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7ROM: BRUNO RUMBELOW, CITY MANAGER
SUBJECT: PROFESSIONAL SERVICES CONTRACT TO PROCESS
APPLICATION QUALIFYING THE CITY FOR STATE FUNDS
FOR UNINSURED PATIENTS
City Council to consider a professional services contract with PST Services, Inc., a
division of the McKesson Group, to qualify the City for the Texas Ambulance
Supplemental Payment Program.
Funds are budgeted in account 100-44540-210-1 (Professional Services/Fire
Administration) in an annual estimated amount of $5,500.00.
In 2007, the City outsourced the EMS billing and collection services to a third party
provider. Currently, the City is reimbursed for treatment of Medicaid patients at a set
rate that does not recover costs incurred for service delivery. The Grapevine Fire
Department is contracting with the McKesson Group to qualify the City for the Texas
Ambulance Supplemental Payment Program (TASPP). This program is administered by
the Texas Health and Human Services Commission and assists EMS providers with
offsetting losses incurred when treating and transporting Medicaid beneficiaries and
uninsured patients. This supplemental payment program is outside of the existing billing
company and is approved by both state and federal entities.
The Finance, Purchasing and Fire Department staff reviewed the contract for
specification compliance and determined that this contract would provide the best
service and pricing for meeting the needs of the City.
Staff recommends approval.
12/11/2014 (3:53:08 PM)
PRIVILEGED AND CONFIDENTIAL
Client Name: City of Grapevine, TX
BUSINESS SUPPORT SERVICES AGREEMENT
This Business Support Services Agreement ("Agreement') is effective as of the last date
in the signature block below (the "Effective Date"), by and between PST Services, Inc., a
Georgia corporation, whose mailing address is 5995 Windward Parkway, Alpharetta, Georgia
30005 ("PST"), and the City of Grapevine, TX, whose mailing address is 601 Boyd Drive,
Grapevine, TX 76051 ("Client").
RECITALS
Client operates an Emergency Medical Services Squad ("EMS Squad") that provides
professional ambulance services. PST is in the business of providing business support services
to EMS Squads, provider networks, hospitals, physician groups and other healthcare providers.
Client desires to retain PST to provide business support services required by Client in accordance
with the terms of this Agreement.
STATEMENT OF AGREEMENT
In consideration of the promises and mutual covenants contained herein and other
valuable consideration, the receipt, adequacy and legal sufficiency of which is hereby
acknowledged, the parties hereto, intending to be legally bound, now agree as follows:
Article 1— Obligations of PST.
Section I.I. Services. Client retains PST to provide the services set forth in Exhibits Al
attached, as applicable, (collectively, the "Services") to Client. Client agrees that PST is
specifically authorized to engage PST Group or one or more of its subsidiaries to perform the
Services hereunder at no additional cost to Client.
Section 1.2. Liabilities. PST is not responsible for any Client expenses or liabilities except as
specifically provided for in this Agreement. Client is responsible for paying all expenses and
liabilities relating to Client.
Section 1.3. Authority. Client grants PST the authority and power to carry out its obligations
under this Agreement. PST shall provide the Services in accordance with applicable legal and
regulatory requirements throughout the term of this Agreement.
Section 1.4. Limitations. PST shall employ or retain such personnel/employees as it deems
necessary to perform the Services. Client recognizes that the Services provided by such
personnel/employees may be part-time in nature and that the personnel/employees serving in
these capacities may serve in other capacities as well. PST may propose that certain titles be
conferred upon the employees in performing the duties under this Agreement. PST retains the
right to replace any personnel/employee who is performing Services hereunder with another
person without causing a breach or termination of this Agreement. PST may subcontract certain
Services to support its provision of the Services under this Agreement, including but not limited
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PRIVILEGED AND CONFIDENTIAL Client Name: City of Grapevine, TX
to electronic data interchange and printing of statements, without Client's approval. Client shall
receive advanced written notice in the event PST subcontracts out the billing and reimbursement
management Services.
Article 2 - Obligations of Client.
Section 2.1. Agent. Client appoints PST as its lawful attorney-in-fact solely for the purpose of
carrying out PST's obligations set forth in this Agreement. Notwithstanding anything to the
contrary herein, the parties understand, acknowledge, and agree that neither PST nor any affiliate
or agent of PST has the ability to (a) receive payments of benefits assigned to Client directly
from any payor pursuant to a power-of-attorney (as defined in Section 3060.10(A) of Medicare
Carrier's Manual) or any other arrangement, or (b) transfer any payment of benefits assigned to
Client to PST, its affiliates, or agents without the payment first passing through the Client's
control.
Section 2.2. Professional Services. Notwithstanding the authority granted to PST herein, Client
shall retain the authority to render Emergency Medical Services ("EMS") and direct the medical
and ethical aspects of Client's EMS practices and shall retain control of all business affairs that
may not legally be carried on by persons other than those duly licensed to practice medicine or
surgery in the state or states where such persons practice. Furthermore, the parties acknowledge
that only Client may render EMS to its patients through its employees and contractors who are
duly licensed or otherwise legally authorized to render professional EMS within the state or
states in which such persons practice. PST agrees that it shall not act pursuant to this Agreement
in a manner that interferes with the professional judgment of Client's EMS personnel.
Article 3 - Mutual Obligations.
Section 3.1. Cooperation. Client's EMS personnel shall execute all documents and take all
actions necessary to allow PST to perform its duties under this Agreement.
Section 3.2. Business Associate. In compliance with their respective legal duties regarding the
privacy and security of protected health information, PST and Client agree to the obligations set
forth in Exhibit C attached hereto.
Article 4 — Compensation.
Section 4.1. Service Fees. Client shall pay PST service fees as set forth in Exhibit B, attached
hereto, for the Services provided in accordance with this Agreement.
Section 4.2. Reimbursement. Client shall reimburse PST for any additional expenses that
PST incurs in connection with this Agreement when explicitly approved in an authorized
writing in advance.
Section 4.3. Payment.
Section 4.3.1. Monthly Invoice. PST shall provide Client with an annual invoice indicating
the total amounts collected and paid into Client's depository account in the previous year and
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PRIVILEGED AND CONFIDENTIAL Client Name: City of Grapevine, TX
the amount of service fees due to PST based on the actual amounts collected. Client shall
pay the service fee to PST within thirty (30) days from the date of receipt of the
invoice.
Section 4.3.2. Disputed Amounts or Invoices. Client agrees to notify PST of any disagreement
with respect to billing within thirty (30) days of receiving the monthly invoice. If Client and
PST are unable to resolve the dispute before the date the service fees are due to PST, Client
shall forward to PST the undisputed amount and the disputed amount shall be placed by
Client into an escrow account until the dispute is resolved. If the parties are unable to
resolve the dispute within sixty (60) days from the date the service fees are due to PST, PST
may suspend its obligations hereunder upon thirty (30) days written notice to Client.
Article 5 — Term.
Section 5.1. Term. The initial term of this Agreement shall commence on November 1,
2014 and shall terminate thirty-six (36) months thereafter. Unless earlier terminated as
provided for in this Agreement, the term of this Agreement shall automatically extend
for up to five (5) additional one (1) year terms, unless either party delivers to the other
party, not less than thirty (30) days prior to the expiration of the preceding term, written
notice of that party's intent not to extend the term of this Agreement.
Article 6 — Termination.
Section 6.1. Termination. PST or Client may terminate this Agreement after timely notice to the
other party, if the other party: (a) materially breaches this Agreement and fails to remedy, or fails
to commence reasonable efforts to remedy, such breach within 60 days after receiving notice of
the breach from the terminating party, (b) infringes the terminating party's intellectual property
rights and fails to remedy, or fails to commence reasonable efforts to remedy, such breach within
ten days after receiving notice of the breach from the terminating party, (c) materially breaches
this Agreement in a manner that cannot be remedied, or (d) commences dissolution proceedings
or ceases to operate in the ordinary course of business. In the event that PST is permitted to
terminate this Agreement, PST may, at its sole option, elect to terminate any combination of
other then -effective agreement with Client. Except as otherwise provided above, termination of
this Agreement will not affect the parties' rights and obligations under any other agreement
executed by the parties prior or subsequent to such termination, and all such other agreements
will remain in full force and effect unless and until their respective expiration or termination in
accordance with their contractual terms.
Section 6.2. Effect of Termination. In the event of termination of this Agreement in
accordance with Section 6 or non -renewal, all rights, duties and obligations of both parties
shall cease effect as of the date of termination, except as otherwise provided in this Section
6.2. Within ten (10) business days following termination, PST will deliver to Client a copy
of the most current file backup in a printed and/or electronic media copy as agreed upon
in writing by both parties, after payment of all outstanding invoices by Client.
Client shall be responsible for the programming, debugging, testing, computer
operations, and alternative media costs if a file is requested in a format other than the
industry standard formats (i.e. ASCI or comma delimited). Client shall also be
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PRIVILEGED AND CONFIDENTIAL Client Name: City of Grapevine, TX
responsible for the shipping cost of Client's billing records in PST's possession after
termination that are forwarded to any destination other than Client's address.
Furthermore, following the termination of this Agreement and the expiration of
the Post- Termination Period, the parties shall remain bound by the restrictions set forth
in Section 7.
Section 7 - Relationship of Parties.
Section 7.1. Independent Contractor. Each party is an independent contractor of the other party.
This Agreement will not be construed as constituting a relationship of employment, agency,
partnership, joint venture or any other form of legal association. Neither party has any power to
bind the other party or to assume or to create any obligation or responsibility on behalf of the
other party or in the other party's name.
Section 7.2. Warranties. PST warrants it will perform all Services in accordance with
reasonable industry practices. The provisions of this Agreement are intended to state all of the
rights and responsibilities between PST and Client, and they take the place of and supersede all
warranties, express or implied whether of merchantability, fitness or otherwise. With the
exception of the above warranty, PST makes and Client receives no warranty, express or
implied. All warranties of merchantability and fitness for a particular purpose are hereby
expressly excluded.
Section 7.3. Computer Systems. All programs, documentation, specifications, tapes, instruction
manuals and similar material developed or used by PST in connection with this Agreement
(collectively, "Com up ter Systems") are and shall remain the sole and exclusive property of PST.
Nothing in this Agreement shall be construed as a license or transfer of such Computer Systems
to Client. Upon termination of this Agreement for any reason, PST shall have the right to retain
all such Computer Systems and Client shall, upon the request of PST, deliver all such Computer
Systems in its possession to PST. PST shall use commercially reasonable efforts to cooperate in
supplying source data to Client in the event Client transfers its business support function to
another contractor.
Section 7.4. Confidentiality.
7.4.1. Use and Disclosure of Confidential Information. Each party may disclose to the
other party Confidential Information. Except as expressly permitted by this Agreement,
neither party will: (a) disclose the other party's Confidential Information except (i) to its
employees or contractors who have a need to know and are bound by confidentiality terms no
less restrictive than those contained in this Section 7.4., or (ii) to the extent required by law
following prompt notice of such obligation to the other party, or (b) use the other party's
Confidential Information for any purpose other than performing its obligations under this
Agreement. Each party will use all reasonable care in handling and securing the other party's
Confidential Information and will employ all security measures used for its own proprietary
information of similar nature. Following the termination of this Agreement, each party will,
upon written request, return or destroy all of the other party's tangible Confidential
Information in its possession and will promptly certify in writing to the other party that it has
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PRIVILEGED AND CONFIDENTIAL
done so.
Client Name: City of Grapevine, TX
7.4.2. Period of Confidentiality. The restrictions on use, disclosure and reproduction of
Confidential Information set forth in Section 7.4 will, with respect to Confidential
Information that constitutes a "trade secret" (as that term is defined under applicable law), be
perpetual, and will, with respect to other Confidential Information, remain in full force and
effect during the term of this Agreement and for three years following the termination of this
Agreement.
7.4.3. Injunctive Relief. The parties agree that the breach, or threatened breach, of any
provision of this Section 7.4 may cause irreparable harm without adequate remedy at law.
Upon any such breach or threatened breach, a party will be entitled to injunctive relief to
prevent the other party from commencing or continuing any action constituting such breach,
without having to post a bond or other security and without having to prove the inadequacy
of other available remedies. Nothing in this Section 7.4.3 will limit any other remedy
available to either party.
7.4.4. Retained Rights. Client's rights in the Services will be limited to those expressly
granted in this Agreement. PST and its suppliers reserve all intellectual property rights not
expressly granted to Client. All changes, modifications, improvements or new modules made
or developed with regard to the Services, whether or not (a) made or developed at Client's
request, (b) made or developed in cooperation with Client, or (c) made or developed by
Client, will be solely owned by PST or its suppliers. PST retains title to all material,
originated or prepared for the Client under this Agreement. Client is granted a license to use
such materials in accordance with this Agreement.
Section 7.5. Covenant not to Employ. During the term of the Agreement, and until the two year
anniversary date of the effective date of termination of this Agreement, Client covenants and
agrees it will not, without the advance written consent of PST, directly or indirectly, (i) induce or
attempt to induce any PST employee to terminate employment with PST; (ii) hire or participate
in the hiring or interviewing of any PST employee; (iii) provide names or other information
about any PST employee for the purpose of assisting others to hire such employee; nor (iv)
provide Confidential Information to a PST employee about PST or any entity affiliated with PST
for the purpose of assisting that PST employee in finding employment with such entity for EMS
billing services. For purposes of this paragraph, a PST employee means any person who is a
current PST employee or was employed by PST within one (1) year of the date of any action that
alleges a violation of this Section 7.5.
Section 7.6. Records. If required by Section 952 of the Omnibus Reconciliation Act of 1980, 42
U.S.C. Section 1395x(I)(i)(ii), for a period of four years after the Services are furnished, the
parties agree that they, and each subcontractor who provides Services under this Agreement, will
make available, upon the written request of the Secretary of Health and Human Services, the
Comptroller General, or their representatives, this Agreement and such books, documents, and
records as may be necessary to verify the nature and extent of any combination of Services and
Products with an aggregate value or cost of $10,000 or more over a twelve month period.
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PRIVILEGED AND CONFIDENTIAL Client Name: City of Grapevine, TX
Section 7.7. Limitation of Liability. CLIENT AGREES THAT PST SHALL NOT BE LIABLE
FOR ANY CLAIMS OR DAMAGES CAUSED IN WHOLE OR IN PART BY FACTORS
NOT WITHIN THE DIRECT CONTROL OF PST, INCLUDING BUT NOT LIMITED TO
THE FAILURE OF THIRD PARTY SERVICE PROVIDERS TO ADEQUATELY PROVIDE
THE SERVICES. PST SHALL HAVE NO LIABILITY TO CLIENT OR ANY THIRD
PARTY FOR SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR INCIDENTAL
DAMAGES OR FOR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE
OR PROFITS, ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS
AGREEMENT, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN
THIS AGREEMENT, IN NO EVENT SHALL PST BE LIABLE IN THE AGGREGATE FOR
ANY CLAIMS OR DAMAGES IN AN AMOUNT EXCEEDING THE AMOUNTS PAID BY
CLIENT FOR SERVICES HEREUNDER DURING THE ONE (1) MONTH IMMEDIATELY
PRECEDING SUCH CLAIM OR DAMAGES.
Section 7.8. Exclusivitv. During the term of this Agreement Client shall not directly or
indirectly contact an entity or person for the purpose of soliciting such entity or person to
enter into a contract or arrange to receive any of the Services as set forth in this
Agreement or any services substantially similar to the Services from any entity or person
other than PST unless agreed upon in writing by PST, except that Client shall be entitled
to solicit bids from other suppliers of Services within 180 days of expiration of any term
of this Agreement. This section does not apply to primary billing for EMS services or for
debt collection services for invoices that have been written off.
Section 8 — Miscellaneous.
Section 8.1. Notices. All notices relating to the parties' legal rights and remedies under this
Agreement will be provided in writing and will reference this Agreement. Such notices will be
deemed given if sent by: (a) postage prepaid registered or certified U.S. Post mail, then five
working days after sending; or (b) commercial courier, then at the time of receipt confirmed by
the recipient to the courier on delivery. All notices to Client will be sent to its address set forth
on the cover page hereto, or to such other address as may be designated by Client by notice to
PST.
Section 8.2. Force Majeure. Except as otherwise provided, neither party will be responsible for
or in breach due to delays or failures to perform resulting either directly or indirectly from any
cause beyond the control of the delaying or non-performing party, including but not limited to,
acts of God, fires, floods, strikes, lockouts, labor controversies (beyond the control of the
delaying or non-performing party), civil disturbances, acts of war, governmental restrictions,
shortages or inability to obtain adequate supplies or transportation or transmission facilities
(beyond the control of the delaying or non-performing party), or other similar circumstances. In
the event of delay in performance due to any such cause, the time for performance will be
extended for a period of time reasonably necessary to overcome the effect of such delay.
Section 8.3. Conflicts. The provisions of this Agreement shall govern when there is any conflict
with the provisions of any purchase order or other document of Client relating to the Services.
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PRIVILEGED AND CONFIDENTIAL Client Name: City of Grapevine, TX
Section 8.4. Governing Law. This Agreement, and all rights and obligations of the parties
hereunder, shall be construed and governed by the laws of the State of Texas, without regard
to its conflicts of laws provisions.
Section 8.5. Severability. If any part of a provision of this Agreement is found illegal or
unenforceable, it will be enforced to the maximum extent permissible, and the legality and
enforceability of the remainder of that provision and all other provisions of this Agreement and
will not be affected.
Section 8.6. Descriptive Headings and Subheadings. Both parties understand that the headings
and subheadings used in this Agreement are for descriptive and/or informational purposes only.
Section 8.7. Waiver. No consent or waiver, whether expressed or implied, by either party to or
of any breach under this Agreement shall be construed as a consent or waiver to or of any breach
of the same or any other obligation.
Section 8.8. Final Understanding and Modifications. This Agreement represents the entire and
integrated agreement of the parties, and supersedes all prior negotiations, representations, and/or
agreements, whether written or oral.
Section 8.9. Assignment and Subcontracts. Client may assign this Agreement with at least 60
days' prior written notice to PST, so long as Client remains secondarily liable for any and all
executory obligations under this Agreement. PST may, upon notice to Client, assign this
Agreement to any PST affiliate for any reason, or to any other entity as the result of a transfer of
all or substantially all of PST's assets or capital stock or of any other corporate reorganization.
PST may subcontract its obligations under this Agreement.
Section 8.10. Amendments; Waiver. This Agreement may not be modified, nor shall any
provision hereof be waived or amended, except by written addendum to this Agreement, duly
signed by authorized representatives of the parties.
Section 8.11. No Third Party Beneficiaries. Nothing express or implied in this Agreement is
intended to confer, nor shall anything herein confer, upon any person other than the parties and
the respective successors or assigns of the parties, any rights, remedies, obligations or liabilities
whatsoever.
Section 8.12. Compliance with Law. The obligations of PST pursuant to *iis Agreement shall
be subject to any limitations or restrictions which may be imposed by law or regulation, and PST
may suspend any or all obligations hereunder in the event that it reasonably determines, upon
advice of counsel, that the performance of any obligation pursuant to this Agreement may
contravene applicable law or regulation, the effect of which would be to have a material adverse
effect on the business, financial condition, or operations of PST or any subsidiary or affiliate of
PST Group.
Section 8.13. Material Changes; Periodic Review. Notwithstanding anything to the contrary in
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PRIVILEGED AND CONFIDENTIAL
Client Name: City of Grapevine, TX
this Agreement, in the event (i) a significant change or amendment to any regulation, law, policy
or procedure, (ii) any legal or ethical rule or regulation is promulgated or modified, or (iii) any
administrative ruling or judicial interpretation is issued or modified that prohibits any act or
course of conduct contemplated by this Agreement, or which materially and adversely affects the
ability of PST to provide Services hereunder or imposes onerous financial or other burdens on
PST's provision of Services hereunder, an amendment or modification to this Agreement shall be
negotiated in good faith. To the maximum extent possible, any such amendment shall preserve
the underlying economic and financial arrangements between Client and PST.
Section 8.14. Agreement Construction. This Agreement shall not be presumptively construed
for or against either parry. The parties may execute this Agreement in one or more counterparts,
each of which will be deemed an original and one and the same instrument.
[remainder of page intentionally left blank]
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PRIVILEGED AND CONFIDENTIAL
Client Name: City of Grapevine, TX
IN WITNESS WHEREOF the parties hereto have caused this Business Support Services
Agreement to be executed by their respective duly authorized representatives on the date first
above written.
PST Services, Inc.
Address:
5995 Windward Parkway
Alpharetta, Georgia 30005
City of Grapevine, TX
Address:
Signed
Signed
Name
Name
Title
Title
Date
Date
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PRIVILEGED AND CONFIDENTIAL Client Name: City of Grapevine, TX
BUSINESS SUPPORT SERVICES AGREEMENT
EXHIBIT A-1
SUPPLEMENTAL PAYMENT RECOVERY ASSISTANCE SERVICES
1. Description of Services.
As part of the PST's Supplemental Payment Assistance Services, P S T's responsibilities under
this Agreement will include:
(a) Advising and assisting Client with enrolling in the Texas Medicaid Supplemental Payment
Program (TASPP);
(b) Managing the program applications and required cost reports for Client in accordance
with the TASPP;
(d) Managing the TASPP pre -cost report submittal process for Client, which may also
include:
-Developing and submitting the Provider Approval materials to the Texas Health and
Human Services Commission ("HHSC") on behalf of Client;
-Receiving the Provider Approval from HHSC for Client's participation in the
TASPP,
• Developing and submitting the Cost Allocation Model and Report to HHSC on behalf
of Client for review as part of the TASPP;
-Changing and finalizing the Cost Allocation Model during HHSC's review of the Cost
Allocation Model and Report, to meet HHSC's requirements to move forward with the
cost report submittal.
(e) Assisting Client in developing cost models for EMS transports for submission to TASPP;
(f) Assisting Client with submitting other annual reports as my required by the TASPP.
(g) Ensuring that cost report preparer(s) engaged on behalf of Client by PST are
certified in accordance with all applicable rules, laws and regulations.
(h) Ensuring that it utilizes separate staff for all billing and cost report preparation services
provided to Client.
2. Client Responsibilities.
Client acknowledges and understands that inaccurate or false data submissions, even
advertent ones, can lead to a false claim charge or Medicaid program exclusion.
Therefore, Client agrees that it will use best efforts to:
(a) Ensure the accuracy of all cost report data provided by Client to PST and provide
written certification of the accuracy of such data to PST and all applicable
governmental agencies;
(b) Make its internal practices, books and records relating to all cost report data provided to
PST by Client available to PST to ensure the accuracy of all such data;
(c) Comply with PST policies and procedures for the documentation of all cost report data as
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PRIVILEGED AND CONFIDENTIAL
Client Name: City of Grapevine, TX
established and provided to Client by PST from time to time; and
(d) Provide PST with the following as part of Client's request for participation in the TASPP:
• An organizational chart of Client's agency;
• An organizational chart of Client's ambulance department;
• Identification of the specific geographic service area covered by Client's ambulance
department;
• Copies of job descriptions for all staff employed within Client's ambulance department and an
estimated percentage of time spent working for Client's ambulance department and for other
departments of Client's agency;
• Primary contact person for Client's agency; and
• A signed letter documenting the governmental provider's voluntary contribution of non-federal
funds.
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PRIVILEGED AND CONFIDENTIAL
Client Name: City of Grapevine, TX
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FEES/COSTS
1. For Supplemental Payment Recovery Assistance Services rendered under Exhibit A-1 ,
Client will pay PST a service fee equal to 10% of the Supplemental Payments recovered
by PST on behalf of Client, in accordance with Section 4 of the Agreement.
Supplemental Payments shall include any payments for ambulance services, including all
nonemergency and emergency patient transports that are reimbursed by Texas Medicaid
to Client. In addition to the 10% service fee due by Client to PST under this Exhibit B,
Client will pay PST a one-time, upfront fee of $5,500.00 ("Setup Fee") for completion of
the pre -cost report submittal requirements necessary for Client's participation in the Texas
Ambulance Supplemental Payment Program. The Setup Fee will be due upon Client's
execution of this Agreement. Client acknowledges and agrees that PST shall be entitled to
receive service fees for Services provided by PST under this Agreement even after
expiration or earlier termination of this Agreement provided that PST provided such
services on or before the date of expiration or termination of this Agreement.
2. All service fees are exclusive of all federal, state and local taxes, including sales
taxes, assessed on or due in respect of any Services performed by PST under the
Agreement, for which taxes Client shall be solely responsible. Client shall reimburse
PST for all those costs and expenses of Client paid by PST or any subsidiary or
affiliate of PST on behalf of Client in connection with the provision of Services
hereunder, provided that PST shall first attempt to obtain any exemption available due to
Client's being a tax-exempt organization. Client w i 11 assist P S T i n obtaining any
such exemption.
3. All service fees are exclusive of all federal, state and local taxes, including sales taxes,
assessed on or due in respect of any Services performed by PST under the Agreement, for
which taxes Client shall be solely responsible. Client shall reimburse PST for all those costs
and expenses of Client paid by PST or any subsidiary or affiliate of PST Group on behalf of
Client in connection with the provision of Services hereunder.
4. There will be a charge to the Client for requests, including but not limited to, requests
for special programming and non-standard reports. The cost for such
r e q u e s t s w i 11 b e determined on an individual basis and shall be reimbursed in
accordance with Section 4.2 of the Agreement. Any request from the Client that may
result in charges must be made in writing.
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PRIVILEGED AND CONFIDENTIAL Client Name: City of Grapevine, TX
EXHIBIT C
BUSINESS ASSOCIATE ADDENDUM ("BAA")
SECTION l: DEFINITIONS
"Breach" will have the same meaning given to such term in 45 C.F.R. § 164.402.
"Designated Record Set" will have the same meaning as the term "designated record
set" in 45 C.F.R. § 164.501.
"Electronic Protected Health Information" or "Electronic PHI" will have the
meaning given to such term under the Privacy Rule and the Security Rule, including, but not
limited to, 45 C.F.R. § 160.103, as applied to the information that PST creates, receives,
maintains or transmits from or on behalf of Client.
"Individual" will have the same meaning as the term "individual" in 45 C.F.R. §
160.103 and will include a person who qualifies as a personal representative in accordance with
45 C.F.R. § 164.502(g).
"Privacy Rule" will mean the Standards for Privacy of Individually Identifiable Health
Information at 45 C.F.R. Part 160 and Part 164, Subparts A and E.
"Protected Health Information" or "PHI" will have the same meaning as the term
"protected health information" in 45 C.F.R. § 160.103, as applied to the information created,
received, maintained or transmitted by PST from or on behalf of Client.
"Required by Law" will have the same meaning as the term "required by law" in 45
C.F.R. § 164.103.
"Secretary" will mean the Secretary of the Department of Health and Human Services or
his or her designee.
"Security Incident" will have the meaning given to such term in 45 C.F.R. § 164.304.
"Security Rule" will mean the Security Standards at 45 C.F.R. Part 160 and Part 164,
Subparts A and C.
"Unsecured PHI" will have the same meaning given to such term under 45 C.F.R. §
164.402, and guidance promulgated thereunder.
Capitalized Terms. Capitalized terms used in this Addendum and not otherwise defined
herein will have the meanings set forth in the Privacy Rule, the Security Rule, and the HIPAA
Final Rule, which definitions are incorporated in this Addendum by reference.
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PRIVILEGED AND CONFIDENTIAL
Client Name: City of Grapevine, TX
2.1 Uses and Disclosures of PHI Pursuant to the Underlying Agreement. Except as otherwise
limited in this Addendum, PST may use or disclose PHI to perform functions, activities or
services for, or on behalf of, Client as specified in an existing written agreement (the
"Underlying Agreement"), provided that such use or disclosure would not violate the Privacy
Rule if done by Client.
2.2 Permitted Uses of PHI by PST. Except as otherwise limited in this Addendum, PST may
use PHI for the proper management and administration of PST or to carry out the legal
responsibilities of PST.
2.3 Permitted Disclosures of PHI by PST. Except as otherwise limited in this Addendum,
PST may disclose PHI for the proper management and administration of PST, provided that the
disclosures are Required by Law, or PST obtains reasonable assurances from the person to whom
the information is disclosed that it will remain confidential and will be used or further disclosed
only as Required by Law or for the purpose for which it was disclosed to the person (which
purpose must be consistent with the limitations imposed upon PST pursuant to this Addendum),
and that the person agrees to notify PST of any instances of which it is aware in which the
confidentiality of the information has been breached. PST may disclose PHI to report violations
of law to appropriate federal and state authorities, consistent with 45 C.F.R. § 164.5020)(1).
2.4 Data Aggre ation. Except as otherwise limited in this Addendum, PST may use PHI to
provide Data Aggregation services for the Health Care Operations of the Client as permitted by
45 C.F.R. § 164.504(e)(2)(i)(B).
2.5 De -identified Data. PST may de -identify PHI in accordance with the standards set forth
in 45 C.F.R. § 164.514(b) and may use or disclose such de -identified data unless prohibited by
applicable law.
3.1 Appropriate Safeguards. PST will use appropriate safeguards and will, after the
compliance date of the HIPAA Final Rule, comply with the Security Rule with respect to
Electronic PHI, to prevent use or disclosure of such information other than as provided for by the
Underlying Agreement and this Addendum. Except as expressly provided in the Underlying
Agreement or this Addendum, PST will not assume any obligations of Client under the Privacy
Rule. To the extent that PST is to carry out any of Client's obligations under the Privacy Rule as
expressly provided in the Underlying Agreement or this Addendum, PST will comply with the
requirements of the Privacy Rule that apply to Client in the performance of such obligations.
3.2 Reporting of Improper Use or Disclosure Security Incident or Breach. PST will report to
Client any use or disclosure of PHI not permitted under this Addendum, Breach of Unsecured
PHI or any Security Incident, without unreasonable delay, and in any event no more than thirty
(30) days following discovery; provided, however, that the Parties acknowledge and agree that
this Section constitutes notice by PST to Client of the ongoing existence and occurrence of
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PRIVILEGED AND CONFIDENTIAL Client Name: City of Grapevine, TX
attempted but Unsuccessful Security Incidents (as defined below). "Unsuccessful Security
Incidents" will include, but not be limited to, pings and other broadcast attacks on PST's
firewall, port scans, unsuccessful log -on attempts, denials of service and any combination of the
above, so long as no such incident results in unauthorized access, use or disclosure of PHI.
PST's notification to Client of a Breach will include: (i) the identification of each individual
whose Unsecured PHI has been, or is reasonably believed by PST to have been, accessed,
acquired or disclosed during the Breach; and (ii) any particulars regarding the Breach that Client
would need to include in its notification, as such particulars are identified in 45 C.F.R. §
164.404.
3.3 PST's Agents. In accordance with 45 C.F.R. § 164.502(e)(1)(ii) and 45 C.F.R. §
164.308(b)(2), as applicable, PST will enter into a written agreement with any agent or
subcontractor that creates, receives, maintains or transmits PHI on behalf of PST for services
provided to Client, providing that the agent agrees to restrictions and conditions that are
substantially similar to those that apply through this Addendum to PST with respect to such PHI.
3.4 Access to PHI. The Parties do not intend for PST to maintain any PHI in a Designated
Record Set for Client. To the extent PST possesses PHI in a Designated Record Set, PST agrees
to make such information available to Client pursuant to 45 C.F.R. § 164.524, within ten (10)
business days of PST's receipt of a written request from Client; provided, however, that PST is
not required to provide such access where the PHI contained in a Designated Record Set is
duplicative of the PHI contained in a Designated Record Set possessed by Client. If an
Individual makes a request for access pursuant to 45 C.F.R. § 164.524 directly to PST, or
inquires about his or her right to access, PST will either forward such request to Client or direct
the Individual to Client.
3.5 Amendment of PHI. The Parties do not intend for PST to maintain any PHI in a
Designated Record Set for Client. To the extent PST possesses PHI in a Designated Record Set,
PST agrees to make such information available to Client for amendment pursuant to 45 C.F.R. §
164.526 within twenty (20) business days of PST's receipt of a written request from Client. If an
Individual submits a written request for amendment pursuant to 45 C.F.R. § 164.526 directly to
PST, or inquires about his or her right to amendment, PST will either forward such request to
Client or direct the Individual to Client.
3.6 Documentation of Disclosures. PST agrees to document such disclosures of PHI and
information related to such disclosures as would be required for Client to respond to a request by
an Individual for an accounting of disclosures of PHI in accordance with 45 C.F.R. § 164.528.
PST will document, at a minimum, the following information ("Disclosure Information"): (a)
the date of the disclosure; (b) the name and, if known, the address of the recipient of the PHI; (c)
a brief description of the PHI disclosed; (d) the purpose of the disclosure that includes an
explanation of the basis for such disclosure; and (e) any additional information required under
the HITECH Act and any implementing regulations.
3.7 Accounting of Disclosures. PST agrees to provide to Client, within twenty (20) business
days of PST's receipt of a written request from Client, information collected in accordance with
Section 3.6 of this Addendum, to permit Client to respond to a request by an Individual for an
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PRIVILEGED AND CONFIDENTIAL Client Name: City of Grapevine, TX
accounting of disclosures of PHI in accordance with 45 C.F.R. § 164.528. If an Individual
submits a written request for an accounting of disclosures of PHI pursuant to 45 C.F.R. §
164.528 directly to PST, or inquires about his or her right to an accounting, PST will direct the
Individual to Client.
3.8 Governmental Access to Records. PST will make its internal practices, books and
records relating to the use and disclosure of PHI received from, or created or received by PST on
behalf of, Client available to the Secretary for purposes of the Secretary determining Client's
compliance with the Privacy Rule and the Security Rule.
3.9 Mitigation. To the extent practicable, PST will cooperate with Client's efforts to mitigate
a harmful effect that is known to PST of a use or disclosure of PHI by PST that is not permitted
by this Addendum.
3.10 Minimum Necessary. PST will request, use and disclose the minimum amount of PHI
necessary to accomplish the purpose of the request, use or disclosure, in accordance with 45
C.F.R. § 164.514(d), and any amendments thereto.
3.11 HIPAA Final Rule Applicability. PST acknowledges that enactment of the HITECH Act,
as implemented by the HIPAA Final Rule, amended certain provisions of HIPAA in ways that
now directly regulate, or will on future dates directly regulate, PST under the Privacy Rule and
Security Rule. PST agrees, as of the compliance date of the HIPAA Final Rule, to comply with
applicable requirements imposed under the HIPAA Final Rule, including any amendments
thereto.
4.1 Notice of Privacy Practices. Client will notify PST of any limitation(s) in its notice of
privacy practices in accordance with 45 C.F.R. § 164.520, to the extent that such limitation may
affect PST's use or disclosure of PHI. Client will provide such notice no later than fifteen (15)
days prior to the effective date of the limitation.
4.2 Notification of Changes Regarding Individual Permission. Client will obtain any consent
or authorization that may be required by the Privacy Rule, or applicable state law, prior to
furnishing PST with PHI. Client will notify PST of any changes in, or revocation of, permission
by an Individual to use or disclose PHI, to the extent that such changes may affect PST's use or
disclosure of PHI. Client will provide such notice no later than fifteen (15) days prior to the
effective date of the change.
4.3 Notification of Restrictions to Use or Disclosure of PHI. Client will notify PST of any
restriction to the use or disclosure of PHI that Client has agreed to in accordance with 45 C.F.R.
§ 164.522, to the extent that such restriction may affect PST's use or disclosure of PHI. Client
will provide such notice no later than fifteen (15) days prior to the effective date of the
restriction. If PST reasonably believes that any restriction agreed to by Client pursuant to this
Section may materially impair PST's ability to perform its obligations under the Underlying
Agreement or this Addendum, the Parties will mutually agree upon any necessary modification
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PRIVILEGED AND CONFIDENTIAL Client Name: City of Grapevine, TX
of PST's obligations under such agreements.
4.4 Permissible Requests b Com. Client will not request PST to use or disclose PHI in any
manner that would not be permissible under the Privacy Rule, the Security Rule or the HITECH
Act if done by Client, except as permitted pursuant to the provisions of Sections 2.2, 2.3, 2.4 and
2.5 of this Addendum.
5.1 Term. The term of this Addendum will commence as of the Effective Date, and will
terminate when all of the PHI provided by Client to PST, or created or received by PST on
behalf of Client, is destroyed or returned to Client. If it is infeasible to return or destroy PHI,
PST will extend the protections to such information, in accordance with Section 5.3.
5.2 Termination for Cause. Upon either Party's knowledge of a material breach by the other
Party of this Addendum, such Party may terminate this Addendum immediately if cure is not
possible. Otherwise, the non -breaching party will provide written notice to the breaching Party
detailing the nature of the breach and providing an opportunity to cure the breach within thirty
(30) business days. Upon the expiration of such thirty (30) day cure period, the non -breaching
Party may terminate this Addendum if the breaching party does not cure the breach or if cure is
not possible. If termination is not feasible, the non -breaching party may report the breach or
violation to the Secretary.
5.3 Effect of Termination.
5.3.1 Except as provided in Section 5.3.2, upon termination of the Underlying
Agreement or this Addendum for any reason, PST will return or destroy all PHI received from
Client, or created or received by PST on behalf of Client, at Client's expense, and will retain no
copies of the PHI. This provision will apply to PHI that is in the possession of subcontractors or
agents of PST.
5.3.2 If it is infeasible for PST to return or destroy the PHI upon termination of the
Underlying Agreement or this Addendum, PST will: (a) extend the protections of this Addendum
to such PHI and (b) limit further uses and disclosures of such PHI to those purposes that make
the return or destruction infeasible, for so long as PST maintains such PHI.
The Parties acknowledge that certain breaches or violations of this Addendum may result in
litigation or investigations pursued by federal or state governmental authorities of the United
States resulting in civil liability or criminal penalties. Each Party will cooperate in good faith in
all respects with the other Party in connection with any request by a federal or state
governmental authority for additional information and documents or any governmental
investigation, complaint, action or other inquiry.
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PRIVILEGED AND CONFIDENTIAL Client Name: City of Grapevine, TX
The respective rights and obligations of PST under Section 5.3 of this Addendum will survive
the termination of this Addendum and the Underlying Agreement.
This Addendum may be modified, or any rights under it waived, only by a written document
executed by the authorized representatives of both Parties. In addition, if any relevant provision
of the Privacy Rule, the Security Rule or the HIPAA Final Rule is amended in a manner that
changes the obligations of PST or Client that are embodied in terms of this Addendum, then the
Parties agree to negotiate in good faith appropriate non-financial terms or amendments to this
Addendum to give effect to such revised obligations.
SECTION 9: EFFECT OF ADDENDUM
In the event of any inconsistency between the provisions of this Addendum and the Underlying
Agreement, the provisions of this Addendum will control. In the event that a court or regulatory
agency with authority over PST or Client interprets the mandatory provisions of the Privacy
Rule, the Security Rule or the HIPAA Final Rule, in a way that is inconsistent with the
provisions of this Addendum, such interpretation will control. Where provisions of this
Addendum are different from those mandated in the Privacy Rule, the Security Rule, or the
HIPAA Final Rule, but are nonetheless permitted by such rules as interpreted by courts or
agencies, the provisions of this Addendum will control.
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