Ordinance No. 11,336ORDINANCE NO. 11,336
AN ORDINANCE OF TI I CITY COUNCIL OF THE CITY OF BAY -TOWN, TEXAS,
AUTHORIZING AN INTERLOCAL AGREEMENT WITH 'I'I IE TOWN OF FLOWER
MOUND_ TEXAS, FOR AN AMBULANCE DEBT COLLECTION SERVICES
CONTRACT FOR DEI_,INQUEN7" ACCOUNTS; AUTHORIZING A
SUPPLEMENTAL AGREEMENT WITH EMERGICON, LLC, CONCERNING THE
SAME: AUTHORIZING PAYMENT BY THE CITY OF BAYTOWN IN
ACCORDANCE WITH THE INTERLOCAL AGREEMENT, THE AMBULANCE
DEBT COLLECTION SERVICES CONTRACT FOR DELINQUENT ACCOUNTS.
AND T171E SUPPLEMENTAL CONDITIONS: MAILING OTHER PROVISIONS
1;,'ELA "I'ED THERETO:AND PROVLDING FOR TIDE EFFECTIVE DATE THEREOF.
BE IT ORDAINED BY T1 -E CITY COUNCIL OF THE CITY OF BAYTOWN. TEXAS:
Section 1: That the City Council of the City of Baytown, Texas, hereby authorizes and
directs the City Manager to execute and the City Clerk to attest to an interlocal agreement with the Town
of Fioxver Mound, Texas, for an Ambulance Debt Collection Services Contract for delinquent accounts_
A copy of the agreement is attached hereto as Exhibit "A- and made a part hereof for all intents and
purposes_
Section 2: That the City Council of the City of Baytown_ Texas_ hereby authorizes and
directs the City Manager to execute and the City Clerk to attest to a Supplemental Agreement with
Emergicon_ LLC_ for an Ambulance Debt Collection Services Contract for delinquent accounts. A copy
of the agreement is attached hereto as Exhibit "B" and made a part hereof for al intents and purposes.
Section 3: That the City Council of the City of Baytown authorizes payment to Ernergicon_
LLC_ in accordance with the Interlocal Agreement and Supplemental Agreement authorized herein_
Section 4: This ordinance shall take effect immediately from and after its passage by the
City Council of the City of Baytown,
INTRODUCED, READ and PASSED by the affirmative vote e City Council of the City of
Bayt -this the 8" day of April, 2010.
vAY;f3 ,
P , OONCARLOS_ Ma r
L
APPROVED AS TO FORM:
1 NAC[O RAMIREZ, SR_, C' Attorney
RAKaren\Filcs \City COuncil\Ordinances\2 O\April 8\r-1o«- erMoundlnterlocal4Ambul anceDeblCollectionOrdinuncc,dnc
Exhibit "A"
INTERLOCAL AGREEMENT
This agreement made and entered into this day of , 2010, by and
between the CITY OF BAYTOWN (hereinafter called "BAYTOWN ") and the TOWN OF
FLOWER MOUND, TEXAS (hereinafter called "FLOWER MOUND ") each acting by and through
its duly authorized officials:
WHEREAS, BAYTOWN and FLOWER MOUND are both governmental entities engaged in the
purchase of goods and services, which is a recognized governmental function;
WHEREAS, BAYTOWN and FLOWER MOUND wish to enter into an Interlocal Agreement
pursuant to Chapter 791 of the Texas Government Code (hereinafter " Interlocal Cooperation
Act ") to set forth the terms and conditions upon which BAYTOWN and FLOWER MOUND may
purchase various goods and services commonly utilized by each entity;
WHEREAS, participation in an interlocal agreement will be highly beneficial to the taxpayers of
BAYTOWN and FLOWER MOUND through the anticipated savings to be realized and is of
mutual concern to the contracting parties;
WHEREAS, BAYTOWN and FLOWER MOUND have current funds available to satisfy any fees
owed pursuant to this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual promises, covenants and
obligations as set forth herein; BAYTOWN and FLOWER MOUND agree as follows:
1. BAYTOWN and FLOWER MOUND may cooperate in the purchase of various goods and
services commonly utilized by the participants, where available and applicable, and may
purchase goods and services from vendors under present and future contracts;
2. BAYTOWN and FLOWER MOUND shall each be individually responsible for payments
directly to the vendor and for the vendor's compliance with all conditions of delivery and quality
of purchased items under such contracts. BAYTOWN and FLOWER MOUND shall each make
their respective payments from current revenues available to the paying parry;
3. The Agreement shall be in full force and effect until terminated by either party;
4. Notwithstanding anything herein to the contrary, participation in this Agreement may be
terminated by any party upon thirty (30) days written notice to the other participating entity(ies);
5. The undersigned officer and /or agents of the party(ies) hereto are duly authorized
officials and possess the requisite authority to execute this Agreement on behalf of the parties
hereto;
6. This Agreement may be executed separately by the participating entities, each of which
shall be deemed an original and all of which together shall constitute one and the same
instrument.
EXECUTED hereto on the day and year first above written.
CITY OF BAYTOWN TOWN OF FLOWER MOUND
Garrison C. Brumback
City Manager
ATTEST:
Leticia Garza
City Clerk
APPROVED AS TO FORM:
Ignacio Ramirez, Sr., City Attorney
STATE OF TEXAS §
COUNTY OF HARRIS §
Jody A. Smith
Mayor
Paula Paschal, TRMC
Town Secretary
Terrence S. Welch, Town Attorney
This instrument was acknowledged before me on the day of , 2010,
by Garrison C. Brumback, the City Manager of the CITY OF BAYTOWN, TEXAS, a home -rule
municipal corporation, on behalf of such corporation.
Notary Public in and for the
State of Texas
STATE OF TEXAS §
COUNTY OF DENTON §
This instrument was acknowledged before me on the day of , 2010,
by of the TOWN OF FLOWER MOUND, TEXAS, a
home -rule municipal corporation, on behalf of such corporation.
Notary Public in and for the
State of Texas
SUPPLEMENTAL AGREEMENT
CONCERNING THE
AMBULANCE DEBT COLLECTION SERVICES CONTRACT
STATE OF TEXAS
KNOWN BY THESE PRESENTS:
COUNTY OF HARRIS
This Supplemental Agreement concerning the Ambulance Debt Collection Services
Contract is made this _ day of , 2010, by and between the City of Baytown,
Texas, acting by and through its City Council of the City of Baytown, Texas hereinafter referred
to as the "Provider," and Emergicon, L.L.C., a Texas limited liability company, hereinafter
referred to as the "Emergicon "; and the Parties do hereby make and enter into the following
agreement:
1.
In General
1.01 Agreement. Both the contract between Emergicon, L.L.C., and the City of Flower
Mound dated August 6, 2007 (the "Flower Mound Contract"), and this Supplemental
Agreement shall herein be referred to collectively as the "Agreement." Should any term
or condition in this Supplemental Agreement conflict with the Flower Mound Contract,
this document shall control. References to the City of Flower Mound in the Flower
Mound Contract shall mean and be construed as the City of Baytown for purposes of this
Agreement, except as otherwise provided herein.
a. Section 1.04 "Obligations on Termination" of the Flower Mound Contract shall
be amended to read as follows:
1.04 Obligations on Termination Upon termination of the Agreement,
for whatever cause, Emergicon will immediately return all original medical
records to Provider and shall tender to Provider a digital copy of all paper records
related to the Provider in a format acceptable to the Provider.
b. Section 1.05 "Mailing of Notices" of the I -lower Mound Contract shall be
amended to provide the address for the Provider as follows:
1.05 Mailina of Notices. The Provider's address for purposes of this
Agreement shall be as follows unless otherwise changed pursuant to the Flower
Mound Contract:
City of Baytown
2401 Market Street,
Baytown, TX 77520
Attn: City Manager
Fax: 281 -420 -6586
Supplemental Agreement, Page I
The last sentence of Section 2.02 "Compensation" of the Flower Mound Contract
shall be amended to read as follows:
2.02 Compensation. .... All fees shall be paid within thirty (30) days
of receipt of an invoice for the services. The City reserves the right to withhold
from payment any amount which it disputes.
d. A new section to be numbered and entitled 2.025 "Indebtedness" shall be added to
the Flower Mound Contract. which section shall read as follows:
2.0025 Indebtedness. II' Emergicon, at any time during the term of this
agreement, incurs a debt. as the word is defined in section 2 -662 of the Code of
Ordinances of the City of Baytown, it shall immediately notify the Provider's
Director of Finance in writing. If the Provider's Director of Finance becomes
aware that Emergicon has incurred a debt, the Provider's Director of Finance shall
immediately notify Emergicon in writing. if Emergicon does not pay the debt
within 30 days of either such notification, the Provider's Director of Finance may
deduct funds in an amount equal to the debt from any payments owed to
Emergicon under this Agreement, and Emergicon waives any recourse therefor.
C. The last sentence of Section 2.03 "Copies of Records" of the Flower Mound
Contract shall be amended to read as follows:
2.03 Copies of Records..... The Provider shall be responsible for
responding to all such requests; and Emergicon shall be responsible to timely
provide all requested information in order for the Provider to fully respond thereto
or to request an opinion from the Texas Attorney General.
The second sentence of Section 2.04 "Payment Arrangement Authority" of the
Flower Mound Contract shall be amended to read as follows:
2.04 Payment Arrangement Authority. .... Provider will be given a
monthly report of all payment arrangements and no payment arrangement may be
made which exceeds twelve months unless prior written approval of the Provider
is obtained. ... .
g. The second sentence of Section 2.08 "Information Received by Provider" of the
Flower Mound Contract shall be amended to read as follows:
2.08 Information Received by Provider. .... Provider shall endeavor to
forward to Emergicon copies of checks, Explanations of Benefits and/or other
documentation pertaining to Emergicon's services herein within five (5) days of
the date of receipt.
Section 3.01 "Emergicon's Indemnification" shall be amended to read as follows:
Supplemental Agreement. Page 2
3.01 Emeraicon's Indemnity.
EMERGICON AGREES TO AND SHALL INDEMNIFY AND HOLD
HARMLESS AND DEFEND THE PROVIDER, ITS OFFICERS,
AGENTS, AND EMPLOYEES (HEREINAFTER REFERRED TO AS
THE "PROVIDER ") FROM AND AGAINST ANY AND ALL CLAIMS,
LOSSES, DAMAGES, CAUSES OF ACTION, SUITS AND LIABILITY
OF EVERY KIND, INCLUDING ALL EXPENSES OF LITIGATION,
COURT COSTS, AND ATTORNEY'S FEES, FOR INJURY TO OR
DEATH OF ANY PERSON, FOR DAMAGE TO ANY PROPERTY, OR
FOR ANY BREACH OF CONTRACT, ARISING OUT OF, OR IN
CONNECTION WITH THE WORK DONE BY EMERGICON UNDER
THIS CONTRACT CAUSED BY THE SOLE OR JOINT
NEGLIGENCE OF EMERGICON. IT IS THE EXPRESSED
INTENTION OF THE PARTIES HERETO, BOTH EMERGICON AND
THE PROVIDER, THAT THE INDEMNITY PROVIDED FOR IN THIS
PARAGRAPH IS INDEMNITY BY EMERGICON TO INDEMNIFY
AND PROTECT THE PROVIDER FROM THE CONSEQUENCES OF
EMERGICON'S OWN NEGLIGENCE, WHETHER THAT
NEGLIGENCE IS THE SOLE OR A CONCURRING CAUSE OF THE
RESULTING INJURY, DEATH OR DAMAGE. SUCH INDEMNITY
SHALL NOT APPLY, HOWEVER, TO LIABILITY ARISING FROM
THE PERSONAL INJURY, DEATH, OR PROPERTY DAMAGE OF
PERSONS THAT IS CAUSED BY OR RESULTS FROM THE
NEGLIGENCE OF THE PROVIDER. IN THE EVENT THAT ANY
ACTION OR PROCEEDING 1S BROUGHT AGAINST THE
PROVIDER FROM WHICH THE PROVIDER IS INDEMNIFIED,
EMERGICON FURTHER AGREES AND COVENANTS TO DEFEND
THE ACTION OR PROCEEDING BY LEGAL COUNSEL
ACCEPTABLE TO THE PROVIDER. THE INDEMNITY PROVIDED
FOR IN THIS PARAGRAPH SHALL SURVIVE THE TERMINATION
OR EXPIRATION OF THIS AGREEMENT.
i. A new section to be numbered and entitled 3.015 "Release" shall be added to the
Flower Mound Contract, which section shall read as follows:
3.015 Release. By this Agreement, the Provider does not consent to
litigation or suit, and the Provider hereby expressly revokes any consent to
litigation that it may have granted by the terms of this Contract or any other
contract or agreement, any charter, or applicable state law. Nothing contained
herein shall be construed in any way so as to waive in whole or part the Provider's
sovereign immunity. Emergicon assumes full responsibility for its work
performed hereunder and hereby releases, relinquishes and discharges the
Supplemental Agreement, Page 3
Provider, its officers, agents, and employees from all claims, demands, and causes
of action of every kind and character, including the cost of defense thereof, for
any injury to or death of any person (whether they be either of the parties hereto,
their employees, or other third parties) and any loss of or damage to property
(whether the property be that of either of the parties hereto, their employees, or
other third parties) that is caused by or alleged to be caused by, arising out of, or
in connection with Emergicon's work to be performed hereunder. This release
shall apply with respect to Emergicon's work regardless of whether said claims,
demands, and causes of action are covered in whole or in part by insurance.
j. Section 3.03 "Insurance" of the Flower Mound Contract shall be amended to read
as follows:
3.03 Insurance. Throughout the term of this Agreement, Emergicon at
its own expense shall purchase, maintain and keep in force and effect insurance
against claims for injuries to or death of persons or damages to property which
may arise out of or result from Emergicon's performance of the work under this
Agreement. Emergicon's insurance coverage shall be primary insurance with
respect to Provider and its officers and agents. Any insurance or self- insurance
maintained by Provider, its officials, or agents shall be considered in excess of
Provider's insurance and shall not contribute to it. Emergicon shall maintain the
following insurance with at least the minimum coverages amounts listed below:
a. Workers' Compensation Policy
Statutory amounts required by Texas law
Employer's Liability: $500,000
Should Emergicon be a non - subscriber, Emergicon shall provide proof
thereof from the Texas Workers' Compensation Division of the Texas
Department of Insurance and provide a waiver of subrogation in favor
of the City. Should Emergicon's non - subscriber status change at any
time during the term hereof, Emergicon shall procure a Workers'
Compensation Policy that complies with the requirements herein.
b. Commercial General Liability Policy
General aggregate of $1,000,000
Owners' and Contractors' Protective liability of $500,000
Products and Completed Operations of $1,000,000
Personal and Advertising Injury of $1,000,000
Minimum of $500,000 per occurrence
% Coverage shall be at least as broad as ISO CG 00 01 10 93.
%- No coverage exclusions shall be deleted from standard policy
without notification of individual exclusions being attached for
review and acceptance.
c. Professional Liability Policy
% Limit: $500.000 for this project
Claims -made form is acceptable
% Coverage will be in force for one (1) years after completion of
services.
Supplemental Agreement. Page 4
t Provider of Baytown will be named loss - payee.
All coverages afforded under the policies will not be canceled, suspended, voided,
or reduced until at least thirty (30) days' prior written notice has been given to
Provider via certified mail, return receipt requested. Prior to the end of each
coverage period during the term of this Agreement, new certificates of insurance
must be filed with Provider evidencing continuation of coverage. - Additionally,
the following general requirements shall apply to all coverages, except if
expressly stated otherwise:
a. General Liability and Automobile Liability insurance shall be written by a
carrier with an A.M. Best Rating of B+ or higher in accordance with the
current Best Key Rating Guide;
b. Only Insurance Carriers licensed and admitted to do business in the State of
Texas will be accepted;
c. Deductibles shall be listed on the Certificate of Insurance and are acceptable
only on a per occurrence basis. Claims -made policies will not be accepted;
d. Provider, its officials, agents, and employees are to be added as "Additional
Insureds" to all liability policies. The coverage shall contain no special
limitation on the scope of protection afforded to Provider, its officials, agents,
or employees;
e. A waiver of subrogation in favor of Provider with respect to Workers'
Compensation insurance must be included;
f. Upon request, certified copies of all insurance policies and /or certificates of
insurance shall be furnished to Provider at no cost to Provider;
g. Certificates of Insurance shall be prepared and executed by the insurance
company or its authorized agent, and shall contain the following provisions
and warranties: All endorsements and insurance coverages according to
requirements and instructions contained herein; and
k. Section 4.01 "Property of Emergicon" of the Flower Mound Contract shall be
amended to read as follows:
4.01 Property of Emergicon. Provider agrees that Emergicon's
equipment, computer hardware and software, billing and collections processes
and other related systems and equipment are the property and trade secrets of
Emergicon; provided the same are marked as "confidential "; and that, unless
otherwise required by law or necessary to obtain an opinion from the Texas
Attorney General pursuant to the Texas Public Information Act, Provider will not
release any information regarding such trade secrets to any third party without the
prior written consent of Emergicon. Should the Provider receive a public
information request for such information, Provider shall notify Emergicon and
send the information to the Texas Attorney General for an opinion. Thereafter,
Emergicon shall be responsible to make arguments as to why the information
submitted should not be subject to disclosure. The parties agree that they will
Supplemental Agreement. Page 5
abide by the decision of the Texas Attorney General concerning the release of
such information.
Section 4.02 "Fact of Contractual Relationship May be Disclosed" of the Flower
Mound Contract shall be amended to read as follows:
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 together with the contract and other information not marked
"confidential."
M. Section 5.01 "Accurate Books and Records" of the Flower Mound Contract shall
be amended to read as follows:
5.01 Accurate Books and Records. During the Term and for a period of
three (3) years thereafter or such other period of time as required by the
Provider's record retention policy. each party agrees to maintain accurate books
and records associated with the billing and collections made the subject of the
Agreement.
n. The second sentence in Section 5.02 "Right to Audit" of the Flower Mound
Contract shall be amended to read as follows:
5.02 Right to Audit .... 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, except as provided in
Section 5.03.
o. The first sentence of Section 6.01 "HIPAA Compliance" of the Flower Mound
Contract shall be amended to read as follows:
6.01 HIPAA Compliance. Emergicon shall carry out obligations under
this Agreement in compliance with all applicable laws, rules and regulations,
including but not limited to, the privacy regulations pursuant to 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, el sey., as amended (HIPAA") to protect the privacy of any personally
identifiable protected health information ( "PHI ") that is collected, processed or
learned as a result of the services provided pursuant to this Agreement.
P. Section 7.04 "Performance of Agreement; Venue; Choice of Law" of the Flower
Mound Contract shall be amended to read as follows:
7.04 Performance of Agreement: Venue: Choice of Law. Provider
understands and agrees that Emergicon will be performing this contract in Harris
Supplemental Agreement. Page 6
County, Texas. The venue for any disputes or cases of actions that may arise out
of this Agreement is the state and county courts located in Harris 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 provision thereof.
q. Section 7.12 "Attorneys' Fees" of the Flower Mound Contract shall be deleted in
its entirety.
r. Section 7.13 "Appendices" of the Flower Mound Contract shall be amended to
read as follows:
7.13 Appendices. Emergicon and Provider may enter into various
appendices to this Agreement, which are signed by both parties, 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. Provider shall not be liable for payment for any
additional services unless an appendix covering such services has been properly
executed by the parties.
1.02 Award of Contract. Upon the execution of this Agreement and prior to performing any
work hereunder, Emergicon shall deliver to the Provider all certificates of insurance
required in this Agreement. Emergicon shall be prepared to perform the work in the most
expedient manner possible.
ARTICLE 11.
Miscellaneous Provisions
2.01 Force Majeure. Neither the Provider nor Emergicon shall be required to perform any
term, condition or covenant of this Agreement while such performance is delayed or
interrupted by acts of God, material or labor restrictions by any governmental authority,
civil riot, flood, hurricanes or other natural disasters, any other cause not within the
control of the Provider or Emergicon that by the exercise of due diligence the Provider or
Emergicon is unable wholly or in part, to prevent or overcome and supersedes all prior
agreements and understandings between Provider and Emergicon concerning the subject
matter of this Agreement. Any such delay in performance shall be excused only for the
same amount of time as the occurrence giving rise to the delay shall have lasted or such
period of time as is reasonably necessary after such occurrence abates for the effects
thereof to have dissipated as determined in the sole discretion of the Provider.
2.02 Construction of Agreement. The parties agree that this Agreement shall not be construed
in favor of or against any party on the basis that the party did or did not author this
Agreement.
Supplemental Agreement, Page 7
?.l), : \uthority. The officers executing this Agreement on hehalfofthe parties hereby confirm
that such 01'hCers have full authority to execute this Ag'CCnlent and to hind the party
he /she represents.
IN \VITNIESS FILRI- tile parties have executed this a_U1'CC111Cnt In dUpi►Ca1C originals
at Bavtown. I larris Countv. Texas.
CITY OF BAYTONVN
ATTEST:
LETICIA G: \IZZA. City Clerk
APPROVED AS TO FOR A,I:
IGNACIO RAMIRLL. SR.. City Auorne\
GARRISON C. BRIJMBACK
City IvIanaLer
FNI RGIC'ON. L.L.C.
Sisn�uul-c
CI -/'7-f4 V C-r /G
Printed Name
nr<r,'�cf -t J CLo
Title
OF '1'I -X. \S a
a
COUNTY OF HARRIS /
Belore me. G+ /���" ra''�� _. the un - rskmed nota}} puhliC. on this clay
personally appeared T _ QE2 the gn�-, of 13n1ergieon.
L.I_.C•.. on behalfol'such limited liability company
, known to ills.
proved to me on the oath of : or
proved to me throu�sh his/her current
;description ol' identification card or other CIOCLI111Cnt issued by the federal
Supplemental Avreetnent. Page S
oovernment or any state government that contains the photograph and si`,naturc of
the acknowledging person;
(check one)
to be the person whose namc is subscribed to the foregoing insu•ument, and acknowledged to me
that lie /she executed that instrument for the purposes and consideratio)n� therein expressed.
Given under my hand and seal of ofl ice this day of V ati' k —1010.
U / • �-
•,�,�,, Notary Public in and for the State of
LINDA N. FORD Texas 01 n
myc Juy� '3cpitos t�lv commission expire4kfA5,aLv
R Ka rewfilrsCoutcut, Ambulance Din Callccaau. STIPPLE%11: TAI. A(; It FrM FN If)", IR?010 doc
Supplemental Aurcemenl. I'age 9
EMERGICON SERVICE AGREEMENT
This Service Agreement (this "Agreement ") is entered into by and between Emergicon,
LLC, a Texas corporation ( "Emergicon "), and the provider of emergency medical and /or
ambulance transportation services set forth on the signature page hereto (the "Provider ").
RECITALS
WHEREAS, Emergicon provides medical control services, billing and collections
services, continuing education programs, continuous quality improvement services, and other
clinical support services (the "Services ") to fire departments, ambulance providers, and other
medical emergency services:
WHEREAS, Provider. as part or all of its overall activities, provides emergency and/or
non - emergency medical and ambulance services, including emergency medical responses, and
other patient encounters and/or patient ambulance transportation (the "Ambulatory Services "):
and
WHEREAS. Provider is desirous of obtaining the Services of Emergicon.
NOW, THEREFORE, in consideration of the mutual promises contained herein, the
parties hereto agree as follows:
ARTICLE ONE
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 two (2) 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 shall automatically renew at the end of the current Term
for a successive two -year Term unless either party gives written notice of its intention not to
renew sixty (60) days before expiration of the current Term.
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, Emergicon shall be entitled to receive compensation for all Accounts (as defined
in Section 2.01) billed and/or 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 termination
period to receive compensation for all amounts billed during the termination period but not
collected until after the end of the termination period.
1.04 Obligations on Termination_. Upon termination of the Agreement, for whatever
cause, Emergicon will immediately return all original medical records to Provider and may. at
EMERGICON SERVICE AGREEMENT Page I
Emergicon's sole discretion, provide to Provider a digital copy on a CD -ROM of all paper
records related to Provider.
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 telegram
or fax or forty -eight (48) hours after being deposited in the U.S. mail, as certified or registered
mail, with postage prepaid, addressed as follows:
(a) If to the Provider:
The Town of Flower Mound
2121 Cross Timbers
Flower Mound, Texas 75028
Attention:
Fax:
(b) If to Emergicon:
Emergicon, LLC
PO Box 180446
Dallas, Texas 75218
Attention:—Christopher Turner
Fax: 214 328 -0749
Each party shall be entitled to specify a different address by giving live 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
BILLING & COLLECTIONS
2.01 Billin . 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 relating
to:
(a) patient encounters that occur during the Term: and
(b) other patient encounters forwarded to Emergicon for billing.
(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 ").
2.02 Compensation. In consideration for Emergicon providing the Provider with the
agreed upon billing services described in this Article Two. the Provider will pay Emergicon
EMERGICON SERVICE AGREEMENT page 2
eighteen percent (18 %) of the total amount collected on the Account if the Account is older than
one hundred twenty (120) days from the date of service. If the Account is less than one hundred
twenty (120) days from the date of service, the Provider will pay Emergicon six percent (6 %) of
the total amount collected on the Account. All fees shall be payable monthly within fifteen (15)
days of receipt of invoice.
2.03 Copies of Records. From time to time, Emergicon may receive requests from
patients or the representatives of patients for copies of treatment records. Emergicon will
forward all requests for medical records to Provider. The Provider shall be responsible for
responding to all such requests.
2.04 Payment Arrangement Authority. Provider hereby grants Emergicon authority to
enter into a payment arrangement on its behalf with patients charged for the Ambulatory
Services if (a) the payment is for the full amount of a bill and (b) the length of the payments does
not exceed twelve (12) months. Provider will be made aware of any payment arrangements and
prior to any payment arrangement exceeding twelve (12) months. Emergicon will not waive co-
payments and co- insurance payments.
2.05 Records of Patient Encounters.
(a) Provider shall use its reasonable best efforts to forward all original medical
records of each patient encounter to Emergicon within five (5) 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. 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 terrnination 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.
2.06 Requests for Copies. Requests for copies of medical records should be submitted
directly to Emergicon. Either Emergicon or 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.
2.07 Activity Reports. Emergicon shall provide to Provider a monthly report of all
billing activities that occurred during the preceding month.
108 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) days of the date of
receipt of payment by Provider.
EMERGICON SERVICE AGREEMENT Page 3
2.09 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.
2.10 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
collected after the Term but billed during the Term by Emergicon regardless of whether payment
was made to Emergicon or to Provider. Emergicon and Provider agree that the purpose of this
Section 2.10 is to guarantee that Emergicon is the only provider engaging in billing services on
behalf of Provider. Emergicon acknowledges that the Provider has an existing contract for
Accounts that are considered delinquent or in a "collections service" status and will not bill for
those Accounts; no payment shall be made to Emergicon for accounts that are collected under
the Town's contract for collection services.
ARTICLE THREE
INDEMNIFICATION AND FIDELITY BOND
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. 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. Notwithstanding the above. Emergicon acknowledges that the Town is subject to
certain laws including the Texas Public information Act, that govern the disclosure of
information maintained by the Town. The Town agrees to work with Emergicon in protecting
trade secret information.
EMERGICON SERVICE AGREEMENT Page 4
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 three (3) years
thereafter, each party agrees to maintain accurate books and records associated with the billing
and collections made the subject of this Agreement.
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 %u) per annum from the date(s) of non - payment.
ARTICLE SIX
PROTECTED HEALTH INFORMATION
6.01 HIPAA Compliance. Emergicon shall carry out obligations under this Agreement
in compliance with the privacy regulations pursuant to 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 "), to protect the
privacy of any personally identifiable protected health information ("PHI ") that is collected,
processed or learned as a result of the services provided pursuant to this Agreement. In
conformity therewith. Emergicon agrees that it shall:
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:
EMERGICON SERVICE AGREEMENT Page 5
e) Ensure that agents or subcontractors to whom Emergicon provides PHI, or
who have access to PHI, 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
individual:
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 within sixty (60) days: and
i) Make its internal practices, books and records relating to the use and
disclosure of PHI available to the Secretary of the Department of Health and Human Services for
purposes of determining Emergicon's and Provider's compliance with HIPAA.
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 rule;
associate: and
e) Uses required for the proper management of Emergicon as a business
f) Other uses or disclosures of PHI as permitted by HIPAA privacy rule.
ARTICLE SEVEN
MISCELLANEOUS
7.01 No Waiver. The failure of either party to insist upon strict performance of any
provision of this Agreement shall not be construed as a waiver of any subsequent breach of the
same or similar nature.
7.02 Provisions Construed Separately. The parties agree that each provision of this
Agreement shall he 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
EMERGICON SERVICE AGREEMENT Page 6
other provision hereof. In the event that a court of competent jurisdiction determines that any
tern 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 Denton 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 Denton 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 subnut 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.
7.11 Assignment. 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.
EMERGICON SERVICE AGREEMENT Page 7
7.12 Attorneys' Fees. Should it become necessary for Emergicon to employ an
attorney to enforce any of the terms and conditions hereof, including the collection of fees,
Provider agrees to pay all expenses so incurred, including a reasonable attorneys' fee.
[SIGNATURE PAGE FOLLOWS]
EMERGICON SERVICE AGREEMENT Page 8
IN WITNESS
on the �— day of
200�.
5-534x8
()958/(XXx)2
WHEREOF, Emergicon and the Provider have executed this Agreement
2002, and shall be EFFECTIVE as of the Cetv-\ day of
ENIERGICON, L.L.C.
d,—� e'�'
Name: Christopher Turner
Title: President & CEO
The Town of Flower
M.
ker, Nj&ypf Pro Tem
EMERGICON SERVICE AGREEMENT Page 8
• • •
INTERLOCK AGREEMENTret
rY1
This agreement made and entered into this s-j day of__ / , 2010, by and
between the CITY OF BAYTOWN (hereinafter called "BAY1lOWN" nd the TOWN OF
FLOWER MOUND, TEXAS (hereinafter called "FLOWER MOUND") each acting by and
through its duly authorized officials:
WHEREAS, BAYTOWN and FLOWER MOUND are both governmental entities engaged in the
purchase of goods and services, which is a recognized governmental function;
WHEREAS, BAYTOWN and FLOWER MOUND wish to enter into an Interlocal Agreement
pursuant to Chapter 791 of the Texas Government Code (hereinafter "Interlocal Cooperation
Act") to set forth the terms and conditions upon which BAYTOWN and FLOWER MOUND may
purchase various goods and services commonly utilized by each entity;
WHEREAS, participation in an interlocal agreement will be highly beneficial to the taxpayers of
BAYTOWN and FLOWER MOUND through the anticipated savings to be realized and is of
mutual concern to the contracting parties;
WHEREAS, BAYTOWN and FLOWER MOUND have current funds available to satisfy any fees
owed pursuant to this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual promises, covenants and
obligations as set forth herein; BAYTOWN and FLOWER MOUND agree as follows:
1. BAYTOWN and FLOWER MOUND may cooperate in the purchase of various goods
and services commonly utilized by the participants, where available and applicable, and may
purchase goods and services from vendors under present and future contracts;
2. BAYTOWN and FLOWER MOUND shall each be individually responsible for payments
directly to the vendor and for the vendor's compliance with all conditions of delivery and quality
of purchased items under such contracts. BAYTOWN and FLOWER MOUND shall each make
their respective payments from current revenues available to the paying party;
3. The Agreement shall be in full force and effect until terminated by either party;
4. Notwithstanding anything herein to the contrary, participation in this Agreement may be
terminated by any party upon thirty (30) days written notice to the other participating entity(ies);
5. The undersigned officer and/or agents of the party(ies) hereto are duly authorized
officials and possess the requisite authority to execute this Agreement on behalf of the parties
hereto;
6. This Agreement may be executed separately by the participating entities, each of which
shall be deemed an original and all of which together shall constitute one and the same
instrument.
• • •
• EXECUTED hereto on the day and year first above written.
CITY OF B TOWN OF FLOWER MOUND
Garrison C. Brum J y A. ith5-, 3. lv
City Mana Mayor
ATT .
aCiAxtet-9 ga4 CLAP
eti is Garza Paula Pasch
City Clerk Town Secretary
APPROVED AS TO FORM:
g acio Ramirez, Sr., Cit ttorney Terrence S. Welch, Town Attorney
STATE OF TEXAS §
COUNTY OF HARRIS §
This instrument was acknowledged before me on the day of apt..Le , 2010,
by Garrison C. Brumback, the City Manager of the CITY OF BAYTOWN, TEXAS, a home-rule
municipal corporation, on behalf of such corporation.
vVt'f'°•. AMY WHITE-TONEY
*• �`'s Notary Public,State of Texas QKi'
(�'T `
,,, ,,,,T
''.;;,•••�;4' February 12,2011
Notary Pu in and for the
State of Te as
STATE OF TEXAS §
COUNTY OF DENTON §
This instrument was acknowledged before me on the 3 day of fl1CLA- , 2010,
by \o(L 0-&\t&{-h l�Cc_
, A.�riof the TOWN OF FLOWER MOUND, TEXAS, a
home-r� municipal corporatioh-,'on behalf of such corporation.
LLL ,
Nota Public in an for the
State of Texas
74��, TAMMY FOL! _ "
Notary Pubtio.Stets :xas 1
+I My Commission _.•es
",E,''`- JULY17, 2010
•
• •
INTERLOCAL AGREEMENT
This agreement made and entered into this / day of , 2010, by and
between the CITY OF BAYTOWN (hereinafter called "BAY WN") and the TOWN OF
FLOWER MOUND, TEXAS (hereinafter called "FLOWER MOUND") each acting by and
through its duly authorized officials:
WHEREAS, BAYTOWN and FLOWER MOUND are both governmental entities engaged in the
purchase of goods and services, which is a recognized governmental function;
WHEREAS, BAYTOWN and FLOWER MOUND wish to enter into an Interlocal Agreement
pursuant to Chapter 791 of the Texas Government Code (hereinafter "Interlocal Cooperation
Act") to set forth the terms and conditions upon which BAYTOWN and FLOWER MOUND may
purchase various goods and services commonly utilized by each entity;
WHEREAS, participation in an interlocal agreement will be highly beneficial to the taxpayers of
BAYTOWN and FLOWER MOUND through the anticipated savings to be realized and is of
mutual concern to the contracting parties;
WHEREAS, BAYTOWN and FLOWER MOUND have current funds available to satisfy any fees
owed pursuant to this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual promises, covenants and
obligations as set forth herein; BAYTOWN and FLOWER MOUND agree as follows:
1. BAYTOWN and FLOWER MOUND may cooperate in the purchase of various goods
and services commonly utilized by the participants, where available and applicable, and may
purchase goods and services from vendors under present and future contracts;
2. BAYTOWN and FLOWER MOUND shall each be individually responsible for payments
directly to the vendor and for the vendor's compliance with all conditions of delivery and quality
of purchased items under such contracts. BAYTOWN and FLOWER MOUND shall each make
their respective payments from current revenues available to the paying party;
3. The Agreement shall be in full force and effect until terminated by either party;
4. Notwithstanding anything herein to the contrary, participation in this Agreement may be
terminated by any party upon thirty (30) days written notice to the other participating entity(ies);
5. The undersigned officer and/or agents of the party(ies) hereto are duly authorized
officials and possess the requisite authority to execute this Agreement on behalf of the parties
hereto;
6. This Agreement may be executed separately by the participating entities, each of which
shall be deemed an original and all of which together shall constitute one and the same
instrument.
•
• S
• EXECUTED hereto on the day and year first above written.
CITY OF B TOWN OF FLOWER MOUND
Garrison C. Brum Jody A. Smith
City Mana Mayor
ATT .
eti is Garza i Paula Paschal, TRMC
City Clerk Town Secretary
APPROVED AS TO FORM:
g acio Ramirez, Sr., Cit ttorney Terrence S. Welch, Town Attorney
STATE OF TEXAS §
COUNTY OF HARRIS §
l }tti `
This instrument was acknowledged before me on the / ' day of U I tL e 2010,
by Garrison C. Brumback, the City Manager of the CITY OF BAYTOWN, TEXAS, a home-rule
municipal corporation, on behalf of such corporation.
;f;t. 's; AMY WHITE-TONEY'pr Fii�
^'?.,, Notary Public,State of Texas � �
j . My Commission Expires arr\k/1 ( 71
L% ;;;:''; February 12,2011Notary Publf in and for the
State of Te as
STATE OF TEXAS §
COUNTY OF DENTON §
This instrument was acknowledged before me on the day of , 2010,
by of the TOWN OF FLOWER MOUND, TEXAS, a
home-rule municipal corporation, on behalf of such corporation.
Notary Public in and for the
State of Texas