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HomeMy WebLinkAbout07I Ambulance Billing Contract and HIPAA Business Associate Agreement with Expert T Billing Services for 2021-2025 1 AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT (“Agreement”) is made and executed this _____day of ____________, 20 , by and between the City of Cottage Grove, 12800 Ravine Parkway, Cottage Grove, Minnesota 55016, (“City”) and Optum Holdings LLC, d/b/a Expert T Billing, 3916 North Potsdam Avenue, Sioux Falls, South Dakota 57104 (“Consultant”). WHEREAS, the City has accepted the proposal of the Consultant for certain professional Services; and WHEREAS, Consultant desires to perform the Services for the City under the terms and conditions set forth in this Agreement. NOW THEREFORE, in consideration of the mutual consideration contained herein, it is hereby agreed as follows: 1. SERVICES. a. City agrees to engage Consultant as an independent contractor for the purpose of performing ambulance billing services (“Services”) for the City. Consultant agrees to provide the following services: i. Preparation of initial and monthly statements for all accounts and mailing to responsible parties. ii. Submitting claims to all insurance companies, including, but not limited to, Medicare, Medicaid and the Department of Veteran’s Affairs. iii. Processing and assisting individuals with accounts and with third party insurance payments in order to coordinate payment to the City. iv. Issue up to three (3) billing statements on each account. v. Issue delinquent account letters on all accounts that have not had payment activity for 120 days. vi. Perform follow-up on accounts to patients, medical providers, insurance carriers, or other facilitators to ensure reasonable collection efforts have been attempted. vii. When authorized and directed by the City, refer delinquent accounts, which have failed to make payment after sending a delinquent account letter, to a designated collection agency or law firm. 2 viii. All accounts authorized and directed by the City for referral to a collection agency or law firm permitted under Minnesota Statute, Section 270A, shall be submitted to the Minnesota Department of Revenue and certified for collection per the Minnesota Revenue Recapture Act. ix. Furnish to the City, on the fifteenthday of each month, an accounting of all charges, revenue statements and applicable billing system reports handled during the previous month. x. Respond to inquires related to accounts and balances owed from individuals who have received ambulance services. xi. Forward all complaints and written comments received regarding the City to the City’s Representative. xii. Perform and maintain a computer back-up of all accounts receivable records on a billing software program at a secure off-site location. xiii. At the termination of this Agreement, return to the City all accounts receivable records and billing information created over the course of the Agreement. b. The City agrees to provide and furnish the Consultant with the following: i. Information required by the Consultant to properly bill the necessary accounts. The information shall be in the form of legible paper EMS Patient Care Reports (PCRs) or from electronic Patient Care Reports. ii. When available, hospital admission face sheets and other information, including patient signatures, which may be available and legally obtainable for individual receiving ambulance services when necessary for billing purposes. iii. Other information within the City’s possession that is necessary for collection on accounts that remain delinquent after the Consultant has providing billing services. c. Consultant covenants and agrees to provide Services to the satisfaction of the City in a timely fashion, subject to Section 7 of this Agreement. 2. PAYMENT. 3 a. City agrees to pay and Consultant agrees to receive and accept payment for Services as set forth in this Agreement at the rate of $28.00 per billable transport provided by the City. Pricing will be reviewed and potentially adjusted every 2 years, if agreed by both parties. b. Any changes in the scope of the work of the Services that may result in an increase to the compensation due the Consultant shall require prior written approval by the authorized representative of the City or by the City Council. The City will not pay additional compensation for Services that do not have prior written authorization. c. Consultant shall submit itemized bills for Services provided to City on a monthly basis. Bills submitted shall be paid in the same manner as other claims made to City. 3. TERM. The term of this Agreement shall commence on the date written in the initial paragraph of this Agreement to December 31, 2025, unless terminated prior to that date pursuant to Section 4. This Agreement may be extended upon the written mutual consent of the parties for such additional period as they deem appropriate, and upon the same terms and conditions as herein stated. 4. TERMINATION. a. Termination by Either Party. This Agreement may be terminated by either party upon 30 days’ written notice delivered to the other party to the addresses listed in Section 13 of this Agreement. Upon termination under this provision, if there is no default by the Consultant, Consultant shall be paid for Services rendered and reimbursable expenses until the effective date of termination. b. Termination Due to Default. This Agreement may be terminated by either party upon written notice in the event of substantial failure by the other party to perform in accordance with the terms of this Agreement. The non-performing party shall have fifteen (15) calendar days from the date of the termination notice to cure or to submit a plan for cure that is acceptable to the other party. 5. SUBCONTRACTORS. Consultant shall not enter into subcontracts for any of the Services provided for in this Agreement without the express written consent of the City. The Consultant shall pay any subcontractor involved in the performance of this Agreement within the ten (10) days of the Consultant’s receipt of payment by the City for undisputed services provided by the subcontractor. 6. STANDARD OF CARE. In performing its Services, Consultant will use that degree of care and skill ordinarily exercised, under similar circumstances, by reputable members of its profession in the same locality at the time the Services are provided. No warranty, express or implied, is made or intended by Consultant’s undertaking herein or its performance of Services. 4 7. DELAY IN PERFORMANCE. Neither City nor Consultant shall be considered in default of this Agreement for delays in performance caused by circumstances beyond the reasonable control of the nonperforming party. For purposes of this Agreement, such circumstances include, but are not limited to, abnormal weather conditions; floods; earthquakes; fire; epidemics; war, riots, and other civil disturbances; strikes, lockouts, work slowdowns, and other labor disturbances; sabotage; judicial restraint; and inability to procure permits, licenses or authorizations from any local, state, or federal agency for any of the supplies, materials, accesses, or services required to be provided by either City or Consultant under this Agreement. If such circumstances occur, the nonperforming party shall, within a reasonable time of being prevented from performing, give written notice to the other party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement. Consultant will be entitled to payment for its reasonable additional charges, if any, due to the delay. 8. CITY’S REPRESENTATIVE. The City has designated Jennifer Levitt to act as the City’s representative with respect to the Services to be performed under this Agreement. She shall have complete authority to transmit instructions, receive information, interpret, and define the City’s policy and decisions with respect to the Services covered by this Agreement. 9. PROJECT MANAGER AND STAFFING. The Consultant has designated Brian Brosdahl to be the primary contact for the City in the performance of the Services. He shall be assisted by other staff members as necessary to facilitate the completion of the Services in accordance with the terms established herein. Consultant may not remove or replace these designated staff without the approval of the City. 10. INDEMNIFICATION. a. Consultant and City each agree to indemnify, and hold harmless each other, its agents and employees, from and against legal liability for all claims, losses, damages, and expenses to the extent such claims, losses, damages, or expenses are caused by its negligent acts, errors, or omissions. In the event claims, losses, damages, or expenses are caused by the joint or concurrent negligence of Consultant and City, they shall be borne by each party in proportion to its own negligence. b. Consultant shall indemnify City against legal liability for damages arising out of claims by Consultant’s employees. City shall indemnify Consultant against legal liability for damages arising out of claims by City’s employees. 11. INSURANCE. During the performance of the Services under this Agreement, Consultant shall maintain the following insurance: a. General Liability Insurance, with a limit of $2,000,000 for any number of claims arising out of a single occurrence; 5 b. Professional Liability Insurance, with a limit of $2,000,000 for any number of claims arising out of a single occurrence. Consultant shall furnish the City with certificates of insurance, which shall include a provision that such insurance shall not be canceled without written notice to the City. The City shall be named as an additional insured on the General Liability Insurance policy. 12. OWNERSHIP OF DOCUMENTS. Professional documents, drawings, and specifications prepared by the Consultant as part of the Services shall become the property of the City when Consultant has been compensated for all Services rendered, provided, however, that Consultant shall have the unrestricted right to their use. Consultant shall retain its rights in its standard drawing details, specifications, databases, computer software, and other proprietary property. Rights to proprietary intellectual property developed, utilized, or modified in the performance of the Services shall remain the property of the Consultant. 13. NOTICES. Notices shall be communicated to the following addresses: If to City: City of Cottage Grove 12800 Ravine Parkway Cottage Grove, MN 55016 Attention: City Administrator Or e-mailed: jlevitt@cottagegrovemn.gov If to Consultant: Expert T Billing Attention: Brian Brosdahl 321 3rd Street, Suite 101 Farmington, MN 55024 Or emailed: brian@experttbilling.com 14. INDEPENDENT CONTRACTOR STATUS. All services provided by Consultant, its officers, agents and employees pursuant to this Agreement shall be provided as employees of Consultant or as independent contractors of Consultant and not as employees of the City for any purpose. 15. PROTECTED HEALTH INFORMATION. Consultant agrees to appropriately safeguard any protected health information, as defined under the Health Insurance Portability and Accountability Act (“HIPAA”), either created, received, or maintained as a result of performing the Services under this Agreement. Consultant shall enter into a HIPAA Business Associate Agreement with the City clarifying and limiting, as appropriate, the permissible uses and disclosure of protected health information and be incorporated herein as an addendum to this Agreement. 16. GENERAL PROVISIONS. 6 a. Assignment. This Agreement is not assignable without the mutual written agreement of the parties. b. Waiver. A waiver by either City or Consultant of any breach of this Agreement shall be in writing. Such a waiver shall not affect the waiving party’s rights with respect to any other or further breach. c. Governing Law. This Agreement shall be construed in accordance with the laws of the State of Minnesota and any action must be venued in Washington County District Court. d. Severability. If any term of this Agreement is found be void or invalid, such invalidity shall not affect the remaining terms of this Agreement, which shall continue in full force and effect. e. Data Practices Compliance. All data collected by the City pursuant to this Agreement shall be subject to the Minnesota Government Data Practices Act, Minnesota Statutes, Chapter 13. f. Entire Agreement. This Agreement constitutes the entire agreement of the parties and supersedes all prior communications, understandings and agreements relating to the subject matter hereof, whether oral or written. CITY OF COTTAGE GROVE By: Myron Bailey, Mayor By: Joseph Fischbach, City Clerk Date: OPTUM HOLDINGS, LLC d/b/a EXPERT T BILLING By: Brian Brosdahl, President 7 Date: