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HomeMy WebLinkAboutItem 10 - EMS Secondary Collection ServicesMEMO TO: HONORABLE •. AND MEMBERS OF •' FROM: BRUNO RUMBELOW, CITY MANAGER j SUBJECT: RESOLUTION FOR EMERGENCY MEDICAL SERVICES SECONDARY COLLECTION SERVICES CONTRACT RECOMMENDATION: City Council to consider approval of a resolution for an annual contract for emergency medical services (EMS) secondary collection services with Emergicon, Inc. through an Interlocal Cooperative Agreement with the City of Coppell, Texas. FUNDING SOURCE: Funds are budgeted in account 100-44540-210-1 (Professional Services/Fire Administration) in an annual estimated amount of $20,000.00. Purchases will be made as required and in accordance with an Interlocal Cooperative Purchasing Agreement with the City of Coppell, Texas as allowed by the Interlocal Cooperation Act, Texas Government Code, Chapter 791 and Texas Local Government Code, Section 271.101 and 271.102 and satisfies all bidding requirements. The City of Coppell solicited proposals on RFP #0108, Ambulance Debt Collections, in June, 2011 for a three-year contract with three, one-year renewal options for EMS Billing and Collection Services. They renewed the first one-year option of the three available this year. After the initial term for the City of Grapevine there will be two optional, one- year renewals available that will coincide with the City of Coppell's term. Emergicon, Inc. provides EMS billing and secondary collection services to local agencies, municipalities, fire departments, ambulance providers and medical emergency services. Emergicon will be the City's secondary EMS collection service and their primary efforts will include reviewing Intermedix, our previous EMS provider's aged and outstanding accounts. Emergicon will also perform a secondary review of our current EMS provider Digitech's aged and outstanding balances and assist in determining the account collectability before accounts are formally written off as uncollectible. 12/11/2014 (10:36:57 AM) The Finance, Purchasing and Fire Department staff reviewed the contract for specification compliance and determined that this annual contract would provide the best service and pricing for meeting the needs of the City. Staff recommends approval. KW/BS 12/11/2014 (10:28:25 AM) EMERGICON Emergency Medicine Consultants 18 July 2014 City of Grapevine Chief Mark Ashmead Deputy Chief -Administration 601 Boyd Grapevine, Texas 76051 RE: EMS Claims Recovery Dear Chief Ashmead, It is a pleasure to present the City of Grapevine a proposal for EMS Claims Recovery services. Emergicon understands that the City of Grapevine is seeking a contractor to collect upon all EMS accounts placed with us from outstanding Accounts Receivable. Emergicon is a Dallas based company with local Texas offices allowing for immediate face-to- face contact with our clients. Emergicon was founded specifically to assist municipal based EMS providers improve their collections. Our clients continue to be our best-selling asset for new clients by reinforcing and serving as references to our commitment to the highest level of service and record setting cash collections. Emergicon is compliant with all Federal, State and local laws and regulations as they apply to our service offerings. This includes the Health Insurance Portability and Accountability Act of 1996 and the Identity Theft Red Flags and Address Discrepancies under the Fair and Accurate Credit Transaction Act of 2003. I appreciate your time and consideration. I am the point of contact regarding questions and may be reached at (972) 602-2060 x 400 (office) or (469) 964-5988 (cell). Sincerely, Christopher Turner President & CEO Emergicon, L.L.C. EMERGICOe Emergency Medicine Consultants 1.0 Firm profile Emergicon is a Texas-based EMS billing company founded in 2006 and now serving more than 50 Texas clients. In creating Emergicon, Chief Executive Officer Christopher Turner and Chief Operations Officer Linda Ford, brought more than 35 years combined experience in EMS provider and management experience. We are exceptionally experienced with billing insurance companies, including Medicare, Medicaid, Third Party Insurances, HMO's, Commercial Insurances, Auto Insurances, Workers' Compensation, and patient billing. Frankly, any company providing billing services in the state of Texas cannot duplicate our experience. Our experience in the billing industry and ability to recognize the complexity and frequent changes of healthcare laws, hiring qualified and reliable staff, applying the learned ability of the clinical disciplines, such as Continuous Quality Improvement (CQI), and conducting peer reviews, lead to the creation and success of Emergicon. We are routinely engaged to perform analysis of other billing companies, allowing us to identify further potential weaknesses in the billing process. As a result of our experience and ongoing analysis, Emergicon has what we can prove to be the very best billing process that in fact maximizes collections. Emergicon's superior experience, with successful results in ambulance services billing, is documented and well known across the state of Texas. Our goal is to remove the burdens associated with EMS billing from our clients. We handle all aspects of EMS account management including coding, billing, payment posting, accounts receivable follow-up, compliance, and responding to attorney's requests for medical records. We use JefBar Ambulance Billing Software. The software is based on GAAP financial principles, is HIPAA compliant, and integrates seamlessly with many ePCR software vendors. Personnel Emergicon has 30+ personnel, of which fifteen are specifically and solely dedicated to billing. Emergicon has two offices in the greater Dallas area. The Dallas office serves largely all administrative functions, while the East Texas office is responsible for all claims processing. Emergicon was formed in 2006 by Christopher Turner, MHA. Prior to founding Emergicon, Christopher Turner was the Chief Financial Officer for CareFlite. While at CareFlite, Christopher increased cash collection by more than $6 Million by restructuring the entire billing process, implementing an ePCR solution and educating the crews on documentation. Christopher has additional experience in emergency medicine having been a director at EmCare and UnitedHealthCare. Christopher has hired staff members that have EMS operational, as well as EMS billing, backgrounds. With a combined 35 years in the industry, as EMS Provider and managers of EMS provider -based billing, Emergicon management has experience that cannot be duplicated. It is this experience and the learned ability to apply the clinical disciplines such as CQI and peer review to EMS billing that led to the creation and success of Emergicon. City of Grapevine Emergicon L.L.C. 2 IC Emergency Medicine Consultants Linda Ford serves as Emergicon's Chief Operating Officer. Linda Ford is a Texas native with more than 30 years of experience in healthcare billing and collection, spending nearly all of that time as a manager. She helps clients get out of the red and into the black while maintaining or establishing legal compliance. As an expert at finding hidden money, she discovers revenue sources that are often ignored, overlooked and uncollected. Ms. Ford pays close attention to the most mundane, tedious, minute details and ensures her staff does as well. As a manager, she has the unique ability to identify an employee's talents and build upon them to reinforce job satisfaction and increase clients' returns. Ms. Ford's decades of experience include ambulance billing, physician billing and documentation training. In the past, she has been the Billing Manager for a prominent air ambulance provider and the Business Manager for a popular doctor's office. Ms. Ford is often the main point of contact for Emergicon clients, which results in consistent customer satisfaction. She is responsible for ensuring Emergicon staff is well-trained in billing, collections and coding. Linda is well-known within the EMS billing industry as intelligent, friendly, organized and effective. 2.0 Expertise We focus exclusively on the Texas EMS billing and collections market and are an expert in the intricacies of the specific needs and requirements of ambulance billing fees and the ever changing healthcare laws. We do not provide "one -size -fits -all" services—we pay attention to the varying needs of differing locales, payer mixes, and reimbursement requirements, and provide the same level of service to rural services as we do to suburban or urban. Emergicon's culture is customer focused and we care deeply about processing claims accurately so that any size of government—not just the largest government with the most money—may recover ambulance transport costs to avoid subsidizing costs to taxpayers. Our success is driven by value-added services: exceptional customer support, unique collections processes, and applying the tenants of Continuous Quality Improvement (CQI) to our processes. 3.0 Claims Recovery Processes Emergicon uses an approach to Claims Recovery that focuses on payer research and systematic follow-up. Once an account is placed with Emergicon, we begin a thorough and effective process to research missed payers or missed filing opportunities. City of Grapevine Emergicon L.L.C. 1 Emergency Medicine Consultants Step One: Face sheets, payer information, demographics or other missing data is requested from the receiving facility by fax or mail depending on the preferred method of the receiving facility. Step Two: Claims are reviewed, coded and billed electronically through the MD -Online clearinghouse. Step Three: Payment, follow-up and claim analysis: Medicare: Clean Medicare claims will pay by electronic remit in fourteen days. On the fifteenth day, any unpaid Medicare claim is reviewed and compared to other claims sent in the same batch. Medicare is called, the status of the claim is obtained, and the claim is appealed or refiled as necessary. A Medicare co -pay statement is issued to patients for their 20 percent patient responsibility. Commercial Insurance: Commercial insurance claims typically take 35 to 45 days to pay. Proper claim submission is confirmed as part of the electronic billing process. If forty days have passed with no payment, an Emergicon staff member calls the commercial payer and status of the claim is checked. If the claim is still processing, an Emergicon staff member will talk to a live person at the insurance company. Emergicon staff members have the experience in communicating with commercial insurance carriers to decrease payment delays. Texas Department of Insurance regulations cite specific claims processing rules which if not met are punishable by fines and restitution by insurance carriers. Our staff s skill, experience and attention to detail enables reduction in claims waiting to pay and ensure prompt pay laws are followed, thus increasing cash flow exponentially. Medicaid: Emergicon's process of filing Medicaid claims online immediately giving a paid or denied status prevents these claims from sitting on an A/R, which increases risk for filing and appeal deadlines. If a claim is filed online and a denied status is received, the claim can be immediately appealed online or the following Friday when the remit is available. Private Pay: Private pay patients are sent a Private Pay statement within five days of the date of placement requesting insurance information and notifying of the balance due. Step Five: Claim payments, explanation of benefits and remittance advices are reviewed daily from the provider's payments. Claims are reviewed for denials, low pays and no pays. Medicare and Medicaid pay from the approved federal and state schedules. As payments are posted, the contractual allowance (the difference between the charge and the allowable amount per federal law) is posted for Medicare and Medicaid accounts. The patient will receive an Explanation of Benefits by the time the letter is received and understand their obligation for payment. We submit all claims via MD-Online's secure and encrypted website. MD -Online is a CMS approved clearinghouse with interfaces to Medicare, Medicaid and all major insurance companies. City of Grapevine Emergicon L.L.C. 0 EMERGICOe Emergency Medicine Consultants Before a statement is mailed, the patient's address is verified through a skip -tracing database. For 120 days, Emergicon uses a series of statements and phone calls to reach the patient for payment. If Emergicon determines that the patient cannot pay their balance in one lump sum, monthly payment arrangements are made (according to the City's fiscal policy). Collection process workflow Step One: As soon as a patient is identified as Private Pay, Emergicon sends a Private Pay statement or calls the patient requesting insurance information. For patients owing only deductibles or co -pays, Emergicon sends a Patient Responsibility statement once primary payment is received. Step Two: If no contact is made between Emergicon and the patient within thirty days, another statement is sent citing a lack of response for thirty days. During this time, skip tracing can be initiated for patients with invalid contact information. If at any point, insurance information is received from the patient, Emergicon bills the patient's insurance with the new information. Step Three: Assuming no contact from the patient has been made after another thirty days, a sixty day past due statement is sent citing lack of response and requesting payment. During this time, skip tracing can be initiated for patients with invalid contact information. Step Four: A final statement is sent ninety days from the date of transport demanding contact or payment in fifteen days. After fifteen days has been exhausted, a full 120 days has passed from the date of transport. Step Five: For accounts that have not been paid or a payment plan established, the account can be returned to the City of Grapevine to be written to a $0 balance or sent to third party collections. Client Communications Patients are offered multiple options to contact Emergicon. Emergicon provides two convenient phone numbers — 1-877-602-2060 and 972-602-2060 as well as an e-mail address billing_cgemergicon.net for patients. Customer Service Representatives are available 8:OOam to 6:OOpm to assist patients. Emergicon willingly accepts debit and credit card payment from patients to facilitate prompt payment. Further, Emergicon is working on an online payment portal for patients to make online payments and view their account that will be complete by the time this RFP is awarded. Emergicon does not pass the cost of credit card processing onto the City of Grapevine. Lastly, Emergicon will gladly work with any walk-in payment locations of the City's choosing or direct patients to send payment to the bank lockbox. City of Grapevine Emergicon L.L.C. EMERGICO Emergency Medicine Consultants V 10 4.0 Claims Recovery References Baytown Beaumont Dana Dalbey Nada Rogers EMS Division Manager Deputy Treasurer 281-422-0044 409-880-3772 Dana.dalbeygbWown.or nrogersgci.beaumont.tx.us Coppell Flower Mound Gregg Loyd Kevin Trimble EMS Chief EMS Chief 972-304-3512 972-874-6203 gloydAcoppelltx.gov Kevin.trimblegflower-mound.com Odessa Gapi Bernal Director of Financial Services 432-335-3207 abemalgodessa-tx.ggv 5.0 Pricing Emergicon's all-inclusive rate for performing Claims Recovery services covers all costs, including but limited to, telephone and postage expenses, office supplies, and any other overhead expenses or administrative support. Proposed Commission Options: The proposed pricing model is a flat commission percentage of the amount collected from cash collections generated. 1) Emergicon's proposed cost of billing services (stand-alone) is eighteen percent (18%) of cash collections. City of Grapevine Emergicon L.L.C. 0 This Service Agreement (this "Agreement") is entered into by and between Emergicon, LLC, a Texas corporation ("Emergicon"), and the City of Grapevine, Texas (the "Provider"). 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 the City of Coppell, Texas, Request for Proposal #108, signed May 28, 2014; WHEREAS, Emergicon provides billing and collections services, and other support services (the "Services") to local government agencies, municipalities, fire departments, ambulance providers, and medical emergency services; WHEREAS, CLIENT, as part of its overall activities, provides emergency and ambulance services, including emergency medical responses, and other patient encounters and/or patient ambulance transportation (the "Ambulatory Services"); and WHEREAS, CLIENT is desirous of obtaining the Services of Emergicon. NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties hereto agree as follows: TERM AND TERMINATION 1.01 Term. Subject to the terms and conditions set forth herein and except as provided in Section 1.02, the initial term of this Agreement shall be for a period of three (3) years from the date of this Agreement (such initial term, together with all extensions thereof, shall be referred to herein as the "Term"). This Agreement may be renewed at the end of the current Term for additional one (1) year periods. 1.02 Termination. Notwithstanding any provision of this Agreement to the contrary, this Agreement may be terminated by either party, without cause and without liability (except for continuing obligations during such period), upon thirty (30) days advance written notice to the other party. 1.03 Obligations During Notice Period. During the 30 -day notice period specified in Sections 1.02 and for a subsequent sixty (60) days from the date of termination, Emergicon shall be entitled to receive compensation for all Accounts (as defined in Section 2.01) billed and collected with respect to the Services and for all other activities performed pursuant to this Agreement, and shall be entitled, after the end of the sixty day termination period to receive compensation for all amounts billed during the termination period but not collected until after the EMERGICON SERVICE AGREEMENT Page 1 end of the termination period. Emergicon shall be continue to provide services as prescribed in the agreement during the 30 day notice period and fully comply with all terms of the Agreement. 1.04 Obligations on Termination. Upon termination of the Agreement, for whatever cause, Emergicon will immediately return any original medical records to Provider. Emergicon shall retain copies of all patient care reports, invoices/claim records, remittance advice documents and all other PHI of Provider's patients (as the term "PHI" is defined in Section 6.01 of this Agreement) for a period of 10 years, as described in Section 5.01 of this Agreement and in compliance with Section 6.01 of this Agreement. 1.05 Mailing of Notices. Any notice required or permitted pursuant to this Agreement shall be in writing and shall be deemed sufficient when delivered personally or sent by U.S. mail, as certified or registered mail, with postage prepaid, addressed as follows: (a) If to the Provider: The City of Grapevine 200 S. Main Street Grapevine, Texas 76051 Attention: Fax: If to Emergicon: Emergicon, LLC PO Box 180446 Dallas, Texas 75218 Attention: Christopher Turner Fax: 903-887-1863 Each party shall be entitled to specify a different address by giving five (5) days' written notice to the other party. All such notices and communications shall be deemed to be received the same day if by fax (provided the sender has a fax machine/fax database generated proof of receipt) and in three (3) business days if by mail. ARTICLE Two 2.01 Billing. During the Term, Emergicon shall be responsible for the billing of charges and fees relating to the Services as directed by and provided by Provider, including, but not limited to, private insurance, Medicare, Medicaid, and other governmental programs. (Note: each set of such charges and fees for the Services related to an individual patient encounter may be referred to herein as an "Account" or, collectively, the "Accounts"). EMERGICON SERVICE AGREEMENT Page 2 2.02 Compensation. In consideration for Emergicon providing the Provider with the agreed upon billing services described in this article, the Provider will pay Emergicon Eightenn Percent (18%) of the total amount collected on the account. Credit card payments accepted by Emergicon will be charged an additional Two Percent (2%). These fees will be payable monthly within 30 days of receipt of invoice. All fees shall be payable monthly within thirty (30) days of receipt of invoice. 2.03 Records of Patient Encounters. (a) Emergicon shall use its reasonable best efforts to bill all Accounts within three (3) business days of such patient encounter. Such records shall be deemed to be the property of Provider, but Emergicon shall have the right to duplicate and retain paper or electronic copies of the records as further described in Section 1.04 and 5.01 of this Agreement. If the records exist only in electronic form, each electronic copy shall be deemed to be an original for the purposes of this Agreement. Provider shall have no obligation to forward original medical records during the 30 -day notice period regarding termination as set forth in Paragraph 1.02. (b) Provider acknowledges that Emergicon has no responsibility for complying with all provisions of Title 42 C.F.R. Section 410.40 which states, in part, that an ambulance service bears the responsibility for obtaining Physician Certification Statements ("PCS's"). Provider further understands and concurs that Emergicon is neither an ambulance service nor an ambulance provider within the definitions as set forth by the Centers for Medicare and Medicaid Services. 2.04 Requests for Copies. Requests for copies of medical records shall be submitted directly to Provider. Provider may authorize release of the records such that the release is in accordance with the standards and time requirements established by State and Federal law, including but not limited to the requirements of Section 773.091 Texas Health and Safety Code, as well as the Health Insurance Portability and Accountability Act (HIPAA) and the Health Information Technology and Clinical Health Act (HITECH Act). 2.05 Activity Reports. Emergicon shall provide to Provider summary and detail monthly reports of all billing activities that occurred during the preceding month as requested by the Provider by the fifth (5t') business day of the month. 2.06 Information Received by Provider. To the extent that Provider receives payments or original copies of documentation directly, Provider shall forward to Emergicon copies of checks, Explanations of Benefits and/or other documentation within five (5) business days of the date of receipt of payment by Provider. 2.07 Support Services. Emergicon will provide patients and personnel of Provider with telephone support services during normal business hours (Monday - Friday from 9:00 a.m. to 5:00 p.m.) except on public holidays or other holidays as established by Emergicon. 2.08 Obligation for Payment. Payment in accordance with this Article Two shall be due and owing to Emergicon by Provider for all Accounts collected during the Term, and the Termination Period if applicable, and collected after the Term but billed during the Term and the EMERGICON SERVICE AGREEMENT Page 3 Termination Period if applicable, by Emergicon regardless of whether payment was made to Emergicon or to Provider. ARTICLE THREE 3.01 Emergicon's Indemnification. Emergicon shall indemnify and hold harmless Provider from and against claims, damages, losses and expenses, including but not limited to attorneys' fees, arising out of or resulting from Emergicon's performance of activities pursuant to this Agreement, but only to the extent caused by the willful misconduct or the negligent acts or omissions of Emergicon or any other breach of contract. The indemnification provided for herein shall not be applicable to any claim of adjustment or request for reimbursement made by an insurance company or any servicing agency for Medicare or Medicaid that may be made as the result of an audit of claims made or governmental regulations or laws, including Emergicon's fees charged, except for any adjustments or claims for reimbursement made as a direct result of Emergicon's error. 3.02 Fidelity Bond. Emergicon shall keep and maintain during the term of this Agreement a fidelity bond with a qualified insurer of no less than $10,000.00. 3.03 Insurance. Emergicon shall keep and maintain during the term of this Agreement Errors & Omissions Liability insurance with a qualified insurer of no less than $1,000,000.00. ARTICLE FOUR CONFIDENTIALITY 4.01 Property of Emergicon. Provider agrees that Emergicon's equipment, computer hardware and software, billing and collection processing, and other related systems and equipment are the property and trade secrets of Emergicon, and that Provider will not release any information regarding such trade secrets to any third party without the prior written consent of Emergicon. 4.02 Fact of Contractual Relationship May Be Disclosed. Notwithstanding the foregoing, either party may, without the prior written consent of the other party, disclose the existence of a contractual relationship between the parties. ARTICLE FIVE AUDITS 5.01 Accurate Books and Records. During the Term and for a period of ten (10) years thereafter, each party agrees to maintain accurate books and records associated with the billing and collections made the subject of this Agreement. EMERGICON SERVICE AGREEMENT Page 4 5.02 Right to Audit. Upon reasonable written notice, either party may audit the books and records of the other party insofar and only insofar as such books and records relate or pertain directly to this Agreement. Such audit shall be conducted at the office of the party being audited, shall be during normal business hours, and shall be at the sole cost and expense of the party conducting the audit. 5.03 Penalty for Underpayment. If an audit reveals that a party has failed to pay any amount or portion of any amount due or payable under this Agreement and such amount is in excess of Twenty Thousand Dollars ($20,000.00), the party being audited shall pay to the auditing party the full cost of the audit and the full amount due or payable plus interest at the rate of ten percent (10%) per annum from the date(s) of non-payment. : a 6.01 HIPAA Compliance. Emergicon shall carry out obligations to protect the privacy and security of protected health information ("PHP') under this Agreement 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"). In conformity therewith, Emergicon shall use or disclose PHI only if such use or disclosure is in compliance with each applicable requirement of the HIPAA privacy regulations found at 45 CFR § 164.504(e) and shall comply with the HIPAA security regulations made directly applicable to business associates under the HITECH Act. Emergicon will protect the privacy and security of any personally identifiable PHI that is collected, processed or learned as a result of the services provided to the Provider and Emergicon agrees that it will: a) Not use or further disclose PHI except as permitted under this Agreement or required by law; b) Use appropriate safeguards to prevent use or disclosure of PHI except as permitted by this Agreement. C) Mitigate, to the extent practicable, any harmful effect that is known to Emergicon of a use or disclosure of PHI by Emergicon in violation of this Agreement; d) Report to Provider any use or disclosure of PHI not provided for by this Agreement of which Emergicon becomes aware; e) Ensure that agents or subcontractors to whom Emergicon provides PHI, or who have access to PHI created or received by Emergicon on behalf of the Provider, agree to the same restrictions and conditions that apply to Emergicon with respect to such PHI; f) Make PHI available to Provider and to the individual who has a right of access as required under HIPAA within ten (10) days of the request by Provider on behalf of the EMERGICON SERVICE AGREEMENT Page 6 individual. To the extent PHI is maintained in an electronic health record, Emergicon shall provide the individual with a copy of such information in electronic format, as required by the HITECH Act; g) Incorporate any amendments to PHI when notified to do so by Provider; h) Provide an accounting of all uses or disclosures of PHI made by Emergicon as required under the HIPAA privacy rule and the HITECH Act within sixty (60) days; and i) Make its internal practices, books and records relating to the use and disclosure of PHI received from, or created or received by Emergicon on behalf of the Provider available to the Secretary of the Department of Health and Human Services for purposes of determining Emergicon's and Provider's compliance with HIPAA and the HITECH Act. j) At the termination of this Agreement, return or destroy all PHI received from, or created or received by Emergicon, other than the maintenance of certain records required by applicable law, and if return is infeasible, the protections of this Section will extend to such PHI; k) Restrict the disclosure of PHI to a health plan for purposes of carrying out payment or healthcare operations if the Provider authorizes or requests Business Associate to do so, 1) Implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of e -PHI that it creates, receives, maintains or transmits on behalf of the Provider; m) Implement reasonable and appropriate policies and procedures to comply with the standards, implementation specifications, or other requirements of the HIPAA Security Rule; n) Report to Covered Entity any security incident (as defined by the HIPAA Security Rule) of which Emergicon becomes aware, and the steps it has taken to mitigate any potential security compromise that may have occurred, and provide a report to the Provider of any loss of data or other information system compromise as a result of the incident; o) Notify the Provider of a breach of unsecured PHI following Emergicon's discovery of a breach without unreasonable delay and in no case later than 60 calendar days after discovery, and provide to the Provider: (a) the identification of each individual whose unsecured PHI has been, or is reasonably believed by Emergicon to have been, accessed, acquired, used, or disclosed during the breach; and (b) any other available information that Emergicon is required to include in notification to affected individuals; P) Secure all PHI in accordance with the technologies and methodologies specified by guidance from the Secretary of HHS, issued pursuant to the HITECH Act; and EMERGICON SERVICE AGREEMENT Page 6 q) Assist the Provider in complying with its Red Flag 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 the Provider'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 the Provider agrees to implement reasonable policies and procedures designed to detect, prevent, and mitigate the risk of identity theft; and (d) alerting the Provider 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 the Provider of any threat of identity theft as a result of the incident. 6.02 HIPAA Disclosures. The specific uses and disclosures of PHI that may be made by Emergicon on behalf of Provider include: a) The preparation of invoices to patients, carriers, insurers and others responsible for payment or reimbursement of the services provided by Provider to its patients; b) Preparation of reminder notices and documents pertaining to collections of overdue Accounts; C) The submission of supporting documentation to carriers, insurers and other payers to substantiate the health care services provided by Provider to its patients or to appeal denials of payments for same; d) The preparation and release of medical records to patients or their legal representatives as permitted by HIPPA privacy and security rules and the HITECH Act; e) Uses required for the proper management of Emergicon as a business associate; and f) Other uses or disclosures of PHI as permitted by HIPAA privacy and security rules. 6.03 HIPAA Breach Provisions. Notwithstanding any other provisions of this Agreement, 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 parry'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 were unsuccessful, either terminate the Agreement (if feasible), or if termination is infeasible, report the problem to the Secretary of the Department of Health and Human Services. ARTICLE SEVEN MISCELLANEOUS 7.01 No Waiver. The failure of either party to insist upon strict performance or waiver of any provision of this Agreement shall not be construed as a waiver of any subsequent breach of the same or similar nature. EMERGICON SERVICE AGREEMENT Page 7 7.02 Provisions Construed Separately. The parties agree that each provision of this Agreement shall be construed as separable and divisible from every other provision and that the enforceability of any one provision shall not limit the enforceability, in whole or in part, of any other provision hereof. In the event that a court of competent jurisdiction determines that any term or provision herein shall be invalid or unenforceable, the remaining terms and provisions of this Agreement shall not be affected thereby, and shall be interpreted as if the invalid term or provision were not a part hereof. 7.03 Final Agreement. This Agreement sets forth the entire, final and complete understanding between the parties hereto relevant to the subject matter of this Agreement. No waiver or modification of any of the terms or conditions of this Agreement shall be effective unless in writing and signed on behalf of both parties. 7.04 Performance of Agreement, Venue; Choice of Law. Provider understands and agrees that Emergicon will be performing this contract in Dallas County, Texas. The venue for any disputes or causes of action that may arise out of this Agreement is the state and county courts located in Dallas County, Texas. The provisions of this Agreement shall be determined in accordance with the laws of the State of Texas excluding the choice of law provisions thereof. 7.05 Headings. The headings of this Agreement are for ease of reference only and are not intended to limit or restrict the terms hereof. 7.06 Binding Nature of Agreement. This Agreement is binding upon the heirs, legal representatives, successors and assigns of the parties hereto. 7.07 Compliance with Laws Generally. Emergicon shall comply with all applicable laws, orders, rules, or regulations of all governmental agencies bearing on its performance hereunder. If so requested by Provider, Emergicon shall submit appropriate evidence of such compliance. 7.08 Independent Contractor. It is understood and agreed that Emergicon is an independent contractor. Nothing herein contained shall be construed to create any partnership, joint venture, or joint enterprise between the parties. 7.09 Non -Profit Status Determination Letter. If Provider is a not-for-profit entity, Provider shall provide a duplicate of its letter determining its not-for-profit status with the Internal Revenue Service. In providing such letter, Provider further represents and warrants to Emergicon that it has done every act necessary to maintain its not-for-profit status with the Internal Revenue Service and is not aware of any pending, threatened or actual revocation of its not-for-profit status. 7.10 Appendices. Emergicon and Provider may enter into various appendices to this Agreement from time to time and at any time regarding additional services. Such appendices shall be considered part of this Agreement as if set forth herein at length unless such appendix provides otherwise. EMERGICON SERVICE AGREEMENT Page 8 7.11 Assi nment. Neither party shall assign or otherwise transfer this Agreement, any interest in this Agreement, or any right or obligation hereunder to any other party without the written consent of the other party. 7.12 Attorneys' Fees. Should it become necessary for either party to employ an attorney to enforce any of the terms and conditions hereof, including the collection of fees, either party shall do so at their sole cost and expense. IN WITNESS WHEREOF, Emergicon and the Provider have executed this Agreement on the day of 20_ Name: Christopher Turner Title: President & CEO Name: Bruno Rumbelow Title: City Manager EMERGICON SERVICE AGREEMENT Page 9 RESOLUTION NO. �M S s coy Dy C�oz_Lee-ri n3 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF GRAPEVINE, TEXAS, AUTHORIZING THE CITY MANAGER OR THE CITY MANAGER'S DESIGNEE TO CONTRACT FOR EMERGENCY MEDICAL SERVICES SECONDARY COLLECTION SERVICES THROUGH AN ESTABLISHED INTERLOCAL PARTICIPATION AGREEMENT AND PROVIDING AN EFFECTIVE DATE WHEREAS, the City of Grapevine, Texas is a local government in the State of Texas and as such is empowered by the Texas Local Government Code, Section 271.102 to enter into a cooperative purchasing program agreement with other qualified entities in the State of Texas; and WHEREAS, the City of Coppell, Texas is a qualified entity as authorized by Section 271.102 of the Texas Local Government Code; and WHEREAS, the City of Grapevine, Texas, has established an Interlocal Agreement with the City of Coppell, Texas and wishes to utilize a contract for EMS secondary collection services meeting all State of Texas bidding requirements; and WHEREAS, the City of Coppell, Texas has established a contract with Emergicon, Inc. contract number #0108 for EMS Billing and Collection Services; and WHEREAS, the City of Grapevine, Texas has a need to contract for a secondary collection service; and WHEREAS, all legal prerequisites for the adoption of this resolution have been met, including but not limited to the Local Government Code and the Open Meetings Act; and WHEREAS, the City Council hereby declares that the approval of this resolution is in the best interests of the health, safety, and welfare of the public. NOW, O•;COUNCIL GRAPEVINE, TEXAS: Section 1. That all matters stated in the above preamble are true and correct and are incorporated herein as if copied in their entirety. Section 2. That the City Council of the City of Grapevine authorizes a contract with Emergicon, Inc. for EMS secondary collection services with two optional one-year renewals through an Interlocal Cooperative Purchasing Agreement with the City of Coppell, Texas in an annual estimated budgeted amount of $20,000.00. Section 3. That the City Manager or his designee is authorized to take all steps necessary to consummate the contract for these services. Section 4. That this resolution shall take effect from and after the date of its passage. PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF GRAPEVINE, TEXAS on this the 16th day of December, 2014. ATTEST: RES. NO. 2