Loading...
HomeMy WebLinkAbout000550 Original ContractPROFESSIONAL SERVICES AGREEMENT RECITALS: City of Port Angeles Record tiall1110000550 This Professional Services Agreement "AGREEMENT is made and entered into this 1st day of January, 2013 by and between the, City of Port Angeles "City 102 East Fifth Street Port Angeles, WA 98362, and Systems Design West, LLC a Washington limited liability company having their principal place of business located at 19265 Powder Hill Place NE Poulsbo, Washington 98370 hereinafter referred to as the "Consultant Collectively the City and the Consultant shall be known as the "PARTIES (a) WHEREAS, the City and the Consultant desire to enter into a "Professional Services Agreement (b) NOW, THEREFORE, in consideration for the mutual obligations contained herein the City and the Consultant, each intending to be legally bound by this agreement, hereby mutually covenant and agree as follows: 1. SCOPE OF SERVICES. The Consultant shall provide to the City specific services related to the billing and payment processing of EMS patient transport services that are provided to the general public by the City. The following Scope of Services shall be incorporated into this contract as general services performed by the City and the Consultant under this agreement. 1.1 The City, with assistance from Consultant, shall apply for Provider Status or updated Status with Medicare, Medicaid, and all public and private insurances which will be billed as a part of this Scope of Services. The City shall assist the Consultant to obtain the necessary certifications, numbers and documentation needed for Consultant to provide the services identified in sections 1.2 and 1.3 below. The City agrees to furnish and assist the Consultant with the following: (a) The City agrees to provide a complete and legible "PCR" (Patient Care Report) to the Consultant including patient name, address and pertinent billing and insurance information from the field, including a copy of the patient signature for authorization of benefits and responsibility for payment, authorizing billing of Medicare, Medicaid and any insurance the patient is a subscriber to. The original patient signature must be maintained by the City and made available to the Consultant and /or insurance payers upon request. Each batch of PCRs sent to the Consultant for billing shall be accompanied by a Batch Log, wherein each transport is itemized and identified as to level of service and total amount billed by the City. The amounts to be billed will be determined by the City in the form of a resolution or ordinance to be incorporated into this agreement as an attachment exhibit. (b) The City agrees to furnish the Consultant with hospital ER forms (face /admit sheets) with demographic and insurance information attached to the PCR. Copies of any payments made directly to the City will be forwarded to the Consultant for accounting purposes in a timely manner. The City agrees to generate any refund checks due to overpayments identified by the Consultant directly to the payer to which the refund is due, based on detailed information provided by the Consultant. The City shall provide additional information as may be required by insurance companies or other agencies in order to facilitate the Consultant's obligations to the City. (c) The City agrees to furnish to the Consultant to be made part of this agreement as an attachment: resolutions pertaining to this Scope of Services; specific write off policies; collections procedures; rates and fees to be charged by the City and administered by Consultant as part of the Scope of Services performed under this agreement. 1.2 Upon receipt of the PCRs and Batch Log from the City, the Consultant shall: set up a patient account in Consultant's proprietary software application and create a patient record; perform all billing operations including follow up statements and any necessary rebilling of EMS patient transport services provided by the City to the subscriber's medical insurances, Medicare, Medicaid and any and all known secondary insurance providers; produce and forward CMS 1500 forms and /or electronic medical claims per payer's rules and regulations within the legal boundaries of all federal and state laws; produce and mail an initial invoice and subsequent statements to all private patient accounts on behalf of the City; file any applicable appeals to insurance payers and /or Medicare and Medicaid on behalf of the patient if necessary to pursue the claim. 1.3 The Consultant shall: receive at its facilities all payments (except those directly deposited into the City's account by insurances and Medicare /Medicaid via EFT) Explanations of Benefits and Electronic Remittance Advices; account for all payments; deposit all funds directly into the City's "deposit only" account; forward deposit information to the City within 24 hours of such deposit; initiate and forward refund information and adjustments made on behalf of the patient's account to the City. The Consultant shall provide to the City a minimum of four (4) standard reports each month including: a) Aged Accounts Receivable b) Month End Summary c) Annual Collection Statistics d) Transaction Journal. These reports will include information related to amounts billed, amounts collected and uncollected, insurance and Medicare /Medicaid allowable and disallowable. 1.4 The Consultant shall provide live customer service to City's patients via toll free phone numbers to answer patient billing questions Monday through Friday from 8:OOam through 6:00 pm, Pacific Standard Time (except Federal holidays). 1.5 The Consultant shall provide all labor, materials and equipment necessary to perform the work specified in the above scope of services. The Consultant shall provide to the City at no cost a copy of a proprietary Data Exchange software application to enable the City to Batch Value reports and transmit them electronically to the Consultant. 2. FEES, EXPENSES, PAYMENT. For and in consideration of the services provided by the Consultant identified above, the City shall pay to the Consultant an amount not to exceed 22.00 per transport plus actual postage for patient invoices and statements per the Scope of Services performed under this agreement. The City shall remit payment for services rendered under this agreement to the Consultant within 30 days from receipt of Consultant's monthly invoice to the City. 3. PAYMENT OF TAXES. The Consultant shall be liable for any and all federal, state, and local sales, excise taxes and assessments as a result of the payment for services rendered under this agreement. 4. TERM OF AGREEMENT. The Consultant shall commence the work called for in this agreement on the date of the agreement and perform such work uninterrupted and automatically renew upon the anniversary date for up to five (5) years unless the agreement is terminated by either party. This agreement may be amended upon the anniversary date by the parties upon mutual agreement of terms and conditions with the acknowledgement of an amendment to the agreement to be signed by both parties of the agreement. 5. SCHEDULE OF ATTACHMENT EXHIBITS. The following attachments are acknowledged by the parties and made part of this Agreement. 1: 2: 3: 4: 5: Rates to be charged per transport (to be amended from time to time) EMS Policies to be administered State of Washington Records Storage Policy Systems Design Liability Insurance policies Business Associate Agreement signed by both parties on 21 October 2010 6. INDEPENDENT CONSULTANT STATUS. The Consultant performs this Agreement as an independent Consultant, not as an employee of City. Nothing herein contained shall be deemed or construed by the parties hereto, nor by any third party, as creating the relationship of principal and agent or of partnership or of joint venture between the parties hereto, it being understood and agreed that neither method of computation of payment nor any other provision contained herein nor any acts of the parties hereto, shall be deemed to create any relationship between the parties hereto other than the relationship of City and an independent Consultant. 7. TERMINATION. Either party may terminate this agreement with a minimum of 30 days notice to the other party. The Consultant shall upon termination by either party provide 60 days of follow up service to the outstanding patient accounts including posting payments, making deposits, and two (2) months of follow up reports to the City. Consultant shall deliver and document the return of all documentation in Consultants possession per the attached "Records Storage Agreement In the event this agreement is terminated by either party and the terms for payment for services include a percent of collections method, City shall pay to Consultant the agreed upon percentage of collected revenues until all accounts created by Consultant are settled. 8. INSURANCE. The Consultant shall maintain statutory minimum Worker's Compensation or Labor and Industry insurance as required by the laws of any state or country in which Services are performed. The Consultant will provide and make as part of this agreement as an attachment, a certificate of liability insurance, naming the City as an additional insured, with a minimum amount of commercial general liability of 1,000,000 per occurrence and an aggregate of 2,000,000 and maintain such insurance for the duration of this agreement. The Consultant shall provide an annual updated Certificate of Insurance to the City, naming the City as an additional insured, upon the policy expiration date. The Consultant shall provide notice within two (2) two business days to the City in the event the policy is cancelled or terminated for any reason prior to the policy expiration date. 9. END USER SOFTWARE LICENSE CONFIDENTIAL INFORMATION. The term "CONFIDENTIAL INFORMATION AND SOFTWARE" shall mean: (i) any and all Information and proprietary software which is disclosed or provided by either party "OWNER OF THE INFORMATION to the other "RECIPIENT verbally, electronically, visually, or in a written or other tangible form which is either identified or should be reasonably understood to be confidential or proprietary; and (ii) Confidential Information may include, but not be limited to, trade secrets, computer programs, software, documentation, formulas, data, inventions, techniques, marketing plans, strategies, forecasts, client lists, employee information, and financial information, confidential information concerning City and Consultant's business or organization, as the parties have conducted it or as they may conduct it in the future. In addition, Confidential Information may include information concerning any of past, current, or possible future products or methods, including information about research, development, engineering, purchasing, manufacturing, accounting, marketing, selling, leasing, and /or software (including third party software). 9.1 TREATMENT OF CONFIDENTIAL INFORMATION. City's Confidential Information shall be treated as strictly confidential by Recipient and shall not be disclosed by Recipient to any third party except to those third parties operating under non disclosure provisions no less restrictive than in this Section and who have a justified business "need to know City shall protect the deliverables resulting from Services with the same degree of care. This agreement imposes no obligation upon the Parties with respect to Confidential Information which either party can establish by legally sufficient evidence: (a) was in the possession of, or was rightfully known by the Recipient without an obligation to maintain its confidentiality prior to receipt from City; (b) is or becomes generally known to the public without violation of this Agreement; (c) is obtained by Recipient in good faith from a third party having the right to disclose it without an obligation of confidentiality; (d) is independently developed by Recipient without the participation of individuals who have had access to the Confidential Information; or (e) is required to be disclosed by court order or applicable law, provided notice is promptly given to the City and provided further that diligent efforts are undertaken to limit disclosure. 9.2 CONFIDENTIALITY AND DISCLOSURE OF PATIENT INFORMATION. Use and Disclosure of Protected Health Information. The parties hereto agree that in order for the Consultant to perform its duties as expected by the City, it will be necessary for the Consultant to use and disclose Protected Health Information "PHI as such term is defined at 45 CFR §164.501. The parties of this agreement further acknowledge and make part of this agreement as an attachment to this agreement a "Business Associate Agreement" to be maintained and updated whenever applicable by either party of this agreement. 9.3 PERMITTED AND REQUIRED USES AND DISCLOSURE OF PHI. The Parties hereto agree that the Consultant may use and disclose PHI in order to carry out any Payment function covered under the definition of "Payment" contained in 45 CFR §164.501. The Parties hereto further agree that the Consultant may use or disclose PHI for any use or disclosure that is required by law. 10. INDEMNITY. Each Party "INDEMNIFYING PARTY shall indemnify and hold the other Party "INDEMNIFIED PARTY harmless against any third party claim, including costs and reasonable attorney's fees, in which the Indemnified Party is named as a result of the negligent or intentional acts or failure to act by the Indemnifying Party, its employees or agents, while performing its obligations hereunder, which result in death, personal injury, or tangible property damage. This indemnification obligation is contingent upon the Indemnified Party providing the Indemnifying Party with prompt written notice of such claim, information, all reasonable assistance in the defense of such action, and sole authority to defend or settle such claim. 11. SURVIVABILITY. The terms of Section 8 and 9 shall survive termination of this Agreement. If the Parties have executed a separate agreement that contains confidentiality terms prior to or contemporaneously with this Agreement, those separate confidentiality terms shall remain in full force to the extent they do not conflict. The "Business Associate Agreement" has terms incorporated to establish the continuance of covenants for the parties to disclose PHI for the continued operations of "Payment 12. WARRANTIES AND REPRESENTATIONS. Each party warrants that it has the right and power to enter into this Agreement and an authorized representative has executed this Agreement. Consultant warrants that the Services will be performed in a professional and workmanlike manner in accordance with recognized industry standards. To the extent Services provided by Consultant are advisory; no specific result is assured or guaranteed. Consultant EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESSED OR IMPLIED. 13. NOTICE. Any notice, demand, request, consent, approval, or other communication that either party desires or is required to give to the other party related to any of the content of this agreement shall be presented in writing and served personally or sent by prepaid, first class mail to the addresses set forth below. Either party may change its address by notifying the other party of its change of address in writing. City: Consultant: City of Port Angeles 102 East Fifth Street Port Angeles, WA 98362 Systems Design West, LLC 19265 Powder Hill PI NE Poulsbo, WA 98370 14. NONWAIVER. No modification to this Agreement nor any failure or delay in enforcing any term, exercising any option, or requiring performance shall be binding or construed as a waiver unless agreed to in writing by both parties. No delay or omission of the right to exercise any power by either party shall impair any such right or power, or be construed as a waiver of any default or as acquiescence therein. One or more waivers of any covenant, term or condition of this Agreement by either party shall not be construed by the other party as a waiver of a subsequent breach of the same covenant, term or condition. 15. APPLICABLE LAW. The laws of the State of Washington shall govern the construction, validity, performance and enforcement of this Agreement. Venue as to any action, claim, or proceeding arising out of, or based upon this Agreement, including, but not limited to, any action for declaratory or injunctive relief, shall be the appropriate court in the State of Washington. 16. CONFLICT OF INTEREST. The Consultant covenants, warrants and represents that the Consultant or any employees of Consultant has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner with the subject matter or the performance of this Agreement. The Consultant further covenants, warrants and represents that in the performance of this Agreement, no person having any such interest shall be employed by the Consultant in the future. 17. ENTIRE AGREEMENT. This Agreement and any schedules, appendices, attachments and exhibits attached hereto sets forth all of the covenants, promises, agreements, conditions and understandings between the parties hereto, and there are no covenants, promises, agreements, conditions or understandings, either oral or written, between them other than as herein set forth. Except as herein otherwise expressly provided, no contemporaneous or subsequent agreement, understanding, alteration, amendment, change or addition to this Agreement, or any schedule, appendix, exhibit or attachment thereto shall be binding upon the parties of this Agreement hereto unless reduced to writing and signed by both parties. This Agreement constitutes a final, complete and exclusive statement of the agreement between the parties. The Parties hereby agree to all of the above terms, conditions, covenants and have executed this Agreement by a duly authorized representative. Dated this g 1-41) day of 6f 2013 Dated this J 74iay of City of Port Angeles "City" B y _Y"` Print: tint-e4 14- 1- ok.Ce'1 Title: C 1" ana Systems Design West, LLC "Consultant" By 2013 Print: Title: L C-ED Mrn'L i