws principles. The parties expressly agree that the exclusive fbrurn
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 stile 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, F"ach .Party represents that it has full capacity and authority to grant all
rights and assume all obligations granted arm assumed tinder this Agreement,
24 Successors and Assigns. Subject to the provisions regarding assignment, this Agreement
shaiI be binding on and inuto to the ben eFit of.'the Parties to it and their respective heirs, executors;
administrators, legal representatives, successors and assigns.
25. Amendments. This Agreement may be annendcd 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 unenforccability shall not affect any other provisions, and the Agreement shall be
construed as if such invalid, illegal, or urttnforceahle 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 .Paa tics, pertaining to a period of time
fallowing, the termination of this Agreement shall survive tern-ination.
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 Patties
hereto.
29. Conflicts oflnterests, 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 panties shall be excused for the period of arty 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: a]I labor disputes, civil
comrrrotion, war, nuclear disturbances; hostilities; sabotage;, terroristic acts, governmental
15
DoruSign 1--nvelope IDS 4Df:243D7-CL•EC:-430-7-8981-8ACE�95144D6➢
i-cgulatioris nr Controls, fire, accident or other uasually, interruption in the supply of any utilities
or fuel, inability to obtain any inaterial of- services, public health emergencies, or through acts of'
God.
3.1. Regulatory Changes. The parties recognize that this Agreement is at all tirnes sialh.ject 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 panics hereto to be in violation of law, shall he deemed to have superseded
the tcrrns of this Agreement and, in such event; the parties agree to utilize their best efforts to
nhodify the terms and conditions ofthis 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 he consistent with the
provisions of such laws or regulations. In the event that the parties do not agree oil such written
amendments within thirty (30) days of receipt of the proposed written amendments, then either
party may terminate this Agrecinent without further notice, unless this Agreement would expire
earlier by its terms.
32. Independent Contractor Relationship. The relationship of the parties is that of i rid ependent
contractors. Neither party shall be deerned to be the agent nor partner nor fiduciary of the Tither,
and neither is authorized to take any action binding upon the other.
IN WITNESS WHEREOF, the parties have executed this Agreement to commence oil the
date tirst above written, Client represents that the individual who has executed this Agreement on
behalf of the Client is authorized by Client and by Iaw to do so.
I ML ERGICON, I.I.C., City ofPearland, Texas
By: By:
Do'u51„nW by,
-__-- -- 1/29/2022 7.30 AM f
Signature Date 5ignaturc Late
Christophel-Tu}_ner, Trent Epperson
Print Narne Print Name ------
Founder and CHO Deputy City Manager _
Title --- 'Title
16
DOCUSign Envelope lD;8061EBa'!•A862-4CBF•E8FC-E8516CF6481D
Business Associate Agreement
Between
City of Pearland, 'Texas
and Finergir.on,LLC
'Phis Business Associate Agreement ("Agreement") between Department and Ernergicon, LLC is executed
to ensure that Emergicon, J.1.0 will anpropriWly safeguard protected health information ("PHI") that is
created, received; maintained, or transmitted on -behalf of Departmont ui 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, 5ubtitic .F — Administrative Simplification, Sections 261., Pt seq,, as
amended ("AWAA."), and with Public I.aw l 1 1-5 of February 17, 2009, known as the Arnerican Recovery
and Reinvestment Act of 2009, 'Title X11, Subtitle D - Privacy, Sections 13400, of seq., the Health
In Formation "Technology and. Clinical Health Act, as arn ended (the "HTTI,CH Act").
A. General Provisions
1. Meanin;o_f'Terms._The terms used in this Agreerrierrt shall have the same meaning as those terms
defined in HIPAA,
2. Regulatory Re_f_erences. Any ref crence in this Agreement to a regulatory section means the section
currently in effect or as amended.
3. Interpretation. Any ambiguity in this Agivernent shall be interpreted to permit compliance with
I EPAA.
B. Obligations of Business Associate
Ern crgicon, LLC:, agrees that it will:
I. Not use or Iurther 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 HTPAA Security Rule with
respect to electronic protected health inflOrmation ("c- PH]") and implement appropriate physical,
technical and administrative safeguards to prevent use or disclosure of PT-TT other than as provided
For by this Agreement.
3. Report: to Department any use or disclosure of I'HI not provided for by this Agreement of which it
becomes aware; including any security incident (as defined in the IIIPAA Security Rule) and any
breaches (.)f urrsceured 1'1-1I as required by 45 CFR §164.410. Breaches of unsecured PHT shall be
reported to Deli'1rfi111cr1t without unreasonable delay but in no case later than 60 days after discovery
of the breach.
4. In accordance with 45 CPR 164.502(e)(1)(ii)and 1 G4308(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
inforl-'latioll,
C]ncu;ian E nvelope D-8061ES37 A867 4CBF-B8FC BB516CF6481D
5. Marc PTTI in a designated record set available to IDepartment and to an individual who has a right of
access in a manner that satisfies Department's obligations to provide access to PIII in accordance
with 45 CI7R §164.524 within 30 days of a request;
6. Make any amendmont(s) to PHI in a designated record set as directed by Department, or take
other ineasures necessary to satisfy Department's obligations under 45 CUR §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 hmergicon, 1.i.0 is to carry out any ofDepartirient's obligations under the IIIPAA
Privacy Rule; Emergicon, LLC shall comply with the requirements of[lie Privacy 1ZuIc that apply to
Departnient when it carries out that obligation.
9. ivlake its internal practices, books, and records relating to the use and disciclsalre of PHI received
fi•on}, or created or received by E.1nergicon, 1.1.C` on behalf of Department, available to the Secretary
of the ofI lealth and .Human SerL,iCeS fai'purposes of determining Finergicon, LLC and DcpartmLi it's
compliance with IIIPAA and the I IITECII 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 Depat-tmeut has agreed to or is rcgUired to abide by under 45
CFR §164.522; and
11. If DepartilLent is subject to the Red 14'1ags Rule (found at 16 CFR §681.1 & seq,), I:;lnergicon,
T.11, agrees to assist Department in complying with its Red Flags Rule obligations hy: (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 'Theff: Prevention Program; (c) ensuring that airy agent or third party who performs services
on its behalf in connection with covered accounts of Department agrees to implerne:nt reasoriable
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
beconies 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.
f]ocuSgn I rivek,pe 10-HOW F(337-J\6B2.4C8F-r38F':-E.H516CF648111
C. Permitted Uses and Diselosaares by Business Associate
The specific uses and disclosures of.P111 that may be, made by l:triergicon, LLC an behalf of Departtrtent
include:
1. The preparation of invoices to patients, carriers, insurers and others responsible for payment or
reianbursemeut of the services provided by Dtpartnicrrt to its patients.
2. Preparation of rerninder notices and doe anents pertaining to collections of overdue accounts.
3, `.floc submission ofsupporting 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 PIII as permitted by IIIPAA necessary to perform the services that
Emergicon,LLC has been engaged to perform on behalf of Department.
U. Termination
1. Department: may terminate this Agreement: if' Department determines that Emergicori, I.1,C has
violated a maternal terra of the Agreemcrat.
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, Dnergicon, LLC shall return to [Department or
destroy all PITI received from Depart.munt, or created, rraaintained, or received by Emergicon,
LLC on behalf of Department that Ernergicon, I.I:C stilI inaintairis in any form. Emergicon, LLC
shall retain no copies of the PIII. If return or destruction is infeasible, the protections of this
Agrccrriont wi11 extend to such PTE.
Agreed to this 22 _day o1'NovemheI022-
Eznergicon, L.L.C. City of Pearland, Texas
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Si gnatta rc: _- Signature:nature:
Docu5ign Fnvelape ID:BOG F637-A862-4C'8F-B8FC-F B616C:f F34E�1 r)
ADDENDUM (1 — FIRE/EMERGENCY RESPONSE BILLING,
This Addendurn C (this "Addendum") is entered into by sand betWecn EmergiCii'c, LLC, a 'Fees
limited liability company ("Ernergifire") and City 01'I'eai'land (:`Client"), dated Nave€r€ber 21, 2022 and
is subject to the tenr€s and conditions of that certain Agrecinent Jor Spuemlizod Prollcssional
ninbi lance 13111ing :Scrviccs by and betwc;cri Emergicoz€, I.LC and Chent, dated Noveinlier 21, 2022
(thc"Services Agreernent").
IU,,C:ITALS
WHPREAS, F-mergicrm, LLC is engaged in the htisiness of providing fine response and
cost recovery services as detailed below through a contractor.relationship with F.mergifire;
WilkRKAS, Emergilire is engaged in the business of providinu third-party billing
and accounts receivable rrianagernent specialized profession ill services related to motor
vehicle accidents and other crnergency i•espotiscs for einergency service organizations;
WHEREAS, CLIENT desires to utilize I3niergifire for billing and claims management
services for its organization; and
WHEREAS, 1smer915re is willing to provide such specialized profess ion":il services
upon the terms and conditions provided in this Addendum;
Specialized Professional Services, tsmergifire agrees to pet'forrri the following duties
(collectively referred to as the "Services")on behalf of CLIENT-.as a nornial course of business:
a. Prorriptly prepare and submit claims to the respotisiblc party deerried
coiuplete and eligible for submission by Emergifire in conformance with this Agreement,
b. Provide instructions for the submission of Required Documentation to
Enicrgifirc.
C. Promptly post payments made on CLIENT's behalf.
d. Provide monthly reports to C:.LIENI', which include, at a ininitrium, crash
received and balance surnmary.
C. Will riot begin .litigation against a person; entity, or insurance carrier without prior
written approval by the CLIENT.
Specifically Hx!pIudcd Duties of mere ifir�. Notwithstanding any provisions of this
Agreement to the contrary, Imiorgi fire shall not be responsible to;
H. hlitiate or-purst.ae litigation for the collection of'past due accounts.
1). Provide legal advice or legal services to CI..,IENT oi, anyone acting on
CLIEN'I's behalf'.
[]oru51gn Enw-:lope 1D:8061[-.G3I-A867.-4C8F-D8FC:F.B5'BGf=6481 D
'1.'erm and 'Termination.
This Addendum. runs in concurrence to the Specialized Professional Ambulance Billing Services
Agreement.
Compensation.
a. h-i exchange for the Specialized Professional Services described in this
Agreement, CLIEN I' shall pay Emergifire a fee cquivalent to eighteen percent (18%) of all
revenues collected by I"inergifirc on behalf.- of CLIENT. Credit card payments accepted by
7:mergifire will be charged an additional three percent(3,0%).
b. l;mergifire shall submit invoices to CI.II~NT on a periodic basis
established by Ernergifire. Invoices are to be paid by CLA N'f withizz thirty (30) days of the
invoice date. Ernergifire reserves the right to acid simple inlerest at an annual rate of 18%,
compounded daily, on all where Emergifzre has not received payment within thirty (30) days of
the date of its invoice.
CLIENT` agrees to rein-burst Fniergifirc for any and all sales tax liabilities ghat may arise as a
result of this Agreement.
IN WITNESS WHERFOY, tree undersigned have executed this Addendum as of the date written
below.
EMERGIFIRF, LLC. City of l'earland, Texas
By: By:
Signature Signature
Trent Epperson
Chri.stonher Turner. MHA -- ---
Print Natne }Tint Name
Interim City Manager
Founder & CEO .......
Title Title
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Date