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HomeMy WebLinkAboutRes 02-22 Approving a Contract with Texas Medical Data SystemsTOWN OF WESTLAKE RESOLUTION NO. 02-22 A RESOLUTION OF THE BOARD OF ALDERMEN OF THE TOWN OF WESTLAKE, TEXAS, APPROVING A CONTRACT WITH TEXAS MEDICAL DATA SYSTEMS FOR EMS BILLING AND COLLECTION SERVICES. BE IT RESOLVED BY THE BOARD OF ALDERMEN OF THE TOWN OF WESTLAKE, TEXAS. SECTION 1: That the Board of Aldermen of the Town of Westlake does hereby approve a contract with Texas Medical Data Systems for EMS Billing and Collection Services, in the form attached here as Exhibit A. SECTION 2: That this Resolution shall beccmf� effective upon the date of its passage. PASSED AND APPROVED ON THIS 13TH DAY OF MAY, 2002. ATTEST: Scott Bradle , Mayor Gingetir Crosswy, Town Secretary Trent O. Petty, Towr�:-M-Wn ger APPROVED AS TO FORM: L. �tartton Lowry„ T. wn Attorney Annual Service Contract Pasie 1 ANNUAL SERVICE CONTRACT Emergency Medical Services Billing and Collection Services THIS CONTRACT is made and entered by and between TEXAS MEDICAL DATA SYSTEMS, INC., hereinafter referred to as `Contractor", and WESTLAKE FIRE / RESCUE, referred to as `Provider", to be effective as hereinafter provided. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: 1[. TERM OF CONTRACT; TERMINATION, SCOPE OF WORK. (A) The initial. term of this Contract shall be a period of twenty-four (24) months commencing upon the effective date hereof, provided however that the Provider shall have the right and. option to extend the term hereof by three (3) successive additional twelve (12) month periods by giving written notice to Contractor to so extend the term hereof. such notice to be given not more than ninety (90) nor fewer than thirty (0) days prior to the expiration of the said initial term (B) The parties further agree that either party may cancel and terminate this Contract, without cause, upon ninety (90) days written notice to the other party (C) During the initial term hereof, or any extension thereto, Contractor shall provide such labor, supervision, equipment and materials as may be necessary for emergency medical services billing and collection services for the Provider. including emergency medical services account management, rate adjudication for Medicare and Medicaid, and electronic claim filing for Medicare and Medicaid and insurance companies. Contractor acknowledges and agrees that the provision of ambulance service mai- or may not change over the term of this agreement. The rates charged may change, the service may change, and/or the service may cease to be a Provider function, The parties agree that, if the service is stopped, neither party will have any further obligation under this contract, except as to obligations arising prior to the termination of service. (D) Contractor agrees to mail notices, telephone, or otherwise contact the Patients with accounts due the Provider in order to collect those bills owed by Patients. The Provider will provide, in addition to the names and last known addresses of the Patients. all information regarding the date(s) of the alleged bill(s), the amount of such bill(s) and the date judgment was entered, if applicable. Annual Senice Contract Page 2 (E) Contractor will rely completely on the Provider to provide correct information about the Patient's bill and, specifically, about the dollar amount in question, and the Provider will immediately update and correct any information it has provided Contractor. In particular, the Provider will immediately notify Contractor of any payment or other satisfaction of judgment made directly to the Provider, or any other action affecting the amount or timing of monies owed by the Patient to the Provider. (F) Contractor shall have no liability for any amounts uncollected and in no event shall be required to bring suit for the collection of any such uncollected amount. Should the Provider and Contractor mutually agree that a suit is the proper course of action against Debtor to effect collection, Contractor would request written authorization from the Provider before proceeding. II. COMPENSATION AND PROCEDURES. Provider agrees to pay Contractor ten (10) percent of net collections per month for the services under this agreement. Contractor agrees to use due diligence and its best efforts to collect the maximum amounts due the Provider. Net collection is defined as the total monthly payments collected by Contractor, less refunds. Contractor will also assume collection activity for all EMS accounts prior to this contract. Provider will endeavor to remit EMS accounts to Contractor within thirty (30) days of service. in. ACCOUNTS AND PROPERTY OF PROVIDER. All accounts receivable, including documentation of any kind furnished by the Provider, shall and at all times remain the property of the Provider. In the event of termination of this contract for any reason or expiration thereof, account receivables and all other documentation which is generated, supplied, or prepared by or for the Provider, shall be returned wit4in fi` e (5) days to the Provider. Contractor shall receive and handle all billing collections as constructive trustee for the use and benefit of Provider. Contractor may not, under any circumstances, withhold such funds, except as specified in. Article IV (A) IV. ADDITIONAL, DUTIES OF CONTRACTOR AND TOWN. In addition to the duties provided in this Agreement, the parties shall abide by the following terms and conditions: (A) REMITTANCE OF MONIES. To comply with HCFA 1 Medicare regulations regarding the handling of payments to providers of emergency medical services, it is the intent of both parties for the Provider Annual Service Contract Pape 3) to receive Medicare payments directly into a Provider owned bank account, Therefore both parties agree to abide by the following conditions: Provider (1) Provider will deposit Medicare checks directly into a Provider owned account. Contractor (1) If Contractor receives any Medicare checks, Contractor will immediately forward such checks directly to the Provider. (2) Contractor is authorized to receive electronic or printed Medicare Explanation of Benefits for Medicare payment posting. All instructions for payment of emergency medical service fees shall indicate that payments are made to: Town of Westlake,EMS Billing 3 Village Circle, Suite 109 Westlake, Texas 76262 Contractor shall receive and handle all billing collections for the use and benefit of the Provider with that degree of duty and care as a. trustee owes to a beneficiary in the handling of funds on behalf of the beneficiary. For all accounts referred by the Provider to Contractor for billing for which the Provider is paid (in whole or in part), regardless of whether payment is accepted directly by the Provider or by Contractor on the Provider's behalf, the Provider will pay Contractor in accordance with the terms of this Contract. The Provider will immediately notify Contractor of accounts referred to Contractor for collection that have been paid or disputed by the Patients directly to the Provider whenever that payment or dispute occurs. By the fifteenth (15th) of each month, Contractor will provide detailed reporting to the Provider to identify all. accounts known to be collected during the prior month and to remit monies collected on the Provider's behalf The Provider authorizes Contractor to endorse negotiable instruments made payable to the Provider and provided to Contractor for payment of monies due and to deduct commissions due on those accounts from the amounts collected by Contractor, (B) TELEPHONE SERVICE. Contractor agrees to have in operation within five (5) days after the execution or this Agreement a toll free telephone number, which shall be without cost or expense to the caller, which will be staffed during regular business hours by an employee of Contractor who will answer any questions regarding the bills or other services provided by Contractor under this agreement. The phone number shall be published on all statements sent by Contractor in its efforts of collection and billing under this agreement. Annual Service Contract Pane 4 (C) PROVIDER TO PROVIDE RECORDS. Provider agrees that it shall provide the Emergency Medical Service reports to Contractor to allow it to fulfill its duties under this Agreement. In order to maintain the strictest of patient confidentiality and as part of Contractor's standard policy, Contractor personnel, will refrain from discussing, disseminating or disclosing in any fashion, patient information in its possession to any firm or entity, unless the following criteria. are met: I) Contractor or Provider shall have first received a signed patient's consent form authorizing and/or requesting that Contractor furnish the information, or 2) Contractor or Provider receives a subpoena or court order to furnish the information. V. TIME OF COMPLETION. Contractor agrees and covenants that all work hereunder shall be completed in a timely, diligent manner. Remittance of monthly reports shall be received by the Provider no later than the 15th of each month. These reports include but are not limited to the following: (I) "AGED ACCOUNTS RECEIVABLE" (2) "CHARGE, PAYMENT, AND ADJUSTMENT REPORT" (3) "MONTHLY TRANSACTION SUMMARY REPORT'" (4) "MONTHLY TRANSACTION DETAIL REPORT" VZ. PROTECTION AGAINST ACCIDENT TO EMPLOYEES AND THE PUBLIC. The Contractor shall at all times exercise reasonable. precautions for the safety of employees and others on or near the work and shall comply with all applicable provisions of Federal, State and Municipal safety laws. The safety precautions actually taken and the adequacy thereof shall be the sole responsibility of the Contractor. VIL RECORDS, Contractor shall keep and make available for inspection and copying by Provider, records, whether written or electronically generated and stored, which sufficiently and adequately contain all bills and collections, accounts, activity, disposition, etc., relative to this Agreement. These records shall be available for inspection upon request by Provider from the inception of the contract and for two years following termination or expiration of the agreement. Annual Service Contract Page 5 VIII. LAWS AND ORDINANCES. The Contractor shall at all times observe and comply with all Federal, State and local laws, ordinances, regulations and policies of the Provider, which in. any manner affect the Contractor or the work, including those related to debt collection, Contractor shall. indemnify and hold harmless the Provider against any claim, arising from the violation of any such laws, ordinances, and regulations whether bv_ the Contractor or its agents, subcontractors, officers, directors, owners or employees in accordance with Article XII IX, ASSIGNMENT. The Contractor agrees to retain control and to give full attention to the fulfillment of this Contract, that this Contract will not be assigned without the prior written consent of the Provider, and that no part or feature of the work will be sublet to anyone objectionable to the Provider. The Contractor further agrees that the assignment of any portion or feature of the work or materials required in the performance of this Contract shall not relieve the Contractor from its full obligations to the Provider as provided by this Contract. X. INDEPENDENT CONTRACTOR; INDEMNIFICATION, The Contractor is and shall be an Independent Contractor and shall not, with respect to its acts or omissions. be deemed an agent or employee of the Provider, The Contractor shall defend. indemniR- and hold harmless the Provider and its officers, agents and employees from and against all damages, injuries (including death), claims, property damages (including loss of use), losses, demands, suits, judgments and costs, including reasonable attorney's fees and expenses, in any way arising out of or resulting from the performance of the work or caused by the negligent act or omission of the Contractor; its officers, agents; employees. subcontractors, licensees, or invitees. XI. INSURANCE AND CERTIFICATES OF INSURANCE. Contractor shall procure and maintain for the duration of the contract insurance as it has currently in- place. XII. MISCELLANEOUS. (A) BENDING ON PARTIES. The undersigned represents and warrants that he or she is the duly authorized representative of the Contractor and is authorized to execute this Agreement that has been Annual Service Contract Pae 6 approved and accepted by the Contractor. This Agreement shall, not be considered fully executed or binding on the Provider until the same shall have been executed by Contractor, and approved and accepted by the Town of Westlake in an open meeting as required by law. This Agreement shall be binding upon the parties hereto, and their successors and assigns. (B) PARAGRAPH HEADINGS. The paragraph headings contained herein are for convenience only and are not intended to define or limit the scope of any provisions in this Agreement. (C) INTERPRET CONTRACT FAIRLY. The parties agree that should any part be in dispute, the Agreement shall not be construed more favorably for either party. (D) VENUE/GOVERNING LAW. In the event of breach of this Agreement, venue for all causes of action shall be instituted and maintained in Tarrant County, Texas. The parties agree that the laws of the State of Texas shall. apply to the interpretation, validity and enforcement of this Agreement. (E) NOTICE. Except as otherwise provided in this Agreement, all notices required or permitted shall be in writing and be deemed to be delivered when deposited in the United States mail, postage prepaid, registered or certified mail, return receipt requested, to the address provided below. Ea. ch party shall notify the other upon change of address_ PROVIDER Greg Tucker, Emer. Svcs. Coord. Town of Westlake 3 Village Circle, Suite 109 Westlake, Texas 76262 Tel_ (817) 430-8648 Fax. (817) 430-0967 CONTRACTOR Kevin Sigler, President Texas Medical Data Systems, Inc. 2741 Swantner Corpus Christi, Texas 78404 Tel. (800) 234-8637 Fax. (361) 806-5030 Annual Sen -ice Contract pate 7 (F) AFFIDAVIT OF PROHIBITED INTEREST. Contractor acknowledges and represents it is aware of the laws, Provider Charter, and Provider Code of Conduct regarding prohibited interests and that the existence of a. prohibited interest at any time will render the Contract voidable by the Provider. At the time of execution of this Agreement, a duly authorized representative of the Contractor shall execute the Affidavit of Prohibited Interest, attached and incorporated herein as Exhibit "D (G) SEVERABILITY The provisions of this agreement are severable. If any paragraph, section, subdivision, sentence, clause, or phrase of this agreement is for any reason held to be contrary to the law or contrary to any rule or regulation having the force and effect of the law, such decisions shall not affect the remaining portions of the agreement. However, upon the occurrence of such event, either party may terminate his agreement by giving the other party ninety (90) days written notice. (H) ENTIRE AGREEMENT. It is understood and agreed that the entire agreement of the parties is contained herein and that this agreement supersedes all oral agreements and negotiations between the parties relating to the subject matter hereof as well as any previous agreements presently in effect between the parties relating to the subject matter hereof (I) EFFECTIVE DATE. The effective date for this annual service contract shall be June 1, 2002. IN WITNESS WHEREOF, the parties have executed this Contract in the year and on the day set forth below, CONTRACTOR: TEXAS MEDICAL DATA SYSTEMS— INC. Date: By Kevin igler, Presid t Witness Annual Service Contract Page 8 Date: APPROVED AS TO FORM: Provider Attorney WESTLAKE FIRE / RESCUE By: Provider Authorized Designee