HomeMy WebLinkAboutContract 63386CSC No. 63386
BILLING SERVICES AGREEMENT
THIS BILLING SERVICES AGREEMENT (hereinafter "Agreement") is entered into this
1st day of July, 2025, between EMS MANAGEMENT & CONSULTANTS, INC.
(hereinafter "EMSIMC") and City of Fort Worth, TX, (hereinafter "Client").
WITNESSETH:
WHEREAS, EMSIMC is an ambulance billing service company with experience in
providing medical billing and collection services to medical transport providers, including
fire and rescue and emergency medical service (EMS) providers; and
WHEREAS, Client is normally engaged in the business of providing emergency
medical services, and billable medical transportation services; and
WHEREAS, Client wishes to retain EMSIMC to provide medical billing, collection
and related services as set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual agreements described below
and other good and valuable consideration, the receipt and sufficiency of which are
acknowledged, the parties agree as follows:
1. Agreement
The Agreement shall consist of this Agreement and the executed Client
Specification Sheet that is anticipated to be completed and executed by the Parties after
execution of this document. It is agreed that the Client Specification Sheet, a blank
template of which is attached hereto as Exhibit C, will be incorporated as a part of this
Agreement for all purposes upon execution by both Parties. It is further agreed that as
the Client Specification Sheet is revised, the amended and updated version shall be
incorporated into this Agreement upon execution by the Parties and shall replace prior
versions of the Client Specification Sheet.
2. ENGAGEMENT.
a. During the term of this Agreement, EMSIMC shall provide routine billing, bill
processing and fee collection services reasonably required and customary for service
providers of similar size and situation to Client (the "Revenue Cycle Management
Services" or "RCM Services"). The RCM Services shall include: (1) preparing and
submitting initial and secondary claims and bills for Client to insurers and others
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FT. WORTH, TX
responsible for payment; (2) performing reasonable and diligent collection efforts to
secure payments from primary and secondary payers and patients or other entities,; (3)
issuing up to three patient statements for all unpaid balances; 4) identifying available
Third -Party Liability (TPL) carriers for transports that are identified as having been as a
result of motor vehicle accidents (MVA Claim Processing), (5) pre -collection safety -net
health coverage identification (Safety -Net Health Coverage Identification) ;and (6)
referring accounts which have not been collected during EMSIMC normal billing cycle to
an outside collection agency if so directed by Client.
b. Collectively, the RCM Services that EMSIMC provides to Client shall be
referred to as the "Services".
3. EMSIMC Responsibilities.
a. EMSIMC will provide the RCM Services in material compliance with all
applicable local, state, and federal laws and regulations.
b. EMS/MC will provide Client with periodic reports at the request of Client and
as specifically noted in the executed Client Specification Sheet between Client and
EMS/MC.
c. EMSIMC will submit all "Completed Claims" to the applicable payer. A
"Completed Claim" is a claim for emergency medical services and billable medical
transportation services that (i) is received by EMSIMC and supported by an ePCR record
that contains all necessary and accurate information; (ii) has been reviewed and any
identified issues sent to Client for remediation have been rectified; (iii) is for a patient
encounter that has been electronically signed off by Client in the ePCR; (iv) has been
deemed by Client ready for billing; and (v) is not subject to a billing hold. EMSIMC will
not have any responsibility for any adverse impact to Client that may result from any delay
of Client in completing claims.
d. Accounts with outstanding balances after the insurance and/or third -party
payer has determined benefits due will be billed by EMSIMC to the patient. EMSIMC will
send up to three patient statements to the patient or responsible party, except as to those
accounts on which an insurance carrier or third -party payer has accepted responsibility
to pay. Once Client has submitted all necessary information, EMSIMC will bill all
uninsured patients directly.
e. Within five (5) business days of the last business day of the month, EMSIMC
will provide to Client a month end report, which shall include an account analysis report,
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aging report and accounts receivables reconciliation report for the previous month.
Deposit reports will be provided daily.
f. During the term of this Agreement, EMSIMC shall maintain, provide
appropriate storage and data back-up for all billing records pertaining to the RCM
Services provided by EMSIMC hereunder. Upon at least one (1) business day prior
written notice, EMSIMC shall make such records accessible to Client during EMSIMC
business hours. Upon termination of this Agreement, trip data pertaining to the RCM
Services shall be returned to Client within seven (7) business days in a mutually
agreeable format. Notwithstanding anything to the contrary herein, Client acknowledges
and agrees that EMSIMC is not a custodian of clinical records nor a clinical records
repository. Client is responsible for maintaining all clinical records in accordance with
Section 3(d).
g. EMSIMC shall notify Client of (i) all patient complaints about clinical services
within one (1) business day of receipt; (ii) all patient complaints about billing within five
(5) business days of receipt; and (iii) all notices of audit, requests for medical records or
other contacts or inquiries out of the normal course of business from representatives of
Medicare, Medicaid or private payers with which Client contracts or any law enforcement
or government agency ("Payer Inquiries") no later than one (1) business day from receipt,
unless such agency prohibits EMSIMC from disclosing its inquiry to Client.
h. EMSIMC will reasonably assist Client in responding to Payer Inquiries which
occur in the normal course of Client's business and arise from EMSIMC's provision of the
Services. Any concerns about the level of utilization or Payor inquiries will be resolved
by mutual agreement of the Parties.
i. EMSIMC is appointed as the agent of Client under this Agreement solely for
the express purposes of this Agreement relating to billing and receiving payments and
mail, receiving and storing documents, and communicating with hospitals and other
entities to facilitate its duties. EMSIMC will have no authority to pledge credit, contract,
or otherwise act on behalf of Client except as expressly set forth herein.
j. As to all payments received from Medicare, Medicaid and other government
funded programs, the parties specifically acknowledge that EMSIMC will only prepare
claims for Client and will not negotiate checks payable or divert electronic fund transfers
to Client from Medicare, Medicaid or any other government funded program. All Medicare,
Medicaid and any other government funded program payments, including all electronic
fund transfers, will be deposited directly into a bank account designated by Client to
receive such payments and as to such account only Client, through its officers and
directors, shall have access.
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k. The Services provided by EMSMC to Client under this Agreement are
conditioned on Client's fulfillment of the responsibilities set forth in this Agreement.
services:
I. EMSMC shall have no responsibility to provide any of the following
Determining the accuracy or truthfulness of documentation and
information provided by Client concerning medical treatment provided
by Client personnel;
ii. Providing services outside the EMSMC billing system;
iii. Submitting any claim that EMSMC believes to be inaccurate or
fraudulent; or
iv. Providing any service not expressly required of EMSMC by this
Agreement.
m. For Client's service dates that occurred prior to the mutually agreed go live
date for the Services, Client agrees and understands that EMSMC is not responsible for
any services including, but not limited to, submitting claims or managing any denials,
refunds or patient calls. As between Client and EMSIMC, Client is fully responsible for
the proper billing and accounting of any remaining balances related to service dates that
occurred prior to such go live date.
n. EMSMC shall ensure any refunds are processed within 30 days, to allow
Client sufficient time to ensure any such refund is issued to the Patient with 60 days as
required by Centers for Medicare & Medicaid Services regulations.
o. EMSMC agrees to maintain a Service Level Agreement (SLA) where timely
filing denials do not exceed 3.0% of Transport Volume per month. EMSMC calculates this
SLA based on 3.0% of the Transport Volume for the same month. This SLA is limited to
denials in which the insurance demographics were provided to EMSMC within timely filing
period for the payer that is responsible for the claim. This SLA excludes timely filing
denials in which EMSMC was not notified of insurance coverage until after the timely filing
period has expired. If timely filing denials exceed 3.0% of the Transport Volume in a given
month, EMSMC agrees to reimburse the client for the amount the payer would have paid
if the claim had been filed on time.
4. RESPONSIBILITIES OF CLIENT. The following responsibilities of Client
are a condition of EMSIMC's services under this Agreement, and EMSMC shall have no
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obligation to provide the Services to the extent that Client has not fulfilled these
responsibilities:
a. Client will pay all amounts owed to EMSIMC under this Agreement.
b. Client will implement standard commercially reasonable actions and
processes as may be requested by EMSIMC from time -to -time to allow EMSIMC to
properly and efficiently provide the RCM Services. These actions and processes include,
but are not limited to, the following:
i. Providing EMSIMC with complete and accurate demographic and
charge information necessary for the processing of professional and/or
technical component billing to third parties and/or patients including,
without limitation, the following: patient identification (name, address,
phone number, birth date, gender); guarantor identification and address;
insurance information; report of services; special claim forms; pre -
authorization numbers; and such additional information as is requested
by EMSIMC;
ii. Providing EMSIMC with complete and accurate medical record
documentation for each incident or patient service rendered for
reimbursement, which is necessary to ensure proper billing and secure
claim payment;
iii. Providing EMSIMC, in a timely manner, with Patient Care Reports
(PCRs) that thoroughly detail the patient's full medical condition at the
time of service and include a chronological narrative of all services and
treatment rendered;
iv. Obtaining authorizations and signatures on all required forms, including
consent to treat, assignment of benefits, release of information and
claims;
V. Obtaining physician certification statements (PCS) forms for all non -
emergency transports and other similar medical necessity forms or prior
authorization statements as deemed necessary by the payer;
vi. Obtaining or executing all forms or documentation required by Medicare,
Medicaid, CHAMPUS, and any other payer or insurance carriers to allow
EMSIMC to carry out its billing and other duties under this Agreement;
and
vii. Implementing reasonable and customary charges for complete,
compliant billing.
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c. Client represents and warrants that the PCR and any and all associated
medical records, forms and certification statements provided to EMSIMC are true and
accurate and contain only factual information observed and documented by the attending
field technician during the course of the treatment and transport.
d. Client shall maintain Client's own files with all original or source documents,
as required by law, and only provide to EMSIMC copies of such documents. Clienl
acknowledges that EMSIMC is not the agent of Client for storage of source
documentation.
e. Client will provide EMSIMC with a copy of any existing billing policy manuals
or guidelines, Medicare or Medicaid reports, or any other record or document related to
services or billing of Client's accounts.
f. Client will report to EMSIMC within ten (10) business days of payments
received directly by Client, and promptly notify EMSIMC of any cases requiring special
handling or billing. Client shall advise EMSIMC of any Payer Inquiries within ten (10)
business days of receipt.
g. Client shall ensure that any refunds posted by EMSIMC are actually issued
and paid to the patient, insurer, or other payer as appropriate.
h. Client agrees to provide EMSIMC with administrative access to the ePCR
system or similar access in order to run reports and review documents and attachments
to better service Client's account.
i. Client shall provide EMSIMC, or a qualified independent third party, with
access to certain Client facilities and personnel, as determined by Client in its sole
discretion, for the purpose of providing on -site and/or online training to such personnel.
Client shall cooperate with EMSIMC and facilitate any training that EMSIMC wishes to
provide.
j. Client shall complete EMSJMC's online training course within 90 days of the
contract start date and all new hires will complete EMSIMC's online documentation
training within 90 days of hire date. Newly developed training materials by EMSIMC
should be mutually agreed upon by the parties to be required training.
k. Client shall comply with all applicable federal, state, and local laws, rules,
regulations, and other legal requirements that in any way affect this Agreement or the
duties and responsibilities of the parties hereunder.
5. EMSJMC WEB PORTALS.
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a. EMSJMC shall provide Client and those individuals appointed by Client
("Users") with access to EMSJMC Web Portals (the "Portals"), which shall be subject to
the applicable Terms of Use found on the Portals. To be appointed as a User, the
individual must be an employee of Client or otherwise approved by Client and EMSIMC.
Client is responsible for all activity of Users and others accessing or using the Portals
through or on behalf of Client including, but not limited to, ensuring that Users do not
share credentials for accessing the Portals. Client is also responsible for (i) identifying
individuals who Client determines should be Users; (ii) determining and notifying EMSJMC
of each User's rights; (iii) monitoring Users' access to and use of the Portals; (iv) acting
upon any suspected or unauthorized access of information through the Portals; (v)
ensuring each User's compliance with this Agreement and the Terms of Use governing
the use of the Portals; and (vi) notifying EMSJMC to deactivate a User account whenever
a User's employment, contract or affiliation with Client is terminated or Client otherwise
desires to suspend or curtail a User's access to and use of the Portals. Client agrees to
follow best practices to ensure compliance with this provision.
b. Client acknowledges that EMSIMC may suspend or terminate any User's
access to the Portals (i) for noncompliance with this Agreement or the applicable Terms
of Use; (ii) if such User poses a threat to the security or integrity of the Portals or
information available therein; (iii) upon termination of Client; or (iv) upon notice of
suspension or termination of such User by Client. Client may suspend or terminate a
User's access to the Portals at any time.
6. COMPENSATION OF EMSIMC.
a. Client shall pay a fee for the Services of ENISJMC hereunder, on a monthly
basis, in an amount equal to 3.25% percent of "Net Collections" for accounts billed as
Emergency transports and 2.00% percent of Net Collections for accounts billed as Non -
Emergency transports as defined below (the "RCM Fee. For MVA Claim Processing, an
all-inclusive rate of 19.50% of the net revenue collected on from TPL carriers on MVA
accounts (the "MVA Fee") where a paid third -party software or program is the source of
the TPL carrier information to EMSIMC. In the event EMSJMC is unable to find TPL
coverage on a MVA account and a payment is received by a non-TPL payer (e.g. health
insurance or self -pay not as a result of remitting TPL settlement proceeds) then EMSIMC
will charge the RCM Fee. Net Collections shall mean all cash and check amounts
including electronic fund transfers (EFTs) received by EMSJMC from payers, patients,
attorney's offices, court settlements, government institutions, debt set-off programs,
group health insurance plans, private payments, credit cards, healthcare facilities or any
person or entity submitting funds on a patient's account, or any amounts paid directly to
Client with or without the knowledge of EMSJMC that are paid, tendered, received or
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collected each month for Client's transports, less refunds processed or any other
necessary adjustments to those amounts. For payments not received within one hundred
and twenty days from the date that the first collection invoice was sent by EMSIMC, the
City shall have the right to request the amount either be written off or sent to a debt
collector of the City's choosing. In the event the City uses a debt collection agency, no
payment shall be paid to EMSIMC unless expressly approved in writing by the City as
either an amendment to this Agreement or through a separate agreement. Price
adjustments for such services shall be allowed at the completion of each contract year.
Price adjustments shall not exceed the change in the average of the Consumer Price
Index (CPI) for all Urban Consumers, Not Seasonally Adjusted, Area: U.S. city average,
Item: All item, Base Period: 1982-84=100 over the twelve months prior.
b. The RCM Fee and the MVA Fee are referred to as the "Compensation".
c. EMSIMC shall submit an invoice to Client by the tenth (loth) day of each
month for the Compensation due to EMSJMC for the previous calendar month. Invoices
must be submitted electronically to Supplierinvoices(a�,fortworthtexas.aov. The
Compensation amount reflected on the invoice shall be paid in full within 30 days of when
a correct and accurate invoice is presented to Client (the "Payment Date"). Such amount
shall be paid without offset unless the calculation of the amount is disputed in good faith,
in which case Client shall pay the undisputed amount and shall provide EMSIMC with
detailed written notice of the basis for the disputed portion no later than the Payment
Date. Any invoices not disputed in writing by the Payment Date shall be deemed
"undisputed" for all purposes of the Agreement. All invoices are to be paid directly from
Client's banking institution to EMSIMC via paper check, direct deposit or ACH draft
initiated by EMSJMC into EMSJMC's bank account.
d. In the event of a material change to applicable law, the billing process
and/or scope of Services provided in this Agreement or a material difference in any of the
patient demographics provided by the Client and set forth in Exhibit A, EMSIMC reserves
the right to negotiate a fee change with Client and amend this Agreement accordingly or
terminate this Agreement.
e. EMSIMC may, in its sole discretion, immediately cease to provide Services
for Client should the outstanding balance owed to EMSIMC become in arrears. Claims
processing will not resume until all outstanding balances are paid in full or arrangements
approved by EMSIMC have been made to wholly resolve any outstanding balances.
7. TERM OF AGREEMENT.
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a. This Agreement shall be effective commencing on July 1, 2025 and shall
thereafter continue through June 30, 2026, ("Initial Term"). This Agreement shall be
binding upon the parties hereto and their respective successors, assigns, and
transferees. The Parties may mutually agree to renew the Agreement on the same terms
and conditions as stated herein for up to three successive one (1) year terms (each a
"Renewal Term"). Notwithstanding anything herein to the contrary, this Agreement may
be terminated under the provisions provided below. (The Initial Term and any Renewal
Terms are referred to as the "Term".)
b. Termination for Cause. Notwithstanding Section 6(a), either party may
terminate this Agreement if the other party materially breaches this Agreement, unless (i)
the breaching party cures the breach within 10 days following receipt of notice describing
the breach in reasonable detail, or (ii) with respect to a breach which may not reasonably
be cured within a 10-day period, the breaching party commences, is diligently pursuing
cure of, and cures the breach as soon as practical following receipt of notice describing
the breach in reasonable detail, (iii) EMSMC fails to achieve a net Cash Per Trip (CPT)
of $375 for an emergent transport or a net CPT of $575 for a non -emergent transport for
a mature trip for two consecutive months, or (iv) EMS/MC fails to provide the reports
specified in Section 3(b) in a timely and consistent manner. A mature trip shall be defined
as a transport that is at least six months from the date of service. It is understood by the
Parties that substantial changes to service level mix and payor mix may impact recovery
amounts, and it is agreed that the Parties will discuss in good faith any changes to these
metrics that may impact the recovery amounts listed in this section. It is understood that
in the event either party exercises its right to terminate this agreement for Cause as
described herein, the City may immediately engage another entity to perform the same
or similar services as described herein and EMS/MC will receive no additional EPRCs
from the City, but EMS/MC will have the right to continue processing existing EPRCs
through the Wind Down period.
c. Termination for Convenience. Beginning in the first renewal term of this
Agreement, if exercised, either Party may terminate this Agreement at any time and for
any reason by providing the other party with 180 days written notice of termination. It is
understood that in the event either party exercises its right to terminate this agreement
for convenience the City may, upon conclusion of the 180 day written notice period,
engage another entity to perform the same or similar services as described herein and
EMS/MC will receive no additional EPRCs from the City, but EMS/MC shall continue
processing existing EPRCs through the end of the Wind Down period but no longer
thereafter.
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d. Immediate Termination. Either party may terminate this Agreement
immediately as a result of the following:
i. Failure of Client to make timely payments due under this Agreement;
ii. Injury to any customer, independent contractor, employee or agent of
the other party hereto arising from the gross negligence or willful
misconduct of a party;
iii. Harassment of any employee or contractor of a party or commitment of
any act by a party which creates an offensive work environment; or
iv. Commitment of any unethical or immoral act which harms the other party
or could have the effect of harming the other party.
V. Fiscal Funding Out. In the event no funds or insufficient funds are
appropriated by the Client in any fiscal period for any payments due
hereunder, the Client will notify EMSJMC of such occurrence and this
Agreement shall terminate on the last day of the fiscal period for which
appropriations were received without penalty or expense to the Client of
any kind whatsoever, except as to the portions of the payments herein
agreed upon for which funds have been appropriated.
8. RESPONSIBILITIES UPON TERMINATION.
a. Subject to Client's payment of all amounts due hereunder, upon any
termination of this Agreement, and during the period of any notice of termination, EMSJMC
will make available to Client or its authorized representatives data from the billing system
regarding open accounts in an electronic format, and will otherwise reasonably cooperate
and assist in any transition of the Services to Client, or its successor billing agent. Upon
request, EMSIMC will provide to Client trip data associated with the claims submitted by
EMSJMC on behalf of Client pursuant to this Agreement. EMSJMC shall retain financial
and billing records not tendered or returned to Client on termination hereof for at least ten
(10) years following the date of service.
b. Following termination of this Agreement, for a period of ninety (90) days (the
"Wind Down"), EMSJMC will continue its billing and collection efforts as to those accounts
with dates of services prior to termination, subject to the terms and conditions of this
Agreement including, but not limited to, Section 5. Client will continue to provide EMSIMC
with copies of checks and payments on those accounts which were filed by EMSJMC
under this Agreement. EMSIMC shall have no further responsibilities as to such accounts
after the Wind Down, however, EMSIMC shall be entitled to compensation as provided in
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Section 5(a) for such amounts filed by EMSIMC and collected by Client during the wind
down period. During the Wind Down and for up to twelve months following termination of
this Agreement, EMSIMC shall continue to make the Portals available to Client, subject
the applicable Terms of Use. Notwithstanding the foregoing, in the event EMSIMC
terminated this Agreement pursuant to Sections 6(b) or 6(c), EMSIMC shall have no
obligation to provide any Services after the date of termination.
9. EXCLUSIVITY AND MISCELLANEOUS BILLING POLICIES.
a. During the term of this Agreement, EMSIMC shall be Client's exclusive
provider of the RCM Services. Client may not directly file, submit or invoice for any
medical or medical transportation services rendered while this Agreement is in effect.
b. In addition, Client agrees not to collect or accept payment for services from
any patient unless the service requested does not meet coverage requirements under
any insurance program in which the patient is enrolled or the patient is uninsured.
Payments received directly by Client for these services must be reported to EMSIMC as
provided in Section 3(f) hereof and shall be treated as Net Collections for purposes of
Section 5(a) hereof.
c. In compliance with CMS regulations, Medicare patients will not be charged
by Client a higher rate or amount for identical covered services charged to other insurers
or patients. Accordingly, only one fee schedule shall exist and be used in determining
charges for all patients regardless of insurance coverage.
d. EMSIMC reserves the right not to submit a claim for reimbursement on any
patient in which the PCR and/or associated medical records are incomplete or appear to
be inaccurate or do not contain enough information to substantiate or justify
reimbursement. This includes missing patient demographic information, insurance
information, Physician Certification Statements (PCS) or any required crew and/or patient
signatures, or otherwise contradictory medical information. In the event EMSIMC decides
not to submit a claim for reimbursement under this subsection, EMSIMC must notify Client
within five (5) business days and send the file back to Client for review.
e. Client and EMSIMC shall implement and maintain a working compliance
plan ("Compliance Plan") in accordance with the most current guidelines of the U.S.
Department of Health and Human Services ("HHS"). The Compliance Plan must include,
but not be limited to, formal written policies and procedures and standards of conduct,
designation of a compliance officer, quality assurance policy and effective training and
education programs.
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f. In accordance with the HHS Office of Inspector General ("OIG") Compliance
Program Guidance for Third -Party Medical Billing Companies, EMSIMC is obligated to
report misconduct to the government, if EMSIMC discovers credible evidence of Client's
continued misconduct or flagrant, fraudulent or abusive conduct. In the event of such
evidence, EMSIMC has the right to (a) refrain from submitting any false or inappropriate
claims, (b) terminate this Agreement and/or (c) report the misconduct to the appropriate
authorities.
10. NON-INTERFERENCE/NON-SOLICITATION OF EMSIMC EMPLOYEES.
The Parties understand and agree that the relationship between the Parties and each of
its respective employees constitutes a valuable asset of the other. Accordingly, the
Parties agree that both during the term of this Agreement and for a period beginning on
the date of termination of this Agreement, whatever the reason, and ending one (1) year
after the date of termination of this Agreement (the "Restricted Period"), the Parties shall
not, without the other Party's prior written consent, directly or indirectly, solicit or recruit
for employment; attempt to solicit or recruit for employment; or attempt to hire or accept
as an employee, consultant, contractor, or otherwise, or accept any work from the other
Party's employees with whom the other Party had material contact during the term of this
Agreement, in any position where the other Party would receive from such employees the
same or similar services that the other Party performed for the other Party during the term
of this Agreement. The Parties' also agree during the Restricted Period not to unlawfully
urge, encourage, induce, or attempt to urge, encourage, or induce any employee of the
other Party to terminate his or her employment with their employer. The Parties have
carefully read and considered the provisions of Section 9 hereof, and having done so,
agree that the restrictions set forth in such section (including, but not limited to, the time
period) are fair and reasonable and are reasonably required for the protection of the
legitimate interests of the Parties, their officers, directors, shareholders, and employees.
11. PRIVACY.
a. Confidentiality. The Parties acknowledge that they will each provide to the
other Confidential Information as part of carrying out the terms of this Agreement.
EMSIMC and Client will be both a Receiving Party and a Disclosing Party at different
times. The Receiving Party agrees that it will not (i) use any such Confidential Information
in any way, except for the exercise of its rights and performance of its obligations under
this Agreement, or (ii) disclose any such Confidential Information to any third party, other
than furnishing such Confidential Information to its employees, consultants, and
subcontractors, who are subject to the safeguards and confidentiality obligations
contained in this Agreement and who require access to the Confidential Information in the
performance of the obligations under this Agreement. In the event that the Receiving
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Party is required by applicable law to make any disclosure of any of the Disclosing Party's
Confidential Information, by subpoena, judicial or administrative order or otherwise, the
Receiving Party will first give written notice of such requirement to the Disclosing Party,
and will permit the Disclosing Party to intervene in any relevant proceedings to protect its
interests in the Confidential Information, and provide reasonable cooperation to the
Disclosing Party in seeking to obtain such protection, at the Disclosing Party's sole
expense. The above notwithstanding, Client is a government entity under the laws of the
State of Texas and all documents held or maintained by Client are subject to disclosure
under the Texas Public Information Act. In the event there is a request for information that
is considered Confidential or Proprietary by EMSIMC, Client shall promptly notify
EMSIMC. It will be the responsibility of EMSIMC to submit reasons objecting to disclosure.
A determination on whether such reasons are sufficient will not be decided, by Client, but
by the Office of the Attorney General of the State of Texas or by a court of competent
jurisdiction. "Confidential Information" means the provisions of the Agreement (including,
but not limited to, the financial terms herein) and any information disclosed by a Party (the
"Disclosing Party") to the other Party (the "Receiving Party"). Information will not be
deemed Confidential Information hereunder if the Receiving Party can prove by
documentary evidence that such information: (a) was known to the Receiving Party prior
to receipt from the Disclosing Party directly or indirectly from a source other than one
having an obligation of confidentiality to the Disclosing Party; (b) becomes known
(independently of disclosure by the Disclosing Party) to the Receiving Party directly or
indirectly from a source other than one having an obligation of confidentiality to the
Disclosing Party; (c) becomes publicly known or otherwise ceases 'to be secret or
confidential, except through a breach of this Agreement by the Receiving Party; or (d) is
independently developed by the Receiving Party without the use of any Confidential
Information of the Disclosing Party.
b. HIPAA Compliance. The parties agree to comply with the Business
Associate Addendum, attached hereto and incorporated by reference herein as
Attachment 1, documenting the assurances and other requirements respecting the use
and disclosure of Protected Health Information. It is Client's responsibility to ensure that
it obtains all appropriate and necessary authorizations and consents to use or disclose
any individually identifiable health information in compliance with all federal and state
privacy laws, rules and regulations, including but not limited to the Health Insurance
Portability and Accountability Act. In the event that this Agreement is, or activities
permitted or required by this Agreement are, inconsistent with or do not satisfy the
requirements of any applicable privacy or security law, rule or regulation, the parties shall
take any reasonably necessary action to remedy such inconsistency.
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12. DISCLAIMERS, LIMITATIONS OF LIABILITY AND DISPUTE RESOLUTION
a. Each Party acknowledges that the liability limitations and warranty
disclaimers in the Agreement are independent of any remedies hereunder and shall apply
regardless of whether any remedy fails of its essential purpose. Client acknowledges that
the limitations of liability set forth in this Agreement are integral to the amount of
consideration offered and charged in connection with the Services and that, were
EMSIMC to assume any further liability other than as provided in the Agreement, such
consideration would of necessity be set substantially higher.
b. EMSIMC and Client acknowledge and agree that despite their best efforts,
billing errors may occur from time to time. Each party will promptly, but in no event later
than three (3) business days, notify the other party of the discovery of a billing error.
EMSIMC's sole obligation in the event of a billing error will be to correct the error by
making appropriate changes to the information in its system, posting a refund to the client
if appropriate, refunding any payment made by Client to EMSIMC related to the refunded
amount, re -billing the underlying claim if permissible, and payment of any fines assessed
by a third party due a billing error.
c. Except for any express warranty provided herein or in the applicable exhibit,
the services are provided on an "as is," "as available" basis. Client agrees that use of the
services is at client's sole risk; and, to the maximum extent permitted by law, EMSIMC
expressly disclaims any and all other express or implied warranties with respect to the
services including, but not limited to, warranties of merchantability, fitness for a particular
purpose, title, non -infringement or warranties alleged to arise as a result of custom and
usage.
d. A "Claim" is defined as any claim or other matter in dispute between
EMSIMC and Client that arises from or relates in any way to this Agreement or to the
Services, or data provided by EMSIMC hereunder, regardless of whether such claim or
matter is denominated as a contract claim, tort claim, warranty claim, indemnity claim,
statutory claim, arbitration demand, or otherwise.
e. To the fullest extent allowed by law, the total liability of EMSIMC to Client
regarding any and all Claims shall be capped at, and shall in no event exceed, limitations
of insurance as defined by the Certificate of Insurance (COI) (the "Liability Cap"). All
amounts that may be potentially awarded against EMSIMC in connection with a Claim
are included in and subject to the Liability Cap and shall not cause the Liability Cap to be
exceeded, including, without limitation, all direct compensatory damages, interest, costs,
expenses, and attorneys' fees. Provided, however, that nothing in the foregoing shall be
construed as an admission of liability by EMSIMC in any amount or as a waiver or
14
31822782v9
compromise of any other defense that may be available to EMSIMC regarding any Claim.
The liability cap shall exclude violations under the Health Insurance Portability and
Accountability Act (HIPAA) or the Health Information Technology for Economic and
Clinical Health Act (HITECH).
f. Client agrees that any Claim Client may have against EMSIMC, including
EMSIMC's past or present employees or agents, shall be brought individually and Client
shall not join such Claim with claims of any other person or entity or bring, join or
participate in a class action against EMSIMC.
g. To the fullest extent allowed by law, EMSIMC and Client waive claims
against each other for consequential, indirect, incidental, special damages in excess of
three times the average monthly RCM Fee in the most recent twelve month period as well
as punitive, exemplary, and treble damages, and for any other damages in excess of
direct, compensatory damages including, but not limited to, loss of profits, loss of data, or
loss of business, regardless of whether such claim or matter is denominated as a contract
claim, tort claim, warranty claim, statutory claim, arbitration demand, or otherwise, even
if a party has been apprised of the possibility or likelihood of such damages occurring (the
"Non -Direct Damages Waiver"). The Non -Direct Damages Waiver shall not apply in the
event there is an award of damages against Client to a third party.
h. EMSIMC HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD
HARMLESS, AND DEFEND CLIENT, ITS OFFICERS, AGENTS, REPRESENTATIVES,
SERVANTS, AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR
LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR
EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS
TO CLIENT BUSINESS AND ANY RESULTING LOST PROFITS) AND PERSONAL
INJURY, INCLUDING, BUT NOT LIMITED TO, DEATH, TO ANY AND ALL PERSONS,
ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT
CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF
EMSIMC, ITS OFFICERS, AGENTS, REPRSENTATIVES, SERVANTS, EMPLOYEES,
CONTRACTORS, OR SUBCONTRACTORS. Provided, however, that this indemnity is
subject to the following further conditions and limitations: (i) Client must allow EMSIMC
the opportunity to direct and control the defense and handling of the matter for which
indemnity is or may be sought so long as EMSIMC keeps Client reasonably informed,
which shall include advanced notice of all filings, statements, and other actions, and
provides Client the opportunity to provide input regarding such actions; (ii) Client must not
agree to any settlement or other voluntary resolution of a matter for which indemnity is or
may be sought without EMSIMC`s express consent; and (iv) Client shall not seek or be
entitled to indemnify for amounts that Client reimburses or refunds to Medicaid, Medicare,
15
31822782v9
any governmental entity, any insurer, or any other payer as a result of medical services
or medical transportation services for which Client should not have received payment in
the first place under applicable rules, regulations, standards and policies; provided,
however, that EMSIMC must reimburse Client for amounts Client paid to EMSIMC in
connection with this agreement if Client is required to provide a reimbursement or refund
to Medicaid, Medicare, any governmental entity, any insurer, or any other payer as a
result of medical services or medical transportation services for which Client s should not
have received payment. Client waives all rights of indemnity against EMSIMC not in
accordance with this subsection.
13.GENERAL.
a. Status of Parties. Nothing contained in this Agreement shall be construed
as establishing a partnership or joint venture relationship between EMSIMC and Client,
or as establishing an agency relationship beyond EMSIMC's service as a billing and
collection agent of Client under the express terms of this Agreement. EMSIMC and its
employees and representatives shall have no legal authority to bind Client.
b. Assignment. Neither this Agreement nor any rights or obligations hereunder
shall be assigned by either party without prior written consent of the other party. Any
purported assignment in violation of this Section 12(b) shall be null and void.
c. Bindinq Effect. This Agreement shall inure to the benefit of and be binding
upon the parties hereto and their respective successors, assigns (where permitted), and
transferees.
d. Notices. All notices required or permitted by this Agreement shall be in
writing and shall be deemed to have been given: (i) on the day received, if personally
delivered; (ii) on the day received if sent by a recognized overnight delivery service,
according to the courier's record of delivery; and (iii) on the 5th (fifth) calendar day after
the date mailed by certified or registered mail. Such notices shall be addressed as
follows:
Client:
City of Fort Worth
c/o Anthony Rousseau, Deputy Finance Director, Financial Management
Services
100 Fort Worth Trail, 12th Floor
Fort Worth, Texas 76102
EMSIMC:
16
31822782v9
EMS Management & Consultants, Inc.
Chief Executive Officer
2540 Empire Drive
Suite 100
Winston-Salem, NC 27103
Either party may change its address for notices under this Agreement by giving
written notice of such change to the other party in accordance with the terms of this
section.
e. Governinq Law. This Agreement and the rights and obligations of the
parties hereunder shall be construed in accordance with and governed by the laws of the
State of Texas, notwithstanding any conflicts of law rules to the contrary.
f. Integration of Terms. This instrument together with all attachments, exhibits
and schedules constitutes the entire agreement between the parties, and supersedes all
prior negotiations, commitments, representations and undertakings of the parties with
respect to its subject matter. Without limiting the foregoing, this Agreement supersedes
and takes precedence over any inconsistent terms contained in any Request for Proposal
("RFP") from Client and any response to that RFP from EMSIMC.
g. Amendment and Waiver. This Agreement maybe amended or modified only
by an instrument signed by all of the parties. A waiver of any provision of this Agreement
must be in writing, designated as such, and signed by the party against whom
enforcement of the waiver is sought. The waiver of a breach of any provision of this
Agreement shall not operate or be construed as a waiver of any subsequent or other
breach thereof.
h. Severability. If any provision of this Agreement shall not be valid for any
reason, such provision shall be entirely severable from, and shall have no effect upon,
the remainder of this Agreement. Any such invalid provision shall be subject to partial
enforcement to the extent necessary to protect the interest of the parties hereto.
i. Force Majeure. City and Vendor shall exercise their best efforts to meet
their respective duties and obligations as set forth in this Agreement, but shall not be held
liable for any delay or omission in performance due to force majeure or other causes
beyond their reasonable control, including, but not limited to, compliance with any
government law, ordinance or regulation, acts of God, acts of the public enemy, fires,
strikes, lockouts, natural disasters, wars, riots, epidemics or pandemics, material or labor
restrictions by any governmental authority, transportation problems, restraints or
prohibitions by any court, board, department, commission, or agency of the United States
17
31822782v9
or of any States, civil disturbances, other national or regional emergencies, and/or any
other similar cause not enumerated herein but which is beyond the reasonable control of
the Party whose performance is affected (collectively "Force Majeure Event"). The
performance of any such obligation is suspended during the period of, and only to the
extent of, such prevention or hindrance, provided the affected Party provides notice of the
Force Majeure Event, and an explanation as to how it hinders the party's performance,
as soon as reasonably possible, as determined in the City's discretion, after the
occurrence of the Force Majeure Event. The form of notice required by this section shall
be the same as section 12(d) above. Third Party Beneficiaries. There are no third -party
beneficiaries to this Agreement.
j. Counterparts. This Agreement may be executed in multiple counterparts
by a duly authorized representative of each party.
k. Survival. All terms which by their nature survive termination shall survive
termination or expiration of the Agreement including, but not limited to, Sections 3(c), 3(f)
— (h), 5(a), 5(c), 7, 9 —12.
I. Riqht to Audit. EMSIMC agrees that the Client shall, until the expiration of
three (3) years after final payment under this Agreement, have access to and the right to
examine at reasonable times any directly pertinent books, documents, papers and
records of the EMSIMC involving transactions relating to this Agreement at no additional
cost to the Client. EMSIMC agrees that the Client shall have access during normal
working hours to all necessary EMSIMC facilities and shall be provided adequate and
appropriate work space in order to conduct audits in compliance with the provisions of
this section. The Client shall give EMSIMC not less than 10 days written notice of any
intended audits.
m. Prohibition on Bovcottinq Enerqv Companies. EMSIMC acknowledges that
in accordance with Chapter 2276 of the Texas Government Code, the Client is prohibited
from entering into a contract for goods or services that has a value of $100,000 or more
that is to be paid wholly or partly from public funds of the Client with a company with 10
or more full-time employees unless the contract contains a written verification from the
company that it: (1) does not boycott energy companies; and (2) will not boycott energy
companies during the term of the contract. The terms "boycott energy company" and
"company" have the meaning ascribed to those terms by Chapter 2276 of the Texas
Government Code. To the extent that Chapter 2276 of the Government Code is applicable
to this Agreement, by signing this Agreement, EMSIMC certifies that Contractor's
signature provides written verification to the Client that Contractor: (1) does not boycott
31822782v9
energy companies; and (2) will not boycott energy companies during the term of this
Agreement.
n. Prohibition on Discrimination Against Firearm and Ammunition Industries.
EMSIMC acknowledges that except as otherwise provided by Chapter 2274 of the Texas
Government Code, the Client is prohibited from entering into a contract for goods or
services that has a value of $100,000 or more that is to be paid wholly or partly from
public funds of the Client with a company with 10 or more full-time employees unless the
contract contains a written verification from the company that it: (1) does not have a
practice, policy, guidance, or directive that discriminates against a firearm entity or firearm
trade association; and (2) will not discriminate during the term of the contract against a
firearm entity or firearm trade association. The terms "discriminate," "firearm entity" and
"firearm trade association" have the meaning ascribed to those terms by Chapter 2274 of
the Texas Government Code. To the extent that Chapter 2274 of the Government Code
is applicable to this Agreement, by signing this Agreement, EMSIMC certifies that
Contractor's signature provides written verification to the Client that Contractor: (1) does
not have a practice, policy, guidance, or directive that discriminates against a firearm
entity or firearm trade association; and (2) will not discriminate against a firearm entity or
firearm trade association during the term of this Agreement.
o. No Bovcott of Israel. If EMSIMC has fewer than 10 employees or the
Agreement is for less than $100,000, this section does not apply. EMSIMC acknowledges
that in accordance with Chapter 2271 of the Texas Government Code, Client is prohibited
from entering into a contract with a company for goods or services unless the contract
contains a written verification from the company that it: (1) does not boycott Israel; and
(2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and
"company" shall have the meanings ascribed to those terms in Section 2271 of the Texas
Government Code. By signing this Addendum, EMSIMC certifies that EMSIMC's
signature provides written verification to Client that EMSIMC: (1) does not boycott Israel;
and (2) will not boycott Israel during the term of the Agreement.
p. Data Breach. EMSIMC further agrees that it will monitor and test its
data safeguards from time to time, and further agrees to adjust its data safeguards
from time to time in light of relevant circumstances or the results of any relevant
testing or monitoring. If EMSIMC suspects or becomes aware of any unauthorized
access to any financial or personal identifiable information ("Personal Data") by
any unauthorized person or third party, or becomes aware of any other security
breach relating to Personal Data held or stored by EMSIMC under the Agreement
or in connection with the performance of any services performed under the
19
31822782v9
Agreement or any Statement(s) of Work ("Data Breach"), EMSIMC shall as soon as
practicable but in no event later than 3 business days notify Client in writing and
shall fully cooperate with Client at EMSIMC's expense to prevent or stop such Data
Breach. In the event of such Data Breach, EMSIMC shall fully comply with
applicable laws, and shall take the appropriate steps to remedy such Data Breach.
EMSIMC will defend, indemnify and hold Client, its Affiliates, and their respective
officers, directors, employees and agents, harmless from and against any and all
claims, suits, causes of action, liability, loss, costs and damages, including
reasonable attorney fees, arising out of or relating to any third party claim arising
from breach by EMSIMC of its obligations contained in this Section, except to the
extent resulting from the acts or omissions of Client. All Personal Data to which
EMSIMC has access under the Agreement, as between EMSIMC and Client, will
remain the property of Client. Client hereby consents to the use, processing and/or
disclosure of Personal Data only for the purposes described herein and to the
extent such use or processing is necessary for EMSIMC to carry out its duties and
responsibilities under the Agreement, any applicable Statement(s) of Work, or as
required by law. EMSIMC will not transfer Personal Data to third parties other than
through its underlying network provider to perform its obligations under the
Agreement, unless authorized in writing by Client. EMSJMC's obligation to defend,
hold harmless and indemnify Client shall remain in full effect if the Data Breach is
the result of the actions of a third party. All Personal Data delivered to EMSIMC
shall be stored in the United States or other jurisdictions approved by Client in
writing and shall not be transferred to any other countries or jurisdictions without
the prior written consent of Client.
q. Review of Counsel. The parties acknowledge that each party and its
counsel have reviewed this Agreement and that the normal rules of construction to the
effect that any ambiguities are to be resolved against the drafting party shall not be
employed in the interpretation of this Agreement or exhibits hereto.
r. Electronic Sianatures. This Agreement may be executed by electronic
signature, which will be considered as an original signature for all purposes and have the
same force and effect as an original signature. For these purposes, "electronic signature"
means electronically scanned and transmitted versions (e.g. via pdf file or facsimile
transmission) of an original signature, or signatures electronically inserted via software
such as Adobe Sign.
s. Insurance.
20
31822782v9
1.1. The EMSIMC shall carry the following insurance coverage with a company
that is licensed to do business in Texas or otherwise approved by the Client:
1.1.1. Commercial General Liability:
1.1.1.1. Combined limit of not less than $2,000,000 per
occurrence; $4,000,000 aggregate; or
1.1.1.2. Combined limit of not less than $1,000,000 per
occurrence; $2,000,000 aggregate and Umbrella Coverage in the amount
of $4,000,000. Umbrella policy shall contain a follow -form provision and
shall include coverage for personal and advertising injury.
1.1.1.3. Defense costs shall be outside the limits of liability.
1.1.2. Statutory Workers' Compensation and Employers' Liability
Insurance requirements per the amount required by statute.
1.1.3. Technology Liability (Errors & Omissions)
1.1.3.1. Combined limit of not less than $2,000,000 per
occurrence; $4million aggregate or
1.1.3.2. Combined limit of not less than $1,000,000 per
occurrence; $2,000,000 aggregate and Umbrella Coverage in the amount
of $4,000,000. Umbrella policy shall contain a follow -form provision and
shall include coverage for personal and advertising injury. The umbrella
policy shall cover amounts for any claims not covered by the primary
Technology Liability policy. Defense costs shall be outside the limits of
liability.
1.1.3.3. Coverage shall include, but not be limited to, the
following:
1.1.3.3.1. Failure to prevent unauthorized access;
1.1.3.3.2. Unauthorized disclosure of information;
1.1.3.3.3. Implantation of malicious code or computer
virus;
1.1.3.3.4. Fraud, Dishonest or Intentional Acts with
final adjudication language;
1.1.3.3.5. Intellectual Property Infringement coverage,
specifically including coverage for intellectual property infringement
claims and for indemnification and legal defense of any claims of
intellectual property infringement, including infringement of patent,
copyright, trade mark or trade secret, brought against the Client for
use of Deliverables, Software or Services provided by EMSIMC
21
31822782v9
under this Agreement;
1.1.3.3.6. Technology coverage may be provided
through an endorsement to the Commercial General Liability (CGL)
policy, a separate policy specific to Technology E&O, or an
umbrella policy that picks up coverage after primary coverage is
exhausted. Either is acceptable if coverage meets all other
requirements. Technology coverage shall be written to indicate that
legal costs and fees are considered outside of the policy limits and
shall not erode limits of liability. Any deductible will be the sole
responsibility of the EMSIMC and may not exceed $50,000 without
the written approval of the Client. Coverage shall be claims -made,
with a retroactive or prior acts date that is on or before the effective
date of this Agreement. Coverage shall be maintained for the
duration of the contractual agreement and for two (2) years
following completion of services provided. An annual certificate of
insurance, or a full copy of the policy if requested, shall be
submitted to the Client to evidence coverage; and
1.1.3.3.7. Any other insurance as reasonably
requested by Client.
1.2. General Insurance Requirements:
1.2.1. All applicable policies shall name the Client as an additional insured
thereon, as its interests may appear. The term Client shall include its employees,
officers, officials, agents, and volunteers in respect to the contracted services.
Coverage shall be provided on a primary non-contributory basis with any other insurance and self-
insurance.
1.2.2. The workers' compensation policy shall include a Waiver of
Subrogation (Right of Recovery) in favor of the Client.
1.2.3. A minimum of Thirty (30) days' notice of cancellation or reduction in
limits of coverage shall be provided to the Client. Ten (10) days' notice shall be
acceptable in the event of non-payment of premium. Notice shall be sent to the
Risk Manager, City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102,
with copies to the City Attorney at the same address.
1.2.4. The insurers for all policies must be licensed and/or approved to do
business in the State of Texas. All insurers must have a minimum rating of A- VII
in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial
strength and solvency to the satisfaction of Risk Management. If the rating is
below that required, written approval of Risk Management is required.
1.2.5. Any failure on the part of the Client to request required insurance
documentation shall not constitute a waiver of the insurance requirement.
1.2.6. Certificates of Insurance evidencing that the EMSIMC has obtained
all required insurance shall be delivered to and approved by the Client's Risk
Management Division prior to execution of this Agreement.
22
31822782v9
23
3, 8val820
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly
executed on the later of the dates set forth below.
Each person whose signature appears hereon represents, warrants and guarantees that
he/she has been duly authorized and has full authority to execute this Agreement on
behalf of the party on whose behalf this Agreement is executed.
ACCEPTED AND AGREED:
CITY OF FORT WORTH:
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I the person
responsible for the monitoring and
administration of
By:
this contract, including ensuring all performance and
Name: Jesus "Jay" Chapa reporting requirements.
Title: City Manager
Date:
By: Anthony Rousseau(Jun 5, 202512:52CDT)
Naive: Anthony "Tony" Rousseau
APPROVAL RECOMMENDED: Title: FMS, Deputy Director
APPROVED AS TO FORM AND LEGALITY:
By: RegitlA—
nal(Jun 5, 202513:08 CDT)
Name: Reginald Zeno
Title: FMS, Director
By:
Name: Taylor Paris
ATTEST:
FO
4F Rro�°a
Title: Assistant City Attorney
Cog °r-1P
CONTRACT AUTHORIZATION:
/j
dIl QEXPsa'O4
M&C:
By:
1295:
Name: Jannette S. Goodall
Title: City Secretary
VENDOR:
By. —
Name: George Abatjoglou
Title: President
Date: 06/05/2025
24 OFFICIAL RECORD
31822782v9 CITY SECRETARY
FT. WORTH, TX
Exhibit A
Exhibit P
Patient Demographics Provided by Client
1. Projected annual billable trip volume:
2. Payor mix:
Medicare —
Medicare HMO -
Medicaid —
Medicaid HMO -
Insurance (including auto and comp, etc.) —
Self -Pay —
Treat No Transport —
Jail Transports (billed to JPS if no private insurance) -
3. Run mix:
ALS-E —
BL-E —
ALS-II
SCT-
ET- III
MIH
Dead On Scene
4. Loaded mileage:
25
31822782v9
Exhibit B
Business Associate Addendum
This Business Associate Addendum (the "Addendum") is made effective the 1 st day of July, 2025,
by and between City of Fort Worth, TX, hereinafter referred to as "Covered Entity," and EMS
Management & Consultants, Inc., hereinafter referred to as "Business Associate" (individually, a
"Party" and collectively, the "Parties").
WITNESSETH:
WHEREAS, the Parties wish to enter into a Business Associate Addendum to ensure
compliance with the Privacy and Security Rules of the Health Insurance Portability and
Accountability Act of 1996 ("HIPAA Privacy and Security Rules") (45 C.F.R. Parts 160 and 164);
and
WHEREAS, the Health Information Technology for Economic and Clinical Health
("HITECH") Act of the American Recovery and Reinvestment Act of 2009, Pub. L. 111-5, modified
the HIPAA Privacy and Security Rules (hereinafter, all references to the "HIPAA Privacy and
Security Rules" include all amendments thereto set forth in the HITECH Act and any
accompanying regulations); and
WHEREAS, the Parties have entered into a Billing Services Agreement (the "Agreement")
whereby Business Associate will provide certain services to Covered Entity and, pursuant to such
Agreement, Business Associate may be considered a "business associate" of Covered Entity as
defined in the HIPAA Privacy and Security Rules; and
WHEREAS, Business Associate may have access to Protected Health Information or
Electronic Protected Health Information (as defined below) in fulfilling its responsibilities under the
Agreement; and
WHEREAS, Covered Entity wishes to comply with the HIPAA Privacy and Security Rules,
and Business Associate wishes to honor its obligations as a Business Associate to Covered
Entity.
THEREFORE, in consideration of the Parties' continuing obligations under the Agreement, and
for other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Parties agree to the provisions of this Addendum.
DEFINITIONS
Except as otherwise defined herein, any and all capitalized terms in this Addendum shall have
the definitions set forth in the HIPAA Privacy and Security Rules. In the event of an inconsistency
between the provisions of this Addendum and mandatory provisions of the HIPAA Privacy and
Security Rules, as amended, the HIPAA Privacy and Security Rules in effect at the time shall
control. Where provisions of this Addendum are different than those mandated by the HIPAA
26
31822782v9
Privacy and Security Rules, but are nonetheless permitted by the HIPAA Privacy and Security
Rules, the provisions of this Addendum shall control.
The term "Breach" means the unauthorized acquisition, access, use, or disclosure of protected
health information which compromises the security or privacy of such information, except where
an unauthorized person to whom such information is disclosed would not reasonably have been
able to retain such information. The term "Breach" does not include: (1) any unintentional
acquisition, access, or use of protected health information by any employee or individual acting
under the authority of a covered entity or business associate if (a) such acquisition, access, or
use was made in good faith and within the course and scope of the employment or other
professional relationship of such employee or individual, respectively, with the covered entity or
business associate, and (b) such information is not further acquired, accessed, used, or disclosed
by any person; or (2) any inadvertent disclosure from an individual who is otherwise authorized
to access protected health information at a facility operated by a covered entity or business
associate to another similarly situated individual at same facility; and (3) any such information
received as a result of such disclosure is not further acquired, accessed, used, or disclosed
without authorization by any person.
The term "Electronic Health Record" means an electronic record of health -related information on
an individual that is created, gathered, managed, and consulted by authorized health care
clinicians and staff.
The term "HIPAA Privacy and Security Rules" refers to 45 C.F.R. Parts 160 and 164 as currently
in effect or hereafter amended.
The term "Protected Health Information" means individually identifiable health information as
defined in 45 C.F.R § 160.103, limited to the information Business Associate receives from, or
creates, maintains, transmits, or receives on behalf of, Covered Entity.
The term "Electronic Protected Health Information" means Protected Health Information which is
transmitted by or maintained in Electronic Media (as now or hereafter defined in the HIPAA
Privacy and Security Rules).
The term "Secretary" means the Secretary of the Department of Health and Human Services.
The term "Unsecured Protected Health Information" means Protected Health Information that is
not rendered unusable, unreadable, or indecipherable to unauthorized individuals through the use
of a technology or methodology specified by the Secretary in guidance published in the Federal
Register at 74 Fed. Reg. 19006 on April 27, 2009 and in annual guidance published thereafter.
PERMITTED USES AND DISCLOSURES BY BUSINESS ASSOCIATE
a. Business Associate may use or disclose Protected Health Information to perform
functions, activities, or services for, or on behalf of, Covered Entity as specified in the Agreement
or this Addendum, provided that such use or disclosure would not violate the HIPAA Privacy and
Security Rules if done by Covered Entity. Until such time as the Secretary issues regulations
pursuant to the HITECH Act specifying what constitutes "minimum necessary" for purposes of the
HIPAA Privacy and Security Rules, Business Associate shall, to the extent practicable, disclose
only Protected Health Information that is contained in a limited data set (as defined in Section
164.514(e)(2) of the HIPAA Privacy and Security Rules), unless the person or entity to whom
Business Associate is making the disclosure requires certain direct identifiers in order to
27
31822782v9
accomplish the intended purpose of the disclosure, in which event Business Associate may
disclose only the minimum necessary amount of Protected Health Information to accomplish the
intended purpose of the disclosure.
b. Business Associate may use Protected Health Information in its possession for its
proper management and administration and to fulfill any present or future legal responsibilities of
Business Associate, provided that such uses are permitted under state and federal confidentiality
laws.
c. Business Associate may disclose Protected Health Information in its possession to third
parties for the purposes of its proper management and administration or to fulfill any present or
future legal responsibilities of Business Associate, provided that:
1. the disclosures are required by law; or
2. Business Associate obtains reasonable assurances from the third parties to
whom the Protected Health Information is disclosed that the information will remain confidential
and be used or further disclosed only as required by law or for the purpose for which it was
disclosed to the third party, and that such third parties will notify Business Associate of any
instances of which they are aware in which the confidentiality of the information has been
breached.
d. Until such time as the Secretary issues regulations pursuant to the HITECH Act
specifying what constitutes "minimum necessary" for purposes of the HIPAA Privacy and Security
Rules, Business Associate shall, to the extent practicable, access, use, and request only
Protected Health Information that is contained in a limited data set (as defined in Section
164.514(e)(2) of the HIPAA Privacy and Security Rules), unless Business Associate requires
certain direct identifiers in order to accomplish the intended purpose of the access, use, or
request, in which event Business Associate may access, use, or request only the minimum
necessary amount of Protected Health Information to accomplish the intended purpose of the
access, use, or request. Covered Entity shall determine what quantum of information constitutes
the "minimum necessary" amount for Business Associate to accomplish its intended purposes.
e. Business Associate may use Protected Health Information to de -identify such
information in accordance with 45 C.F.R. § 164.514(b) for Business Associate's own business
purposes or in connection with the services provided pursuant to the Agreement or to provide
Data Aggregation services to Customer as permitted by 45 C.F.R. 164.504(e)(2)(i)(b). Once the
Protected Health Information has been de -identified or aggregated, it is no longer considered
Protected Health Information governed by this Addendum.
III. OBLIGATIONS AND ACTIVITIES OF BUSINESS ASSOCIATE
a. Business Associate acknowledges and agrees that all Protected Health Information that
is created or received by Covered Entity and disclosed or made available in any form, including
paper record, oral communication, audio recording, and electronic display by Covered Entity or
its operating units to Business Associate or is created or received by Business Associate on
Covered Entity's behalf shall be subject to this Addendum.
b. Business Associate agrees to not use or further disclose Protected Health Information
other than as permitted or required by the Agreement, this Addendum or as required by law.
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c. Business Associate agrees to use appropriate safeguards to prevent use or disclosure
of Protected Health Information other than as provided for by this Addendum. Specifically,
Business Associate will:
1. implement the administrative, physical, and technical safeguards set forth in
Sections 164.308, 164.310, and 164.312 of the HIPAA Privacy and Security Rules that reasonably
and appropriately protect the confidentiality, integrity, and availability of any Protected Health
Information that it creates, receives, maintains, or transmits on behalf of Covered Entity, and, in
accordance with Section 164.316 of the HIPAA Privacy and Security Rules, implement and
maintain reasonable and appropriate policies and procedures to enable it to comply with the
requirements outlined in Sections 164.308, 164.310, and 164.312; and
2. report to Covered Entity any use or disclosure of Protected Health Information
not provided for by this Addendum of which Business Associate becomes aware. Business
Associate shall report to Covered Entity any Security Incident of which it becomes aware. Notice
is deemed to have been given for unsuccessful Security Incidents, such as (i) "pings" on an
information system firewall; (ii) port scans; (iii) attempts to log on to an information system or enter
a database with an invalid password or user name; (iv) denial -of -service attacks that do not result
in a server being taken offline; or (v) malware (e.g., a worms or a virus) that does not result in
unauthorized access, use, disclosure, modification or destruction of Protected Health Information.
d. Business Associate agrees to ensure that any agent, including a subcontractor, to
whom it provides Protected Health Information received from, or created or received by Business
Associate on behalf of Covered Entity, agrees to the same restrictions and conditions that apply
through this Addendum to Business Associate with respect to such information.
e. Business Associate agrees to comply with any requests for restrictions on certain
disclosures of Protected Health Information to which Covered Entity has agreed in accordance
with Section 164.522 of the HIPAA Privacy and Security Rules and of which Business Associate
has been notified by Covered Entity. In addition, and notwithstanding the provisions of Section
164,522 (a)(1)(ii), Business Associate agrees to comply with an individual's request to restrict
disclosure of Protected Health Information to a health plan for purposes of carrying out payment
or health care operations if the Protected Health Information pertains solely to a health care item
or service for which Covered Entity has been paid by in full by the individual or the individual's
representative.
f. At the request of the Covered Entity and in a reasonable time and manner, not to extend
ten (10) business days, Business Associate agrees to make available Protected Health
Information required for Covered Entity to respond to an individual's request for access to his or
her Protected Health Information in accordance with Section 164.524 of the HIPAA Privacy and
Security Rules. If Business Associate maintains Protected Health Information electronically, it
agrees to make such Protected Health Information available electronically to the applicable
individual or to a person or entity specifically designated by such individual, upon such individual's
request.
g. At the request of Covered Entity and in a reasonable time and manner, Business
Associate agrees to make available Protected Health Information required for amendment by
Covered Entity in accordance with the requirements of Section 164.526 of the HIPAA Privacy and
Security Rules.
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h. Business Associate agrees to document any disclosures of and make Protected Health
Information available for purposes of accounting of disclosures, as required by Section 164.528
of the HIPAA Privacy and Security Rules.
i. Business Associate agrees that it will make its internal practices, books, and records
relating to the use and disclosure of Protected Health Information received from, or created or
received by Business Associate on behalf of, Covered Entity, available to the Secretary for the
purpose of determining Covered Entity's compliance with the HIPAA Privacy and Security Rules,
in a time and manner designated by the Secretary, subject to attorney -client and other applicable
privileges.
j. Business Associate agrees that, while present at any Covered Entity facility and/or when
accessing Covered Entity's computer network(s), it and all of its employees, agents,
representatives and subcontractors will at all times comply with any network access and other
security practices, procedures and/or policies established by Covered Entity including, without
limitation, those established pursuant to the HIPAA Privacy and Security Rules.
k. Business Associate agrees that it will not directly or indirectly receive remuneration in
exchange for any Protected Health Information of an individual without the written authorization
of the individual or the individual's representative, except where the purpose of the exchange is:
for public health activities as described in Section 164.512(b) of the Privacy and
Security Rules;
2. for research as described in Sections 164.501 and 164.512(i) of the Privacy and
Security Rules, and the price charged reflects the costs of preparation and transmittal of the data
for such purpose;
3. for treatment of the individual, subject to any further regulation promulgated by
the Secretary to prevent inappropriate access, use, or disclosure of Protected Health Information;
4. for the sale, transfer, merger, or consolidation of all or part of Business Associate
and due diligence related to that activity;
5. for an activity that Business Associate undertakes on behalf of and at the specific
request of Covered Entity;
6. to provide an individual with a copy of the individual's Protected Health
Information pursuant to Section 164.524 of the Privacy and Security Rules; or
7. other exchanges that the Secretary determines in regulations to be similarly
necessary and appropriate as those described in this Section Ill.k.
I. Business Associate agrees that it will not directly or indirectly receive remuneration for
any written communication that encourages an individual to purchase or use a product or service
without first obtaining the written authorization of the individual or the individual's representative,
unless:
1. such payment is for a communication regarding a drug or biologic currently
prescribed for the individual and is reasonable in amount (as defined by the Secretary); or
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2. the communication is made on behalf of Covered Entity and is consistent with
the terms of this Addendum.
m. Business Associate agrees that if it uses or discloses patients' Protected Health
Information for marketing purposes, it will obtain such patients' authorization before making any
such use or disclosure.
n. Business Associate agrees to implement a reasonable system for discovery of
breaches and method of risk analysis of breaches to meet the requirements of HIPAA, The
HITECH Act, and the HIPAA Regulations, and shall be solely responsible for the methodology,
policies, and procedures implemented by Business Associate.
o. State Privacy Laws. Business Associate shall understand and comply with state privacy
laws to the extent that state privacy laws are not preempted by HIPAA or The HITECH Act.
IV. BUSINESS ASSOCIATE'S MITIGATION AND BREACH NOTIFICATION
OBLIGATIONS
a. Business Associate agrees to mitigate, to the extent practicable, any harmful effect that
is known to Business Associate of a use or disclosure of Protected Health Information by Business
Associate in violation of the requirements of this Addendum.
b. Following the discovery of a Breach of Unsecured Protected Health Information,
Business Associate shall notify Covered Entity of such Breach without unreasonable delay and in
no case later than three (3) calendar days after discovery of the Breach. A Breach shall be treated
as discovered by Business Associate as of the first day on which such Breach is known to
Business Associate or, through the exercise of reasonable diligence, would have been known to
Business Associate.
c. Notwithstanding the provisions of Section IV.b., above, if a law enforcement official
states to Business Associate that notification of a Breach would impede a criminal investigation
or cause damage to national security, then:
1. if the statement is in writing and specifies the time for which a delay is required,
Business Associate shall delay such notification for the time period specified by the official; or
2. if the statement is made orally, Business Associate shall document the
statement, including the identity of the official making it, and delay such notification for no longer
than thirty (30) days from the date of the oral statement unless the official submits a written
statement during that time.
Following the period of time specified by the official, Business Associate shall promptly deliver a
copy of the official's statement to Covered Entity.
d. The Breach notification provided shall include, to the extent possible:
1. the identification of each individual whose Unsecured Protected Health
Information has been, or is reasonably believed by Business Associate to have been, accessed,
acquired, used, or disclosed during the Breach;
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2. a brief description of what happened, including the date of the Breach and the
date of discovery of the Breach, if known;
3. a description of the types of Unsecured Protected Health Information that were
involved in the Breach, if known (such as whether full name, social security number, date of birth,
home
address, account number, diagnosis, disability code, or other types of information were involved);
4. any steps individuals should take to protect themselves from potential harm
resulting from the Breach; and
5. a brief description of what Business Associate is doing to investigate the Breach,
to mitigate harm to individuals, and to protect against any further Breaches.
e. Business Associate shall provide the information specified in Section IVA., above, to
Covered Entity at the time of the Breach notification if possible or promptly thereafter as
information becomes available. Business Associate shall not delay notification to Covered Entity
that a Breach has occurred in order to collect the information described in Section IVA. and shall
provide such information to Covered Entity even if the information becomes available after the
three (3)-day period provided for initial Breach notification.
V. OBLIGATIONS OF COVERED ENTITY
a. Upon request of Business Associate, Covered Entity shall provide Business Associate
with the notice of privacy practices that Covered Entity produces in accordance with Section
164.520 of the HIPAA Privacy and Security Rules.
b. Covered Entity shall provide Business Associate with any changes in, or revocation of,
permission by an individual to use or disclose Protected Health Information, if such changes affect
Business Associate's permitted or required uses and disclosures.
c. Covered Entity shall notify Business Associate of any restriction to the use or disclosure
of Protected Health Information to which Covered Entity has agreed in accordance with Section
164.522 of the HIPAA Privacy and Security Rules, and Covered Entity shall inform Business
Associate of the termination of any such restriction, and the effect that such termination shall
have, if any, upon Business Associate's use and disclosure of such Protected Health Information.
VI. TERM AND TERMINATION
a. Term. The Term of this Addendum shall be effective as of the date first written above,
and shall terminate upon the later of the following events: (i) in accordance with Section Vll.c.,
when all of the Protected Health Information provided by Covered Entity to Business Associate
or created or received by Business Associate on behalf of Covered Entity is destroyed or returned
to Covered Entity or, if such return or destruction is infeasible, when protections are extended to
such information; or (ii) upon the expiration or termination of the Agreement.
b. Termination for Cause. Upon Covered Entity's knowledge of a material breach of this
Addendum by Business Associate and Business Associate's failure to cure such breach within
thirty (30) days of receiving notice of same from Covered Entity, Covered Entity shall have the
right to terminate this Addendum and the Agreement.
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c. Effect of Termination.
1. Except as provided in paragraph 2. of this subsection, upon termination of this
Addendum, the Agreement or upon request of Covered Entity, whichever occurs first, Business
Associate shall return or destroy all Protected Health Information received from Covered Entity,
or created or received by Business Associate on behalf of Covered Entity. This provision shall
apply to Protected Health Information that is in the possession of subcontractors or agents of
Business Associate. Neither Business Associate nor its subcontractors or agents shall retain
copies of the Protected Health Information.
2. In the event that Business Associate determines that returning or destroying the
Protected Health Information is infeasible, Business Associate shall provide to Covered Entity
notification of the conditions that make return or destruction infeasible and shall extend the
protections of this Addendum to such Protected Health Information and limit further uses and
disclosures of such Protected Health Information to those purposes that make the return or
destruction infeasible, for so long as Business Associate maintains such Protected Health
Information.
VII. MISCELLANEOUS
a. No Rights in Third Parties. Except as expressly stated herein, the Parties to this
Addendum do not intend to create any rights in any third parties.
b. Survival. The obligations of Business Associate under Section VI I(c) of this Addendum
shall survive the expiration, termination, or cancellation of this Addendum, the Agreement, and/or
the business relationship of the parties, and shall continue to bind Business Associate, its agents,
employees, contractors, successors, and assigns as set forth herein.
c. Amendment. This Addendum may be amended or modified only in a writing signed by
the Parties. The Parties agree that they will negotiate amendments to this Addendum to conform
to any changes in the HIPAA Privacy and Security Rules as are necessary for Covered Entity to
comply with the current requirements of the HIPAA Privacy and Security Rules. In addition, in the
event that either Party believes in good faith that any provision of this Addendum fails to comply
with the then -current requirements of the HIPAA Privacy and Security Rules or any other
applicable legislation, then such Party shall notify the other Party of its belief in writing. For a
period of up to thirty (30) days, the Parties shall address in good faith such concern and amend
the terms of this Addendum, if necessary to bring it into compliance. If, after such thirty (30)-day
period, the Addendum fails to comply with the HIPAA Privacy and Security Rules or any other
applicable legislation, then either Party has the right to terminate this Addendum and the
Agreement upon written notice to the other party.
d. Independent Contractor. None of the provisions of this Addendum are intended to
create, nor will they be deemed to create, any relationship between the Parties other than that of
independent parties contracting with each other solely for the purposes of effecting the provisions
of this Addendum and any other agreements between the Parties evidencing their business
relationship.
e. Interpretation. Any ambiguity in this Addendum shall be resolved in favor of a meaning
that permits Covered Entity to comply with the HIPAA Privacy and Security Rules.
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f. Certain Provisions Not Effective in Certain Circumstances. The provisions of this
Addendum relating to the HIPAA Security Rule shall not apply to Business Associate if Business
Associate does not receive any Electronic Protected Health Information from or on behalf of
Covered Entity.
g. Ownership of Information. Covered Entity holds all right, title, and interest in and to
the PHI and Business Associate does not hold and will not acquire by virtue of this Addendum or
by virtue of providing goods or services to Covered Entity, any right, title, or interest in or to the
PHI or any portion thereof.
h. Entire Agreement. This Addendum is incorporated into, modifies and amends the
Agreement, inclusive of all other prior amendments or modifications to such Agreement. The
terms and provisions of this Addendum shall control only to the extent necessary to ensure
compliance with HIPAA and HITECH. Otherwise, the terms and provisions of the Agreement
shall remain in full force and effect and apply to this Addendum, including all indemnity obligations.
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IN WITNESS WHEREOF, the Parties have executed this Addendum as of the day and year
written above.
Each person whose signature appears hereon represents, warrants and guarantees that
he/she has been duly authorized and has full authority to execute this Agreement on
behalf of the party on whose behalf this Agreement is executed.
Business Associate:
EMS Management & Consultants, Inc
By: �/—
Print: George Abatjoglou
Title: President
Date: 06/05/2025
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Covered Entity:
City of Fort Worth, TX
By. f�dhoiiti kvOgf ea o
An
Print: Anthony Rousseau
Title:
Date: