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2003-142ORDINANCE NO. AN ORDINANCE AWARDING A CONTRACT FOR THE PURCHASE OF EMS BILLING SOFTWARE AS AWARDED BY THE STATE OF TEXAS BUILDING AND PROCUREMENT COMMISSION THROUGH THE QUALIFIED INFORMATION SERVICE VENDOR (QISV) · CATALOGUE PROGRAM; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (FILE 3003-EMS BILLING SOFTWARE AWARDED TO PINPOINT TECHNOLOGIES, INC. IN THE NOT TO EXCEED AMOUNT OF $170,150). WHEREAS, the City Council of the City of Denton has heretofore adopted Resolution 92- 019 pursuant to Section 2157.067 of the Texas Government Code and Sections 271.082 and 271.083 of the Texas Local Government Code which authorizes the Cityto participate in the State Purchasing Building and Procurement Commission Qualified Information Service Vendor Catalogue Purchase Method provided for in Subchapter B of Chapter 2157 of the Texas Government Code (the "QISV Catalogue"); and WHEREAS, the herein described vendor is a qualified vendor in the QISV Catalogue and the contract authorized by this ordinance is in the best interests of the City and complies with the requirements of Subchapter B of Chapter 2157 of the Texas Government Code as a QISV Catalogue purchase; 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 numbered items in the following numbered file for materials, equipment, supplies, or services, shown in the "File Number" listed hereon, and on file in the office of the Purchasing Agent, are hereby approved: FILE NUMBER VENDOR AMOUNT 3003 Pinpoint Technologies, Inc $170,150 SECTION 2. By the acceptance and approval of the above numbered items set forth in the referenced file, the City agrees to purchase the materials, equipment, supplies or services for the specified sums contained in the bid documents and related documents filed with the Services Commission, and the purchase orders issued by the City, and authorizes the City Manager or his designated to execute the written contract attached to this ordinance and incorporated by reference. SECTION 3. By the acceptance and approval of the above numbered items set forth in the subject purchase orders, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approved purchase orders or pursuant to a written contract made pursuant thereto as authorized herein. SECTION 4. approval. This ordinance shall become effective immediately upon its passage and PASSED AND APPROVED this c~~'~' dayof ~ ,2003. EULINE BROCK, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY H)EI~ERT L. PR_OUsT _Y, CITY ATTORNEY._~...-/ 4-Oan-File 3003 ~ PROFESSIONAL SERVICES AND PURCHASE AGREEMENT FOR PINPOINT TECHNOLOGIES, INC. STATE OF TEXAS § COUNTY OF DENTON § T IS AGREEMENT is made and entered into as of the ~:~t~ day of Y)~Y , 2003, by and between the City of Denton, Texas, a Tex--~s municipal corpor~i6n,,~, with its principal office at 215,,East McKinney Street, Denton, Denton County, Texas 76201, hereinafter called "OWNER and Pinpoint Technologies, Inc., a Colorado corporation, located at 1800 38~ Street, Suite 200, Boulder, CO 80301, hereinafter called "CONSULTANT," acting herein, by and through their duly authorized representatives. WITNESSETH, that in consideration of the covenants and agreements herein contained, the parties hereto do mutually agree as follows: ARTICLE I DEFINITIONS A. Software. The term "Software" shall mean the computer program in object code only and any user manuals. The term "Software" includes any correction bug fixes, enhaneemants, updates or other modifications, including custom modifications, to such computer program and user manuals. B. System. The term "System" shall mean all hardware and software provided to CITY by CONTRACTOR under the terms of this Agreement. ARTICLE H EMPLOYMENT OF CONSULTANT OWNER hereby contracts with CONSULTANT, as an independent contractor, and CONSULTANT hereby agrees to perform the services herein in connection with the Project as stated in the sections to follow, with diligence and in accordance with the highest professional standards customarily obtained for such services in the State of Texas. OWNER seeks installation and support of an EMS billing and reporting system employing purchased hardware specified by CONSULTANT. in Exhibit A. The solution is required to meet all functional requirements set forth in Exhibit B. The Project shall include, without limitation, CONTRACTOR's design, component selection, sale, assembly and installation of an automated system to facilitate generation and tracking of EMS reports and billing for the Denton Fire Department ("DFD"), as further Professional Services and Purchase Agreement - Pinpoint Page 1 of 29 described heroin. All services, hardware and software provided under the terms of this Agreement are to conform in every respect to Article III. ARTICLE III SCOPE OF SERVICES CONSULTANT shall perform the following services in a professional manner: CONSULTANT shall perform all those services set forth in the proposal attached as Exhibit A, in a manner which accomplishes the functional requirements of Exhibit B with maximum efficiency and ease of use to the end user, while minimizing the cost of operation. CONSULTANT shall perform all those services set forth in individual task orders which may hereafter be attached to this Agreement and made a part hereof for all purposes as separate agreements. If them is any conflict between the terms of this Agreement and the exhibits attached to this Agreement, the terms and conditions of this Agreement will control over the terms and conditions of the attached exhibits or task orders. It is the express intention of the parties that the terms of this Agreement shall substitute for and replace the pre-printed terms of the form agreement embedded in Exhibit A. ARTICLE IV PERIOD OF SERVICE This Agreement shall become effective upon execution of this Agreement by the OWNER and the CONSULTANT, and upon issue of a notice to proceed by the OWNER, and shall remain in force for the period which may reasonably be required for the completion of the Project, including Additional Services, if any, and any required extensions approved by the OWNER. This Agreement may be sooner terminated in accordance with the provisions hereof. Time is of the essence in this Agreement. The CONSULTANT shall make all reasonable efforts to complete the services set forth herein as expeditiously as possible and to meet the schedule established by the OWNER, acting through its City Manager or his designee. ARTICLE V COMPENSATION A. COMPENSATION TERMS: "Subcontract Expense" is defined as expenses incurred by the CONSULTANT in employment of others in outside firms for services. Professional Services and Purchase Agreement - Pinpoint Page 2 of 29 "Direct Non-Labor Expense" is defined as that expense for any assignment incurred by the CONSULTANT for supplies, transportation and equipment, travel, communications, subsistence, and lodging away from home, and similar incidental expenses in connection with that assignment. BILLING AND PAYMENT: For and in consideration of the professional services to be performed by the CONSULTANT herein and for the purchase of equipment specified by CONSULTANT, the OWNER agrees to pay a fixed price of One Hundred Sixty-Two Thousand, Six Hundred Dollars ($162,600), plus annual fees as set forth in Exhibit A. Partial payments to the CONTRACTOR will be made on the basis of detailed statements rendered to and approved by the CITY through its City Manager or his designate; however, under no cimumstances shall any statement for services exceed the value of the work performed at the time a statement is rendered. The CITY may withhold the final ten percent (10%) of the contract amount until completion of the Project. Nothing contained in this Article shall require the CITY to pay for any work which is unsatisfactory, as reasonably determined by the City Manager or his designate, or which is not submitted in compliance with the terms of this Agreement. The CITY shall not be required to make any payments to the CONTRACTOR when the CONTRACTOR is in default under this Agreement. It is specifically understood and agreed that the CONTRACTOR shall not be authorized to undertake any work pursuant to this Agreement which would require additional payments by the CITY for any charge, expense, or reimbursement above the maximum "not to exceed" fee as stated, without first having obtained written authorization from the CITY. The CONTRACTOR shall not proceed to perform the services listed below in Subparagraph B as "Additional Services," without obtaining prior written authorization from the CITY. ADDITIONAL SERVICES: For additional services authorized in writing by CITY, CONTRACTOR shall be paid based on the Schedule of Charges at an hourly rates shown below. Payments for additional services shall be due and payable upon submission by the CONTRACTOR. Statements for additional services shall not be submitted more frequently than monthly. Labor rate quotations for basic and conditional additional services are based on standard working hours, Monday-Friday, 8am-Spm. Overtime charges are assessed as applicable. CONTRACTOR's labor rates will be invoiced within the following range: a. Project Director b. Project Designer Professional Services and Purchase Agreement - Pinpoint Page 3 of 29 Project Engineer Project Manager Project Technician Field Service Engineer Field Installation Technician This Agreement is based on CONTRACTOR's standard labor rates at the job site location for the Project for an eight (8) hour day, forty (40) hour week, or such shorter work period as may be established. If CITY orders, and authorizes in writing, overtime work, which requires premium pay (1-1/2x standard), CONTRACTOR shall be entitled to add such premium to the Contract Price, plus a fifieen percent (15%) cost for reasonable overhead and profit. ARTICLE VI LICENSE A. Grant of License. CONTRACTOR grants CITY (or, in the case of sot°rware created by th/rd parties, transfers to CITY) pursuant to the terms and conditions of this Agreement, a nonexclusive license to use all Software. ARTICLE VII TESTING AND ACCEPTANCE A. At its sole option, CITY may elect to subject the System to a series of unit, System and final acceptance testing by CITY personnel prior to acceptance of the System. CITY shall be allowed a minimum thirty (30) day period for acceptance testing. Such acceptance tests shall be conducted in situ upon installation in order to determine whether System performs according to the functions, specifications and descriptions set forth in the proposal and Contract documents. Additionally, such testing may be conducted to ensure that: 1. System can be effectively utilized in CITY's operating business environment; 2. the various components of the System operate as specified, and meet all functional requirements specified in Exhibit B; 3. the System will be capable of functioning without any major impact on the current operating environment; 4. the System is capable of running on a variety of data without failure; and 5. the System meets the rantimes required by CITY. Professional Services and Purchase Agreement - Pinpoint Page 4 of 29 B. CITY's Rights Upon Termination After Failure of Warranty Process. Upon CITY's termination of this Agreement after failure of the acceptance tests, CITY shall promptly return Software and Hardware to CONTRACTOR and shall have the right to receive prompt reimbursement of all payments made to CONTRACTOR under this Agreement. ARTICLE VIII TRAINING CONTRACTOR shall provide, during ,~.~'..~_~_,~a // ~/(~)-day training program at no charge to CITY at CITY's site for up to'~ (_.~o) employees of CITY. ARTICLE IX OBSERVATION AND REVIEW OF THE WORK CONSULTANT will exercise reasonable care and due diligence in discovering and promptly reporting to the OWNER any defects or deficiencies in the work of the CONSULTANT or any subcontractors or subconsultants. ARTICLE X OWNERSHIP OF DOCUMENTS All documents prepared or furnished by CONSULTANT (and CONSULTANT's subcontractors or subconsultants) pursuant to this Agreement are instruments of service, and shall become the property of the OWNER upon the termination of this Agreement. CONSULTANT is entitled to retain copies of all such documents. The documents prepared and furnished by CONSULTANT are intended only to be applicable to this Project, and OWNER's use of these documents in other projects shall be at OWNER's sole risk and expense. In the event OWNER uses any of the information or materials developed pursuant to this Agreement in another project or for other purposes than specified herein, CONSULTANT is released from any and all liability relating to their use in that project. Notwithstanding the above, each party is and shall remain the owner of all right, title and interest in and to such party's proprietary materials, and all copies thereof, and in and to all of the related trade secrets, copyrights, patents and all other proprietary fights. Neither party shall obtain any right or license in and to the other party's proprietary materials. ARTICLE XII INDEPENDENT CONTRACTOR CONSULTANT shall provide services to OWNER as an independent contractor, not as an employee of the OWNER. CONSULTANT shall not have or claim any right arising from employee status. Professional Services and Purchase Agreement - Pinpoint Page 5 of 29 ~ARTICLE XII INDEMNITY AGREEMENT CONSULTANT shall indenmify and save and hold harmless OWNER and its officers, agents, and employees from and against any and all liability, claims, demands, damages, losses, and expenses, including, but not limited to court costs and reasonable attorney fees incurred by OWNER, and including, without limitation, damages for bodily and personal injury, death and property damage, resulting from the negligent acts or omissions of CONSULTANT or its officers, shareholders, agents, or employees in the execution, operation, or performance of this Agmement. CONSULTANT shall indemnify, defend and hold harmless OWNER from and against any claims, including reasonable legal fees and expenses, based upon infringement of any United States copyright trademark or patent by any Soibx, are or other System component. OWNER agrees to notify CONSULTANT of any such claim promptly in writing. OWNER agrees to cooperate fully with CONSULTANT during such proceedings. CONSULTANT shall defend and settle at its sole expense all proceedings ar/sing out of the fomgning, and shall reimburse within thirty (30) days of submittal by OWNER any attorney fees paid by OWNER in defending against such claims. In the event of such infringement, CONSULTANT may replace, in whole or in part, Software or any other System component with a substantially compatible and functionally equivalent product, or modify the Software or System component to avoid the infringement. Nothing in this Agreement shall be construed to creato a liability to any person who is not a party to this Agreement, and nothing herein shall waive any of the parties' defenses, both at law or equity, to any claim, cause of action, or litigation filed by anyone not a party to this Agreement, including the defense of governmental immunity, which defenses are hereby expressly reserved. ARTICLE XIII WARRANTIES A. Warranty of Title. CONTRACTOR warrants that it holds title and/or copyright to all installed products licensed and delivered pursuant to this Agreement, or in the event that any licenses to the installed products are held by a third party, that a license sufficient to secure OWNER's expected use of the installed products will be transferred to OWNER. B. CONTRACTOR warrants that its installed products will perform free of defects that would prevent the System from operating in the manner described in the Contract documents and any other related user documentation for the version installed. This Warranty shall commence upon date of acceptance by OWNER of the System. C. System Function Warranty.. CONTRACTOR further warrants that the installed system will perform all functions listed within the Functional Requirements attached as Exhibit Professional Services and Purchase Agreement - Pinpoint Page 6 of 29 B, in a manner which maximizes efficiency and ease of use to persons using the system. This Warranty shall commence upon date of acceptance by OWNER of the System. D. Date Calculation Warranty. CONTRACTOR warrants that each installed product delivered under this Agreement shall, as a system, be able to accurately process date data (including, but not limited to, calculating, comparing, and sequencing) from, into, and between the twentieth and twenty-first centuries, including leap year calculations, when used in accordance with the product documentation provided by CONTRACTOR, provided that all other interfaces (e.g., hardware, software, firmware) used in combination with such product properly exchange date data with it. Notwithstanding any provision to the contrary, the remedies available to OWNER under this warranty shall include repair or replacement of any CONTRACTOR-supplied product whose non-compliance is discovered and made known to CONTRACTOR in writing. Nothing in this warranty shall be construed to limit any rights or remedies OWNER may otherwise have under the Agreement with respect to defects other than Year 2000 performance. ARTICLE XIV INSURANCE During the performance of the services under this Agreement, CONSULTANT shall maintain the following insurance with an insurance company licensed to do business in the State of Texas by the State Insurance Commission or any successor agency that has a rating with Best Rate Carders of at least an A- or above: Comprehensive General Liability Insurance with bodily injury limits of not less than $500,000 for each occurrence and not less than $500,000 in the aggregate, and with property damage limits of not less than $100,000 for each occurrence and not less than $100,000 in the aggregate. Automobile Liability Insurance with bodily injury limits of not less than $500,000 for each person and not less than $500,000 for each accident, and with property damage limits of not less than $100,000 for each accident. Worker's Compensation Insurance in accordance with statutory requirements, and Employers' Liability Insurance with limits of not less than $100,000 for each accident. D. Professional Liability Insurance with limits of not less than $1,000,000 annual aggregate. The CONSULTANT shall furnish insurance certificates or insurance policies at the OWNER's request to evidence such coverages. The insurance policies shall name the OWNER as an additional insured on all such policies, and shall contain a provision that such insurance shall not be canceled or modified without thirty (30) days' prior written notice to OWNER and CONSULTANT. In such event, the CONSULTANT shall, prior Professional Services and Purchase Agreement ~ Pinpoint Page 7 of 29 to the effective date of the change or cancellation, serve substitute policies furnishing the same coverage. CONTRACTOR hereby waives subrogation rights for loss or damage to the extent same are covered by insurance. Insurers shall have no fight of recovery or subrogation against CITY, it being the intention that the insurance policies shall protect all parties to the Agreement and be primary coverage for all losses covered by the policies; Companies issuing the insurance policies and CONTRACTOR shall have no recourse against CITY for payment of any premiums or assessments for any deductible, as all such premiums and deductibles are the sole responsibility and risk of CONTRACTOR. Approval, disapproval or failure to act by CITY regarding any insurance supplied by CONTRACTOR (or any subcontractors) shall not relieve CONTRACTOR of full responsibility or liability for damages and accidents as set forth in the Contract documents. Neither shall the insolvency or denial of liability by the insurance company exonerate CONTRACTOR from liability. ARTICLE XV ARBITRATION AND ALTERNATE DISPUTE RESOLUTION The parties may agree to settle any disputes under this Agreement by submitting the dispute to arbitration or other means of alternate dispute resolution, such as mediation. No arbitration or altemate dispute resolution arising out of or relating to this Agreement, involving one party's disagreement, may include the other party to the disagreement without the other's approval. ARTICLE XVI TERMINATION OF AGREEMENT Notwithstanding any other provision of this Agreement, either party may terminate by giving thirty (30) days advance written notice to the other party. This Agreement may be terminated in whole or in part in the event of either party substantially failing to fulfill its obligations under this Agreement. No such termination will be effective unless the other party is given (1) written notice (delivered by certified mail, return receipt requested) of intent to terminate and setting forth the reasons specifying the non-performance, and not less than thirty (30) calendar days to cure the failure; and (2) an opportunity for consultation with the terminating party prior to termination. In the event of CONSULTANT's termination, OWNER shall be entitled to a pro rata refund of any annual payment made in advance. Professional Services and Purchase Agreement - Pinpoint Page 8 of 29 If the Agreement is terminated prior to completion of the services to be provided hereunder, CONSULTANT shall immediately cease all services and shall render a final bill for services to the OWNER within thirty (30) days after the date of termination. The OWNER shall pay CONSULTANT for all services properly rendered and satisfactorily performed and for reimbursable expenses to termination incurred prior to the date of termination, in accordance with Article V "Compensation." Should the OWNER subsequently contract with a new consultant for the continuation of services on the Project, CONSULTANT shall cooperate in providing information. The CONSULTANT shall mm over all documents prepared or furnished by CONSULTANT pursuant to this Agreement to the OWNER on or before the date of termination, but may maintain copies of such documents for its use. ARTICLE XVII RESPONSIBILITY FOR CLAIMS AND LIABILITIES Approval by the OWNER shall not constitute, nor be deemed a release of the responsibility and liability of the CONSULTANT, its employees, associates, agents, subcontractors, and subconsultants for the accuracy and competency of their designs or other work; nor shall such approval be deemed to be an assumption of such responsibility by the OWNER for any defect in the design or other work prepared by the CONSULTANT, its employees, subcontractors, agents, and consultants. .ARTICLE XVIII NOTICES All notices, communications, and reports required or permitted under this Agreement shall be personally delivered or mailed to the respective parties by depositing same in the United States mail to the address shown below, certified mail, return receipt requested, unless otherwise specified herein: To CONSULTANT: To OWNER: Pinpoint Technologies, Inc. 1800 38th Street, Suite 200 Boulder, CO 80301.~.~-/ ATTN: ...................... City of Denton City Manager 215 East McKinney Denton, Texas 76201 All notices shall be deemed effective upon receipt by the party to whom such notice is given, or within three (3) days after mailing. Professional Services and Purchase Agreement - Pinpoint Page 9 of 29 ARTICLE XIX ENTIRE AGREEMENT This Agreement, consisting of fifteen (15) pages and two exhibits, constitutes the complete and final expression of the agreement of the parties, and is intended as a complete and exclusive statement of the terms of their agreements, and supersedes all prior contemporaneous offers, promises, representations, negotiations, discussions, communications, and agreements which may have been made in connection with the subject matter hereof. ARTICLE XX SEVERABILITY If any provision of this Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of this Agreement and shall not cause the remainder to be invalid or unenforceable. In such event, the parties shall reform this Agreement to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the intention of the stricken provision. ARTICLE XXI COMPLIANCE WITH LAWS The CONSULTANT shall comply with all federal, state, and local laws, rules, regulations, and ordinances applicable to the work covered hereunder as they may now read or hereinafter be amended. ARTICLE XXII PERSONNEL CONTRACTOR represents that it has or will secure, at its own expense, all personnel required to perform all the services required under this Agreement. Such personnel shall not be employees or officers of, or have any contractual relations with the CITY. CONTRACTOR shall inform the CITY of any conflict of interest or potential conflict of interest that may arise during the term of this Agreement. All services required hereunder will be performed by CONTRACTOR or under its supervision. All personnel engaged in work shall be qualified, and shall be authorized and permitted under state and local laws to perform such services. Professional Services and Purchase Agreement - Pinpoint Page 10 of 29 ARTICLE XXIII DISCRIMINATION PROHIBITED In performing the services required hereunder, the CONSULTANT shall not discriminate against any person on the basis of race, color, religion, sex, national origin or ancestry, age, or physical handicap. ARTICLE XXIV ASSIGNABILITY CONSULTANT shall not assign any interest in this Agreement, and shall not transfer any interest in this Agreement (whether by assignment, novation, or otherwise) without the prior written consent of OWNER. ARTICLE XXV MODIFICATION No waiver or modification of this Agreement or of any covenant, condition, or limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith, and no evidence of any waiver or modification shall be offered or received in evidence in any proceeding arising between the parties hereto out of or affecting this Agreement, or the rights or obligations of the parties hereunder, and unless such waiver or modification is in writing and duly executed; and the parties further agree that the provisions of this section will not be waived unless as set forth herein. ARTICLE XXVI MISCELLANEOUS A. The following exhibits are attached to and made a part of this Agreement: Exhibit A Exhibit B Consultant's Sales Proposal (1 page) List of Functional Requirements CONSULTANT agrees that OWNER shall, until the expiration of three (3) years after the final payment under this Agreement, have access to and the right to examine any directly pertinent books, documents, papers, and records of the CONSULTANT involving transactions relating to this Agreement. CONSULTANT agrees that OWNER shall have access during normal working hours to all necessary CONSULTANT facilities and shall be provided adequate and appropriate working space in order to conduct audits in compliance with this section. OWNER shall give CONSULTANT reasonable advance notice of intended audits. Professional Services and Purchase Agreement - Pinpoint Page 11 of 29 Venue of any suit or cause of action under this Agreement shall lie exclusively in Denton County, Texas. This Agreement shall be construed in accordance with the laws of the State of Texas. For th~' lattroose,//;o/f this Agreement, the project manager shall be .~e~/g//'/~/-.~..Z~-.~/~ However, nothing herein shall limit CONSULTANT from using other qualified and competent members of its firm to perform the services required herein. CONSULTANT shall commence, carry on, and complete any and all projects with all applicable dispatch, in a sound, economical, and efficient manner and in accordance with the provisions hereof. In accomplishing the projects, CONSULTANT shall take such steps as are appropriate to ensure that the work involved is properly coordinated with related work being carried on by the OWNER. The OWNER shall assist the CONSULTANT by placing at the CONSULTANT's disposal all available information pertinent to the Project, including previous reports, any other data relative to the Project, and arranging for the access thereto, and make ali provisions for the CONSULTANT to enter in or upon public and private property as required for the CONSULTANT to perform services under this Agreement. The captions of this Agreement are for informational purposes only, and shall not in any way affect the substantive terms or conditions of this Agreement. Each party shall be excused from performance under this Agreement, and shall have no liability to the other party or for any period it is prevented from performing any of its obligations, in whole or in part, as a result of delays caused by the other party or by an act of God, war, civil disturbance, court order, third party performance or nonperformance, strikes, work stoppages or other cause beyond its reasonable control, and such nonperformance shall not be a default under this Agreement. Notwithstanding the foregoing, if any of the above-enumerated circumstances prevent, hinder or delay performance of either party's obligations hereunder for more than thirty (30) calendar days, the party not prevented from performing may, at its option, terminate this Agreement without liability or penalty as of a date specified by such party in a written notice of termination to the other party. Remedies. No right or remedy granted herein or reserved to the parties is exclusive of any fight or remedy herein by law or equity provided or permitted; but each shall be cumulative or every right or remedy given hereunder. No covenant or condition of this Agreement may be waived without consent of the parties. Forbearance or indulgence by either party shall not constitute a waiver of any covenant or condition to be performed pursuant to this Agreement. Professional Services and Purchase Agreement - Pinpoint Page 12 of 29 Read and Understood. Each party acknowledges that it has read and understands this Agreement and agrees to be bound by its terms. Construction of Agreement. Both parties have participated fully in the review and revision of this Agreement. Any role of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply to the interpretation of this Agreement. IN WITNESS HEREOF, the City of Denton, Texas has caused this Agreement to be executed by its duly authorized City Manager, and CONSULTANT has ex.ecg.ted this Agreement through its duly authorized undersigned officer on this the~day of c~//g]'~/ff~ ,2003. CITY OF DENTON, TEXAS k--""~MICHAEL A. CONDUFF,~'IANAGER ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: BY: Professional Services and Purchase Agreement - Pinpoint Page 13 of 29 WITNESS: THE STATE OF ~ §' cou TYO Acknowledgment Co/0.~'i[~ BEFORE ME, the undersigned authority, a Notary Public in and for the State of Catifortfia, on this day personally appeared , known to me to be the person and officer whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed same for and as the act and deed of of , and as thereof, and for the purposes and consideration therein expressed and in the capacity therein expressed. GIVEN UNDER MY HAND AND SEAL OF OFFICE on this the ,2003. My Commission Expires: day of Notary Pu~li~, State of~ ¢'"~/~3ta-°~''~' ~°'"" Nota~'~ Printed N~e THE STATE OF TEXAS § COUNTY OF DENTON § City Acknowledgment BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared MICHAEL A. CONDUFF, known to me to be the person and officer whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed same for and as the act and deed of the CITY OF DENTON, TEXAS, a municipal corporation of the State of Texas, Denton County, Texas, and as the City Manager thereof, and for the purposes and consideration therein expressed and in the capacity therein expressed. t I GIVEN UNDER MY HAND AND SEAL OF OFFICE on this the"~7/'~- day of /"q~] ,2003. I~";~ NotaP/Public, State of Texas I-"*j..'~.i3 MvCommission Expires I[ ,'i '~-~,:'" 2005 I/,, ,,, dun", g?, , Profes~:---?~?~'.'-".' ~: ::~ - :::: .... ~ "inpoint Page 14 of 29 Notan~ Public, State, of Texas / Notary's Printed Name Professional Services and Purchase Agreement - Pinpoint Page 15 of 29 Exhibit A CONSULTANT's Proposal PinpointTechnologles~ln¢, 1800 3~h Stmet, SuSe200 Boulde~ CO 80301 303.801.0000 and ¢l{y of Denton, TX Fire & EMS 601 E. Hicks,, Suite E Denton, TX 76208 940.349.7267 EM8 Pro User U=enses and Optional Modules I Code I D~sedpOon I Q~' I Unit Price I Extended Price I RlghtCADISanltas Optional Modules Mobile Hardware Order Summary Code Descrlpeon I Gty. Pric~ Extended Price $¥1 Subtotal from above $1 d2,600.00 STT Slate Tex Exempt ST2 Subla~t $162,600.00 Professional Services and Purchase Agreement - Pinpoint Page 16 of 29 Exhibit B Functinoal Requirements EMS PRO Mobile or Remote Software 1. Security · Must have user logon with username and password to enter software. · Must have ability to restrict which users can create calls in the software. 2. Pen Enabled and Desktop Usable · Able to use software on Desktop or Pen Based Computer · Ability to recognize pen input, support hand writing recognition and capture electronic signatures when using appropriate hardware that is recommended/approved by sof~are vendor. 3. Crew/Shift Information · Ability to capture up to 8 shift personnel signatures electronically · Ability to customize the list of crew names and enable/disable them at any time · Ability to capture up to 8 different crew/shift information data elements (fields) and customize their caption and associated pick list. · Ability to define a list of agency names. · Ability to define the list of crew names and 8 customizable crew/shift information fields on a per agency basis. · 17 distinct data elements 4. Creating a call/incident · Ability to create a call based on frequent flyer database that resides on "mobile" computer · Ability to create a call based on any patient that has been documented on the "mobile" computer since the last patient data upload with the "server" computer. · Ability to accept call/incident information from a mobile data terminal application (MDT) over a serial cable and automatically create a call with the imported information automatically added to the database. 5. Initial Response Information · 18 distinct data elements (not counting times, address counted as one) 6. Patient Demographic and Other Information · 17 distinct data elements related to patient information (personal effects and addresses each counted as one) · 8 distinct data elements related to NOK (address counted as one) 7. Patient History Information · 6 categories of data elements captured: Chief Complaint, Past Medical History, Method of Injury, Trauma, Medications Currently Being Taken, and Allergies · For each Patient History Information category, have the ability to create and customize data elements available for data input that can "drill-down" up to 10 levels of information. · Ability to select/input an unlimited number of data items in each category of Patient History Information. · Ability to add further details/comments (up to 254 characters) for every data item selected in the Patient History Information screen. · Counted as 6 distinct data elements Professional Services and Purchase Agreement - Pinpoint Page 17 of 29 Exhibit B Functinoal Requirements 8. Assessment/Exam Information · Ability to define and customize up to 20 different categories (such as body parts) related to assessment information. · Ability to define and customize up to 10 different sub-categories (such as sub body parts) related to each assessment category. · Be able to defme an assessment/examination area of the body such as category "Upper Extremity" and sub-category of "Right Hand". · For each area of assessment defined, have the ability to create and customize data elements available for data input that can "drill-down" up to 10 levels of information. · Ability to select/input an unlimited number of data items in each area of Assessment Information. · Ability to add further details/comments (up to 254 characters) for every data item selected in the Assessment Information screen. · Ability to specify a value that indicates "Within Normal Limits" and also a value that indicates "Not Assessed" for each assessment area (body part) on the Assessment screen. Software allows user to set either the "Within Normal Limits" or "Not Assessed" value to each defined assessment area (body part) by click of a single button. · Counted as 20 distinct data elements 9. Diagnosis/Impression Information · 2 categories of data elements captured: Primary and Secondary Diagnoses · For each Diagnosis category, have the ability to create and customize data elements available for data input that can "drill-down" up to 10 levels of information. · For each Diagnosis category, have the ability to limit (or not) the number of data elements selected for data input. If limited, the number of data elements input can be specified. · Ability to add further details/comments (up to 254 characters) for every data item selected in the Diagnosis screen. · Counted as 2 distinct data elements 10. Vital Signs Information · Ability to capture the following vital signs info: BP (be able to indicate Palp and MAST); pulse rate and it's strength and regularity; respiratory rate and effort; breath sounds left and right; GCS; ECG; Ectopics; SPO2; Glucose; LOC; skin color, temperature and moisture; body temperature; left and right arm and leg movements; pupil size, reaction and dilation for each eye. · Ability to customize caption and pick list for 4 general use vital sign fields. · Ability to capture a time for each vital sign and add further detalls/commants (up to 254 characters) · For a particular patient, have the ability to copy an existing vital sign record to a new vital sign record and then modify as required. · Ability to specify a value that indicates "Within Normal Limits" for each data element on the Vital Signs screen that has an associated pick list. Software allows user to set the "Within Normal Limits" value to each data element with an associated pick list by click of a single button. · Counted as 37 distinct data elements 1 I. Treatments Performed Information Professional Services and Purchase Agreement ~ Pinpoint Page 18 of 29 Exhibit B Functinoal Requirements · Ability to create and customize an unlimited number of treatment procedures available for input. · For each treatment procedure created, have the ability to create and customize an unlimited number of treatment procedure detail items available for input. · For each treatment procedure detail item created, have the ability to create and customize an associated pick list. · For each treatment procedure detail item created, have the ability to specify that a user must enter a value from the associated pick list when the treatment procedure is input. · For each treatment procedure detail item created, have the ability to specify that a user must enter a value when the treatment procedure is input. · Ability to capture a time for each treatment performed and add further details/comments (up to 254 characters) · For a particular patient, have the ability to copy an existing treatment record to a new treatment record and then modify as required. · Counted as one distinct data element 12. BLS/PTA Information · Have the ability to create and customize BLS/PTA data elements available for data input that can "drill-down" up to 10 levels of information. · Have the ability to limit (or not) the number of data elements selected for data input. If limited, the number of data elements input can be specified. · Ability to add further details/comments (up to 254 characters) for every data item selected in the BLS/PTA screen. · Counted as one distinct data element 13. Trauma Score Information · Ability to define and customize up to 4 trauma score screens, plus have the APGAR score screen. · For each trauma scorn, have the ability to create and customize up to 10 criteria/input items that constitute the scoring scheme. · For each criteria/input item of a trauma score scheme created, have ability to create and customize an associated pick list. For each pick list item, allow a score value to be associated with it. · Ability to add further details/comments (up to 254 characters) for every data item selected in a Trauma score screen. · Have the ability to copy existing vital sign record info into a trauma score screen and automatically assign to the appropriate score input item and calculate the item's score value. · Counted as 5 distinct data elements I4. Disclaimers and Electronic Signatures · Ability to create and customize an unlimited number of disclaimer/signature types available for input. · Ability to customize the disclaimer text for each signature type that is created. · Ability to insert data elements that will be captured in other parts of the sof~ware directly into the disclaimer text. These data elements should include the following: patient, NOK or guarantor name; patient address; current date/time; call received date/time; call numbers; receiving facility; crew member names; patient personal effects; location of incident; receiving physician and diagnosis information. Professional Services and Purchase Agreement - Pinpoint Page 19 of 29 Exhibit B Functinoal Requirements · Ability to define an unlimited number of languages available for displaying disclaimer text. · For each signature type, have the ability to customize the disclaimer text in each language that has been defined. · Ability to capture the following information with an electronic signature: signer type and name; up to 2 witness names, electronic signatures and phone numbers; and a reason why a signature could not be provided (if applicable). · Counted as one distinct data element 15. Time Summary Information ·22 distinct times · 2 odometer readings for Return Transport mileage 16. Call Outcome Information · 30 distinct data elements (receiving facility and ER physician address each counted as one, not counting odometer/mileage fields or any time fields) 17. Billing/Insurance Information · Ability to create and customize an unlimited number insurance company/carriers available for input. · For each insurance company/carrier created, have the ability to create and customize up to 8 detail items available for input. · For each insurance company/carrier detail item created, have the ability to create and customize an associated pick list. · Ability to add further details/comments (up to 254 characters) for every insurance company/carrier selected in the Billing/Insurance screen. · 15 distinct data elements (insurance company information, employer and guarantor address each counted as one) 18. Charges and Supplies Information · Ability to define and configure a list of charge and supply items · Ability to define and configure a list of charge and supply groups that are comprised of charge and supply items · Ability to assign a charge item/group and/or supply item/group to each of the following configurable data elements: a treatment procedure, each treatment procedure pick list item, call outcome, and call type/leveI of care. · Ability to setup a separate mileage charge for both response and transport mileage · Counted as 2 distinct data elements (charge and supply) 19. Narrative Information · Ability to capture an unlimited amount of textual information. · Counted as one distinct data element 20. Crew Exposure Information · Ability to capture medic name, time, exposure type, description, indicate whether supervisor was notified, exposure report was completed and whether medic returned to work, and three other fields that are available for configuration. · Counted as 10 distinct data elements 21. Generic Screens that are eustomizable · Ability to have 3 generic screens that can be customized. · For 2 of the generic screens, have the ability to create and customize data elements available for data input that can "drill-down" up to 10 levels of information. Professional Services and Purchase Agreement - Pinpoint Page 20 of 29 Exhibit B Functinoal Requirements · For the 2 generic screens with "drill-down" capability, have the ability to limit (or not) the number of data elements selected for data input. If limited, the number of data elements input can be specified. · Ability to add further details/comments (up to 254 characters) for every data item selected in the Generic "ch-ill-down" screens. · The 3~a generic screen allows for I0 data elements with associated pick lists to be customized. · Counted as 12 distinct data elements 22. Call Summary Information · Ability to see all data elements entered for a patient at all times and have it update automatically every time data is saved to the database. · Ability to customize what entered data is displayed on the call summary information screen. · Ability to define tabs on the call summary screen and choose what entered data appears on each tab. · Ability to display message on any tab of the call summary screen to indicate that data elements have not yet been input by the user. · Ability to double-click on any data element displayed on the call summary screen and the associated screen where the data element is input is automatically displayed. 23. At Patient Side Quick Documentation · Ability to capture Treatment Procedures with time, Event Times and Vital Signs taken time from a single screen by click ora button. · Ability to define call type categories that allow different screens of quick documentation items to be configured. · Ability to define and customize 52 quick documentation items per call type categnry/screen. 24. Number of data points that can be input · Ability to capture minimum data set defined by NtlTSA · Ability to capture 227 distinct data elements (NOTE: the following information was treated as one distinct data element even though multiple values within these elements can be captured in the software: Address info, Treatment Procedures, Diagnosis 1 and 2, Insurance Companies, Miscellaneous 1 and 2 "drill-downs", BLS/PTA Items, each Patient History type, each Assessment Body Part, Charges, Supplies, Disclaimer Signatures, Trauma Scores) · Ability to capture 362 distinct data elements if assume the following number of items selected for specific data element types that were previously counted as one: a. 10 address fields x 5 addresses input (50) b. 5 treatment procedures x 4 qualifiers for each treatment (20) c. 3 secondary diagnoses d. 2 insurance companies x 3 qualifiers for each company (6) e. 5 items in Miscellaneous 1 "drill-down" f. 5 BLS/PTA items g. 3 items in each of the Patient History Categories (Chief Complaint, Past Medical' History, Method of Injury, Trauma, Medications Currently Being Taken, and Allergies) (18) h. 2 assessment body parts with 3 injury descriptions selected (4) Professional Services and Purchase Agreement - Pinpoint Page 21 of 29 Exhibit B Functinoal Requirements i. 5 charges j. 10 supplies k. 3 signatures 1. 6 trauma score data items captured for one Trauma Score · Ability to capture the following address types: incident, patient home, patient mailing, patient NOK, guarantor, billing insurance/payor, employer, receiving facility/hospital, and receiving physician. · Ability to capture the following distinct address fields: location description, unit, block #, prefix, street, street type, street suffix, floor, cross street, city, county, state, zip, country, telephone #1, telephone #2. 25. Call/Incident Transfer · Ability to transfer a patient call/incident from one mobiIe or remote desktop computer to another via serial cable or Irda. · Ability to either copy or move the patient call/incident during the transfer. 26. Patient Care Report · Ability to support Patient Care Reports developed with Seagate Crystal Reports software · Ability to print or print preview the patient care report · Ability to print via parallel cable or IrDA · Ability to fax PCR when appropriate faxing software that is recommended/approved by software vendor is installed. 27. Miscellaneous Reports · Report that lists shift information and a summary of ail the calls that a crew ran on a shift · Reports that lists all the supplies used for a shift · Ability for software administrator at <Customer> to add as many custom reports designed in Crystal Reports as desired that can be printed from the software 28. Quality Assurance and Data Integrity Validation Tool · Provide QA data integrity or validation tool that will automatically check all data entered and prompt user whether all QA rules have been met. Ifa patient call has met all QA rules then provide user the ability to close or lock out the call from further modification. · Software must evaluate all QA rules every time data is saved to the database and be able to display list of violated QA rules with one button click. · When a violated QA rule is double-clicked, the software must automatically navigate the user to the screen where the data element can be input or modified to satisfy the QA rule. 29. Miscellaneous Features · The software automatically saves data elements to the database every time a new screen is selected/displayed. · Ability to add addendum information to a patient call after it has been reviewed by medic and locked from further modification. · Ability to add comments information to a patient call. · Spell Checker that uses dictionary with medical terminology · Integrated web browser that allows locally installed web pages to be displayed - this couId be used for protocols, announcements, bulletins, phone numbers or any other type of information · Scratch Pad that allows hand drawings to be made and attached to a patient record. Professional Services and Purchase Agreement - Pinpoint Page 22 of 29 Exhibit B Functinoal Requirements Networked Desktop Software 1. Provide exact same user interface and functionality as the "Mobile or Remote Desktop" Software with the exception of any pen-based/character recognition functionality that cannot be supported on desktop computers. 2. Security · Must have user logon with usemame and password to enter soRware · Must have ability to restrict the following for each user defined in the system: searching for calls; printing calls; modifying data elements on a screen-by-screen basis; creating a call in the system; assigning/moving a call to another user in the system. 3. Electronic Tracking and Movement of Calls (Patient Care Reports) · Provide ability to define and customize users and user types within the soib~varc. · Provide ability to del'me and customize a set of distribution rules for each user and user type. · Software must be able to evaluate the user-defined distribution rules and automatically move calls between users and user types de£med within the system. · When a of QA rules defined for a particular user type is satisfied, the software will allow the call to be closed or locked from further editing. · The software must allow for each user to clear a call from their "inbox" if given that privilege. · The software must allow for each user to move a call from their "inbox" to another user if given that privilege. · The software must automatically move a closed/locked call from a user "inbox" if the user is not given the privileges to do so and route it to the next user based on the distribution rules. 4. Multiple users can browse the same patient care report concurrently within the "Networked Desktop Software". Administration Software 1. All confignration capabilities described in the "Mobile or Remote Desktop" Software are performed from the "Administration" sofo~vare. 2. Security · Must have user logon with username and password to enter "Administration" software 3. Quality Assurance and Data Integrity Validation Tool · All con~gnration options described below are applied to the "Mobile or Remote Desktop" Software after performing software synchronization. · Provide set of default QA rules as follows: All mileages must be in order; All re~uru trip mileages must be in order; All times must be in order; Ali times must be within X minutes of each other where X can be configured; Treatment procedure times must be between At Patient Side Time & At Destination time; Treatment procedure times must be between At Scene Time & At Destination Time; Return End Time must be greater than Return Start Time. · Provide ability to define and customize QA rules and specify the following: the severity (warning or critical) of each rule; the screen to automatically navigate to should the QA rule be double-clicked in the software. Professional Services and Purchase Agreement - Pinpoint Page 23 of 29 Exhibit B Functinoal Requirements · Allow QA roles to be defined on the existence or specific value on roughly 90% of the data elements captured in the software. · Allow QA roles to check for existence of data elements that have or have not been input · Allow QA roles to check for specific values that have or have not been entered for data elements · Allow QA roles to be combined together with AND and OR operators. · Allow multiple QA roles to support parentheses so that roles can be combined together and then evaluated inside or outside of the parentheses in combination with AND and OR operators 4. Electronic Tracking and Movement of Calls (Patient Care Reports) · Provide ability to define and customize users and user types within the software. · Provide ability to define and customize a set of distribution roles for each user and user type. · Provide ability to define a set of QA roles for each user type. 5. Customizability · Ability to modify the captions for 95% of the data fields, menu items, tabs, and buttons in the "Mobile or Remote Desktop" software. · Ability to enable or disable data fields within a screen in the "Mobile or Remote Desktop" Software. If data fields are disabled then they are not displayed in the sol'are to the end user. · Ability to move data fields up or down within a screen. · Ability to configure 100% of the data fields in the software that contain pick lists in the "Mobile or Remote Desktop" Sofiware. · Ability to create tabs and their captions and move data elements between tabs for the Initial Response, Patient Information, Outcome, Billing/Insurance, Time Summary, and Vital Signs in the "Mobile or Remote Desktop" Software. 6. Patient Care Report · Ability to support Patient Care Reports developed with Seagate Crystal Reports software · Ability for a sofiware administrator at <Customer> to customize the PCR using Crystal Reports and add other custom PCR's designed in Crystal Reports as desired that can be printed from the sofavare. Data Upload and Software Syncronizafion Features 1. The Synchronization sofc~vare must be available to synchronize "Mobile or Remote Desktop" computers, '~Networked" computers and the "Administration" computer with the "Main Database Server" computer. 2. Software databases and synchronization · All patient data collected on mobile or remote desktop databases is uploaded to the "Main Database Server" computer database. · All changes in the "Administration" database are uploaded to the "Main Database Server" computer database. · All patient data collected on "Networked" computers is saved directly in the "Main Database Server" computer's database. 3. Security Professional Services and Purchase Agreement - Pinpoint Page 24 of 29 Exhibit B Funcfinoal Requirements · Connection to network that is required for data upload is verified by requiring network cmdantials as supplied by standard Microsoft Windows Dial Up Networking. 4. Data Upload Features · Support upload via phone line, LAN or direct cable · Automatically create back of patient call data prior to data upload · Compress patient call data prior to upload · Software must have different upload options as follows: always allow data uploads; provide waming message before upload if not all calls on the remote computer have been locked/closed; don't allow upload if any calls on the remote computer have not been locked/closed; only upload calls that have been locked/closed and leave the remaining open calls on the remote computer. · Patient data and shift information is automatically removed from remote database computer after a successful upload. 5. Data Synchronization Features · Synchronization software must automatically update the "Main Database Server" database with any changes done on the "Administration" database. Updates include any changes to data element pick lists, enabling/disabling of data elements, moving of data elements, changes to data element captions, changes to menus, tabs and buttons in the software, changes to the frequent flyer database. · Synchronization soRware must automatically update the remote computer's database with any changes that have been done through the Administration portion of the software that have been successfully applied to the "Main Database Server" database. 6. Patient Care Reports, local web pages (bulletin board pages) Synchronization · Software must provide ability to prepare new or updated patient care reports "packages" for download from the "Main Database Server" computer to all other computers using the software · Software must provide ability to prepare new or updated local web pages (bulletin board) "packages" for download from the "Main Database Server" computer to all other computers using the software · Synchronization process must automatically detect that new Patient Care Report or local web page "packages" have been created on the "Main Database Server" computer, download to the "mobile or remote desktop", "administration" or "networked" computer and update the software accordingly. 7. Software Synchronization Features · Synchronization process must automatically detect any software updates and/or upgrades that have been applied to the "Main Database Server" computer, download to the "mobile or remote desktop", "administration" or "networked" computer and update the software accordingly. Ad-Hoc Reporting Software 1. Provide Administrative, Quality Assurance and Agency Key Indicator reports that allow ad- hoc selection criteria to be entered. 2. Allow ad-hoc selections based on dates for all Quality Assurance and Agency Key Indicator reports. 3. Allow ad-hoc selection of different grouping/sorting on many reports. Professional Services and Purchase Agreement - Pinpoint Page 25 of 29 Exhibit B Functinoal Requirements 4. Provide at least 15 administrative reports and 20 Quality Assurance and Agency Key Indicator reports. Data Export Software 1. Software tool that allows data to be exported from the data entry software to 3~d party software/system. 2. Allows users to perform data associations between the pick lists in the data entry software database and the 3ra party software/system that is being e~ported to. 3. Allows data associations and data exporting to multiple 3 party software/systams. Only one tool is required for ail data exports. 4. Allows selection of data to be exported from the data entry soRware database based on the following criteria: call received date range, agency, call number range for up to 3 different call numbers, response code, transport code and call outcome. 5. Software remembers which calls have already been exported from data entry software database and won't re-export unless specified by user. General I. All reports and records generated by the System must fully comply with the mandatory requirements of HIPAA and any other applicable Texas or Federal standards (e.g.,Tex. H&S Code 773.091, et seq.) Professional Services and Purchase Agreement - Pinpoint Page 26 of 29 Exhibit B Functinoal Requirements Sanitas Billing System Functional Requirements · System must operate on any 32-bit Windows operating systems, specifically Windows 2000 or greater · System must use an SQL-based Database Management System (e.g., Microsoft SQL) · System should be written in C++ or other high level Object Oriented Language · System should operate on non-proprietary IBM compatible PCs · System should support thin client technology (e.g., Microsoft Terminal Server, Citrix) · All applications and components provided as part of the solution must be 32-bit. · System must not prohibit the use of other programs on PC stations (e.g., Microsoft Word, WinFax) · System should incorporate standard Windows functionality such as menus, button bars and right-click context menus to perform common functions · The system should support multiple displays, and have the ability to center dialogs on a single display such that dialogs are not cut between monitors · Complete audit trail for all transactions, with date, time and user. · Ability to post payments as a batch or individual payments · Electronic remittance advice from Medicare · Submit claims electronically to Medicare using National Standard Format, ANSI Format (where available), and also state Medicaid program · Default charges and credits by call type · Use of a clearing house for submission of claims (e.g.,NEIC) · Ability to interface with field data collection devices (e.g., EMS Pro) · Unlimited payors per customer · Internal set up and tracking of HCPCS and ICD-9 codes · Ability to set an effective date for HCPCS codes · User definable schedules by payor (e.g., Medicare, Medicaid, Private, Insurance) · User definable collection process, with ability to generate all appropriate letters and notices · Verification process for payor specific requirements as a pre-billing process · Ability to classify clients in groups, set expiration dates, and ability to report on groups (e.g.,HMOs members, Nursing home patients) · Security defined for each user, by system administrator · Allow for transfer of data using comma delimited ASCII files(e.g., transfer ofpatiant data to collection agency) · Ability to store physicians UPIN, insurance and license information · Ability to print invoices by zip code, payor, or user preference · System should provide for permanent address, and a temporary address for patient · Record treating physician and referring physician · Ability to set up time payment accounts · Ability to Monitor employee productivity through reports · System must provide end of period reports, and ability to reproduce reports at user discretion · Ability to assign accounts to users by payor for collection · Document scanning ability (e.g., nm reports, Medicare signatures) Professional Services and Purchase Agreement - Pinpoint Page 27 of 29 Exhibit B Functinoal Requirements · System be capable of storing charges and credits with effective dates, and system capable of using correct data by date of service (e.g., IIC increase from Medicare) · Ability to automatically write off account balances as defmed by payor, once account reaches predefined balance · System be capable to nm reports automatically at user discretion without additional licensing · System be capable of storing certification number (e.g., Medicaid approval number for non- emergency trips) · Quick reference for last service date and last statement date · Ability to accept assignment by payor or individual account · Default schedules by payor (e.g. Medicare, Medicaid) · System identify user for duplicate social numbers and payors · Ability to easily modify/edit a customer or trip by user · System have capability of tracking if patient admitted by trip · User have ability to bill for multiple companies · System have ability to track deductibles that were applied towards a payment · Credits, ability to track check number, check date, receipt number, and deposit date when posting payments · Ability for all users to view a summary screen, with user-defined filters to indicate outstanding work processes which need to be completed. This process should include the ability to "drill down" from the summary screen to the data, without requiring printed reports. · The system must have the ability to post denial reasons and allow reporting on that data to determine denial trends. The billing program must have the following user features: · Post credits by line item charge · Allow for single print of bills and receipts on demand · Ability to edit line item charges · Quick reference of patient status, number of trips, balance of each trip · Ability for accounts to automatically go to collection schedule for review · Ability to reference contact name and phone number by payor · Ability to print invoices by zip code, payor, or user preference · Aging of accounts by user preference (e.g., trip date, pay date, bill date) · Default notes for ease of data entry (e.g., patient bedridden) · Ability to recall a batch and reproduce if necessary (e.g., Batch not received by Medicare, printer jam) · System should automatically update a customer's record with new payor information, when adding a payor to an individual trip. · Ability to search for patient by name, payor, social security number, call number, date of service, responsible party, legal representative · On line help with search capabilities · Ability to schedule phone calls by user for collection, information purposes · User definable charges, credits and adjustments Professional Services and Purchase Agreement - Pinpoint Page 28 of 29 Exhibit B Functinoal Requirements · Ability to record and report on statistical information (e.g., procedures, medications, patient history · User have choice of forms for use (e.g., private bills, self mailers and invoices) · System provides area for call notes and collection notes. System automatically provides date, time and user when entering notes · System provide facility name, departments and callers (e.g., Methodist Hospital, Surgical Floor, Jane Smith, Social Worker) · Credits, ability to track check number, check date, receipt number, and deposit date when posting payments · Ability to print forms by payor, date range and ability to test a form prior to printing a batch · Post credits by line item charge Track total charges, expected mounts and cost amounts for full billing and reporting of these items · The status of the trip (e.g., billed, collections, not billed, etc.) should be automatically updated as scheduled events occur. This status should be able to be viewed easily from the main billing screen of the trip. · The system must support the ability to track multiple profit centers within a single company (e.g. BLS, ALS, Aircratt, Wheelchair, etc.) Reporting The system should allow for ad-hoc reporting with the following features: · Interface with a standard Windows reporting package (e.g., Crystal Reports) · Provide a data dictionary for database fields so that users need not know the field and tables layout to report on data elements · Allow for the cloning of standard reports for use as report templates · Allow for the capture of report scripts for automated report launching · All reports must fully comply with the mandatory requirements of HIPAA and any other applicable Texas or Federal standards (e.g.,Tex. H&S Code 773.091, et seq.) Professional Services and Purchase Agreement - Pinpoint Page 29 of 29