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HomeMy WebLinkAboutAmbulance Billing ..,....",. ., &7 L?LeJL CONTRACT BY AND BETWEEN THE CITY OF OSHKOSH, WISCONSIN AND SOUTHWEST GENERAL SERVICES OF DALLAS. L.L.C. FOR EMERGENCY MEDICAL BILLING AND COLLECTION SERVICES THIS CONTRACT ("Contract") is made and entered by and between SOUTHWEST GENERAL SERVICES OF DALLAS, L.L.C., a Delaware limited liability company having, hereinafter referred to as "Contractor," and the CITY OF OSHKOSH, WISCONSIN, hereinafter referred to as "City", to be effective upon approval of the Cit}f Council of the City of Oshkosh (the Contractor and the City are sometimes referred tOl herein together as the "parties" and individually as a "Qill!y"). For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the City and Contractor agree as follows: I. SCOPE OF WORK Contractor shall provide all supervision, labor, materials and equipment necessary for ground ambulance Qilling services. Such work shall be performed in accordance with I ~ the terms and conditions of the City's Specifications for EMS Billing Services as ~~ designated in the City's Request For Proposal, "EMS Billing Services" (hereinafter "Specifications") a copy of which is attached hereto and incorporated herein for all purposes as Exhibit "A", and the Contractor's Proposal in response thereto, (hereinafter "Contractor's Proposal"), a copy of which is attached hereto and incorporated herein for all purposes as Exhibit "B". This Cont~act consists of the following items, which are on file with the City Clerk's Office: SOUTHWEST GENERAL SERVICES CONTRACT 1 (a) This Contract by and between the City of Oshkosh and Southwest General Services of Dallas, L.L.C.; (b) The Specifications for EMS Billing Services as d~signated in the City's Request For Proposal (attached hereto as Exhibit "A"); and (c) The Contractor's Proposal (attached hereto as Exhibit "B"); and (d) The Business Associate Agreement (attached hereto as Exhibit "C"). In the event there exists a conflict in interpretation or otherwise between the Contract, the Specifications, and the Contractor's Proposal, the documents shall control in the order listed above. These documents shall be referred to collectively as "Contract Documents". II. TERM OF CONTRACT Unless otherwise terminated as provided for herein, and subject to the annual appropriation of funds by the City to make the City's payments hereunder, the initial term of this Contract shall be a period of two years (2) years commencing upon December 15, 2006 ("Initial Term"); provided, however, that the City shall have the right and option to renew this Contract for two (2) successive additional one (1) year periods (each such one year period after the Initial Term being an "Additional Term") under the same terms and conditions as set forth herein by giving written notice to Contractor of City's election to so extend the term hereof, such notice to be given not more than ninety (90) nor fewer than thirty (30) days prior to the expiration of the said Initial Term or Additional Term, as the case may be. SOUTHWEST GENERAL SERVICES CONTRACT 2 Either City or Contractor may cancel and terminate this Contract at any time and for any reason by giving written notice of such termination to the non-terminating party, and this Contract shall terminate at 12:00 A.M. on the thirty-first (31st) day following the date such notice is given to the non-terminating party. In the event of termination of this Contract, Contractor shall be compensated for all work and services properly performed. III. WARRANTY "A" and "B". Contractor agrees that the products and services are warranted as provided in Exhibits IV. PAYMENT Payments hereunder shall be made to Contractor within thirty (30) days of receiving Contractor's invoice for services performed. Each such invoice shall (a) be in form and format acceptable to the City, (b) be submitted monthly, on or before the 15th day of each month, and shall reflect the services and work provided by Contractor for the immediately previous month, and (c) include true and correct copies of any and all receipts, invoices, and other documents and materials in support of, and such additional documents, materials and information as the City may request in connection with, the invoice and Contractor's services and work hereunder. City agrees to pay Contractor fees in an amount equal to five and three-quarters percent (5.75%) of net amounts collected (gross collections less refunds). SOUTHWEST GENERAL SERVICES CONTRACT 3 The City reserves the right, in its sole discretion to alter or modify the City's fee structun~ for emergency medical (ambulance) services. In the event that the City alters the fee structure for emergency medical (ambulance) services, the City may initiate, in its sole discretion, negotiations with the Contractor to consider revisions to the contractual feH structure set forth above. If such negotiations are not initiated or, if initiated, are not resolved to the satisfaction of the City and Contractor, in their respective sole discretion" the contractual fee structure shall not be revised. V. PROTECTION AGAINST ACCIDENT TO EMPLOYEES AND THE PUBLIC Contractor shall at all times exercise reasonable precautions for the safety of employees and others on or near the work and shall comply with all applicable provisions of Federal, and State safety laws. The safety precautions actually taken and the adequacy thereof shall be the sole responsibility of the Contractor. CONTRACTOR SHALL INDEMNIFY CITY FOR ANY AND ALL LOSSES ARISING OUT OF OR RELATED TO A BREACH OF THIS DUTY BY CONTRACTOR PURSUANT TO PARAGRAPH VII. INDEMNIFICATION AND PARAGRAPH VIII. COMPLIANCE WITH APPLICABLE LAWS SET FORTH HEREIN. VI. LOSSES FROM NATURAL CAUSES Unless otherwise specified, all loss or damage to Contractor arising out of the nature of the work and services to be performed, or from the action of the elements, or from any unforeseen circumstances in the prosecution of the same, or from unusual obstructions or difficulties which may be encountered in the prosecution of the work, shall be sustained and borne by the Contractor at its own cost and expense. SOUTHWEST GENERAL SERVICES CONTRACT 4 VII. INDEMNIFICATION (a) CONTRACTOR AGREES TO AND SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS THE CITY OF OSHKOSH, WISCONSIN, ITS OFFICIALS, OFFICERS, AGENTS AND EMPLOYEES (IN BOTH THEIR OFFICIAL AND PRIVATE CAPACITIES) (TOGETHER, "INDEMNIFIED PERSONS") FROM AND AGAINST ANY AND ALL SUITS, ACTIONS, CLAIMS, JUDGMENTS, LIABILITIES, PENALTIES, FINES, EXPENSES, FEES AND COSTS (INCLUDING REASONABLE ATTORNEY'S FEES AND OTHER COSTS OF DEFENSE), AND DAMAGES (TOGETHER, "DAMAGES") ARISING OUT OF OR IN CONNECTION WITH (A) CONTRACTOR'S PERFORMANCE OF THIS CONTRACT, (B) THE USE OF THE FACILITIES, OR ANY OTHER PREMISES OF ACCOUNT, IN CONNECTION WITH THIS CONTRACT BY CONTRACTOR OR CONTRACTOR'S OFFICERS, EMPLOYEES, REPRESENTATIVES, AGENTS, MANAGERS, CONTRACTORS, SUBCONTRACTORS, ASSOCIATES, CONCESSIONAIRES, MEMBERS, PATRONS, CUSTOMERS, INVITEES, OR ANY PERSON FOR WHOM CONTRACTOR IS LIABLE ("CONTRACTOR PARTIES"'), OR ANY OF THEM, (C) THE CONDUCT OF CONTRACTOR'S BUSINESS OR ANYTHING ELSE DONE OR PERMITTED BY CONTRACTOR TO BE DONE IN OR ABOUT ANY PREMISES WHERE THE WORK OR ANY PORTION THEREOF IS BEING PERFORMED, (D) ANY BREACH OR DEFAULT IN THE PERFORMANCE OF CONTRACTOR'S OBLIGATIONS UNDER THIS CONTRACT, (E) ANY MISREPRESENTATION OR BREACH OF WARRANTY BY CONTRACTOR UNDER THIS CONTRACT, AND (E) WITHOUT LIMITING ANY OF THE FOREGOING, ANY NEGLIGENT ACT OR OMISSION OF CONTRACTOR OR ANY OF CONTRACTOR PARTIES UNDER, RELATED TO, OR IN CONNECTION WITH, THIS CONTRACT, INCLUDING DAMAGES CAUSED BY THE NEGLIGENCE OF ANY OF THE INDEMNIFIED PERSONS. (b) With respect to the Contractor's indemnity obligation set forth in subsection (a), Contractor shall have no duty to indemnify an Indemnified Person for any Damages caused by the sole negligence of the Indemnified Person. SOUTHWEST GENERAL SERVICES CONTRACT 5 (c) If any of the Indemnified Persons suffers Damages arising out of or in connection with the performance of this Contract that are caused by the concurrent negligence of both Contractor and an Indemnified Person, Contractor's indemnity obligation set forth in subsection (a) will be limited to a fraction of the total Damages equivalent to the Contractor's own percentage of responsibility in accordance with the final judgment, after all appeals are exhausted, determining such percentage of responsibility. VIII. COMPLIANCE WITH APPLICABLE LAWS The Contractor shall at all times observe and comply with all Federal, State, and local laws, ordinances, regulations and policies of the City including all amendments and revisions thereto, which in any manner affect the Contractor or the work. Contractor shall indemnify and save harmless the City against any claim arising from the violation of any such laws, ordinances and regulations whether by the Contractor or his employees. If the Contractor observes that the work is at variance therewith, Contractor shall promptly notify City in writing. IX. ASSIGNMENT AND SUBLETTING Contractor agrees to retain control and to give full attention to the fulfillment of this Contract, that this Contract will not be assigned or sublet without the prior written consent of the City, and that no part or feature of the work will be sublet to anyone objectionable to the City. Contractor further agrees that the subletting of any portion or feature of the work, or materials required in the performance of this Agreement, shall not relieve the Contractor from his full obligations to the City as provided by this Agreement. X. INDEPENDENT CONTRACTOR The Contractor is and shall be an Independent Contractor and shall not, with respect to its acts or omissions or otherwise, be deemed an agent or employee of the City; that Contractor shall have exclusive control of and exclusive right to control the details of the work performed hereunder and all persons performing same, and shall be responsible for the acts and omissions of its officers, agents, employees, contractors, subcontractors and consultants; that SOUTHWEST GENERAL SERVICES CONTRACT 6 the doctrine of respondent superior shall not apply as between City and Contractor, its officers, agents, employees, contractors, subcontractors and consultants, and nothing herein shall be construed as creating a partnership, joint venture, or joint enterprise between City and Contractor. XI. INSURANCE AND CERTIFICATES OF INSURANCE Contractor shall procure and maintain insurance for the duration of the contract insurance as stated in the City's RFP. XII. HINDRANCES AND DELAYS Contractor shall make no claims for damages resulting from hindrances or delays fmm any cause during the progress of any portion of the work embraced in this Contract. XIII. CONTRACT INTERPRETATION Although drafted by Contractor, this Contract shall, in the event of any dispute over its meaning or application, be interpreted fairly and reasonably, and neither more nor less strongly for or against either party." XIV. SUCCESSORS AND ASSIGNS This Contract shall be binding upon the parties hereto, their successors, heirs, personal representatives and assigns. Notwithstanding any other provision of this Contract, Contractor shall not assign, transfer, subcontract, sell, or otherwise convey, nor have the right or power to assign, transfer, subcontract, sell, or otherwise convey, any or all of its rights, duties or obligations under this Contract without the prior written consent of the City, and any such assignment, transfer, subcontract, sale or other conveyance without the prior written consent of the City shall be null and void ab initio. SOUTHWEST GENERAL SERVICES CONTRACT 7 XV. HEADINGS The headings of this Contract are for the convenience of reference only and shall not affect in any manner any of the terms and conditions hereof. XVI. WISCONSIN LAW TO APPLY This Contract shall be construed under, and in accordance with, the law of Wisconsin without reference to its conflict of laws provisions, and all obligations of the parties created hereunder are performable in Winnebago County, Wisconsin. Venue of any suit concerning this Contract shall be a state court in Winnebago County, Wisconsin, or in the event that a federal court has jurisdiction, in the United States District Court serving Oshkosh, Wisconsin. XVII. NOTICE Except as otherwise provided in this Contract, all notices required or permitted shall be in writing and be deemed to be delivered when received at the address provided below. Each party shall notify the other in writing upon change of address. City Finance Director City of Oshkosh 215 Church Ave Oshkosh,VVl54901 Contractor Scott Fothergill Chief Operating Officer Southwest General Services of Dallas, L.L.C. 9441 LBJ Freeway, Suite 600 Dallas, Texas 75243 PH: (214) 573-2901 FAX: (214) 741-1430 SOUTHWEST GENERAL SERVICES CONTRACT 8 XVIII. MISCELLANEOUS A. All accounts receivable, including documentation of any kind furnished by the City, shall and at all times remain the property of the City. In the event of termination of this Contract (including, without limitation, the expiration hereof) for any reason, any account balances, monies collected under this Contract, account receivables and all other materials, reports, records and documentation (whether written, in electronic form, or in any other form) generated, supplied or prepared by or for the City and in the possession of the Contractor or which the Contractor has a right to possess, shall be returned within thirty (30) days to the City (which obligation shall survive the termination of this Contract). Contractor shall receive and handle all billing collections for the use and benefit of City with that degree of duty and care as a trustee owes to a beneficiary in the handling of funds on behalf of the beneficiary. Contractor may not, under any circumstances, withhold such funds. B. Contractor agrees and covenants that all work and services hereunder shall be completed in a timely and diligent manner. C. Contractor shall keep and make available (at its address set forth herein or at another location in within Dallas County, Texas) for inspection and copying by City all records and other documents and materials, whether written or electronically generated and stored, which sufficiently and adequately contain all bills and collections, accounts, activity, disposition, etc., relative to this Contract. These records shall be available for inspection upon request by City from the inception of the Contract and for two years following termination or expiration of the Contract. D. The provisions of this Contract are solely for the benefit of the parties hereto and are not intended to create or grant any rights, contractual or otherwise, to any third person or entity. E. The entire agreement of the parties is contained herein and this Contract supersedes all oral agreements and negotiations between the parties relating to the subject matter hereof as well as any previous agreements presently in effect between the parties relating to the subject matter hereof. SOUTHWEST GENERAL SERVICES CONTRACT 9 F. The rights and remedies provided by this Agreement are cumulative and the use of any one right or remedy by either party shall not preclude or waive its right to use any or all other rights and remedies, and said rights and remedies are given in addition to any other ri9hts and remedies the parties or either or them may have in law, in equity, or otherwise. G. The undersigned officers and/or agents of the parties hereto are the properly authorized officials and have the necessary authority to execute this Agreement on behalf of the parties hereto. IN WITNESS WHEREOF, the parties have executed this Contract by signin~J below. This Contract shall be effective upon approval of the City Council of the City of Oshkosh and upon the signature by the parties here,to. SOUTHWEST GENERAL SERVICES OF DALLAS, L.L.C. Ido~ 4 By: 1# tt Fothergill / C 0 Date: II / /5/0C CITY OF OSHKOSH By: ~~ Richard A. Wollangk / City Ma ---~""'" ..",/"'" . Date: // -....?p-..;z;ttJ~ Date: 201 J"t"~A'O @ vu.O.. / Edward Nokes, Finance Director Date: II h)..-/tJ b Approved as to form: Date: II J 27-01- SOUTHWEST GENERAL SERVICES CONTRACT 10 EXHIBIT C Business Associate Agreement Related to HIPAA Privacy Regulations Between The City of Oshkosh, Wisconsin, And Southwest General Services of Dallas, L. L. C. The City of Oshkosh (hereafter referred to as "City") will make available and/or transfer or cause to be transferred to Southwest General Services of Dallas, L.L.C. (hereafter referred to as "Business Associate.") certain Protected Health Information, in conjunction with goods or services that are being or will be provided to Business Associate to or on behalf of the City, that is confidential and must be afforded special treatment and protection; and Whereas, Business Associate may have, or obtain access to, or receive from or at the direction of the City certain Protected Health Information that shall be used or disclosed only in accordance with this Agreement and Applicable Law; Now, therefore, the City and the Business Associate agree as follows: Section 1. Definitions The following terms shall have the meaning ascribed to them in this Section. A. Applicable Law - any such item listed below as it may apply to any particular Protected Health Information, including any amendments to any such item as such may become effective: (i) The Health Insurance Portability and Accountability Act of 1996 (HIPAA), (ii) The federal regulations regarding privacy and promulgated with respect to HIPAA found at Title 45 CFR Parts 160 and 164, and (iii) Any state statute or regulation or other bulletin or document that has the force of law that has been issued by the State of Wisconsin in furtherance of protection of the privacy of an individual's Protected Health Information to the extent that such statute or regulation or other bulletin or document that has the force of law is not otherwise pre-empted by any federal law. B. Agreement - this document. C. Individual - the person who is the subject of the Protected Health Information or a person who qualifies as the personal representative of the individual. D. Protected Health Information - any information that relates to the past, present, or future physical or mental health or condition of an individual, the provision of health care to an individual, or the past, present or future payment for the provision of health care to an individual, including demographic information collected from an individual, that is created or received by a health care provider, health plan, employer or health care clearinghouse, or by the Business Associate and that Page 1 of 4 EXHIBIT C Business Associate Agreement Related to HIPAA Privacy Regulations Between The City of Oshkosh, Wisconsin, And Southwest General Services of Dallas, L.L.C. identifies the individual, or with respect to which there is a reasonable basis to believe that the information can be used to identify the individual. E. Parties - The City and the Business Associate. F. Secretary - the Secretary of the Department of Health and Human Services (HHS) and any other officer or employee of HHS to whom the authority involved has been delegated. Section 2. Term The term of this Agreement shall commence as of November 1, 2006, and shall expire when all of the Protected Health Information provided by the City to the Business Associate is destroyed or returned to the City. The Business Associate agrees that the City has the right to terminate this Agreement and seek relief under Section 8 of this Agreement if the City determines that the Business Associate has violated a material term of this Agreement. Section 3. Limits on Use and Disclosure Established by Terms of Agreement The Business Associate hereby agrees that it shall be prohibited from using or disclosing the Protected Health Information provided or made available by the City for any purpose other than as expressly permitted or required by this Agreement or by any applicable law. Section 4. Permitted and Required Uses and Disclosures Except as otherwise set forth in this Agreement, the Parties hereby agree that the Business Associate shall be permitted to use and/or disclose Protected Health Information provided or made available from the City only for the purpose of conducting the transactions contemplated under the Agreement and only for purposes within the scope of the Business Associate's representation of the City. The Business Associate will establish and maintain appropriate safeguards to prevent any use or disclosure of the Protected Health Information, other than as provided for by the Agreement or by law. The Business Associate shall maintain information related to its disclosures of Protected Health Information sufficient to provide an accounting of such disclosures in a manner that complies with Applicable Law. Section 5. Access to Books and Records Page 2 of 4 EXHIBIT C Business Associate Agreement Related to HIPAA Privacy Regulations Between The City of Oshkosh, Wisconsin, And Southwest General Services of Dallas, L. L. C. The Business Associate hereby agrees to make its internal practices, books, and records relating to the use or disclosure of Protected Health Information received from, or created or received by the Business Associate on behalf of the City, available to thE~ Secretary or the Secretary's designee for purposes of determining compliance with the HHS Privacy Regulations. Section 6. Minimum Necessary When using or disclosing Protected Health Information under this Agreement, or when requesting Protected Health Information from another party for purposes related to this Agreement, the Business Associate shall make reasonable efforts to limit Protected Health Information to the minimum necessary to accomplish the intended purpose of the use, disclosure or request. Section 7. Choice of Law This Agreement shall be governed and construed in accordance with the laws of the State of Wisconsin. Exclusive venue for any action arising under this Agreement shall be in the state courts of appropriate jurisdiction in Winnebago County, Wisconsin. Section 8. Injunctive Relief Notwithstanding any rights or remedies provided for in this Agreement, the City retains all rights to seek injunctive relief to prevent or stop the unauthorized use or disclosure of Protected Health Information by the Business Associate or any agent, Agreementor or third party that received Protected Health Information from the Business Associate. Section 9. Binding Nature and Assignment This Agreement shall be binding on the Parties hereto and their successors and assigns, but neither Party may assign this Agreement without the prior written consent of the other, which consent shall not be unreasonably withheld. Section 9. Notices Whenever under this Agreement one party is required to give notice to the other, such notice shall be deemed given if mailed by First Class United States mail, postage prepaid, and addressed as follows: Page 3 of 4 EXHIBIT C Business Associate Agreement Related to HIPAA Privacy Regulations Between The City of Oshkosh, Wisconsin, And Southwest General Services of Dallas, LL C. Oshkosh Fire Department Attn: Privacy Officer 215 Church Ave Oshkosh, Wisconsin, 54901 Southwest General Services of Dallas, L.L.C. Attn: Scott Fothergill 9441 LBJ Frwy., Ste. 600 Dallas, TX 75243 Either party may at any time change its address for notification purposes by mailing Cl notice stating the change and setting forth the new address. Section 10. Good Faith The Parties agree to exercise good faith in the performance of this Agreement. Section 11. Article Headings The article headings used are for reference and convenience only, and shall not enter into the interpretation of this Agreement. 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