Emergicon, LLC-Ambulance Debt Collections Services-CN 2021-07-13Ambulance Debt Collections
E EMERGICONRFP #182
emergency medical billing
City of Coppell, Texas
AGREEMENT FOR SPECIALIZED PROFESSIONAL AMBULANCE BILLING SERVICES
This Agreement is entered into this day of , 2021,
by and between Emergicon, LLC, a Texas limited liability corporation and The City of Coppell,
a Texas municipality, ("Client").
RECITALS
WHEREAS, Client provides emergency and/or non -emergency ambulance services for which it is
eligible for payment or reimbursement by patients, insurance carriers, governmental agencies, employers
and others;
WHEREAS, Emergicon is engaged in the business of providing third -party billing and accounts
receivable management specialized professional services for ambulance and emergency medical service
organizations;
WHEREAS, Client desires to utilize Emergicon for billing and claims management services for its
organization; and
WHEREAS, Emergicon is willing to provide such specialized professional services upon the terms and
conditions provided in this Agreement;
THEREFORE, in consideration of the mutual promises contained in this Agreement, and other
good and valuable consideration, the sufficiency of which is acknowledged, the parties, intending to be
legally bound, agree as follows:
1. Appointment. Client hereby engages Emergicon to perform the Specialized Professional
Services set described in Paragraph 2 of this Agreement and Emergicon accepts such appointment and
agrees to provide Specialized Professional Services in accordance with the terms of this Agreement. Client
agrees that this appointment is exclusive and that Client will not enter into any contract, agreement,
arrangement or understanding with any other person or entity, the purpose of which is to provide for the
same or substantially similar specialized professional services during the term of the Agreement, nor will
Client bill for any transport without first giving notice to Emergicon of its intent to do so. For purposes of
the appointment, the recitals set forth above are incorporated by reference and made a part of this Agreement
as if set forth in their entirety.
2. Specialized Professional Services. Emergicon agrees to perform the following duties
(collectively referred to as the "Services") on behalf of Client:
a. Provide Client with instructions for the submission of Required Documentation to
Emergicon. For purposes of this Agreement, "Required Documentation" shall consist of prehospital patient
care reports (PCRs) (also referred to as "trip sheets" or "run reports"), medical necessity certification
statements (PCSs or CMNs) (required for non -emergency transports), patient authorization signatures
(sometimes referred to as "assignment of benefits forms" or "signature forms"), Advance Beneficiary
Notices of Non -coverage (ABNs) and other documentation necessary for Emergicon to perform the
Specialized Professional Services under this Agreement. All Required Documentation must be signed in
accordance with applicable laws, regulations and payer guidelines.
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b. Review the Required Documentation, based on the information supplied by Client,
for completeness and eligibility for submission to request reimbursement and to verify compliance under
applicable laws, regulations or payer rules, based upon Emergicon's understanding of said laws, regulations
or payer rules applicable to the date the ambulance services were rendered. If any Required Documentation
is missing, Emergicon will request necessary documentation from Client.
C. Promptly prepare and submit claims deemed complete and eligible for
reimbursement by Emergicon in conformance with this Agreement for electronic or paper submission to
the appropriate party or payer based on the information supplied by Client. In the event that Emergicon
deems the Required Documentation to be incomplete or inconsistent, Emergicon will notify Client that
additional information may be required to process the claim, and Emergicon will return any or all of the
Required Documentation to Client that Emergicon determines may be incomplete or inaccurate and will
not be responsible to submit any claims with insufficient documentation. Emergicon will make a decision
regarding the appropriate coding and payer for submission of the claim based on the information supplied
by Client. Client understands and acknowledges that not all accounts will satisfy the eligibility requirements
of all payers, and that it might not be possible to obtain reimbursement in all cases. Emergicon makes no
representation or warranty that all claims are payable or will be paid, and Client agrees to abide by
Emergicon's decisions with regard to proper coding and payer based on the information provided to
Emergicon by Client.
d. Promptly post payments made on Client's behalf by patients, insurers and others.
e. Unless otherwise directed by Client, make reasonable efforts for the collection of
co -payments, deductibles or other patient balances, to include the preparation of invoices and a maximum
of three contact attempts to patients, supplemental insurers or other financially responsible parties at
industry -appropriate intervals
f. Perform follow-up for a commercially reasonable period of time following the
initial billing date on all open accounts. After this follow-up period, Emergicon will either return the
accounts to Client or forward the accounts to a collection agency of Client's choosing. Client and/or its
designated collection agency shall bear all costs and liabilities of collections activities and collection agency
charges.
g. Provide monthly reports to Client, which include, at a minimum, cash received,
accounts receivable and balance summary. Emergicon shall furnish those reports to Client.
h. Notify Client of any overpayments and/or credit balances of which Emergicon
becomes aware that must be refunded by Client. Client bears sole responsibility for the refund of any
overpayments or credit balances to Medicare, Medicaid, patients, or other payers or insurers, and agrees to
make such refunds when and within the time frames required by law. Emergicon may, at its option, assist
Client in processing such refunds, but all refunds are to be made solely with Client's funds, and Emergicon
has no responsibility to make such refunds unless and until Client transfers such funds to Emergicon for
this purpose. Emergicon shall not advance funds on behalf of Client for this purpose. Client acknowledges
that federal law requires that any overpayments made by Medicare or any other federal health care program
be refunded within 60 days of the identification of any such overpayments.
If Client desires that its patients be able to pay their accounts utilizing credit cards,
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establish a credit card merchant account and related capabilities to permit Client's patients to pay via any
major credit card. Emergicon shall in its sole discretion determine which credit cards it will accept. Any
credit card processing fee shall be the responsibility of Client, unless offset by a fee to the patient.
j. Assist Client in preparing, filing and updating the information on its Medicare,
Medicaid or other insurer provider enrollment forms, as well as responding to required revalidation of
Client's provider enrollment status. Client bears the sole responsibility to ensure that its Medicare, Medicaid
or other insurer provider enrollment forms are submitted and updated in accordance with federal and state
law, regulations and policies, and that they do so in a timely manner. If Client's status as a Medicare or
Medicaid provider has lapsed prior to the effective date of this Agreement, Emergicon shall re -enroll Client
for an additional fee as described in paragraph 10(e).
3. Specifically Excluded Duties of Emergicon. Notwithstanding any provisions of this
Agreement to the contrary, Emergicon shall not be responsible to:
a. Initiate or pursue litigation for the collection of past due accounts.
b. Invoice for Client's non -ambulance medical transportation services, including but
not limited to mobile integrated health programs, paratransit services, wheelchair van, invalid coach
services, litter vans and stretcher cars, unless specific arrangements are made otherwise.
C. Negotiate any checks made payable to Client, though Emergicon may receive
funds as an agent of Client for transmittal to Client where permitted by Client;
d. Accept reassignment of any benefits payable to Client;
e. Provide legal advice or legal services to Client, any of Client's patients or payers,
or anyone acting on Client's behalf;
f. Obtain any prior authorizations on behalf of Client, or obtain a Physician
Certification Statement or other Certificate of Medical Necessity on behalf of Client.
4. Responsibilities of Client. Client agrees to do the following, at its sole cost and expense:
a. Provide Emergicon with all Required Documentation, as set forth in Paragraph
2(a), above, as well as the following data: Patient Name, Address, and contact phone number, Date of Birth,
Date of Service, Patient Medical Condition, basis for ALS dispatch, Reason for Transport, Services
Rendered (including assessments, interventions and other care), Origin and Destination with accompanying
Zip Code, Transport Destination with accompanying Zip Code, Odometer Reading/Loaded Mileage (to the
nearest tenth of a mile), and all relevant insurer or payer information, including identity of payer, group or
plan numbers, patient's Insurance/Medicare/Medicaid Number, and all other relevant information and
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RFP #182
City of Coppell, Texas
ensure that this data and the information contained on the Required Documentation is complete and accurate.
Emergicon reserves the right to modify any Required Documentation or data at any time in accordance with
new or revised payer requirements and will provide a copy of any such revisions to Client in writing. Client
acknowledges that Emergicon must rely upon the accuracy and completeness of the forms, signatures and
other documentation provided to it by Client to allow Emergicon to perform the Specialized Professional
Services specified in this Agreement. Emergicon is not able to verify the accuracy or completeness of the
Required Documentation provided by Client. By forwarding any such documentation to Emergicon, Client
expressly represents and warrants that any such documentation is complete and accurate, and that
Emergicon may rely upon the completeness and accuracy of any such documentation in performing its
Services under this Agreement. Client bears sole responsibility for the claim submissions made by
Emergicon on its behalf based upon the aforementioned documentation submitted to Emergicon by Client,
and, notwithstanding any other term or provision of this Agreement, Client will, to the extent allowed by
law, reimburse Emergicon, for any losses arising from billing or claim submission decisions made by
Emergicon based on documentation submitted to Emergicon by Client if such documentation is later
determined to be incomplete or inaccurate.
b. Maintain its qualifications to provide ambulance services, including any required
local, state and/or federal licenses, permits, certificates or enrollments (collectively, "Licenses"), and to
remain in good standing with Medicare, Medicaid and all other state and federal health care programs.
Client shall provide copies of all current Licenses, including renewals, to Emergicon. Client shall be
responsible to maintain a National Provider Identifier (NPI) number and to update the information
associated with its NPI. Client expressly represents and warrants that it will not forward accounts for
processing by Emergicon if the account is ineligible for payment or reimbursement, or if Client is ineligible
for payment by any payers or insurers as a result of its licensure status, exclusion or other sanction with
such payer or insurer, or other legal impediment, and that it will promptly notify Emergicon of any
suspension or revocation of any required license, permit, certification or enrollment, or exclusion from any
state or federal health care program or any change in ownership or management of Client. Failure of Client
to give the notice required by this section may result in Client having to refund paid claims; Client agrees
and understands that any such refund will be the sole responsibility of Client and that any fee due from
Client to Emergicon for the billing of such claims will remain due and payable to Emergicon regardless of
Client's repayment obligation.
C. Provide Emergicon with a copy of all required Licenses, permits, certificates and
enrollments as referenced in Paragraph 4(b), and forward updates of these documents to Emergicon as they
are renewed.
d. Provide Emergicon with odometer readings or other documentation of mileage
accepted by the payer on all calls reflecting loaded mileage (from the point of patient pickup to the
destination) recorded in tenths of a mile as required by Medicare guidelines.
e. In accordance with appropriate payer guidelines, obtain the signature of the patient
or other authorized representative of the patient or otherwise meet the ambulance signature requirements
set forth at 42 C.F.R. § 424.36 on each call and forward to Emergicon as part of the Required
Documentation.
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Ambulance Debt Collections
RFP #182
City of Coppell, Texas
f. In the event that Client operates a subscription, membership, or resident write-off
program, client represents and warrants that its program is actuarially sound in accordance with the
guidance of the Office of Inspector General (OIG) and operated in accordance with any applicable state
laws, regulations or guidelines. Emergicon will bill in accordance with the terms of such program, provided
that Client furnishes those terms to Emergicon in writing. Client is responsible to inform Emergicon of its
patients who are members or subscribers of Client's membership or subscription program. Notwithstanding
any other provision of this Agreement, Client agrees to reimburse Emergicon, to the extent allowed by law,
for any losses arising from Client's membership or subscription program in the event that Client's
subscription or membership program is not actuarially sound as set forth in applicable OIG guidance or is
not permissible under State law, regulation or policy.
g. If Client is a party to any ALS -BLS "joint billing" or "bundle billing" agreement,
Client shall be responsible to provide Emergicon with a copy of such agreement. Client also agrees to
submit a PCR from the other party to the joint billing agreement along with the Required Documentation.
h. Obtain a completed and valid PCS or CMN form on all trips where required by
law and provide copies of all PCS or CMN forms to Emergicon as part of the Required Documentation.
i. Provide Emergicon with a copy of all Client rate schedules, contracts or
agreements which pertain to Client's billing or charges for services.
j. Notify Emergicon of any or all changes in billing charges for service or changes
in any of Client's billing policies or contracts not later than ten (10) days after the Client approval date of
said changes.
k. Report all payments made directly to Client within twenty-four (24) hours of
Client's receipt of same, excluding Saturday, Sunday, and official government holidays.
1. Cooperate reasonably with Emergicon so as to enable Emergicon to meet its
obligations under this Agreement. In the event that Client's approval is required in order for Emergicon to
fulfill any obligations it may have under this Agreement, Client shall not unreasonably withhold, condition
or delay its approval.
M. In writing, notify Emergicon of any customized needs (reporting, scheduling,
support for Texas Ambulance Supplemental Payment Program (TASPP), etc.). Client understands that the
processing of customized needs may entail additional charges to Client by Emergicon.
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n. Designate a contact person or position, or official designee, authorized to represent
the business interests on behalf of Client, who can promptly respond to any questions raised by Emergicon,
or who can execute required forms and other documents necessary to the provision of Services by
Emergicon under this Agreement.
o. Agree to permit Emergicon to provide training to Client personnel in the event that
Emergicon deems such training to be necessary and/or desirable at a cost to be mutually agreed upon by
the parties and paid by Client.
P. Provide electronic transfer of PCR data in an acceptable NEMSIS format to
Emergicon. Client agrees to bear all cost of the development and implementation of the electronic software
"bridge" as mutually agreed upon by the parties and in conjunction with Emergicon information technology
personnel, representatives, or contractors.
q. To the extent allowed by law, Client will defend and hold harmless Emergicon and
each of its officers, directors, employees, attorneys, and agents, to the extent allowed by applicable law,
from and against any and all costs, claims, losses, damages, liabilities, expenses, judgments, penalties, fines
and causes of action which arise or result from:
i. Any negligent acts or omissions resulting in claims or liabilities due to an
incurable breach or violation of covenant, obligation, or agreement of Client set
forth in this agreement and any incurable breach or inaccuracy of any of the
representations or warranties made by Client in this agreement or in performing
its responsibilities under this agreement.
ii. Both parties agree that defense of breach or violation of the agreement by
Client under this Section 4(q) does not constitute the Client's incurrence of a
debt in violation of Article XI Section 7 A. of the Texas Constitution and
defined by the Supreme Court in Tex. & New Orleans R.R. Co. v. Galveston
County, 169 S.W.2d 713, 715 (Tex. 1943).
5. Record Ownership and Access.
a. Client understands that all documentation provided to Emergicon by Client,
whether in paper and/or electronic form, is for the sole and express purpose of permitting Emergicon to
provide Specialized Professional Services under this Agreement. It is Client's responsibility to maintain all
of its documents and business records, including copies of any documents or records provided to Emergicon
("Client -Provided Records"). Emergicon does not act as Client's records custodian.
b. As a convenience to Client, Emergicon will, during the term of this Agreement,
produce patient care reports in response to routine attorney requests (with appropriate patient authorization)
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City of Coppell, Texas
for such documentation, if those records are in Emergicon's possession at the time it receives such attorney
request. For subpoenas, as well as any requests beyond those deemed by Emergicon to be routine attorney
requests, Emergicon may forward such requests to Client for disposition. Emergicon may set a reasonable
fee for such service and collect said fee for the services set forth in this paragraph. Any such fee will be the
obligation of the patient or the party requesting on their behalf, and Client will not be responsible for any
failure of a patient or party to pay said fee.
C. During the term of this Agreement, Emergicon shall, upon Client's written request,
provide to Client, in electronic format and within 14 days of receipt of such written request, copies of any
Client -Provided Records furnished to Emergicon by Client, and to any Claim Adjudication Documents
generated by and received from insurers or payers in response to claims submitted by Emergicon on Client's
behalf. "Claim Adjudication Documents" shall consist of the documents generated secondary to claim
submission in the normal course of claim processing by payers and insurers, including Explanation of
Benefits (EOB) documents, Remittance Advice (RA) documents, Medicare Summary Notice (MSN)
documents, denials, and other documents of a similar type or nature.
d. Any documents, data, records, or information compiled in the course of
Emergicon's provision of Specialized Professional Services under this Agreement, other than those Client -
Provided Records and Claim Adjudication Records defined in Paragraphs 5(a) and (c) above, shall be the
sole and exclusive property of Emergicon and shall be considered the business and/or proprietary records
of Emergicon. Emergicon shall have no obligation to furnish any such business or proprietary records of
Emergicon to Client, and Client shall have a right of access only to the Client -Provided Records and Claim
Adjudication Documents as defined in Paragraphs 5(a) and (c), above.
e. If Client or a third party requests any documents or records to which Client or the
third party has a right of access under Paragraphs 5(a) and (c) of this Agreement, and such documents
cannot be provided to Client in electronic form, Emergicon may charge Client the per -copy amount for
medical records permitted under the Texas Medical Board rules at the time of Client's request.
f. Should this Agreement be terminated for any reason, all documents and records to
which Client has a right of access under Paragraphs 5(a) and (c) of this Agreement shall be maintained in
electronic format at a site convenient to Emergicon for a reasonable amount of time for follow-up of all
open claims, but in any event not to exceed ninety (90) days following the effective date of termination of
this Agreement. Electronic or paper copies, as per Paragraph 5(e) hereof, of the records to which Client has
a right of access under Paragraphs 5(a) and (c) will be made available to Client, at Client's sole cost and
expense, in a format acceptable to Emergicon at the Client's written request provided that Client makes
such request within thirty (30) days following termination of the Agreement, and provided that Client has
no outstanding invoices due to Emergicon at the time of the request. Emergicon shall have absolutely no
responsibility whatsoever after termination of this Agreement to provide any monthly reports or other such
Emergicon-generated reports to Client.
g. Upon termination of this Agreement, Client is responsible to notify all payers,
patients, and other correspondents of its new address, phone and/or fax numbers for billing or payment
purposes. Notwithstanding any other provisions of this Agreement to the contrary, Emergicon will not be
responsible for mail, deliveries, faxes, messages or other communications sent in Client's name to
Emergicon after a 90 day close-out period following the effective termination date of this Agreement, and
Emergicon shall have no duty to accept, maintain, copy, deliver or forward any such communications to
Client following termination and close-out of this Agreement.
h. Costs for copies of documents required and/or requested by Client beyond the
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requirement of the normal daily claim handling requirements will be invoiced to Client by Emergicon at a
per copy price per the Texas Medical Board rules at the time of the request.
6. Client Accounting and Auditing Requirements. If Client requires Emergicon's assistance
in Client's accounting or other internal audits, Emergicon will charge client for said audit support services
at its customary rates, to be established by Emergicon from time to time. Upon written request of Client for
same, Emergicon shall furnish said rates to Client in writing prior to undertaking any work pursuant to this
Paragraph.
Term and Termination.
a. This Agreement is for an initial term of one year, and will automatically renew for
successive like terms unless terminated hereunder.
b. This Agreement may be terminated with or without cause, by either party, upon
written notice to the other party with thirty (30) days' notice and a 90 day close-out period to follow.
C. This Agreement may be terminated by Emergicon immediately upon written notice
to Client for any of the following reasons:
i. If Client makes an assignment indicating Client financial insecurity for the
benefit of creditors, files a voluntary or involuntary petition in bankruptcy, is
adjudicated insolvent or bankrupt, petitions or applies to any tribunal for the
appointment of any receiver of any trustee over its assets or properties,
commences any proceeding under any reorganization, arrangement,
readjustment of debt or similar law or statute of any jurisdiction, whether now
or hereafter in effect, or if there is commenced against the other party any such
proceeding which remains un -dismissed, un -stayed, or the other party by any
act or any omission to act indicated its consent to, approval of or acquiescence
in any such proceeding or the appointment of any receiver or of any trustee, or
suffers any such receivership or trusteeship to continue undischarged, un -
stayed, or un -vacated for a period of thirty (30) days.
ii. If Client loses its license, permit or certification necessary to do business, or is
excluded from any state or federal health care program.
iii. If Client fails to perform any of its responsibilities as set forth in this
Agreement, fails to pay Emergicon for its Specialized Professional Services
within thirty (30) days of the date such payment becomes due, takes any
actions which Emergicon, in its sole discretion, determines to be unethical,
illegal, immoral or non-compliant, or fails to cooperate with Emergicon in any
way that prevents, impedes, obstructs, or delays Emergicon in the performance
of the Specialized Professional Services set forth in this Agreement.
d. Upon termination for any reason, Emergicon shall perform follow-up on any open
accounts submitted by Emergicon on Client's behalf for a period not to exceed ninety (90) days from the
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date of termination. Emergicon shall have no responsibility to perform such follow-up in the event Client
takes any actions which prevent Emergicon from engaging in such follow-up, or in the event that Client
has any unpaid balances due to Emergicon on the date of termination of this Agreement.
e. Upon termination for any reason, Client shall be responsible to pay the fees set
forth in Paragraph 10(a), below, for all revenues collected by Emergicon on Client's behalf and for all
claims billed on Client's behalf pursuant to Paragraph 10(b), below, during the 90 -day follow-up period
set forth in Paragraph 7(d), above. After notice of termination is given, all Emergicon invoices are due
and payable by Client within five (5) days of same. In the event that Client does not remit payment on any
such invoice within five (5) days of the invoice, Emergicon shall have no responsibility to perform any
further follow-up on open accounts, notwithstanding the provisions of Paragraph 7(d), above.
8. External and Internal Audits.
a. Client shall immediately notify Emergicon if there has been any prepayment audit
or review, post payment audit or review, or any investigation or other formal inquiry into the billing
practices of Client and/or Emergicon, or claims submitted by Emergicon on behalf of Client, where such
audit or investigation is or appears to have been initiated by any governmental agency, insurer, payer, carrier,
Medicare Administrative Contractor, Recovery Audit Contractor, Zone Program Integrity Contractor,
Unified Program Integrity Contractor, Medicaid Fraud Control Unit, other Medicare or Medicaid contractor
or other agency or entity authorized to carry out any such audit or investigation. This obligation shall survive
termination of this Agreement for any reason.
b. The Client bears sole responsibility for obtaining and paying for any legal or
consulting assistance necessary in defending itself in any such audit or investigation. Emergicon shall assist
Client in producing any records, reports or documents in its possession which pertain to the audit or
investigation and may charge Client a reasonable fee, as determined by Texas Medical Board rules at the
time of the request, for copying, preparation, assembly or retrieval of such documents or reports. Emergicon
shall have no obligation to perform any duties under this Paragraph 8(b) following termination of this
Agreement for any reason.
C. Client is solely responsible for repaying any overpayments or recoupments sought
or imposed by any insurer, carrier, payer or governmental agency or contractor, including interest, civil
monetary penalties, fines or other such assessments.
d. Client understands and acknowledges that Emergicon, as part of its compliance
program, may on occasion, and at its sole discretion, perform or contract for the performance of periodic,
random, internal audits of its coding, billing and other business practices. These voluntary, internal
compliance audits may reveal the existence of Client overpayments, and Client agrees that any such
overpayments identified by Emergicon in its internal auditing process will be refunded by Client as
described in more detail in Paragraph 2(h) of this Agreement.
9. Disposition of Funds.
a. All funds Emergicon receives from third party payers, patients or other sources for
ambulance services provided by Client shall be made in the name Client. Client authorizes Emergicon to
endorse, deposit, and otherwise negotiate items as the client's representative and forward monthly to Client
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or deposit into a Client account as directed by Client.
b. If Client desires that its patients be able to pay their accounts utilizing credit cards,
then Emergicon shall accept credit card payments on behalf of Client's patients in a manner that is secure
and agreed upon by the parties, and only to the extent possible and feasible, without making Emergicon a
collection agency and responsible for compliance with the federal Fair Debt Collection Practices Act and
other state or federal debt collection laws.
C. Emergicon shall not accept a reassignment of any benefits where prohibited by law.
10. Compensation.
a. In exchange for the Specialized Professional Services described in this Agreement,
Client shall pay Emergicon a fee equivalent to seven percent (7.00%) of all revenues collected by
Emergicon on behalf of Client. Credit card payments accepted by Emergicon will be charged an additional
two percent (2.0%) unless it has been offset by a payer convenience fee.
b. For all payers that prohibit percentage -based billing arrangements, such as
Department of State Health Services' (DSHS') Children with Special Health Care Needs (CSHCN)
Services Program, Client shall pay Emergicon a flat fee of $38 per trip, to be invoiced at the time of
billing.
C. If Client instructs Emergicon to collect on an account(s) initially billed by
another Contractor, Emergicon shall be compensated and paid for the collection efforts on said account in
accordance with the following schedule: Twenty-two Percent (22%) of the total amount collected on the
account.
d. If Client allows Emergicon or places accounts with a 3rd party collection
agency to continue to pursue accounts with balances beyond 120 days from the date of transport,
Emergicon shall be compensated and paid for the collection efforts on said account in accordance with
the following schedule: Eighteen Percent (18%) of the total amount collected on the account.
e. If Client is disenrolled or inactive as a Medicare or Medicaid provider prior to the
effective date of this Agreement, Emergicon shall re -enroll Client for an additional fee of $1,500 for
Medicare and $500 for Medicaid, plus any fees assessed by the Centers for Medicare & Medicaid Services.
f. The fees payable by Client to Emergicon shall be calculated and invoiced to Client
on a periodic basis established by Emergicon in accordance with the receipts report generated by Emergicon.
g. Emergicon shall submit invoices to Client on a periodic basis established by
Emergicon. Invoices are to be paid by Client within thirty-five (35) days of the invoice date. Emergicon
reserves the right to add simple interest at the annual rate provided by the Prompt Payment Act to any fee
where Emergicon has not received payment within thirty-five (35) days of the date of its invoice.
h. In the event that Client is obligated to refund any overpayment or credit balance as
set forth in Paragraph 2(h), fees paid to Emergicon by Client for such refunded overpayment or credit
balance shall not be credited or refunded to Client unless Emergicon bears responsibility for the
overpayment or credit balance.
Beginning on the first of October of each fiscal year, the then current fee shall be
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increased by the lesser of Employment Cost Index for Total Compensation (Not Seasonally Adjusted,
Private Industry for Professional, Scientific and Technical Services) as published by the Bureau of Labor
Statistics of the US Department of Labor for the twelve months ending the preceding year or 2.5%.
j. Client agrees to reimburse Emergicon for any and all sales tax liabilities that may
arise as a result of this Agreement.
k. Client agree to reimburse $35 for any checks returned for insufficient funds as a
result of this Agreement.
1. Emergicon agrees to notify client sixty (60) days in advance of any automatic price
increase.
11. Indemnification and Insurance.
a. In addition to any specific provisions set forth in this Agreement, to the extent
allowed by law, Client shall reimburse Emergicon and/or its employees, officers, directors and agents for
any and all costs, claims, losses, damages, liabilities, expenses, judgments, penalties, fines, and causes of
action to the extent caused by any willful or grossly negligent act or omission on the part of Client or its
agents, servants, volunteers, contractors or employees including but not limited to incomplete or inaccurate
patient care reports, improperly completed PCS forms, or other documentation issues that make it
impossible for Emergicon to properly code and bill claims. This provision shall include all costs and
disbursements, including without limitation court costs and reasonable attorneys' fees.
b. In addition to any specific indemnification provisions set forth in this Agreement,
to the extent allowed by law, Emergicon shall hold harmless, indemnify and defend Client and/or its
employees, officers, directors and agents from and against any and all costs, claims, losses, damages,
liabilities, expenses, judgments, penalties, fines and causes of action to the extent caused by any willful or
grossly negligent misconduct of any Emergicon agent, servant, contractor or employee and which relate to
the Specialized Professional Services performed by Emergicon under this Agreement.
C. Emergicon shall maintain errors and omissions insurance coverage in an amount
not less than $4,000,000. Client will be named as an additional insured under the policy and Emergicon
shall provide proof of such coverage to Client upon reasonable written request for same.
d. Notwithstanding any other provision of this Agreement, Emergicon shall not be
liable for any damages, including but not limited to loss in profits, or for any special, incidental, indirect,
consequential or other similar damages suffered in whole, or in part, in connection with this Agreement.
Any liability of Emergicon for any disputed billing performed by Emergicon on behalf of Client shall not
exceed any amounts paid to Emergicon by Client under this Agreement.
e. Where any provision of this Agreement obligates either party to defend, indemnify,
hold harmless, and/or reimburse the other party, such agreement shall include any claims, losses,
assessments or damages of any kind, and shall apply equally to that party and to its employees, owners,
agents, contractors, attorneys, consultants, accountants, and servants.
f. It is expressly agreed and understood by both parties that certain repayment or
refund demands may be made by insurance payers that are not the result of negligence on the part of either
party and therefore are not subject to indemnity as set forth in the paragraph 11. Specifically, there may be
claims that are audited or reviewed and later determined not to be medically necessary, not to justify the
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level of care provided and/or billed, or otherwise denied or down -coded to a lower level of service. In this
situations, the parties will work together to respond to and appeal such denials, and if determined that
repayment is in fact due after the exhaustion of such available appeals, the parties will pay their pro -rata
share of refund based on the % fee set forth in paragraph 10.a. above.
12. Confidentiality. Neither Emergicon nor Client shall, during the term of this Agreement or
for any extension hereof, for any reason, disclose to any third parties any proprietary information regarding
the other party unless required to do so by law, regulation or subpoena. Emergicon acknowledges the Client
requirements under the Public Information Act. For purposes of this Agreement, "proprietary information"
shall include, but not be limited to, pricing or rate information, information pertaining to contracts with
payers, insurers, facilities, ambulance providers, health care systems, or other such parties, audit requests,
audit results, billing processes, client lists or other such information.
13. Compliance.
a. Emergicon will conduct its activities and operations in compliance with all state
and federal statutes, rules and regulations applicable to billing activities.
b. Client shall conduct its activities, operations and documentation in compliance
with all applicable state and federal statutes, rules and regulations. Client expressly represents and warrants
that it is under no legal impediment to billing or receiving reimbursement for its services, and that all of
Client's personnel are appropriately licensed and/or certified to furnish the services provided by Client.
Client agrees to reimburse Emergicon, to the extent allowed by law, for any and all claims, damages and
losses caused by Client sending accounts to Emergicon which are ineligible for billing and/or
reimbursement for any reason.
C. Each party is responsible for monitoring and ensuring its own compliance with all
applicable state and federal laws and regulations pertaining to billing and reimbursement for its services.
However, either party which becomes aware of a violation of any such state or federal laws or regulations
or of a questionable claim or claim practice agrees to notify the other party within fifteen (15) days so the
other party may appropriately address the matter.
d. The parties represent that they are not the subject of any actions or investigations
pertaining to its participation in or standing with any state or federal health care program, are not subject to
exclusion from any state and/or federal health care program, and that no persons providing services for
which reimbursement is sought were at the time such services were rendered excluded from any state or
Federal health care program.
e. The parties recognize that this Agreement is at all times subject to applicable state,
local, and federal laws and shall be construed accordingly. The parties further recognize that this Agreement
may become subject to or be affected by amendments in such laws and regulations or to new legislation or
regulations. Any provisions of law that invalidate, or are otherwise inconsistent with, the material terms
and conditions of this Agreement, or that would cause one or both of the parties hereto to be in violation of
law, shall be deemed to have superseded the terms of this Agreement and, in such event, the parties agree
to utilize their best efforts to modify the terms and conditions of this Agreement to be consistent with the
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requirements of such law(s) in order to effectuate the purposes and intent of this Agreement. In the event
that any such laws or regulations affecting this Agreement are enacted, amended or promulgated, either
party may propose to the other a written amendment to this Agreement to be consistent with the provisions
of such laws or regulations. In the event that the parties do not agree on such written amendments within
thirty (30) days of receipt of the proposed written amendments, then either party may terminate this
Agreement without further notice, unless this Agreement would expire earlier by its terms.
15. Non -Engagement of Individuals on the OIG Exclusion List. The parties further
warrant that each will take all reasonable steps as set forth by the Office of Inspector General,
United States Department of Health and Human Service, to ensure that it does not employ or
otherwise engage individuals who have been excluded from participation in federal health care
programs. The parties agree to periodically check the OIG exclusion website to ensure that
employees, volunteers and all others providing services for each respective organization are not
excluded. The website is: http:Hexclusions.oig hhs.gov.
16. Independent Contractor Relationship. Emergicon and Client stand in an independent
contractor relationship to one another and shall not be considered as joint ventures or partners, and nothing
herein shall be construed to authorize either party to act as general agent for the other. There is no liability
on the part of Emergicon to any entity for any debts, liabilities or obligations incurred by or on behalf of
the Client.
17. Prevention of Performance. If a party's obligation to perform any duty hereunder is
rendered impossible of performance due to any cause beyond such party's control, including, without
limitation, an act of God, war, civil disturbance, fire or casualty, labor dispute, hardware or software failures
beyond the party's control, or governmental rule, such party, for so long as such condition exists, shall be
excused from such performance, provided it promptly provides the other party with written notice of its
inability to perform stating the reasons for such inability and provided that the party takes all appropriate
steps as soon as reasonably practicable upon the termination of such condition to recommence performance.
18. Assignment. This Agreement may be assigned by Emergicon to any successors or assigns
of Emergicon with the express written consent of the Client. This Agreement may not be assigned by Client
without the express written consent of Emergicon. This Agreement shall be binding upon all successors
and assigns.
19. Notices. Notices required to be given under this Agreement shall be made to the parties at
the following addresses and shall be presumed to have been received by the other party (i) three days after
mailing by the party when notices are sent by First Class mail, postage prepaid; (ii) upon transmission (if
sent via facsimile with a confirmed transmission report); or (iii) upon receipt (if sent by hand delivery or
courier service).
Emer ig con:
Emergicon, LLC.
PO Box 180446
Dallas, TX 75218
Phone: (972-602-2060)
Fax:(469) 602-5542
[Client]:
The City of Coppell
255 Parkway Boulevard
Coppell, Texas 75019
20. Non -Competition and Non -Solicitation Clause. Without prior, written authorization from
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a. During the term of this Agreement, or for two (2) years following its expiration or
termination for any reason, employ, retain as an independent contractor, or otherwise in any way hire any
personnel currently employed or employed at any time during the term of this Agreement by Emergicon
without compensation to Emergicon of a placement fee of two times the annual salary paid by Emergicon
to such employee at the time such employee left employment of Emergicon.
b. During the term of this Agreement, or for a period of two (2) years following its
expiration or termination for any reason, engage in the provision of billing services for any other ambulance
service, medical transportation organization, fire department, or emergency medical services organization
without compensation to Emergicon equivalent to two times the annual average of fees during the term of
this agreement as paid to Emergicon for these services. Nothing in this Paragraph shall be interpreted to
prohibit Client from performing its own in-house billing and/or accounts receivable management following
the expiration or proper termination of this Agreement.
21. Governing Law and Forum Selection Clause. This Agreement shall be deemed to have been made
and entered into in Texas and shall be interpreted in accordance with the laws thereof, without regard to
conflicts of laws principles. The parties expressly agree that the exclusive forum for resolving any legal
disputes under this Agreement shall be the state or federal courts serving Dallas County, Texas. Client
expressly agrees to personal jurisdiction and venue in any such court.
22. Entire Agreement. This Agreement constitutes the sole and only agreement between the Parties and
supersedes any prior understandings, written or oral agreements between the Parties with respect to this
subject matter.
23. Authorization. Each Party represents that it has full capacity and authority to grant all rights and
assume all obligations granted and assumed under this Agreement.
24. Successors and Assigns. Subject to the provisions regarding assignment, this Agreement shall be
binding on and inure to the benefit of the Parties to it and their respective heirs, executors, administrators,
legal representatives, successors and assigns.
25. Amendments. This Agreement may be amended only by the mutual written agreement ofthe Parties.
26. Severability. In the event any one or more of the provisions contained in this Agreement shall for
any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions, and the Agreement shall be construed as if such
invalid, illegal, or unenforceable provision had never been contained in it.
27. Survival of Covenants. Any of the representations, warranties, covenants, and obligations of the
Parties, as well as any rights and benefits of the Parties, pertaining to a period of time following the
termination of this Agreement shall survive termination.
28. Counterparts. This Agreement may be executed by the Parties hereto in separate counterparts, each
of which when so executed and delivered shall be an original, but all such counterparts shall together
constitute one and the same instrument. Each counterpart may consist of any number of copies hereof each
signed by less than all, but together signed by all of the Parties hereto.
29. Conflicts of Interests. Special Assessor represents that no official or employee of the City has any
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direct or indirect pecuniary interest in this Agreement.
30. Force Majeure. The parties shall be excused for the period of any delay in or impossibility of the
performance of any obligations hereunder, when prevented from doing so by any cause or causes beyond a
party's control, which shall include without limitation: all labor disputes, civil commotion, war, nuclear
disturbances, hostilities, sabotage, terroristic acts, governmental regulations or controls, fire, accident or
other casualty, interruption in the supply of any utilities or fuel, inability to obtain any material or services,
public health emergencies, or through acts of God.
31. Regulatory Changes. The parties recognize that this Agreement is at all times subject to applicable state,
local, and federal laws and shall be construed accordingly. The parties further recognize that this Agreement
may become subject to or be affected by amendments in such laws and regulations or to new legislation or
regulations. Any provisions of law that invalidate, or are otherwise inconsistent with, the material terms
and conditions of this Agreement, or that would cause one or both of the parties hereto to be in violation of
law, shall be deemed to have superseded the terms of this Agreement and, in such event, the parties agree
to utilize their best efforts to modify the terms and conditions of this Agreement to be consistent with the
requirements of such law(s) in order to effectuate the purposes and intent of this Agreement. In the event
that any such laws or regulations affecting this Agreement are enacted, amended or promulgated, either
party may propose to the other a written amendment to this Agreement to be consistent with the provisions
of such laws or regulations. In the event that the parties do not agree on such written amendments within
thirty (30) days of receipt of the proposed written amendments, then either party may terminate this
Agreement without further notice, unless this Agreement would expire earlier by its terms.
32. Independent Contractor Relationship. The relationship of the parties is that of independent
contractors. Neither party shall be deemed to be the agent nor partner nor fiduciary of the other, and
neither is authorized to take any action binding upon the other.
IN WITNESS WHEREOF, the parties have executed this Agreement to commence on the date first
above written. Client represents that the individual who has executed this Agreement on behalf of the Client
is authorized by Client and by law to do so.
EMERGICON, LLC. City of Coppell
Signature Date
Christopher Turner
Print Name
President and CEO
Title
Signatui
Print Namee1
Title
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