21-956ORDINANCE NO. 21-956
AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL
CORPORATION, AUTHORIZING THE CITY MANAGER, OR THEIR DESIGNEE, TO
EXECUTE A CONTRACT WITH CHANGE HEALTHCARE TECHNOLOGY ENABLED
SERVICES, LLC, FOR THE PREPARATION AND SUBMITTAL OF THE TEXAS
AMBULANCE SUPPLEMENTAL PAYMENT PROGRAM REIMBURSEMENT FOR THE FIRE
DEPARTMENT; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND
PROVIDING AN EFFECTIVE DATE (RFP 7521 – AWARDED TO CHANGE HEALTHCARE
TECHNOLOGY ENABLED SERVICES, LLC, FOR A THREE (3) YEAR, WITH THE OPTION
FOR TWO (2) ADDITIONAL ONE (1) YEAR EXTENSIONS, IN THE TOTAL FIVE (5) YEAR
NOT-TO-EXCEED AMOUNT OF $180,000.00).
WHEREAS, the City has solicited, received, and evaluated competitive proposals for the
Texas Ambulance Supplemental Payment Program; and
WHEREAS, the City Manager, or a designated employee, has received, reviewed, and
recommended that the herein described proposals are the most advantageous to the City considering
the relative importance of price and the other evaluation factors included in the request for
proposals; and
WHEREAS, the City Council has provided in the City Budget for the appropriation of funds
to be used for the purchase of the materials, equipment, supplies, or services approved and accepted
herein; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The items in the following numbered request for proposal for materials,
equipment, supplies, or services shown in the “Request Proposals” on file in the office of the
Purchasing Agent, are hereby accepted and approved as being the most advantageous to the City
considering the relative importance of price and the other evaluation factors included in the request
for proposals.
RFP
NUMBER CONTRACTOR AMOUNT
7521 Change Healthcare Technology
Enabled Services, LLC
$ 180,000.00
SECTION 2. That by the acceptance and approval of the above numbered items of the
submitted proposals, the City accepts the offer of the persons submitting the proposals for such items
and agrees to purchase the materials, equipment, supplies, or services in accordance with the terms,
specifications, standards, quantities, and for the specified sums contained in the Proposal Invitations,
Proposals, and related documents.
SECTION 3. That should the City and person submitting approved and accepted items wish
to enter into a formal written agreement as a result of the acceptance, approval, and awarding of the
proposals, the City Manager, or their designated representative, is hereby authorized to execute the
written contract which shall be attached hereto; provided that the written contract is in accordance
with the terms, conditions, specifications, standards, quantities, and specified sums contained in the
Proposal and related documents herein approved and accepted.
SECTION 4. The City Council of the City of Denton, hereby expressly delegates the
authority to take any actions that may be required or permitted to be performed by the City of
Denton under this ordinance to the City Manager of the City of Denton, or their designee.
SECTION 5. By the acceptance and approval of the above enumerated bids, the City
Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with
the approved bids.
SECTION 6. This ordinance shall become effective immediately upon its passage and
approval.
The notion to ap29ve this ordinance was mad, by ?hA_ and
seconded by e,>eTc\.A \<> ecl . The ordinance was passed and approved by the
following vote n - O-
Aye Nay Abstain Absent
Mayor Gerard Hudspeth:
Vicki Byrd, District 1 :
Brian Beck. District 2:
Jesse Davis, District 3 :
Alison Maguire, District 4:
Deb Armintor, At Large Place 5 :
Paul Meltzer, At Large Place 6:
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PASSED AND APPROVED thi, th, tODd,y ,f MN _, 202 1.
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ATTEST:
ROSA RIOS, CITY SECRETARY
n\\\ILI BIll/
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATrORNEY
DIll:c=rIIFEIf=:hI::::==:=
Users and Groups.
ou=General Government, ou=Legal.
cn=Marcella Lunn.
DocuSign Envelope ID: 8BE9BDEA-6A274COB-A271-BADIF6C3BCB2
DENTON
Docusign City Council Transmittal Coversheet
RFP 7521
File Name Texas Ambulance Supplementa1 Payment Program (TASPP)
P„,h„i„gC,.t„t G ;bbY L"p'‘
City Council Target Date MAY 25’ 2021
Piggy Back Option App1 i cab1 eNOt
Contract Expiration
Ordinance
MAY 25, 2026
21-956
DocuSign Envelope ID: 8BE9BDEA-6A274COB-A271-BADIF6C3BCB2
Client: Denton Fire Department
Contract Number: RMS162298
MASTER SERVICES AGREEMENT
This MASTER SERVICES AGREEMENT (this “MA”) is effective the latest date in the signature block below
(the “Effective Date”) between Change Healthcare Technology Enabled Services, LLC (“Service Provider")
and City of Denton, Texas ("Client”), consisting of the MA Terms and Conditions and all Exhibits, Schedules
and Amendments. This MA governs all the Services described on a Service Schedule that is included in this
MA during the term.
Subject to the terms and conditions of this MA, Client agrees to purchase from Service Provider, and Service
Provider agrees to provide Client with, the service(s) listed in the table below (individually, a "Service” and
collectively, the "Services”). The description of each Service provided under this MA and any additional terms
and conditions relating to such Service are set forth in the Service Schedule referenced in the table below
and attached hereto.
SERVICES
Supplemental Payment Recovery Assistance Services (for Texas)
SERVICE SCHEDULE
Service Schedule 1
This MA is executed by an authorized representative of each party
CITY OF DENTON, TEXAS
CHANGE HEALTHCARE
TECHNOLOGY ENABLED
SERVICES, LLC
By:
Printed Name:
By
Printed Name:cott
Title:
Date’
Tax ID
INTERIM CITY MANAGER Title:svp Revenue Cycle Management Services
05/25/2021
75-6000514
Date 4/30/2021
Client:
332 E, Hickory Street
Denton. Texas 76201
Attention: Purchasing Manager
Service Provider:
5995 Windward Parkway
Alpharetta, Georgia 30005
Attention: President
With a copy to the City Attorney’s Office at 215 E.
McKinney St., Denton, Texas 76201 With a copy to the General Counsel at the same
address
yes []no H invoices sent to above address
If no, list invoice address below ArrEST
Rosa Rios, CITY SECRETARY
215 E, McKinney Street
Denton, TX 76201
'DocuSigned by
R&nRL%
Attention: Aris Saucedo IC5CA8C5EI 75493APPROVED AS TO LEGAL FORM
aris.saucedo@cityofdenton . com A4LQadL£iAL, CITY ATrORNEY
I A4nrII,IIn LuIA la
.4B070831B4A#138THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED
as to financial and operational obligations and business terms.
’';
UR&03. p PRINTED NAME
F1 re chlef Fi re Page 1 of 19
TITLE DEPARTMENT
DocuSign Envelope ID: 8BE9BDEA-6A27-4COB-A271-BADIF6C3BCB2
Client: Denton Fire Department
Contract Number: RMS162298
MA TERMS AND CONDITIONS
1.TERM
1.1. This MA will begin on the Effective Date and continues until termination or expiration of each
Schedule or amendment attached hereunder, unless earlier terminated as set forth herein
1.2 Further, this MA will remain in force so long as there is an active Service Schedule(s).
2.SERVICES
2.1 . Responsibilities
2.1.1
2.1.2
Service Provider will perform the Services set forth on the applicable Service
Schedule(s) on behalf of Client.
Service Provider agrees to perform the Services in accordance with all material
applicable laws, rules and regulations, including applicable third-party payer policies
and procedures.
2.1.3 Client will provide Service Provider with the necessary data in the proper format to
enable Service Provider to properly furnish the Services and any information set
forth in the Service Schedule(s) on a timely basis and in a format reasonably
acceptable to Service Provider (the “Client Responsibilities”). Client authorizes, to
the extent necessary, and directs Service Provider to release any or all necessary
data and information (including, without limitation, "Individually Identifiable Health
Information" as such term is defined in 45 C.F.R. S 160.103) received by Service
Provider. Further, Client shall obtain all necessary consents and agreement from
patients to ensure that Service Provider can comply with all applicable federal and
state laws and regulations in providing the Services including, but not limited to,
HIPAA (as defined herein), and the Telephone Consumer Protection Act (47 U.S.C.
Section 227) and related regulations, as well as similar state laws and regulations
governing telephone communications with consumers. Client shall ensure that all
information it provides to Service Provider may be used by Service Provider for
telephone contacts, including obtaining and maintaining a record of the consent
Client has obtained from patients to receive telephone contacts from or on behalf of
Client
2.2 Operating Procedures.
2.2.1 Client acknowledges (i) that the Services or obligations of Service Provider
hereunder may be dependent on Client providing access to data, information, or
assistance to Service Provider from time-to-time (collectively, "Cooperation"); and
(ii) that such Cooperation may be essential to the performance of the Services by
Service Provider. The parties agree that any delay or failure by Service Provider to
provide the Services hereunder which is caused by Client's failure to provide timely
Cooperation, as reasonably requested by Service Provider, shall not be deemed a
breach of Service Provider’s performance obligations under this MA. Therefore,
Client hereby acknowledges that such variables are specifically excluded from
Service Provider’s liability under this MA.
2.2.2 Client acknowledges that Service Provider has every incentive to perform the
Services in a timely and proficient manner, but the timing and amount of collections
generated by the Services are subject to numerous variables beyond Service
Provider’s control including, without limitation, (i) the inability of third parties or
systems to accurately process data, (ii) the transmission of inaccurate, incomplete
or duplicate data to Service Provider, (iii) untimely reimbursements or payer
bankruptcies, (iv) late charge documentation submissions by Client, or (v) managed
care contract disputes between payers and Client. Therefore, Client hereby
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DoLuSign Envelope ID: 8BE9BDEA-6A274COB-A271-BADIF6C3BCB2
Client: Denton Fire Department
Contract Number: RMS162298
acknowledges that such variables are specifically excluded from Service Provider’s
liability under this MA.
2.2.3. Service Provider will be the sole provider of the Services to Client
3.PAYMENT
3.1. Lockbox. Intentionally Omitted.
3.2.Invoicing Terms. Beginning on the Commencement Date (as defined in each Service
Schedule), Client will pay all fees and other charges in U.S. dollars within 30 days of receipt
of the invoice. Prior to the Commencement Date, Client further agrees to establish an
automatic electronic funds debit arrangement for paying Service Provider's invoices.
3.3.Late Payments. Service Provider may charge Client interest on any overdue fees, charges,
or expenses at a rate equal to the lesser of 1 .5% per month or the highest rate permitted by
law. Client will reimburse Service Provider for all reasonable costs and expenses incurred
(including reasonable attorneys’ fees) in collecting any overdue amounts.
Suspension of the Services. Service Provider reserves the right to suspend performance of
the Services (i) for nonpayment of sums owed to Service Provider that are 31 days or more
past due, where such breach is not cured within fifteen (15) days after notice to Client, or (ii)
if such suspension is necessary to comply with applicable law or order of any governmental
authority.
3.4
3.5 Fee Chanqe. Either party may request a fee change in the event of a material change in
legislation, Client's business or other market conditions which result in a material change in
either the cost associated with Service Provider’s provision of the Services or Service
Provider’s anticipated revenues under this MA. In addition, Service Provider may request a
fee change in the event (i) Client fails to disclose to Service Provider information relating to
Client's practice, which information, if disclosed prior to the Effective Date, would have led
Service Provider to propose a higher fee or (ii) any of the information provided by Client to
Service Provider upon which the practice assumptions set forth in any applicable Service
Schedule are based, is or becomes inaccurate. In the event either party requests a change
in the Fee, the requesting party will provide the non-requesting party with ninety (90) days
prior written notice (the “Notice Period”) of the requested change (the “Notice”) and such fee
change will be effective at the end of the Notice Period. If the non-requesting party provides
the requesting party written notice during any such Notice Period that any such fee change
request is unacceptable to the non-requesting party, the MA will terminate at the end of the
Notice Period and the Fee in place at that time will remain in effect until the end of the
Workout Period, if any
4 GENERAL TERMS
4.1. Confidentiality and Proprietary Riqhts.
4.1.1 Use and Disclosure of Confidential Information. Each party may disclose to the other
party confidential information. Except as expressly permitted by this MA, neither
party will: (i) disclose the other party’s confidential information except (a) to its
employees or contractors who have a need to know and are bound by confidentiality
terms no less restrictive than those contained in this MA, or (b) to the extent required
by law following prompt notice of such obligation to the other party, or (ii) use the
other party’s confidential information for any purpose other than performing its
obligations under this MA. Service Provider understands that this Agreement is
subject to the Texas Open Records Act and that certain information may be subject
to release in accordance with the provisions of the Act. Client will not disclose nor
cause its employees, agents and representatives to disclose to anyone Service
Provider’s business practices, trade secrets or Confidential Information, except as
legally required. Each party will use all reasonable care in handling and securing
the other party’s confidential information and will employ all security measures used
for its own proprietary information of similar nature. Notwithstanding the foregoing,
Client agrees that Service Provider may de-identify Client information consistent with
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DocuSign Envelope ID: 8BE9BDEA-6A27-4COB-A271-BADIF6C3BCB2
Client: Denton Fire Department
Contract Number: RMS162298
the HIPAA Privacy Rule and use Client information and data from transactions
received or created by Service Provider for statistical compilations or reports,
research and for other purposes (the “Uses”). Such Uses shall be the sole and
exclusive property of Service Provider.
4.1.2.Use and Disclosure of Billing Software.
(a)Client agrees that the software Service Provider uses to perform the
Services (the “Billing System”) is proprietary and confidential and that
Service Provider is the sole owner or licensee of the Billing System. All
report formats and reports generated by the Billing System are produced
and will be made available to Client for internal operational purposes only.
(b)
(C)
Client will not disclose or cause its employees, agents and representatives
to disclose to anyone the Billing System or any information it receives about
the Billing System, except as legally required.
Access to Software. If Service Provider grants Client or its employees or
agents “read-only” or "direct access” to the Billing System or other software
provided by Service Provider by any means, Client agrees to the End User
Terms and Conditions set forth in Exhibit C to this MA.
4.1.3 Period of Confidentiality. The restrictions on use, disclosure and reproduction of
confidential information set forth in Section 4.1, which are a “trade secret” (as that
term is defined under applicable law) will be perpetual, and with respect to other
confidential information such restrictions will remain in full force and effect during the
term of this MA and for three years following the termination of this MA. Following
the termination of this MA, each party will, upon written request, return or destroy all
of the other party’s tangible confidential information in its possession and will
promptly certify in writing to the other party that it has done so.
4.1.4 Injunctive Relief. The parties agree that the breach, or threatened breach, of any
provision of this Section 4.1 may cause irreparable harm without adequate remedy
at law. Upon any such breach or threatened breach, the breached party will be
entitled to seek injunctive relief to prevent the other party from commencing or
continuing any action constituting such breach, without having to post a bond or
other security and without having to prove the inadequacy of other available
remedies. Nothing in this Section 4.1.4 will limit any other remedy available to either
party
4.1.5 Retained Riqhts. Client’s rights in the Services will be limited to those expressly
granted in this MA. Service Provider and its suppliers reserve all intellectual property
rights not expressly granted to Client. All changes, modifications, improvements or
new modules made or developed with regard to the Services, whether or not
(i) made or developed at Client’s request, (ii) made or developed in cooperation with
Client, or (iii) made or developed by Client, will be solely owned by Service Provider
or its suppliers. Service Provider retains title to all material, originated or prepared
for Client under this MA. Client is granted a license to use such materials in
accordance with this MA. For purposes of clarification, all data used in the reports
prepared by Service Provider in the performance of Services or Client, and all rights
and interests therein, shall be the sole property of Client. The form of the reports,
work product, including processes and templates used to prepare such reports shall
be the sole property of Service Provider.
4.2 Termination
4.2.1 Termination for Default. Either party may terminate this MA by providing 30 days
prior written notice of termination to the other party, if the other party (i) materially
breaches this MA and fails to remedy or commence reasonable efforts to remedy
such breach within 15 days, and materially cure within 45 days, after receiving notice
of the breach from the terminating party, (ii) materially breaches this MA in such a
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DocuSign Envelope ID: 8BE9BDEA-6A27-4COB-A271-BADIF6C3BCB2
Client: Denton Fire Department
Contract Number: RMS162298
way that cannot be remedied, (iii) commences dissolution proceedings or (iv) ceases
to operate in the ordinary course of business.
4.2.2
4.2.3.
Intentionally Omitted.
Termination by Service Provider.
(a)Service Provider may immediately terminate this MA without incurring any
liability to Client if Service Provider does not receive the clean test file or
completed implementation discovery packet within three months of the
Commencement Date of a Service Schedule and Client will pay Service
Provider for all expenses incurred prior to the termination date; or
(b)If Service Provider uses third-party software to provide the Services, Client
agrees to execute additional documents other than the MA, including but
not limited to nondisclosure or proprietary material documentation that is
reasonably required by Service Provider or any other third-party software
licensor. If Client is unwilling to sign such additional documentation, Service
Provider may terminate this MA 90 days after Service Provider presented
the documentation to Client.
4.2.5 4.2.4. Termination by Client. Client may terminate this MA immediately if Service
Provider fails to cure any material breach of the “Business Associate Agreement"
(set forth on Exhibit A to this MA) within 30 days of Service Providers receipt of
written notice from Client specifying the breach. Service Provider acknowledges and
agrees that the awarding or continuation of this MA is dependent upon the
availability of funding. The Client’s payment obligations are payable only and solely
from funds appropriated and available for this MA. To the extent known to Client,
Client will provide Service Provider a minimum of 30 days’ written notice prior to
termination of funding, thereafter, the absence of appropriated or other lawfully
available funds shall render the MA null and void to the extent funds are not
appropriated or available. Client shall be responsible for all services provided
through the date of termination. Termination Procedures – Service Provider Billinq
System. Intentionally Omitted.
4.2.6 Survival of Provisions. Those provisions of this MA that, by their nature, are intended
to survive termination or expiration of this MA will remain in full force and effect,
including, without limitation, the following Sections of this MA: 3 (Payment), 4.1
(Confidentiality), 4.3 (Limitation of Liability), 4.5 (Civil Monetary Fine or Penalty), 4.6
(Audits), 4.7 (Warranties), and 4.10 – 4.26 (Governing Law – Entire Agreement).
4.3 Limitation of Liability.
4.3.1 Total Damaqes. Service Provider’s total cumulative liability in connection with, or
related to this MA will be limited to the sum of fees paid by Client to Service Provider
during the 12-month period preceding the date of the claim, as applicable, whether
based on breach of contract, warranty, tort, product liability, or otherwise. Service
Provider will have no liability for systems beyond the control of Service Provider.
4.3.2 ExcIusion of Damaqes, IN NO EVENT WILL SERVICE PROVIDER BE LIABLE TO
CLIENT UNDER, IN CONNECTION WITH, OR RELATED TO THIS MA FOR ANY
SPECIAL, INCIDENTAL. INDIRECT, OR CONSEQUENTIAL DAMAGES,
INCLUDING. BUT NOT LIMITED TO, LOST PROFITS OR LOSS OF GOODWILL,
WHETHER BASED ON BREACH OF CONTRACT, WARRANTY, TORT,
PRODUCT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT SERVICE
PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
SERVICE PROVIDER UNDERSTANDS AND ACKNOWLEDGES THAT THE
CLIENT SHALL HAVE NO LIABILITY TO SERVICE PROVIDER BEYOND THE
TYPE OR AMOUNT OF DAMAGES THAT IS PROVIDED BY AND CONSISTENT
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DocuSign Envelope ID: 8BE9BDEA-6A27-4COB-A271-BADIF6C3BCB2
Client: Denton Fire Department
Contract Number: RMS162298
WITH THE PROVISIONS OF S 271.153 OF THE TEXAS LOCAL GOVERNMENT
CODE
4.3.3 Material Consideration. THE PARTIES ACKNOWLEDGE THAT THE FOREGOING
LIMITATIONS ARE A MATERIAL CONDITION FOR THEIR ENTRY INTO THIS MA.
4.4 Internet Disclaimer. CERTAIN PRODUCTS AND SERVICES PROVIDED BY SERVICE
PROVIDER UTILIZE THE INTERNET. SERVICE PROVIDER DOES NOT WARRANT
THAT SUCH SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY
SECURE. SERVICE PROVIDER DOES NOT AND CANNOT CONTROL THE FLOW OF
DATA TO OR FROM SERVICE PROVIDER’S OR CLIENT’S NETWORK AND OTHER
PORTIONS OF THE INTERNET. SUCH FLOW DEPENDS IN LARGE PART ON THE
NTERNET SERVICES PROVIDED OR CONTROLLED BY THIRD PARTIES. ACTIONS
OR INACTIONS OF SUCH THIRD PARTIES CAN IMPAIR OR DISRUPT CLIENT'S
CONNECTIONS TO THE INTERNET (OR PORTIONS THEREOF). ACCORDINGLY,
SERVICE PROVIDER DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM OR
RELATED TO THE ABOVE EVENTS.
4.5.Civil Monetary Fine or Penalty. Service Provider will pay any civil or monetary fine or penalty
and interest (but not overpayments) assessed against Client by Medicare, Medicaid or other
third-party health insurance provider arising out of Service Provider’s sole negligence or
willful misconduct in the performance of its obligations under this MA. Overpayments
received by Client are the sole responsibility of Client.
4.6 Audits
4.6.1 Internal Audit by Client. Client may use its own internal resources (“Internal
Auditors”) to perform audits of Service Provider's accuracy and correctness of the
accounting and internal controls performed and maintained by Service Provider.
Service Provider will provide the Internal Auditors with information that the Internal
Auditor determines to be reasonably necessary to perform and complete the audit
procedures. Client agrees that an audit conducted under this section will be
conducted at such times and in a manner that avoids undue disruption of Service
Provider’s operations
4.6.2 Third-Party Audit by Client. Client may engage, at its own expense, independent,
external, third-party auditors (“Third-Party Auditors”) to perform audits of Service
Provider’s accuracy and correctness of the accounting and internal control
performed and maintained by Service Provider. If Client engages Third-Party
Auditors, who perform, or are associated with a group who performs, billing and
accounts receivable management services substantially similar to any of the
Services identified on any Service Schedule to this MA, such Third-Party Auditors
may not visit Service Provider’s processing facility or audit the actual billing and
collection process. Service Provider will provide the information that the Third-Party
Auditors determine to be reasonably necessary to perform and complete all audit
procedures. The Third-Party Auditors shall execute Service Provider’s
“Confidentiality Agreement”, substantially in the form attached hereto as Exhibit B,
prior to the start of the audit. Client agrees that an audit conducted under this section
will be conducted at such times and in a manner that avoids undue disruption of
Service Provider’s operations
4.6.3 Books and Records. If required by Section 952 of the Omnibus Reconciliation Act of
1980, 42 U.S.C. Section 1395x(v)(1)(i) and (ii), for a period of four years after the
Services are furnished, the parties agree to make available, upon the written request
of the Secretary of Health and Human Services, the Comptroller General, or their
representatives, this MA and such books, documents, and records as may be
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DocuSign Envelope ID: 8BE9BDEA-6A27-4COB-A271-BADIF6C3BCB2
Client: Denton Fire Department
Contract Number: RMS162298
necessary to verify the nature and extent of the Services with a value or cost of
$10,000 or more over a twelve month period
4.7 Warranties
4.7.1. Service Provider
(a)Prior to the Commencement Date. Unless Service Provider provided
Services prior to the Commencement Date of any Service Schedule, Client
will be responsible for all matters related to Client's practice prior to the
Commencement Date, including, but not limited to, Client's billings.
collections, third party reimbursements, accounts receivable and credit
balances
(b)Disclaimer of Warranties. Service Provider disclaims any warranties or
representations pertaining to the timing and amount of collections generated
by the Services. Client acknowledges and agrees that Client is solely
responsible for refunding any overpayments and processing any unclaimed
property payments. Service Provider will provide Client with written notice
of unresolved credit balances of which Service Provider becomes aware
(such as overpayments or unclaimed property).
4.7.2 Client
(a) Charqes and Information
(i)Client represents and warrants that it will forward to Service
Provider (pursuant to the applicable Service Schedule[s]) only
charges for which Client is entitled to bill. Client agrees to monitor
and to refrain from knowingly submitting false or inaccurate
information, charges, documentation or records to Service
Provider and to ensure that the documentation provided by Client
or an agent of Client to Service Provider supports the medical
services provided by Client. Client acknowledges and agrees it
has an obligation to report and correct any credible evidence of
deficiencies on the part of Client. Client also acknowledges that
Service Provider does not make a determination of medical
necessity for any claims
(ii)Client acknowledges and agrees that Service Provider is not a
collection agency. Client represents and warrants that any debt or
account referred to Service Provider pursuant to this MA is not in
default or delinquent or has not been written off as bad debt. If
any accounts are found to be written off, in default or otherwise
delinquent, Client agrees to immediately recall those accounts
from Service Provider’s responsibility under this MA
(b)Release of Information. Client represents and warrants that Client has
obtained a release of information and insurance assignment of benefits from
all individuals for whom Client is submitting charges to Service Provider for
the provision of the Services and will immediately notify Service Provider if
such release of information and insurance assignment of benefits is
changed or revoked or if such individual refused/failed to execute such
documents. Client further agrees to provide a copy of such signed
documents upon Service Provider's request. The term “individuals” in this
Section refers to the individual physicians/practitioners, or group members,
on whose behalf the Client is directing Service Provider to submit claims
4.8
4.9
Business Associate. The parties agree to the obligations set forth in Exhibit A.
Exclusion From Federal Healthcare Proqrams. Each party warrants that it is not currently
listed by a Federal agency as excluded, debarred, or otherwise ineligible for participation in
any Federal health care program. Each party agrees that it will not employ, contract with, or
otherwise use the services of any individual whom it knows or should have known, after
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DocuSign Envelope ID: 8BE9BDEA-6A274COB-A271-BADIF6C3BCB2
Client: Denton Fire DepartmentContract Number: RMS162298
reasonable inquiry, (i) has been convicted of a criminal offense related to health care (unless
the individual has been reinstated to participation in Medicare and all other Federal health
care programs after being excluded because of the conviction), or (ii) is currently listed by a
Federal agency as excluded, debarred, or otherwise ineligible for participation in any Federal
health care program. Each party agrees that it will immediately notify the other in the event
that it, or any person in its employ, has been excluded, debarred, or has otherwise become
ineligible for participation in any Federal health care program. Each party agrees to continue
to make reasonable inquiry regarding the status of its employees and independent
contractors on a regular basis by reviewing the General Services Administration’s List of
Parties Excluded from Federal Programs and the HHS/OIG List of Excluded
Individuals/Entities
4.10,Governing Law. This MA is governed by and will be construed in accordance with the laws
of the State of Texas, exclusive of its rules governing choice of law and conflict of laws and
any version of the Uniform Commercial Code
4.11 Claims Period. Any action relating to this MA and any claim for damages, including, but not
limited to, a claim for recurring damages arising out of the same cause or event, other than
collection of outstanding payments, must be commenced within one year after the date upon
which the cause of action occurred
4.12 Assignment and Subcontracts. Neither party will assign this MA without the prior written
consent of the other party, which will not be unreasonably withheld, delayed or conditioned.
Service Provider may, upon notice to Client, assign this MA to any affiliate or to any entity
resulting from the transfer of all or substantially all of Service Provider’s assets or capital
stock or from any other corporate reorganization. Service Provider may subcontract its
obligations under this MA with notice to and the consent of the Client.
4.13.Severability. If any part of a provision of this MA is found illegal or unenforceable, it will be
enforced to the maximum extent permissible, and the legality and enforceability of the
remainder of that provision and all other provisions of this MA will not be affected.
4.14 Notices. All notices relating to the parties’ legal rights and remedies under this MA will be
provided in writing and will reference this MA. Such notices will be deemed given if sent by:
(i) postage prepaid registered or certified U.S. Post mail, then five working days after
sending; or (ii) commercial courier, then at the tIme of receipt confirmed by the recipient to
the courier on delivery. All notices to a party will be sent to its address set forth on the cover
page hereto, or to such other address as may be designated by that party by notice to the
sending party.
4.15
4.16,
Waiver. Failure to exercise or enforce any right under this MA will not act as a waiver of such
right
Force Majeure. Except for the obligation to pay money, a party will not be liable to the other
party for any failure for performance under the MA should it be prevented from performance
by an act of war, order of legal authority, act of God, or other unavoidable cause not
attributable to the fault or negligence of Client or Service Provider. In the event of an
occurrence under this Section, Service Provider will be excused from any further
performance or observance of the requirements so affected for as long as such
circumstances prevail and Service Provider continues to use commercially reasonable
efforts to recommence performance or observance whenever and to whatever extent
possible without delay. Service Provider shall immediately notify the Client Procurement
Manager by telephone (to be confirmed in writing) and describe at a reasonable level of
detail the circumstances causing the non-performance or delay in performance.
4.17 Amendment. This MA may be modified, or any rights under it waived, only by a written
document executed by the authorized representatives of both parties. To avoid doubt, this
MA may not be amended via electronic mail or other electronic messaging service.
4.18 No Third-Party Beneficiaries. Except as specifically set forth in a Service Schedule, nothing
in this MA will confer any right, remedy, or obligation upon anyone other than Client and
Service Provider
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Client: Denton Fire Department
Contract Number: RMS162298
4.19,Relationship of Parties. Each party is an independent contractor of the other party. This MA
will not be construed as constituting a relationship of employment, agency, partnership, joint
venture or any other form of legal association. Neither party has any power to bind the other
party or to assume or to create any obligation or responsibility on behalf of the other party or
in the other party’s name
4.20 Non-solicitation of Employees. During the term of this MA and for a period of 12 months
following the termination of this MA, each party agrees not to employ, contract with for
services, solicit for employment on its own behalf or on behalf of any third party, or have
ownership in any entity which employs or solicits for employment, any individual who (i) was
an employee of the other or its parent, affiliates or subsidiaries at any time during the
preceding 12 months and (ii) was materially involved in the provision or receipt of the
Services hereunder without the prior written consent of the other party. Notwithstanding the
foregoing, upon any termination of this MA, Client may rehire any individual who was
employed by Client on the Effective Date, and who was hired by Service Provider on or after
such date. Each party agrees that the other party does not have an adequate remedy at law
to protect its rights under this Section and agrees that the non-defaulting party will have the
right to injunctive relief from any violation or threatened violation of this Section.
4.21 .Publicity. The parties may publicly announce that they have entered into this MA and
describe their relationship in general terms, excluding financial terms. The parties will not
make any other public announcement or press release regarding this MA or any activities
performed hereunder without the prior written consent of the other party.
4.22 Construction of this MA. This MA will not be presumptively construed for or against either
party. Section titles are for convenience only. As used in this MA, “will” means “shall,” and
include” means “includes without limitation.” The parties may execute this MA in one or
more counterparts, each of which will be deemed an original and one and the same
instrument.
4.23 Conflict Between MA and Schedules. In the event of any conflict or inconsistency in the
interpretation of this MA (including its Service Schedules and all Amendments executed
hereunder), such conflict or inconsistency will be resolved by giving precedence according
to the following order: (a) the Amendment, (b) the Service Schedule, (c) the MA Terms and
Conditions and Exhibits, (d) Documents Incorporated by Reference.
4.24
4.25
Section Headings. The Section headings used herein are for convenience only and shall not
be used in the interpretation of this MA.
Authority. Service Provider and Client represent and warrant that they have the full power
and authority to enter into this MA, that there are no restrictions or limitations on their ability
to perform this MA, and that the person executing this MA has the full power and authorityto do so
4.26 Entire Aqreement. This MA, including Service Schedules, Exhibits, Amendments, and
Documents Incorporated by Reference, is the complete and exclusive agreement between
the parties with respect to the subject matter hereof, superseding and replacing all prior
agreements, communications, and understandings (written and oral) regarding its subjectmatter
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Client: Denton Fire Department
Contract Number: RMS162298
EXHIBIT A
BUSINESS ASSOCIATE AGREEMENT
This Business Associate Agreement (“Agreement”) is entered into by and between Service Provider
(“Business Associate”) and Client (“Covered Entity"). Business Associate and Covered Entity may be
individually referred to as a “Party” and, collectively, the “Parties” in this Agreement. This Agreement shall
be incorporated into and made part of the Underlying Agreement (as defined below).
STATEMENT OF PURPOSE
Pursuant to the Underlying Agreement, Business Associate provides services to Covered Entity and
Covered Entity discloses certain information, including PHI (as defined below), to Business Associate. The
purpose of this Agreement is to protect the privacy and provide for the security of such PHI in compliance
with the Privacy Rule and Security Rule.
SECTION 1: DEFINITIONS
“Electronic Protected Health Information” or “Electronic PHI” will have the meaning given to
such term under the Privacy Rule and the Security Rule, including, but not limited to, 45 C.F.R. S 160.103,
as applied to the information that Business Associate creates, receives, maintains or transmits from or on
behalf of Covered Entity.
“Privacy Rule” will mean the Standards for Privacy of Individually Identifiable Health Information at
45 C.F.R. Part 160 and Part 164, Subparts A and E
“Protected Health Information” or “PHI” will have the same meaning as the term “protected health
information” in 45 C.F.R. S 160.103, as applied to the information created, received, maintained or transmitted
by Business Associate from or on behalf of Covered Entity.
“Security Rule” will mean the Security Standards at 45 C,F.R. Part 160 and Part 164, Subparts Aand C
“Underlying Agreement” will mean the applicable written services agreement(s) between Covered
Entity and Business Associate under which Covered Entity may disclose PHI to Business Associate.
Capitalized Terms. Capitalized terms used in this Agreement and not otherwise defined herein will
have the meanings set forth in the Privacy Rule and the Security Rule which definitions are incorporated in
this Agreement by reference.
SECTION 2: PERMITTED USES AND DISCLOSURES OF PHI
2.1 Uses and Disclosures of PHI Pursuant to the Underlyinq Aqreement. Except as otherwise limited in
this Agreement, Business Associate may use or disclose PHI to perform functions, activities or services for,
or on behalf of, Covered Entity as specified in the Underlying Agreement, provided that such use or disclosure
would not violate the Privacy Rule if done by Covered Entity
2.2 Permitted Uses of PHI by Business Associate. Except as otherwise limited in this Agreement,
Business Associate may use PHI for the proper management and administration of Business Associate or to
carry out the legal responsibilities of Business Associate.
2.3 Permitted Disclosures of PHI by Business Associate. Except as otherwise limited in this Agreement,
Business Associate may disclose PHI for the proper management and administration of Business Associate,
provided that the disclosures are Required by Law, or Business Associate obtains reasonable assurances
from the person to whom the information is disclosed that it will remain confidential and will be used or further
disclosed only as Required by Law or for the purpose for which it was disclosed to the person (which purpose
must be consistent with the limitations imposed upon Business Associate pursuant to this Agreement), and
that the person agrees to notify Business Associate of any instances in which it is aware that the
confidentiality of the information has been breached
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Contract Number: RMS162298
2.4 Data Aqqreqation. Except as otherwise limited in this Agreement, Business Associate may use PHI
to provide Data Aggregation services for the Health Care Operations of the Covered Entity as permitted by
45 C.F.R. S 164.504(e)(2)(i)(B).
2.5 De-identified Data. Business Associate may de-identify PHI in accordance with the standards set
forth in 45 C.F.R. S 164.514(b) and may use or disclose such de-identified data unless prohibited by
applicable law.
SECTION 3: OBLIGATIONS OF BUSINESS ASSOCIATE
3.1 Appropriate Safequards. Business Associate will use appropriate administrative, physical, and
technical safeguards to comply with the Security Rule with respect to Electronic PHI, to prevent use or
disclosure of such information other than as provided for by the Underlying Agreement and this Agreement.
Except as expressly provided in the Underlying Agreement or this Agreement, Business Associate will not
assume any obligations of Covered Entity under the Privacy Rule. To the extent that Business Associate is
to carry out any of Covered Entity’s obligations under the Privacy Rule, Business Associate will comply with
the requirements of the Privacy Rule that apply to Covered Entity in the performance of such obligations.
3.2 Reportinq of Improper Use or Disclosure, Security Incident or Breach. Business Associate will report
to Covered Entity any use or disclosure of PHI not permitted under this Agreement, Breach of Unsecured
PHI or any Security Incident, without unreasonable delay, and in any event no more than fourteen (14) days
following discovery; provided, however, that the Parties acknowledge and agree that this Section constitutes
notice by Business Associate to Covered Entity of the ongoing existence and occurrence of attempted but
Unsuccessful Security Incidents (as defined below). “Unsuccessful Security Incidents” will include, but not
be limited to, pings and other broadcast attacks on Business Associate’s firewall, port scans, unsuccessful
log-on attempts, denials of service and any combination of the above, so long as no such incident results in
unauthorized access, use or disclosure of PHI. Business Associate’s notification to Covered Entity of a
Breach will comply with the requirements set forth in 45 C.F.R. S 164.404.
3.3 Business Associate’s Agents. Business Associate will enter into a written agreement with any agent
or subcontractor that creates, receives, maintains or transmits PHI on behalf of Business Associate for
services provided to Covered Entity, providing that the agent agrees to restrictions and conditions that are
no less restrictive than those that apply through this Agreement to Business Associate with respect to such
PHI
3.4 Access to PHI. To the extent Business Associate agrees in the Underlying Agreement to maintain
any PHI in a Designated Record Set, Business Associate agrees to make such information available to
Covered Entity pursuant to 45 C.F.R. S 164.524, within ten (10) business days of Business Associate’s
receipt of a written request from Covered Entity; provided, however, that Business Associate is not required
to provide such access where the PHI contained in a Designated Record Set is duplicative of the PHI
contained in a Designated Record Set possessed by Covered Entity
3.5 Amendment of PHI. To the extent Business Associate agrees in the Underlying Agreement to
maintain any PHI in a Designated Record Set, Business Associate agrees to make such information available
to Covered Entity for amendment pursuant to 45 C.F.R. S 164.526 within ten (1 0) business days of Business
Associate’s receipt of a written request from Covered Entity.
3.6 Documentation of Disclosures. Business Associate will document disclosures of PHI and information
related to such disclosures as would be required for Covered Entity to respond to a request by an Individual
for an accounting of disclosures of PHI in accordance with 45 C.F.R. S 164.528.
3.7 Accountinq of Disclosures. Business Associate will provide to Covered Entity, within twenty (20)
business days of Business Associate’s receipt of a written request from Covered Entity, information collected
in accordance with Section 3.6 of this Agreement, to permit Covered Entity to respond to a request by an
Individual for an accounting of disclosures of PHI in accordance with 45 C.F.R. S 164.528.
3.8 Governmental Access to Records. Business Associate will make its internal practices, books and
records relating to the use and disclosure of PHI received from, or created or received by Business Associate
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Client: Denton Fire Department
Contract Number: RMS162298
on behalf of, Covered Entity available to the Secretary for purposes of the Secretary determining compliance
with the Privacy Rule and the Security Rule.
3.9 Mitigation. To the extent practicable, Business Associate will cooperate with Covered Entity’s efforts
to mitigate a harmful effect that is known to Business Associate of a use or disclosure of PHI by Business
Associate that is not permitted by this Agreement.
3.10 Minimum Necessary. Business Associate will request, use and disclose the minimum amount of PHI
necessary to accomplish the purpose of the request, use or disclosure, in accordance with 45 C.F.R. S
164.514(d), and any amendments thereto.
SECTION 4: CHANGES TO PHI AUTHORIZATIONS
Covered Entity will notify Business Associate fifteen (15) days, if practicable, prior to the effective
date of (1) any limitation(s) in its notice of privacy practices in accordance with 45 C.F.R. S 164.520, (2) any
changes in, or revocation of, permission by an Individual to use or disclose PHI, or (3) any restriction to the
use or disclosure of PHI that Covered Entity has agreed to in accordance with 45 C.F.R. S 164.522. Covered
Entity will make such notification to the extent that such limitation, restriction, or change may affect Business
Associate’s use or disclosure of PHI
SECTION 5: TERM AND TERMINATION
5.1 Term, The term of this Agreement will commence as of the Commencement Date. The Agreement
term will be for three (3) years, with the option for two (2) additional, automatic, one (1) year extensions, in a
total five (5) year period.
5.2 Termination for Cause. Upon either Party's knowledge of a material breach by the other Party of this
Agreement, such Party may terminate this Agreement immediately if cure is not possible. Otherwise, the
non-breaching party will provide written notice to the breaching Party detailing the nature of the breach and
providing an opportunity to cure the breach within thirty (30) business days. Upon the expiration of such
thirty (30) day cure period, the non-breaching Party may terminate this Agreement and the affected
underlying product or service if the breaching party does not cure the breach or if cure is not possible.
5.3 Effect of Termination
5.3.1 Except as provided in Section 5.3.2, upon termination of the Underlying Agreement or this
Agreement for any reason, Business Associate will return or destroy all PHI received from Covered Entity, or
created or received by Business Associate on behalf of Covered Entity, at Covered Entity’s expense, and will
retain no copies of the PHI. This provision will apply to PHI that is in the possession of subcontractors or
agents of Business Associate.
5.3.2 if it is infeasible for Business Associate to return or destroy the PHI upon termination of the
Underlying Agreement or this Agreement, Business Associate will: (a) extend the protections of this
Agreement to such PHI and (b) limit further uses and disclosures of such PHI to those purposes that make
the return or destruction infeasible, for so long as Business Associate maintains such PHI
5.3.3 The respective rights and obligations of Business Associate under Section 5.3 of this
Agreement will survive the termination of this Agreement and the Underlying Agreement.
SECTION 6: COOPERATION IN INVESTIGATIONS
The Parties acknowledge that certain breaches or violations of this Agreement may result in litigation or
investigations pursued by federal or state governmental authorities of the United States resulting in civil
liability or criminal penalties. Each Party will cooperate in good faith in all respects with the other Party in
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Client: Denton Fire Department
Contract Number: RMS162298
connection with any request by a federal or state governmental authority for additional information and
documents or any governmental investigation, complaint, action or other inquiry.
SECTION 7: COMPLIANCE WITH LAW
Business Associate will comply with all applicable federal privacy and security laws governing PHI, as they
may be amended from time to time,
SECTION 8: AMENDMENT
This Agreement may be modified, or any rights under it waived, only by a written document executed by the
authorized representatives of both Parties. In addition, if any relevant provision of the Privacy Rule or the
Security Rule is amended in a manner that changes the obligations of Business Associate or Covered Entity
that are embodied in terms of this Agreement, then the Parties agree to negotiate in good faith appropriate
non-financial terms or amendments to this Agreement to give effect to such revised obligations
SECTION 9: GENERAL
This Agreement is governed by, and will be construed in accordance with, the laws of the State that govern
the Underlying Agreement, Covered Entity will not assign this Agreement without the prior written consent
of Business Associate, which will not be unreasonably withheld. All notices relating to the Parties’ legal rights
and remedies under this Agreement will be provided in writing to a Party, will be sent to its address set forth
in the Underlying Agreement, or to such other address as may be designated by that Party by notice to the
sending Party, and will reference this Agreement. Nothing in this Agreement will confer any right, remedy
or obligation upon anyone other than Covered Entity and Business Associate.
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Client: Denton Fire Department
Contract Number: RMS162298
EXHIBIT B
CONFIDENTIALITY AGREEMENT
Service Provider and City of Denton, Texas (the "Client”) have entered into an agreement whereby Service
Provider provides certain services (the “Services”) to Client (the “Master Services Agreement”). Client has entered
into a contractual relationship with [insert name of person/entity performing the auditI. (“Recipient”)
and instructs Service Provider to allow Recipient to review certain information in Service Provider’s possession
regarding Client’s business and accounts receivable billing and collections performed by Service Provider (the
“Client Proprietary Information"). Therefore, in consideration of the mutual covenants and conditions contained in
this Confidentiality Agreement (the “Confidentiality Agreement"), Recipient and Client agree as follows
A. During the course of Recipient’s examination and review of Client Proprietary Information, Recipient may
be exposed to or review certain proprietary information regarding Service Provider (“Service Provider Proprietary
Information”). Service Provider Proprietary Information refers to any and all data and information relating to the
business of Service Provider which has value to Service Provider and is not generally known by its competitors or
the public, including, without limitation, financial information, inventions, methods, techniques, actual or potential
customers and suppliers, the Master Services Agreement, Service Provider’s business practices or other trade
secrets or confidential information of Service Provider, all report formats, and existing and future products and
computer systems and software. Recipient acknowledges and agrees that all Service Provider Proprietary
Information and all physical embodiments thereof are confidential to Service Provider and are and will remain the
sole and exclusive property of Service Provider. All Service Provider Proprietary Information acquired by Recipient
will be kept strictly confidential and will not be disclosed to any other person or entity (including any entity affiliated
with or any division of Recipient)
B. Service Provider Proprietary Information does not include information which (i) is publicly known or which
becomes publicly known through no act or failure to act on the part of Recipient; (ii) is lawfully obtained by Recipient
from any third party entitled to disclose such information; (iii) is in the lawful possession of Recipient prior to such
information having been disclosed to Recipient by Service Provider; or (iv) is independently developed by Recipient.
C. Recipient further agrees that during Recipient’s engagement by Client and for a period of one (1) year
following any termination of Recipient’s engagement for whatever reason, Recipient will not, directly or indirectly,
on Recipient’s own behalf or in the service of, or on behalf of any other individual or entity, divert, solicit or hire
away, or attempt to divert, solicit or hire away, to or for any individual or entity, any person employed by Service
Provider, whether or not such employee is a full-time employee, temporary employee, leased employee or
independent contractor of Service Provider, whether or not such employee is employed pursuant to written
agreement and whether or not such employee is employed for a determined period or at-will
D. Recipient acknowledges that great loss and irreparable damage would be suffered by Service Provider if
Recipient should breach or violate the terms of this Confidentiality Agreement. In the event Recipient breaches or
violates this Confidentiality Agreement, Recipient agrees that Service Provider would not have an adequate
remedy at law and, therefore, that Service Provider would be entitled to a temporary restraining order and
permanent injunction to prevent a breach of any of the terms or provisions contained in this Confidentiality
Agreement, in addition to any monetary damages that may be available at law or equity. Recipient’s obligations
under this Confidentiality Agreement will survive indefinitely.
E. Recipient represents and warrants that (i) it has the full power and authority to enter into this Confidentiality
Agreement, and (ii) the person executing this Confidentiality Agreement has the full power and authority to do so.
IN WITNESS WHEREOF, Recipient has signed this Confidentiality Agreement as of the date below written.
RECIPIENT:CLIENT: CITY OF DENTON. TEXAS
By:
Prin'
SAMPLE
(No Signature Required)
SAMPLE
(No Signature Required)
Title'
Date Date
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Client: Denton Fire Department
Contract Number: RMS162298
EXHIBIT C
END USER TERMS AND CONDITIONS
I Client acknowledges and agrees that all Services, computer software, programs, specifications and
designs1 documentation, manuals, methodologies, processes, and other materials, information, and
the content of the foregoing accessed by Client that is provided by or on behalf of Service Provider
or its licensors, and any copies thereof, (the “Service Provider Proprietary and Confidential
Information”) are the proprietary, confidential and trade secret information of Service Provider, or its
licensors, and shall remain so; and that such Service Provider Proprietary and Confidential
Information may be utiIIzed by Client only to facilitate its use of the Services in accordance with the
terms of this Exhibit and the MA. Client agrees, and will cause its employees, agents and
representatives to agree, that it/they (i) shall not copy, modify, change, disassemble, or reverse
engineer any Service Provider Proprietary and Confidential Information, and (ii) shall not disclose
Service Provider Proprietary and Confidential Information, except as legally required. Data from
transactions received or created by Service Provider may be utilized by Service Provider for data
aggregation and/or statistical compilations or reports, research, and for other purposes (the “Uses”)
so long as such Uses are in compliance with all applicable laws and patient identifying information is
de-identified consistent with the HIPAA Privacy Rule, and such Uses shall be the sole and exclusive
property of Service Provider. The parties agree not to disclose the terms of this Exhibit, either party’s
business practices or other trade secrets or confidential and trade secret information of the other
party or its licensors, except as legally required.
11 Client agrees, and shall cause its employees, agents and representatives to agree, that it/they shall
not: (a) transmit or share identification and/or password codes to persons other than the Authorized
Users for whom such codes were generated; (b) permit Authorized Users to share identification
and/or password codes with others; (c) permit the identification and/or password codes from being
cached in proxy servers and accessed by individuals who are not Authorized Users; (d) permit
access to the Software through a single identification and/or password code being made available to
multiple users on a network; or (e) attempt or permit any person without valid identification and/or
password codes to attempt to access the Software. Client agrees that (w) the Software embodies
valuable and proprietary trade secrets of Service Provider andor its licensors, (x) the identification
and password codes issued by Service Provider hereunder constitute valuable confidential
information, which is proprietary to Service Provider, (y) any reports, report formats, documents,
ideas or other discoveries made or developed by Client during its use of the Software may be utilized
by Client only at Client facility where it is installed, only to facilitate its use of the Services hereunder
in accordance with the terms of this Exhibit and the MA, only in accordance with user instructions
and specifications provided by Service Provider and shall not be given or sold to or used on behalf
of any third-party, and any reports, report formats, documents, ideas or other discoveries shall remain
the sole and exclusive property of Service Provider, and (z) Client agrees, and will cause its
employees, agents, subcontractors and representatives to agree, that it/they shall not copy, modify,
change, disassemble, or reverse engineer any part or aspect of the Software
111 The Software shall be in machine-readable object code and may only be utilized at Client facility
where it is installed, solely for Client transactions for which Service Provider is to perform the
Sewices1 and only in accordance with user instructions and specifications provided by Service
Provider. Client shall obtain and maintain, at no cost or expense to Service Provider, the
software/hardware required by Client to access the Software and acknowledges that Service
Provider recommends no specific manufacturer and/or software that complies with its specifications
As between Service Provider and Client, all such Software is acknowledged to be subject to Section
V of this Exhibit and the MA. SERVICE PROVIDER MAKES NO REPRESENTATIONS OR
WARRANTIES, EXPRESSED OR IMPLIED, WITH RESPECT TO THE SOFTWARE AND
DISCLAIMS ALL OTHER WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE.
IV Client users shall access the Software through a combination of user names and passwords as
necessary to provide appropriate security. Client shall be solely responsible for assigning user
names and passwords to its users and for strictly maintaining the confidentiality of such user names
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and passwords. Client shall ensure that all of its users comply with all of the terms and conditions of
this Exhibit and the MA. Client shall not permit any person or entity, other than its designated users,
to use or gain access to the Services and shall provide reasonable safeguards to protect against
unauthorized usage of or access to the Services.
V Client shall not use the Software in any manner, or in connection with any Client specific materials
that (i) infringes upon or violates any intellectual property right of any third-party, (ii) constitutes a
defamation, libel, invasion of privacy, or violation of any right of publicity or other third-party right or
is threatening, harassing or malicious, or (iii) violates any applicable international, federal, state or
local law, rule, legislation, regulation or ordinance, including without limitation, the Communications
Decency Act of 1 996, as amended, and will not initiate or otherwise pursue development efforts that
attempt to duplicate or re-create any functionality, processes or business model concepts included
in the Software.
VI
VII
Service Provider reserves the right to substitute alternative products providing equivalent core
functionality to the Software.
Upon Client’s ceasing use of the Software, the termination of this Exhibit and the MA, or Service
Provider’s written request, Client shall cease using all Service Provider provided Software and related
materials and promptly return same to Service Provider at Client's expense. Client shall certify to
Service Provider in writing that all copies (in any form or media) of the materials received, whether or
not modified or incorporated into other materials, have been destroyed or returned to Service Provider.
Termination of this Exhibit and the MA or any license shall not relieve Client's obligation to pay all fees
incurred prior to such termination and shall not limit either party from pursuing any other remedies
available to it.
VIII Each party agrees that the other party and/or its licensors do not have an adequate remedy at law
to protect their respective rights under this Exhibit and will have the right to seek injunctive relief from
any violation or threatened violation of this Exhibit with respect to their respective rights
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Client: Denton Fire Department
Contract Number: RMS162298
SERVICE SCHEDULE 1
SUPPLEMENTAL PAYMENT RECOVERY ASSISTANCE SERVICES (FOR TEXAS)
The MA Terms and Conditions and this Service Schedule apply to all services rendered by Service Provider
under this Service Schedule
1.TERM
1,1 Initial Term of Schedule. The initial term of this Service Schedule is three years (the
“Schedule Term”) beginning upon the Effective Date or as otherwise mutually agreed-upon
by the parties (the “Commencement Date”), with the option for two (2) additional, automatic,
one (1) year extensions, in a total five (5) year period. Service Provider’s or Client’s request
to not renew the contract must be submitted in writing at least 60 days prior to the contract
renewal date for each year. At the sole option of Client, this Service Schedule may be further
extended as needed, not to exceed a total of six (6) months.
2.SCOPE OF SERVICES
2.1 Scope. Service Provider will provide supplemental payment assistant services as specified
below based on information provided by Client for emergency and non-emergency transport
services rendered by Client in accordance with the terms of the MA and this Service
Schedule
2.2 Responsibilities. Each party agrees to perform its respective responsibilities identified below
in a timely and diligent manner. Client acknowledges and agrees that Service Provider’s
performance of the Services described herein is dependent upon Client’s performance of its
responsibilities as set forth in this Service Schedule.
2.2.1 Service Provider Responsibilities. As part of the Service Provider’s Supplemental
Payment Assistance Services, Service Provider’s responsibilities under this Service
Schedule will include:
(a)
(b)
(C)
Advising and assisting Client with enrolling in the Texas Ambulance
Supplemental Payment Program (hereinafter referred to as the “TASPP”);
Managing the program applications and required cost reports for Client in
accordance with the TASPP:
Managing the TASPP pre-cost report submittal process for Client, which may
also include:
Developing and submitting the Provider Approval materials to the Texas
Health and Human Services Commission (HHSC) on behalf of Client;
Receiving the Provider Approval from HHSC for Client's participation in
the TASPP,
Developing and submitting the Cost Allocation Model and Report to
HHSC on behalf of Client for review as part of the TASPP;
Changing and finalizing the Cost Allocation Model during HHSC’s
review of the Cost Allocation Model and Report, to meet HHSC*s
requirements to move forward with the cost report submittal.
Assisting Client in developing cost models for emergency and non-emergency
transports for submission to TASPP;
Assisting Client with submitting other annual reports as my required by the
1
•
•
•
•
(d)
(e)
(D
(g)
(h)
TASPP=
Ensuring that cost report preparer(s) engaged on behalf of Client by Service
Provider are certified in accordance with all applicable rules, laws and
regulations; and
Ensuring that it utilizes separate staff for all billing and cost report preparation
services provided to Client.
Medicare Ground Ambulance Data Collection
Kickoff Meetinq/Conference Calls/WebEx. Service Provider will conduct a
project kickoff meeting with Client to review the data requirements,
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Client: Denton Fire Department
Contract Number: RMS162298
supporting documentation, and due dates for the Medicare Data Collection
report. Meetings will be conducted via in-person, conference call, or WebEx.
2.Data Collection Manaqement. Service Provider will work with Client to
gather the necessary information for the Medicare Data Collection System
and make sure Client meets all deadlines for data delivery to Service
Provider. Service Provider will provide necessary technical assistance with
financial, statistical, billing, and utilization information to meet Medicare
reporting standards.
3, Data Analysis. Service Provider will analyze the provider data, develop
necessary calculations, and provide data outputs that meet the prescribed
Medicare Data Collection reporting requirements.
4 Supportinq Documentation Development. Service Provider will prepare a
Microsoft Excel-based support file that will show how all answers included
in the Medicare Data Collection System were derived. This supporting
documentation can be used as the basis for answering any initial
Medicare/Centers for Medicare and Medicaid Services (CMS) questions
pertaining to the information included in the Medicare Data Collection
System. While Medicare/CMS is currently stating that the data will not be
audited, Medicare/CMS reserve the right to question any information
included in the Medicare Data Collection System and request supporting
documentation for that information.
5.Draft Report Review. Service Provider will conduct a Draft Report Review
meeting with Client to review the draft information that will go into the
Medicare Data Collection System. Service Provider will review all answers
that will go into the Medicare Data Collection System and adjust analysis,
outputs, or answers as necessary. Meetings will be conducted via in-
person, conference call, or WebEx.
6 Medicare Data Collection System Submittal Manaqement. Service Provider
will manage to the submittal of the information into the Medicare Data
Collection System. This may include providing the answers to all questions
to Client so that Client can enter the information on its own, or it may include
the direct entry of the data into the system by Service Provider. This will
depend on how Medicare/CMS setup the system, and if Medicare/CMS will
allow providers to give access to contracted report preparers
7.Medicare Data Collection Follow-Up. Service Provider will provide follow-
up services related to its MDC reporting services, including managing the
question and answer process with Medicare/CMS
2.2.2 Client Responsibilities. Client acknowledges and understands that inaccurate or
false data submissions, even inadvertent ones, can lead to a false claim charge or
Medicaid program exclusion. Therefore, Client agrees that it will use best efforts to
(a)
(b)
(C)
Ensure the accuracy of all cost report data provided by Client to Service Provider
and provide written certification of the accuracy of such data to Service Provider
and all applicable governmental agencies;
Make its internal practices, books and records relating to all cost report data
provided to Service Provider by Client available to Service Provider to ensure
the accuracy of all such data;
Comply with Service Provider policies and procedures for the documentation of
all cost report data as established and provided to Client by Service Provider
from time to time; and
page 18 of 19
DocuSign Envelope ID: 8BE9BDEA-6A274COB-A271-BADIF6C3BCB2
Client: Denton Fire Department
Contract Number: RMS162298
(d)Provide Service
Supplemental Payment:•
Provider with the following as part of Client’s request for
An organizational chart of Client’s agency;
An organizational chart of Client's ambulance department;
Identification of the specific geographic service area covered by Client’s
ambulance department;
Copies of job descriptions for all staff employed within Client’s
emergency and non-emergency transport department and an estimated
percentage of time spent working for Client’s emergency and non-
emergency transport department and for other departments of Client’s
agency;
Primary contact person for Client’s agency; and
A signed letter documenting the governmental provider’s voluntary
contribution of non-federal funds.
•
•
•
•
•
3.SERVICE FEES
3.1. For Supplemental Payment Recovery Assistance Services, Client will pay Service Provider
a service fee equal to 4.O%* of the Supplemental Payments recovered by Service Provider
on behalf of Client. Supplemental Payments shall include any payments from Texas
Medicaid to Client related to the TASPP
* in the event that charging a percentage of payments recovered for the Services
described herein is determined to be out of compliance with federal or state laws
or regulations, Service Provider may amend the MA to set forth a different
payment arrangement. The parties acknowledge and agree that such amendment
does not waive the obligation to pay determined fees.
3.4 All service fees are exclusive of all federal, state and local taxes, including sales taxes,
assessed on or due in respect of any Services performed by Service Provider under this MA,
for which taxes Client shall be solely responsible. Client shall reimburse Service Provider
for all those costs and expenses of Client paid by Service Provider or any subsidiary or
affiliate of Service Provider on behalf of Client in connection with the provision of Services
hereunder.
3.5 Client acknowledges and agrees that Service Provider shall be entitled to receive service
fees for Services provided by Service Provider under this MA even after expiration or earlier
termination of this MA, provided that Service Provider provided such services on or before
the date of expiration or termination of this MA.
4.INDEMNFICATION
To the extent allowed by the laws of the State of Texas and without waiving any applicable immunity
Client is responsible for all claims, damages, or losses arising directly and solely as a result of a
breach of any representation, warranty, covenant or obligation of Client pertaining to the TASPP;
and any alleged negligent act or omission or intentional misconduct of Client or Client’s employees
or agents or subcontractors related to any of Client’s obligations pertaining to the TASPP; provided
that such obligation is limited to Client's proportionate fault
page 19 of 19
DocuSign Envelope ID: 8BE9BDEA-6A27-4COB-A271-BADIF6C3BCB2
Exhibit CIQ
CONFLICT OF INTEREST QUESTIONNAIRE -
For vendor or other person doing business with local governmental entit'
This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session
FORM CIQ
This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as
defined by Section 176,001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a)
By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after
the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code
A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a
mIsdemeanor,
1
2
Serv1 ces , LLC
U Check this box if you are filing an update to a previously filed questionnaire.
(The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business
day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate
d N,m, ,fl,,,1 g,„„„m,„t ,m„, ,b,„t wh,m th, i„r„m,ti,„ i„ thi, „,ti,„ i, b,i„g di„I„,d.
Name of Officer
This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship
as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary.
A Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, korn the vendor?
El Yes El No
B Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer
named in this section AND the taxable income is not received from the local governmental entity?
[] Yes [] No
C Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an
officer or dIrector, or holds an ownership of one percent or more?
El Yes E No
D Describe each employment or business and family relationship with the local government officer named in this section
4
B] 1 have no Conflict of Interest to disclose.
DocuSigned by:
LIhAd
batd&-doing business with the governmental entityaE
4/30/2021
Date