HomeMy WebLinkAbout001036 Original ContractCity of Port Angeles
Record # 001036
PROFESSIONAL SERVICES AGREEMENT
This Professional Services Agreement ( "AGREEMENT ") is made and entered into this 3rd day of December
2015 by and between, City of Port Angeles ( "Fire District ") 102 E 5th St, 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 Fire District and the Consultant shall be known as the "PARTIES ".
RECITALS:
(a) WHEREAS, the Fire District and the Consultant desire to enter into a "Professional
Services Agreement ",
(b) NOW, THEREFORE, in consideration for the mutual obligations contained herein the Fire
District 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 Fire District specific services related to the
billing and payment processing of EMS patient transport services that are provided to the general public by
the Fire District. The following Scope of Services shall be incorporated into this contract as general services
performed by the Fire District and the Consultant under this agreement.
1.1 The Fire District, 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 Fire District 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
Fire District agrees to furnish and assist the Consultant with the following:
(a) The Fire District 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 Fire District and made available to the Consultant and /or
insurance payers upon request. The amounts to be billed will be determined by the Fire District in the form
of a resolution or ordinance to be incorporated into this agreement as an attachment exhibit.
(b) The Fire District agrees to furnish the Consultant with hospital ER forms (face /admit sheets) with
demographic and insurance information attached to the PCR if requested by Consultant. Copies of any
payments made directly to the Fire District will be forwarded to the Consultant for accounting purposes in a
timely manner. The Fire District 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 Fire District shall provide additional information as may be required by insurance
companies or other agencies in order to facilitate the Consultant's obligations to the Fire District.
(c) The Fire District 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 Fire District 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 Fire District, 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 Fire District 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 Fire District; 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
Fire District'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 Fire District's
"deposit only" account; forward deposit information to the Fire District within 24 hours of such deposit;
initiate and forward refund information and adjustments made on behalf of the patient's account to the
Fire District. The Consultant shall provide to the Fire District 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 Fire District'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.
2. FEES, EXPENSES, & PAYMENT. For and in consideration of the services provided by the Consultant
identified above, the Fire District shall pay to the Consultant an amount not to exceed $22.00 per transport.
In addition, the Fire District will pay actual postage for patient invoices and statements per the Scope of
Services performed under this agreement. The Fire District shall remit payment for services rendered under
this agreement to the Consultant within 30 days from receipt of Consultant's monthly invoice to the Fire
District.
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 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 Professional Services 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: Rates to be charged per transport [to be provided by the Fire District]
# 2: EMS Policies to be administered [to be provided by the Fire District]
# 3: State of Washington Records Storage Policy
# 4: Systems Design Liability Insurance policies
# 5: Business Associate Agreement
6. INDEPENDENT CONSULTANT STATUS. The Consultant performs this Agreement as an independent
Consultant, not as an employee of Fire District. 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 Fire District 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 Fire District. 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, Fire District 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 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 Fire District upon the policy expiration date.
The Consultant shall provide notice to the Fire District 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 Fire District 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. Fire District'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 ". Fire District 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 Fire District; (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 Fire District 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 Fire District, 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.
Fire District: City of Port Angeles
102 E 5th Street
Port Angeles, WA 98362
Consultant: 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 tOK day of , 20 � to
City of Pt Angeles
By:
Print: 14.1,3 �c
Title:(
Dated this Yd day of December, 2015
Systems Design West, LLC
"Consultant"
By:
Print: Jennifer Braus
Title: CEO