HomeMy WebLinkAboutSystems Design West, LLC 2019-12-18PROFESSIONAL SERVICES AGREEMENT
This Professional Services Agreement ("AGREEMENT") is made and entered into this 18th day of December,
2019 by and between, City of Ukiah ("City") 300 Seminary Avenue, Ukiah, CA 95482 and Systems Design
West, LLC a Delaware limited liability company having their principal place of business located at 19265
Powder Hill Place NE Poulsbo, Washington 98370 hereinafter referred to as the ("Consultant") Collectively
the City and the Consultant shall be known as the "PARTIES".
RECITALS:
(a) WHEREAS, the City and the Consultant desire to enter into a "Professional Services
Agreement",
(b) NOW, THEREFORE, in consideration for the mutual obligations contained herein the City
and the Consultant, each intending to be legally bound by this agreement, hereby mutually covenant and
agree as follows:
1. SCOPE OF SERVICES. The Consultant shall provide to the City specific services related to the billing and
payment processing of EMS patient transport services that are provided to the general public by the City. The
following Scope of Services shall be incorporated into this contract as general services performed by the City
and the Consultant under this agreement.
1.1 The City, with assistance from Consultant, shall apply for Provider Status or updated Status with
Medicare, Medicaid, and all public and private insurances which will be billed as a part of this Scope of
Services. The City shall assist the Consultant to obtain the necessary certifications, numbers and
documentation needed for Consultant to provide the services identified in sections 1.2 and 1.3 below. The
City agrees to furnish and assist the Consultant with the following:
(a) The City agrees to provide a complete and legible "PCR" (Patient Care Report) to the Consultant
including patient name, address and pertinent billing and insurance information from the field, including a
copy of the patient signature for authorization of benefits and responsibility for payment, authorizing billing
of Medicare, Medicaid and any insurance the patient is a subscriber to. The original patient signature must
be maintained by the City and made available to the Consultant and/or insurance payers upon request. The
amounts to be billed will be determined by the City in the form of a resolution or ordinance to be
incorporated into this agreement as an attachment exhibit.
(b) The City agrees to furnish the Consultant with hospital ER forms (face/admit sheets) with
demographic and insurance information attached to the PCR if requested by Consultant. Copies of any
payments made directly to the City will be forwarded to the Consultant for accounting purposes in a timely
manner. The City agrees to generate any refund checks due to overpayments identified by the Consultant
directly to the payer to which the refund is due, based on detailed information provided by the Consultant.
The City shall provide additional information as may be required by insurance companies or other agencies
in order to facilitate the Consultant's obligations to the City.
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(c) The City agrees to furnish to the Consultant to be made part of this agreement as an attachment:
resolutions pertaining to this Scope of Services; specific write off policies; collections procedures; rates and
fees to be charged by the City and administered by Consultant as part of the Scope of Services performed
under this agreement.
1.2 Upon receipt of the PCRs and Batch Log from the City, the Consultant shall: set up a patient account
in Consultant's proprietary software application and create a patient record; perform all billing operations
including follow up statements and any necessary rebilling of EMS patient transport services provided by the
City to the subscriber's medical insurances, Medicare, Medicaid and any and all known secondary insurance
providers; produce and forward CMS 1500 forms and/or electronic medical claims per payer's rules and
regulations within the legal boundaries of all federal and state laws; produce and mail an initial invoice and
subsequent statements to all private patient accounts on behalf of the City; file any applicable appeals to
insurance payers and/or Medicare and Medicaid on behalf of the patient if necessary to pursue the claim.
1.3 The Consultant shall: receive at its facilities all payments (except those directly deposited into the
City's account by insurances and Medicare/Medicaid via EFT) Explanations of Benefits and Electronic
Remittance Advices; account for all payments; deposit all funds directly into the City's "deposit only" account;
forward deposit information to the City within 24 hours of such deposit; initiate and forward refund
information and adjustments made on behalf of the patient's account to the City. The Consultant shall
provide to the City a minimum of four (4) standard reports each month including: a) Aged Accounts
Receivable b) Month End Summary c) Annual Collection Statistics d) Transaction Journal. These reports will
include information related to amounts billed, amounts collected and uncollected, insurance and
Medicare/Medicaid allowable and disallowable.
1.4 The Consultant shall provide live customer service to City's patients via toll free phone numbers to
answer patient billing questions Monday through Friday from 8:OOam through 6:00 pm, Pacific Standard Time
(except Federal holidays).
1.5 The Consultant shall provide all labor, materials and equipment necessary to perform the work
specified in the above scope of services.
2. FEES, EXPENSES, & PAYMENT. For and in consideration of the services provided by the Consultant
identified above, the City shall pay to the Consultant an amount not to exceed $35.00 per transport for total
volume of 1-50 transports per month OR $27.00 per transport for total volume of 51-100 transports per
month, OR $25.00 per transport for total transport volume greater than 100 transports per month. In
addition, the City will pay actual postage for patient invoices and statements per the Scope of Services
performed under this agreement. A setup fee of $500.00 will be charged if no billable transports are sent to
the Consultant within 12 months of the completion of onboarding. The City shall remit payment for services
rendered under this agreement to the Consultant within 30 days from receipt of Consultant's monthly invoice
to the City.
3. PAYMENT OF TAXES. The Consultant shall be liable for any and all federal, state, and local sales, excise
taxes and assessments as a result of the payment for services rendered under this agreement.
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4. TERM OF AGREEMENT. The Consultant shall commence the work called for in this agreement on the date
of the agreement and perform such work uninterrupted and automatically renew upon the anniversary date
unless the agreement is terminated by either party. This agreement may be amended from time to time by
the parties upon mutual agreement of terms and conditions with the acknowledgement of an amendment
to the Professional Services Agreement to be signed by both parties of the agreement.
5. SCHEDULE OF ATTACHMENT EXHIBITS. The following attachments are acknowledged by the parties and
made part of this Agreement.
# 1:
# 2:
# 3:
# 4:
Rates to be charged per transport [to be provided by the City]
EMS Policies to be administered [to be provided by the City]
Systems Design Liability Insurance policies
Business Associate Agreement
6. INDEPENDENT CONSULTANT STATUS. The Consultant performs this Agreement as an independent
Consultant, not as an employee of City. Nothing herein contained shall be deemed or construed by the
parties hereto, nor by any third party, as creating the relationship of principal and agent or of partnership or
of joint venture between the parties hereto, it being understood and agreed that neither method of
computation of payment nor any other provision contained herein nor any acts of the parties hereto, shall
be deemed to create any relationship between the parties hereto other than the relationship of City and an
independent Consultant.
7. TERMINATION. Either party may terminate this agreement with a minimum of 30 days' notice to the other
party. The Consultant shall upon termination by either party provide 60 days of follow up service to the
outstanding patient accounts including posting payments, making deposits, and two (2) months of follow up
reports to the City. Consultant shall deliver and document the return of all documentation in Consultants
possession per the required record retention policies.
8. INSURANCE. Without limiting Consultant's obligations arising under Paragraph 6.2 Consultant shall not
begin work under this Agreement until it procures and maintains for the full period of time allowed by law,
surviving the termination of this Agreement insurance against claims for injuries to persons or damages to
property, which may arise from or in connection with its performance under this Agreement.
A. Minimum Scope of Insurance
Coverage shall be at least as broad as:
1) Insurance Services Office ("ISO) Commercial General Liability Coverage Form No. CG
20 1010 01 and Commercial General Liability Coverage — Completed Operations Form
No. CG 20 37 10 01.
2) ISO Form No. CA 0001 (Ed. 1/87) covering Automobile Liability, Code 1 "any auto" or
Code 8, 9 if no owned autos and endorsement CA 0025.
3) Worker's Compensation Insurance as required by the Labor Code of the State of
California and Employers Liability Insurance.
4) Errors and Omissions liability insurance appropriate to the consultant's profession.
Architects' and engineers' coverage is to be endorsed to include contractual liability.
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B. Minimum Limits of Insurance
Consultant shall maintain limits no less than:
1) General Liability: $1,000,000 combined single limit per occurrence for bodily injury,
personal injury and property damage including operations, products and completed
operations. If Commercial General Liability Insurance or other form with a general
aggregate limit is used, the general aggregate limit shall apply separately to the work
performed under this Agreement, or the aggregate limit shall be twice the prescribed
per occurrence limit.
2) Automobile Liability: $1,000,000 combined single limit per accident for bodily injury
and property damage.
3) Worker's Compensation and Employers Liability: Worker's compensation limits as
required by the Labor Code of the State of California and Employers Liability limits of
$1,000,000 per accident.
4) Errors and Omissions liability: $1,000,000 per occurrence.
C. Deductibles and Self -Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by the City. At
the option of the City, either the insurer shall reduce or eliminate such deductibles or self-
insured retentions as respects to the City, its officers, officials, employees and volunteers; or
the Consultant shall procure a bond guaranteeing payment of losses and related
investigations, claim administration and defense expenses.
D. Other Insurance Provisions
The policies are to contain, or be endorsed to contain, the following provisions:
1) General Liability and Automobile Liability Coverages
a. The City, it officers, officials, employees and volunteers are to be covered as
additional insureds as respects; liability arising out of activities performed by
or on behalf of the Consultant, products and completed operations of the
Consultant, premises owned, occupied or used by the Consultant, or
automobiles owned, hired or borrowed by the Consultant for the full period of
time allowed by law, surviving the termination of this Agreement. The
coverage shall contain no special limitations on the scope -of -protection
afforded to the City, its officers, officials, employees or volunteers.
b. The Consultant's insurance coverage shall be primary insurance as respects to
the City, its officers, officials, employees and volunteers. Any insurance or self-
insurance maintained by the City, its officers, officials, employees or volunteers
shall be in excess of the Consultant's insurance and shall not contribute with it.
c. Any failure to comply with reporting provisions of the policies shall not affect
coverage provided to the City, its officers, officials, employees or volunteers.
d. The Consultant's insurance shall apply separately to each insured against whom
claim is made or suit is brought, except with respect to the limits of the insurer's
liability.
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2) Worker's Compensation and Employers Liability Coverage
The insurer shall agree to waive all rights of subrogation against the City, its officers,
officials, employees and volunteers for losses arising from Consultant's performance
of the work, pursuant to this Agreement.
3) Professional Liability Coverage
If written on a claims -made basis, the retroactivity date shall be the effective date of
this Agreement. The policy period shall extend from one year from date of final
approved invoice.
4) All Coverages
Each Insurance policy required by this clause shall be endorsed to state that coverage
shall not be suspended, voided, canceled by either party, reduced in coverage or in
limits except after thirty (30) days prior written notice by certified mail, return receipt
requested, has been given to the City.
9. END USER SOFTWARE LICENSE & CONFIDENTIAL INFORMATION. The term "CONFIDENTIAL INFORMATION
AND SOFTWARE" shall mean: (i) any and all Information and proprietary software which is disclosed or
provided by either party ("OWNER OF THE INFORMATION") to the other ("RECIPIENT") verbally,
electronically, visually, or in a written or other tangible form which is either identified or should be reasonably
understood to be confidential or proprietary; and (ii) Confidential Information may include, but not be limited
to, trade secrets, computer programs, software, documentation, formulas, data, inventions, techniques,
marketing plans, strategies, forecasts, client lists, employee information, and financial information,
confidential information concerning City and Consultant's business or organization, as the parties have
conducted it or as they may conduct it in the future. In addition, Confidential Information may include
information concerning any of past, current, or possible future products or methods, including information
about research, development, engineering, purchasing, manufacturing, accounting, marketing, selling,
leasing, and/or software (including third party software).
9.1 TREATMENT OF CONFIDENTIAL INFORMATION. City's Confidential Information shall be treated as strictly
confidential by Recipient and shall not be disclosed by Recipient to any third party except to those third
parties operating under non -disclosure provisions no less restrictive than in this Section and who have a
justified business "need to know". City shall protect the deliverables resulting from Services with the same
degree of care. This agreement imposes no obligation upon the Parties with respect to Confidential
Information which either party can establish by legally sufficient evidence: (a) was in the possession of, or
was rightfully known by the Recipient without an obligation to maintain its confidentiality prior to receipt
from City; (b) is or becomes generally known to the public without violation of this Agreement; (c) is obtained
by Recipient in good faith from a third party having the right to disclose it without an obligation of
confidentiality; (d) is independently developed by Recipient without the participation of individuals who have
had access to the Confidential Information; or (e) is required to be disclosed by court order or applicable law,
provided notice is promptly given to the City and provided further that diligent efforts are undertaken to
limit disclosure.
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9.2 CONFIDENTIALITY AND DISCLOSURE OF PATIENT INFORMATION. Use and Disclosure of Protected Health
Information. The parties hereto agree that in order for the Consultant to perform its duties as expected by
the City, it will be necessary for the Consultant to use and disclose Protected Health Information ("PHI"), as
such term is defined at 45 CFR §164.501. The parties of this agreement further acknowledge and make part
of this agreement as an attachment to this agreement a "Business Associate Agreement" to be maintained
and updated whenever applicable by either party of this agreement.
9.3 PERMITTED AND REQUIRED USES AND DISCLOSURE OF PHI. The Parties hereto agree that the Consultant
may use and disclose PHI in order to carry out any Payment function covered under the definition of
"Payment" contained in 45 CFR §164.501. The Parties hereto further agree that the Consultant may use or
disclose PHI for any use or disclosure that is required by law.
10. INDEMNITY. Each Party ("INDEMNIFYING PARTY") shall indemnify and hold the other Party
("INDEMNIFIED PARTY") harmless against any third party claim, including costs and reasonable attorney's
fees, in which the Indemnified Party is named as a result of the negligent or intentional acts or failure to act
by the Indemnifying Party, its employees or agents, while performing its obligations hereunder, which result
in death, personal injury, or tangible property damage. This indemnification obligation is contingent upon
the Indemnified Party providing the Indemnifying Party with prompt written notice of such claim,
information, all reasonable assistance in the defense of such action, and sole authority to defend or settle
such claim.
10.1 Notwithstanding any other provision of this agreement, no party shall be liable for (a) any special,
indirect, incidental, punitive, or consequential damages, including loss of profits or business arising from or
related to the services or other deliverables hereunder or a breach of this agreement, even if such party has
been advised of the possibility of such damages; or (b) any damages (regardless of their nature) for any delay
or failure by a party to perform its obligations under this agreement due to any cause beyond the such party's
reasonable control.
10.2 Notwithstanding any other provision of this agreement, the Consultant's liabilities under this agreement
under any theory of liability, whether based in contract law, tort law, negligence (active or passive), product
liability, indemnification or otherwise shall be limited to the direct damages recoverable by the City under
law not to exceed one times the aggregate amount of fees paid by the City to Consultant for the services or
other deliverables that gave rise to the claim or that are otherwise the subject of such claim in the one (1)
year period preceding the event giving rise to the claim.
11. SURVIVABILITY. The terms of Section 8 and 9 shall survive termination of this Agreement. If the Parties
have executed a separate agreement that contains confidentiality terms prior to or contemporaneously with
this Agreement, those separate confidentiality terms shall remain in full force to the extent they do not
conflict. The "Business Associate Agreement" has terms incorporated to establish the continuance of
covenants for the parties to disclose PHI for the continued operations of "Payment".
12. WARRANTIES AND REPRESENTATIONS. Each party warrants that it has the right and power to enter into
this Agreement and an authorized representative has executed this Agreement. Consultant warrants that the
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Services will be performed in a professional and workmanlike manner in accordance with recognized industry
standards. To the extent Services provided by Consultant are advisory; no specific result is assured or
guaranteed. Consultant EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS OR WARRANTIES, WHETHER
EXPRESSED OR IMPLIED.
13. NOTICE. Any notice, demand, request, consent, approval, or other communication that either party
desires or is required to give to the other party related to any of the content of this agreement shall be
presented in writing and served personally or sent by prepaid, first class mail to the addresses set forth below.
Either party may change its address by notifying the other party of its change of address in writing.
City:
City of Ukiah
300 Seminary Avenue
Ukiah, CA 95842
Consultant: Systems Design West, LLC
19265 Powder Hill PI NE
Poulsbo, WA 98370
14. NONWAIVER. No modification to this Agreement nor any failure or delay in enforcing any term,
exercising any option, or requiring performance shall be binding or construed as a waiver unless agreed to in
writing by both parties. No delay or omission of the right to exercise any power by either party shall impair
any such right or power, or be construed as a waiver of any default or as acquiescence therein. One or more
waivers of any covenant, term or condition of this Agreement by either party shall not be construed by the
other party as a waiver of a subsequent breach of the same covenant, term or condition.
15. APPLICABLE LAW. The laws of the State of Washington shall govern the construction, validity,
performance and enforcement of this Agreement. Venue as to any action, claim, or proceeding arising out
of, or based upon this Agreement, including, but not limited to, any action for declaratory or injunctive relief,
shall be the appropriate court in the State of Washington.
16. CONFLICT OF INTEREST. The Consultant covenants, warrants and represents that the Consultant or any
employees of Consultant has no interest and shall not acquire any interest, direct or indirect, which would
conflict in any manner with the subject matter or the performance of this Agreement. The Consultant further
covenants, warrants and represents that in the performance of this Agreement, no person having any such
interest shall be employed by the Consultant in the future.
17. ENTIRE AGREEMENT. This Agreement and any schedules, appendices, attachments and exhibits attached
hereto sets forth all of the covenants, promises, agreements, conditions and understandings between the
parties hereto, and there are no covenants, promises, agreements, conditions or understandings, either oral
or written, between them other than as herein set forth. Except as herein otherwise expressly provided, no
contemporaneous or subsequent agreement, understanding, alteration, amendment, change or addition to
this Agreement, or any schedule, appendix, exhibit or attachment thereto shall be binding upon the parties
of this Agreement hereto unless reduced to writing and signed by both parties. This Agreement constitutes
a final, complete and exclusive statement of the agreement between the parties.
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The Parties hereby agree to all of the above terms, conditions, covenants and have executed this Agreement
by a duly authorized representative.
INTENTIONALLY BLANK, SIGNATURES NEXT PAGE
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Dated this
IL -
day of D -e: c w, b -t: , 2019
City of Ukiah
By:
Print: �J
Title:
Dated this 18th day of December, 2019
Systems Design West, LLC
"Consultant"
By:
Print: Jennifer Braus
Title: CEO
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