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HomeMy WebLinkAboutAgenda_GGAF_08.31.2016Notice of Meeting for the General Gov ernment and Finance Adv isory Board of the City of Georgetown August 31, 2016 at 4:30 PM at Georgetown Communications and Technology Conference Room, located at 510 West 9th Street, Georgetown, TX The City o f G eo rgeto wn is committed to comp lianc e with the Americans with Dis abilities Ac t (ADA). If yo u req uire as s is tanc e in participating at a p ublic meeting d ue to a disability, as d efined und er the ADA, reas onab le as s is tance, ad ap tatio ns , or acc o mmo d ations will b e provid ed up o n req uest. P leas e c o ntact the City Sec retary's Office, at leas t three (3) days prior to the sc hed uled meeting d ate, at (512) 930-3652 o r City Hall at 113 Eas t 8th Street fo r add itional info rmation; TTY us ers ro ute through Relay Texas at 711. Legislativ e Regular Agenda A Review minutes fro m the July 27, 2016 G eneral Go vernment and Financ e (GGAF) Ad visory Board - Danella Ellio tt, Executive Assistant B Co nsideration and possible actio n to approve the contrac t renewal for C ity of Geo rgeto wn janitorial and floor cleaning s ervic es to P ruitt Building S ervic es of Fort Worth, pending City Counc il appropriatio n in the FY2017 b udget, for an es timated annual amo unt o f $700,000.00 - Tris h Long, F acilities S uperintendent and Eric Nuner, As s istant Directo r of Parks and Rec reation C Co nsideration and possible actio n to approve the contrac t renewal for irrigation s ys tem s ervic es for C ity owned fac ilities to American Irrigation of Georgetown, Texas fo r a p eriod o f one year no t to exc eed the amount of $70,000 - Trish Lo ng, Fac ilities S uperintend ent and Eric Nuner, As s is tant Directo r of Parks and Recreation D Co nsideration and possible actio n to reco mmend ap p ro val o f a s ervic es agreement with Perfec tMIND Inc. to imp lement a p arks and recreatio n management s o ftware - Kimberly Garrett, Parks and Recreation Directo r E Co nsideration and possible actio n to approve the p urc hase o f a 3000 G allo n Water Tend er and a Wild land Interfac e Fire Engine from Siddons -Martian Emergenc y Gro up thro ugh the BuyBo ard Co ntract #491-15 for a c o s t no t to exc eed $750,000.00 - Jo hn S ullivan, F ire Chief F Co nsideration and possible actio n to approve Emergic o n as the Emergenc y Medic al Transport Billing vendor for the C ity of Geo rgeto wn - John S ullivan, F ire Chief G Co nsideration and p o s s ib le actio n to ap p ro ve and award an agreement fo r Self-Ins ured Group Dental Benefits to Ameritas , and ap p ro val o f 2017 HSA contribution model - Tadd Phillip s , HR Directo r H Emp lo yee Benefits Update (no ac tion) - Tad d P hillips, HR Direc tor CERTIFICATE OF POSTING I, Shelley No wling, C ity S ecretary fo r the C ity of Geo rgeto wn, Texas , d o hereby c ertify that this Notice of Meeting was p o s ted at City Hall, 113 E. 8th Street, a p lace read ily acc es s ible to the general p ublic at all times , on the ______ d ay o f __________________, 2016, at __________, and remained so p o s ted fo r at leas t 72 c o ntinuo us ho urs p receding the sc heduled time o f s aid meeting. ____________________________________ Page 1 of 72 S helley No wling, City Sec retary Page 2 of 72 City of Georgetown, Texas Government and Finance Advisory Board August 31, 2016 SUBJECT: Review minutes from the July 27, 2016 General Government and Financ e (G GAF ) Advis o ry Bo ard - Danella Ellio tt, Exec utive As s is tant ITEM SUMMARY: FINANCIAL IMPACT: N/A SUBMITTED BY: Danella Ellio tt, Exec utive As s is tant ATTACHMENTS: Description Type 7.27.2016 Draft Minutes Backup Material Page 3 of 72 Minutes General Government and Finance Advisory Board City of Georgetown, Texas Wednesday, July 27, 2016 at 4:30 PM The General Government and Finance Advisory Board will met on Wednesday, July 27, 2016 at 4:30 PM at the Georgetown Communications and Technology building (GCAT), located at 510 West 9th Street, Georgetown, Texas. The City of Georgetown is committed to compliance with the Americans with Disabilities Act (ADA). If you require assistance in participating at a public meeting due to a disability, as defined under the ADA, reasonable assistance, adaptations, or accommodations will be provided upon request. Please contact the Board Liaison, at least four (4) days prior to the scheduled meeting date, at (512) 930-3676 or City Hall at 113 East 8th Street for additional information; TTY users route through Relay Texas at 711. Board Members Present City Staff Present Keith Brainard, Chair David Morgan, City Manager Tommy Gonzalez, District 7 Leigh Wallace, Finance Director James Bralski Michel Sorrell, Controller Thomas Bonham Jess Henderson, IT Supervisor Severine Cushing Chris Bryce, IT Director Tadd Phillips, HR Director Board Members Absent Laura Maloy, HR Assistant Director None Jennifer Bills, Housing Coordinator Others Present None Legislative Regular Agenda Keith Brainard called the meeting to order at 4:30 p.m. A Review minutes from the June 29, 2016 General Government and Finance (GGAF) Advisory Board -- Danella Elliott, Executive Assistant Board did not have any comments regarding the minutes from June 29, 2016. Motion to approve the minutes by Tommy Gonzalez, second by Thomas Bonham. Approved 5-0 B Consideration and possible approval of an appropriation of $59,860.00 to SunGard Public Sector, Incorporated to convert the previous Police Department Records Management database into the existing SunGard OSSI Records Management database. – Chris Bryce, Director, Information Technology; Jess Henderson, IT Operations Manager, Public Safety Chris Bryce, IT Director, explained that this was to convert 8 years of historical Police Department records, and discussed the current way existing records have to be searched. Chris noted that the annual maintenance contract on the QED database has expired (since the SunGard OSSI implementation), which exposes the City to potential loss of data if there was a hardware/software failure. Discussion on recovery systems and amount of data allowed followed. Motion to approve the Item B by Tommy Gonzalez, second by Severine Cushing. Approved 5-0 Page 4 of 72 Minutes General Government and Finance Advisory Board City of Georgetown, Texas Wednesday, July 27, 2016 at 4:30 PM C Overview and discussion of the City’s employee leave accrual policies – Tadd Phillips, Director, Human Resources Tadd gave a presentation and explained that this was an informational item only. He explained the benefits that City of Georgetown employees have, specifically the maximum accrual and maximum payout scenarios. He noted that Civil Service was handled differently. The Board discussed the accrued liabilities and Tadd answered questions on personal holidays, sick and vacation leave and explained that they were broken out instead of one lump “paid time off” category. Keith asked if anyone wanted to recommend changing the policy. Tommy would like to see more data (i.e. closer study on abuse, trends, etc) and noted that it was worth looking into regarding the unfunded liability. Keith suggested that we consider establishing a contingency Fund Balance for unused leave to protect the City from liability, as would be in the case of a high profile employee leaving employment. David said that we would take a closer look throughout the year and note any of the above concerns. The Board thanked Tadd for the presentation and information. Public Wishing to Address the Board On a subject that is posted on this agenda: Please fill out a speaker registration form. Clearly print your name and the letter of the item on which you wish to speak and present it to the Board Liaison on the dais, preferably prior to the start of the meeting. You will be called forward to speak when the Board considers that item. On a subject not posted on the agenda: Persons may add an item to a future Board agenda by contacting the Board Liaison no later than noon on the Friday prior to the Wednesday meeting, with the subject matter of the topic they would like to address and their name. The Board Liaison can be reached at 512-930-3676. - At the time of posting, no persons had signed up to address the Board Page 5 of 72 Minutes General Government and Finance Advisory Board City of Georgetown, Texas Wednesday, July 27, 2016 at 4:30 PM Adjournment Motion to adjourn the meeting at 5:30 p.m. by Tommy Gonzalez, second by Severine Cushing. Approved 5-0. __________________________________ ____________ Keith Brainard Date Board Chair __________________________________ ____________ Thomas Bonham Date Board Secretary __________________________________ ____________ Danella Elliott Date Board Liaison Page 6 of 72 City of Georgetown, Texas Government and Finance Advisory Board August 31, 2016 SUBJECT: Cons id eration and p o s s ib le ac tion to approve the c o ntract renewal fo r City o f Georgetown janito rial and flo o r c leaning s ervices to Pruitt Build ing Servic es o f F o rt Wo rth, p ending C ity C o uncil ap p ro p riation in the FY2017 budget, for an es timated annual amo unt o f $700,000.00 - Trish Long, F acilities S uperintend ent and Eric Nuner, As s is tant Direc tor o f P arks and R ec reatio n ITEM SUMMARY: Staff is reques ting renewal o f the janitorial and flo o r cleaning s ervices c ontrac t with P ruitt Building Services. Pruitt Build ing S ervic es has been the janitorial and flo o r c leaning provid er for the City for the pas t two years with great s uc c es s . T he City strives to properly maintain as s ets inc luding furniture and fixtures , res ulting in extended useful life. F acility s taff has s een a p o s itive imp act of useful life extens io n es p ecially related to flooring d uring Pruitt Build ing Servic es tenure with the City. The original agreement was approved b y Counc il in October 2014 thro ugh an interloc al agreement with the City of Ro und R o c k. This contrac t term was fo r a p erio d o f 36 mo nths with the optio n to renew fo r two (2) ad d itional one (1) year p erio d s . T he City of Round Roc k c o nducted a c ompetitive bes t value bid in Augus t 2013 in which Pruitt Building Servic es was selec ted fro m 27 bidd ers . Ad d itio nally, the City of Round Roc k has c hos en to renew their c o ntrac t with Pruitt Build ing Servic es . Staff rec o mmends award of the contrac t to Pruitt Building Services und er the exis ting Round Roc k contrac t. There are two ad d itional one year renewals on this c ontrac t. T his renewal includ es funding for the additio n of Wes ts ide Service Center. FINANCIAL IMPACT: Estimated total for services is $700,000.00 annually which is availab le in the Fac ilities Maintenanc e Internal Service Fund ac c ount. SUBMITTED BY: Trish Lo ng, F ac ilities S uperintend ent and Eric Nuner Assistant P arks and R ec reatio n Direc tor Page 7 of 72 City of Georgetown, Texas Government and Finance Advisory Board August 31, 2016 SUBJECT: Cons id eration and p o s s ib le ac tion to approve the c o ntract renewal fo r irrigatio n s ys tem services fo r City o wned fac ilities to Americ an Irrigatio n o f Geo rgeto wn, Texas for a period of o ne year not to exceed the amo unt o f $70,000 - Tris h Long, F acilities Sup erintendent and Eric Nuner, As s is tant Direc tor o f Parks and Rec reation ITEM SUMMARY: Staff is req ues ting renewal of the irrigation sys tem s ervices contrac t with Americ an Irrigatio n. This inc ludes inspec tio ns , maintenanc e repairs, and minor installations . The initial c ontrac t was ap p ro ved b y Counc il in Septemb er of 2012. Bids were info rmally s o licited in July 2012 for irrigation maintenanc e services fo r o ne (1) year with an o p tion to renew for an ad d itional four one (1) year p eriods . This is the final renewal remaining for this c o ntract. Annual exp end itures for fis cal year 2014 were $65,000, exp enditures fo r 2015 were $61,000, and expend itures to d ate in 2016 are $40,000. The City has us ed Americ an Irrigatio n with go o d s ucc es s . Therefo re, the s taff ’s rec o mmendatio n is to renew the contrac t with Americ an Irrigatio n of Geo rgeto wn, Texas for an annual no t to exc eed 70,000.00. FINANCIAL IMPACT: Funds fo r thes e s ervices are bud geted in the F ac ility Maintenance ISF in the Irrigation Maintenanc e GL. SUBMITTED BY: Trish Lo ng, F ac ilities S uperintend ent and Eric Nuner Assistant P arks and R ec reatio n Direc tor Page 8 of 72 City of Georgetown, Texas Government and Finance Advisory Board August 31, 2016 SUBJECT: Cons id eration and p o s s ib le ac tion to rec o mmend approval of a services agreement with P erfectMIND Inc . to imp lement a parks and rec reation management s oftware - Kimb erly Garrett, P arks and Rec reation Direc tor ITEM SUMMARY: Since 1997, the City has utilized a p arks and rec reation software s o lutio n called C las s . This sys tem has come to the end o f its us eful life and after Novemb er 2017, will no longer be s upported through maintenance and up grades. Replac ement of C las s was a Priority 1 in the IT Mas ter P lan fo r the 2015/2016 b udget. The C ity is s ued an RFP o n March 28, 2016, fo r a rep lacement Rec reatio n Management System. Four proposals were rec eived and reviewed b y s taff fro m both Parks and Rec reation and Info rmation Tec hno lo gy. Two proposers were s elected to p ro vide p res entations on May 25, 2016, and the succ es s ful p ro p o s er selec ted from the proc es s was Perfec tMIND Inc . Perfec tMIND is a platfo rm as a service (PaaS) which is a c atego ry o f c lo ud c o mp uting that provid es the networks , s ervers , s torage and other s ervic es to hos t the ap p licatio n. This s oftware p ro vides fo r program registration, members hip sales, point o f sale, fac ility management, financial s ys tem integratio n, online cus tomer acc es s , integration with the City’s web s ite and rep o rting. The p ro jected go live d ate is May 31, 2017. The c ities ’ o f Ro und Ro ck, Fris c o and McKinney have recently implemented this s o ftware solution and had very positive res ults . Staff rec o mmend s approving the s ervic es agreement with Perfec tMIND. S o ftware enhancements o ver the p revious sys tem inc lud e GIS c ap ab ilities, 24/7 c us to mer service s upport, P CI c ompliance, dashb o ard rep o rting, digital s ignatures and the ability to s to re online d o cuments like c amp regis tration forms. The agreement inc lud es a s o ftware lic ense to use the p latform, unlimited ac count us ers , ability to s end up to 25,000 emails a mo nth, and the ab ility to renew the contrac t fo r two ad d itio nal two year terms . FINANCIAL IMPACT: Imp lementatio n cost fo r this p ro ject is $57,125. The initial c o ntract is fo r 5 years with annual p latform us er fees of $33,333. The annual p latform fee is 1.67% of the annual revenue collec ted d uring the p revious fis cal year, 2014/2015, whic h was $2M. T he total firs t year c o s t will b e $90,458 plus ons ite s ervic es expens es . Funds fo r thes e s ervices were ap p ro ved in the 2015/2016 b udget and are in ac c o unt 570-5-0641-51-741. SUBMITTED BY: Kimberly Garrett, Parks and Recreatio n Direc to r Page 9 of 72 City of Georgetown, Texas Government and Finance Advisory Board August 31, 2016 SUBJECT: Cons id eration and p o s s ib le ac tion to approve the purchas e of a 3000 Gallon Water Tender and a Wild land Interface Fire Engine fro m S id d o ns-Martian Emergency Group through the BuyBoard Contrac t #491-15 fo r a cost not to exceed $750,000.00 - Jo hn Sullivan, Fire Chief ITEM SUMMARY: This is a continuation of ap p aratus replac ement s c hed ule. Rep lacing 1994 Internatio nal Wildland Interfac e Engine (22 years old) and a 1995 Internatio nal 1800 gallon Water Tender (21 years o ld ). The new Water Tender, manufac tured b y Pierce, c arries 3000 gallons of water, almos t doub ling our current capac ity and increasing o ur capabilities . T he p urc hase will inc lude req uired eq uipment fo r this typ e of ap p aratus in ac cordance with the Natio nal Fire Protec tio n As s o ciatio n Standard 1901 and 1906 (NFPA 1901 and 1906) and National Wild fire Co o rdinating Gro up (NWCG). The new Wild land Interfac e Engine, manufac tured b y Skeeter Brus h Truc ks will carry 400 gallo ns of water and 20 gallo ns of fo am with advanc ed o ff-ro ad capabilities . The purc has e will includ e req uired equip ment fo r this typ e of apparatus in acc o rd anc e with the National F ire P ro tec tion As s o c iatio n Standard 1901 and 1906 (NFPA 1901 and 1906) and Natio nal Wild fire C o o rd inating Group (NWC G). FINANCIAL IMPACT: Funding is allo c ated in 2015-16 b udget. GL 520-5-0351-52-705. SUBMITTED BY: John Sullivan, F ire C hief Page 10 of 72 City of Georgetown, Texas Government and Finance Advisory Board August 31, 2016 SUBJECT: Cons id eration and p o s s ib le ac tion to approve Emergicon as the Emergency Med ical Trans p o rt Billing vend o r for the City o f Georgetown - Jo hn Sullivan, Fire Chief ITEM SUMMARY: Purs uant to Ordinanc e No. 2014-41 amending Chap ter 2.28 entitled “Fire Dep artment,” the Fire Chief has b een authorized to bill fo r emergency medic al s ervic es . To as s is t with the b illing/c o llectio n p ro cess, the Fire Department had p revious ly entered into an agreement with a b illing pro vider, Intermed ix. Over the p as t year, the F ire Chief has experienced billing s ervic e related is s ues that have res ulted in the d ecision to not renew the billing/collec tion agreement with Intermed ix. As s uc h, an R FP p ro ces s was initiated on Augus t 5, 2016 and a total o f thirteen (13) res pons es were received . An RFP peer review panel was es tablished with a to tal o f five memb ers representing the finance d ivisio n and fire/med ical dep artment. Und er d irectio n/s upervis io n of the purc has ing manager, the RFP review panel s cored each ap p licant b as ed upon the following c riteria: (1) Ability to perform (2) Unique F eatures of Func tions (3) Ability to meet s c hed ule, c o llectio n and rep o rting req uirements (4) Q uality of referenc es (5) Fees – Ability to c o llect and fee fo r service (6) R es p o nsiveness/q uality o f p ro p o s al. The top three s co ring res p ond ents p res ented their p ro p o s als to the RF P p eer review p anel to d etermine a final recommendatio n o f award . The R FP review p anel has unanimous ly rec o mmended approval of Emergic o n as the Emergenc y Medic al Trans p o rt Billing vend o r for the City of Georgetown. If approved b y G GAF and City Co uncil, the succ es s ful b id d er/vendor will begin s ervic es o n Octo b er 1, 2016. FINANCIAL IMPACT: Financ ial impac t of agreement will b e disc uss ed in detail and info rmation pro vided within the recommended b id proposal. SUBMITTED BY: John Sullivan, F ire C hief ATTACHMENTS: Description Type EMS RFP Backup Material EMS BAA Backup Material Page 11 of 72 EMS SA Backup Material Page 12 of 72 CITY OF GEORGETOWN, TEXAS REQUEST FOR PROPOSALS FOR EMERGENCY MEDICAL TRANSPORT BILLING AND COLLECTION SERVICES RFP # 201657 Dated: August 05, 2016 DUE DATE FOR RESPONSES August 19, 2016 2:00 PM Central Standard Time Page 13 of 72 City of Georgetown EMERGENCY MEDICAL TRANSPORT BILLING AND COLLECTION SERVICES – RFP # 201657 2 Table of Contents 1.0 Notice to Proposers 3 2.0 Background and Current Circumstances 3 3.0 Project Purpose and Objectives 4 4.0 Key Event Schedule 5 5.0 Proposal Submission Requirements 5 6.0 Proposal Evaluation/Selection Process 8 7.0 Instructions to Proposers; General Conditions and Information 9 8.0 Terms and Conditions 13 9.0 Scope of Services 13 Exhibit A – Terms and Conditions 17 Page 14 of 72 City of Georgetown EMERGENCY MEDICAL TRANSPORT BILLING AND COLLECTION SERVICES – RFP # 201657 3 1.0 Notice to Proposers The City of Georgetown (the “City”) is soliciting sealed proposals for Request for Proposal (“RFP”) No. 201657 for Emergency Medical Transport Billing and Collection Services All addenda, notices, additional information, etc. will be posted to the City of Georgetown Purchasing Department’s web site, http://purchasing.georgetown.org/bid-information/. Four printed copies one original plus three copies) plus four digital copy on USB drive/CD/DVD of Proposals must be sealed and returned to the City of Georgetown, Attention: Purchasing Manager, P. O. Box 409, Georgetown, Texas 78627 (mailing address) or 300-1 Industrial Avenue, Georgetown, Texas 78626 (physical address) by 2:00p.m. Central Standard Time, on August 19, 2016. All proposals must be plainly marked with the proposal name and RFP number: “Emergency Medical Transport Billing and Collection Services, RFP #201657“. Proposer is responsible for delivery of response by the date and time set for the closing of the proposal acceptance. Responses received after the date and time set for the closing will not be considered. The information contained in these specifications is confidential and is to be used only in connection with preparing this proposal. The City reserves the right to reject any and all proposals, and to waive formalities, procedural requirements and/or minor technical inconsistencies, and to delete any requirements and/or specifications as deemed to be in the City’s best interest. Proposals failing to meet all requirements contained in this RFP may be rejected. All questions concerning this RFP must be addressed to the following point of contact: Trina Bickford Purchasing Manager 300-1 Industrial Ave. Georgetown, Texas 78627 Phone: (512) 930-3647 Fax: (512) 930-9027 Email: purchasing@georgetown.org 2.0 Background and Current Circumstances 2.1 City of Georgetown The City of Georgetown has a population of 50,000, is located on Interstate 35, and is the northern most “gateway” to the gently rolling hills of Central Texas. While Georgetown offers the amenities and charm of a small community, it is strategically and centrally located in the middle of the four major metropolitan areas of Texas. Austin is 26 miles south of Georgetown, Dallas is two hours north, Houston is three hours southeast and San Antonio is just one-and a-half hours south, placing Georgetown in a very advantageous position for cultural and economic development. 2.1.1 Georgetown Fire/Medical Department The Georgetown Fire/Medical Department (GFD) enjoys a 135-year history and currently operates as a First-Responder Organization (FRO) and maintains five strategically placed fire stations within the City. Page 15 of 72 City of Georgetown EMERGENCY MEDICAL TRANSPORT BILLING AND COLLECTION SERVICES – RFP # 201657 4 Additionally, the GFD is responsible for providing emergency service within the peripheral extra-territorial jurisdiction (ETJ) via a contract with Emergency Service District (ESD) #8, bringing the population served to approximately 68,000 spread over approximately 144 square miles. GFD operates five EMS transport units which respond to approximately 7500 medical incidents resulting in approximately 5000 advanced life support (ALS)-emergency transports annually. Approximately 70% of incidents are ALS, 22% are basic life support (BLS) and 8% are treat-no-transport. The City has implemented an electronic patient care records (EPCR) system utilizing ESO Solutions and tablet PCs. 3.0 Project Purpose and Objectives 3.1 Scope of Procurement The City desires to contract with a qualified frim to provide emergency medical transport billing and collection services, providing a systematic and standardized recovery process for services provided in accordance with the Georgetown City Code of Ordinances, Sections 2.28.140, 2.28.150, 2.28.160, 2.28.170, 2.28.180 and 2.28.190. The City desires a seamless method for cost recovery to serve its citizens and staff as well as insurance providers without diminishing the integrity of the City. The initial term of the contract will be from 10/1/2016 through 9/30/2017, with an option to renew for up to four additional one year periods. The City also requests proposals for optional fire services billing – this service may be added at the City’s discretion at any time during the term of any award. 3.2 Anticipated Approach City requires all services necessary to bill and recover fees be provided in a professional, non-aggressive manner, protecting confidential information and acting in a respectful manner to all parties involved. Additionally, all records, tracking and reporting must be reliable, detailed and accurate. The City and GFD have earned the trust and respect of the Georgetown community through decades of service and commitment to those who live, work and play. The EMS transport fee program was developed to remunerate the City for the costs of services. The successful Proposer must be aligned with and operate in support of the following principals which guide the EMS transport fee program: • Providing exceptional emergency medical services to the community; • Providing emergency medical care without regard to a patient’s ability to pay user fees; and • Fair, equitable and consistent policies and procedures regarding user fees for EMS transportation. 3.2.1 City’s Responsibilities The City will provide the following information at a minimum to assist in recovery of fees: • Incident run reports to ensure proper processing and billing recovery; • Any additional report information required to satisfy the insurance carrier; • An account for monthly automatic deposits; • Current email address and fax numbers to ensure effective communication; and • Names and current contact information for current GFD personnel. 3.2.3 Ability to combine vendors/products The City will consider combinations of vendors/products to achieve the entire list of requirements stated in this RFP. As a result, it is possible for a vendor to propose portions of the solution and specify Page 16 of 72 City of Georgetown EMERGENCY MEDICAL TRANSPORT BILLING AND COLLECTION SERVICES – RFP # 201657 5 compatible products/partners for the remaining parts of the solution. If this approach is taken, the City will evaluate the number, strength and relationship of the vendors/products proposed to determine if that approach provides the best value and easiest ongoing operation for the City. 4.0 RFP Key Events Schedule Issue RFP August 5, 2016 Deadline for questions on RFP August 12, 2016, 5PM CST Proposals Due August 19, 2016, 2PM CST Presentations by Proposers (if applicable)(approx.) August 24, 2016 Evaluation process completed, successful Proposer selected (approx.) September 6, 2016 Council Approval of Contract Award (approx.) September 13, 2016 It is the expectation of the City that services commence by October 1, 2016. 5.0 Proposal Submission Requirements 5.1 Proposal Submission Format The Purchasing Department will not accept oral proposals, or proposals received by telephone, FAX machine, or telegraph. Proposals must be prepared simply and economically, providing a straightforward, concise description of Proposer’s ability to meet all requirements and specifications of this RFP. Emphasis should be focused on focused on completeness, clarity of content and responsiveness to all requirements and specifications of this RFP. The proposal must be submitted in hard copy. Proposer shall submit one original and three copies of the proposal submission, plus four digital copies on USB drive/CD/DVD, to consist of: • Signed cover letter • Detailed statement of qualifications, addressing at a minimum: o Detailed description of experience in providing public sector emergency medical transport billing, collection, reporting and analytical services; o Detailed information on proposer’s philosophy, mission statement and operating procedures, including how Proposer’s operations will support the City’s principals listed in Section 3.2; o Hours of operation and contact information; o Location of base office housing individuals assigned to the City’s account; o Description of any billing and collection industry professional organizations memberships such as ACA International • Detailed description of ability to meet all requirements of this RFP, including at a minimum: o Detailed description of billing and collection process, including information on how RFP requirements will be addressed; o Description of how Proposer’s process differs from competing billing and collection firms; o Detailed description of how the City’s reporting requirements will be met; Page 17 of 72 City of Georgetown EMERGENCY MEDICAL TRANSPORT BILLING AND COLLECTION SERVICES – RFP # 201657 6 o Detailed description of experience and expertise in providing analytical services as detailed in this RFP; o A minimum of three references for clients similar in size and complexity to the City – references must include name and address of client, point of contact, contact information (phone, fax and email), dates of service, and reason for discontinuing service if the client is no longer current; o Detailed description of Proposer’s security and disaster recovery plan/system; and o Proposer’s records retention policy detailing how and where records are stored, OR a statement indicating compliance with all requirements of the State of Texas records retention schedules and policies as administered/managed by the Texas State Library and Archives Commission • Detailed proposal for providing services as detailed in this RFP, including but not limited to: o Detailed transition plan and timeline necessary to migrate billing and collection services from existing contractor; o Description (one page or less) of how proposed services are best suited of all available options to meet all of the City’s requirements; o Revenue projections estimated for FY17 (10/1/2016-9/30/2017) based on the following information as well as Proposer’s familiarity with organizations similar in size, demographics and payer mix: FY17 project call volume: 5000 transports • ALS I: 70% • ALS II: 5% • BLS: 25% Payer mix: • Medicare: 61% • Medicaid: 4% • Commercial: 13% • Private/self-pay: 22% Fee schedule: • Average miles per transport: 8 • ALS/BLS mileage charge: $15/mile • ALS I (resident): $745 • ALS I (non-resident): $845 • ALS II (resident): $765 • ALS II (non-resident): $865 • BLS (resident): $690 Page 18 of 72 City of Georgetown EMERGENCY MEDICAL TRANSPORT BILLING AND COLLECTION SERVICES – RFP # 201657 7 • BLS (non-resident): $790 • Bundled ALS supplies: $100 • Bundles BLS supplies: $50 • Oxygen therapy: $45 Residency • Transports involving local residents: 90% • Transports involving non-residents: 10% Proposer may also provide supplemental marketing or technical materials, to be packaged separately from the proposal. No materials provided by the Proposer will be returned at any time during or following this procurement. 5.2 Proposal Time Stamp The time proposals are received shall be determined by the time clock stamp in the Purchasing Department. Purchasing Department personnel will promptly timestamp submissions as received. Proposers are responsible for insuring that proposals are received and stamped by Purchasing Department personnel by the deadline indicated. 5.3 Proposer Representations and Responsibilities By submitting a proposal in response to this RFP, Proposer represents that it has carefully read and understands all elements of this RFP; has familiarized itself with all federal, state, and local laws, ordinances, and rules and regulations that in any manner may affect the cost, progress, or performance of the contract work; and has full knowledge of the scope, nature, quality and quantity of services to be performed. By submitting a proposal in response to this RFP, the Proposer represents it has not relied exclusively upon any technical details in place or under consideration for implementation by the City, but has supplemented this information through due diligence research and that Proposer sufficiently understands all issues relative to the indicated requirements. The failure or omission of Proposer to receive or examine any form, instrument, addendum, or other documents or to acquaint itself with conditions existing at the site or other details shall in no way relieve Proposer from any obligations with respect to its proposal or to any resulting contract. 5.4 Proposal Withdrawal A proposal may be modified or withdrawn by the Proposer any time prior to the time and date set for the receipt of proposals in accordance with the following guidelines. 1. Proposer shall notify the Purchasing Department in writing of its intention to withdraw a previously submitted proposal. 2. If a change in the proposal is requested, the modification must be worded by the Proposer as to not reveal the original amount of the proposal. 3. Proposals withdrawn and modified must be resubmitted to the Purchasing Department no later than the time and date set for the receipt of proposals. Page 19 of 72 City of Georgetown EMERGENCY MEDICAL TRANSPORT BILLING AND COLLECTION SERVICES – RFP # 201657 8 4. No proposal can be withdrawn after the time set for the receipt of proposals and for a minimum of sixty (60) days thereafter. 5.5 Late Proposals All proposals received in the Purchasing Department on time shall be accepted. All late proposals received by the Purchasing Department shall be returned upon request to the Proposer unopened. Proposals shall be open to public inspection only after award of the contract. 5.6 Proposer Questions Proposers may contact the individual listed in Section 1 with any questions regarding this RFP. Proposers shall not attempt to contact City Council members, the City staff or management directly during the pre- proposal or post proposal period. The City intends to respond to all appropriate questions and concerns; however, the City reserves the right to decline to respond to any question or concern. All material questions/responses, clarifications, modifications and/or interpretations will be incorporated into an addendum which will be publically posted. All addenda issued prior to the due date/time for responses are incorporated into this RFP and must be acknowledged in proposal. Only information provided in written addenda shall be binding – oral or other interpretations shall not be binding and are held without legal effect. 6.0 Proposal Evaluation/Selection Process The City has attempted to provide Proposers with a comprehensive statement of requirements through this RFP for the services. Proposers must provide written proposals presenting Proposer's qualifications and understanding of the work to be performed. Proposers must address each evaluation criteria and be specific in presenting qualifications. Proposals must be as thorough and detailed as possible so that the City may properly evaluate qualifications, capabilities and all details of proposal. Selection may be made of one or more Proposers deemed to be fully qualified and best suited among those submitting proposals. Onsite (or at the City’s discretion, teleconference or videoconference) demonstrations or presentations, as well as client site visits, may be conducted for the Proposers so selected. The City reserves the right to award based on the responses received or to negotiate with any or all of the Proposers so selected. Price shall be considered, but shall not be the sole determining factor. The City may also award to other than the highest ranked proposer in the event the best and final price submitted by Proposer is more than the budget available for the project. The City shall select the Proposer which, in the City’s opinion, has made the proposal most beneficial to the City for award. Should the City determine in writing and in its sole discretion that only one Proposer is fully qualified or that one Proposer is clearly more highly qualified than the others under consideration, a contract may be negotiated and awarded to that Proposer. The City reserves the right to revoke the original recommendation for award and associated contract in the event the recommended Proposer fails to execute a contract within thirty days of notification of selection for award. The award document will be a contract incorporating by reference all the requirements, terms and conditions of the solicitation and the Proposer's proposal as negotiated. For purposes of evaluation, the City may establish, after an initial review of proposals, a competitive range of acceptable or potentially acceptable proposals composed of the highest rated proposals, and defer action on proposals outside of the competitive range pending selection of a successful Proposer; however, the City reserves the right to include additional proposals in the competitive range if deemed to be in the City’s best interest. Page 20 of 72 City of Georgetown EMERGENCY MEDICAL TRANSPORT BILLING AND COLLECTION SERVICES – RFP # 201657 9 The City may permit revision of proposal(s) prior to final selection of a successful Proposer; such revisions, including pricing, shall become binding. Proposers within the competitive range may be provided an opportunity for discussion and revision of its proposal. The City is not obligated to select the Proposer offering the most attractive economic terms if such Proposer is not the most advantageous to the City overall, as solely determined by the City. By submission of a proposal, Proposer acknowledges acceptance of the evaluation process, the evaluation criteria, all specification, terms and conditions and all other requirements and specifications set forth in this RFP, and recognition that some subjective judgments must be made by the City during the process. The City makes no guarantees or representations that any award will be made and reserves the right to cancel this solicitation for any reason. Proposer shall be solely responsible and accept all risk for any costs associated with preparation of a response to this RFP, or subsequent evaluation related activities such as onsite interviews, demonstrations or presentations. 6.1 Evaluation Criteria The City has established specific, weighted criteria for selection. This section presents the evaluation criteria, description, and the relative weight assigned to each (100 points maximum). 6.1.1 Ability to Perform Required Services – 40 points Based on details of proposed solution as well as description of Proposer’s ability, capacity and skills to perform all requirements of the required scope of services, and to implement the proposed solution in a timely manner; • Quality of references • Ability to meet the City’s required schedule as demonstrate in proposed implementation plan; and • Strong working knowledge of billing practices, opportunities and/or challenges in the State of Texas. 6.1.2 Unique Features or Functions of Proposed Solution – 25 points Based on features and/or functions described in proposal which differentiate Proposer from other providers. 6.1.3 Ability to Comply with City’s Required Schedule – 10 points 6.1.4 Quality of References – 10 points 6.1.5 Fees – 10 points The City will evaluate price as an important, but not overriding, factor. 6.1.6 Overall Responsiveness to RFP/Quality of Proposal – 5 points 6.2 Proposal Evaluation Process Each proposal will be reviewed, evaluated, and scored as part of the formal selection process. Each proposal will be reviewed independently based solely on the merits of the proposal. The proposals will then be scored and, if necessary, a short list of Proposers selected for additional evaluation, Proposer presentations, demonstrations, and reference checks Page 21 of 72 City of Georgetown EMERGENCY MEDICAL TRANSPORT BILLING AND COLLECTION SERVICES – RFP # 201657 10 7.0 Instructions to Proposers; General Conditions and Information A. The City is soliciting competitive sealed proposals from Proposers having suitable qualifications and experience in providing services in accordance with all terms, conditions, specifications and requirements of this RFP. This RFP is intended to describe the requirements and response format in sufficient detail to secure comparable proposals. B. The City adheres to all statutes, court decisions and the opinions of the Texas Attorney General with respect to disclosure of public information. C. The City, in its sole discretion, expressly reserves the right to request and/or require any additional information from Proposer(s) deemed relevant with respect to this RFP. Samples of reports may be requested by the City for evaluation purposes. Any sample that fails evaluation process for any reason may be considered sufficient reason to reject a proposal. The City has the sole right to determine if a sample fails to meet specifications. D. Pursuant to Texas Local Government Code Section 262.030, proposals shall be opened so as to avoid disclosure of the contents to competing offers. Details will not be released until all ensuing negotiations have been completed and contractual agreements have been executed. All information submitted on this RFP will be public record. E. All proposals become the property of the City and will not be returned to the Proposer. F. Award of the contract, if any, shall be made to the responsible Proposer whose proposal is determined to be the best evaluated offer from negotiation, taking into consideration the relative importance of price and other evaluation factors set forth in this RFP. All proposals must be valid for a minimum of 120 days from the date of submission. G. The City expressly reserves the right to: i. Waive any defect, irregularity or informality in any proposal; ii. Reject or cancel any or all proposals, or part(s) of any proposal; iii. Accept proposals from one or more Proposers; iv. Procure services by other means; v. Select the acceptable Proposer(s) who will offer contractual terms and conditions most favorable to the City; and/or vi. Modify the specifications of the RFP contract for segments of this RFP, and/or negotiate the price and any other terms with Proposers, as needed. H. Any contract awarded based on this RFP shall be governed by and construed in accordance with the laws of the State of Texas, is fully performable in Georgetown, Texas, and venue for any action related to this contract will be Georgetown, Texas. Page 22 of 72 City of Georgetown EMERGENCY MEDICAL TRANSPORT BILLING AND COLLECTION SERVICES – RFP # 201657 11 I. The implied warranties of merchantability and fitness for a particular purpose shall not be waived under this RFP or any contract awarded from this RFP except as expressly authorized in writing by the City granting the waiver. J. Proposal and, as necessary, all associated documents must be signed by an individual authorized to contractually commit Proposer. K. Proposers must include the following information as a part of proposal. Failure to any information requested in this RFP may result in the disqualification of the proposal. 1. Proposer shall furnish a complete name, mailing address and telephone number. 2. Proposal must designate individual(s), along with respective telephone numbers, responsible for answering technical and contractual questions with respect to proposal. 3. Proposals should not contain promotional or display materials, except as such materials may directly answer, in whole or in part, questions contained in the RFP. Such exhibits shall be clearly marked with the applicable reference number of the questions in the RFP. L. By submission of a response to this RFP, Proposer acknowledges and/or certifies the following: 1. Cost for developing proposals is entirely the responsibility of the Proposer and shall not be chargeable to the City. 2. Requirements stated in the RFP shall become part of any award to successful Proposer(s), and any deviations from these requirements must be specifically defined in proposal, request for clarification and/or counter proposal which, if accepted, shall also become part of any contract resulting from this RFP. The contents of the proposal and any clarification or counter proposal thereto submitted by the successful Proposer shall become part of the contractual obligation and incorporated by reference into the ensuing contract. 3. Products and services not specifically mentioned in this RFP, but which are necessary to provide the functional capabilities described by the Proposer shall be included in the proposal. 4. Proposer may withdraw their proposal by submitting a written request for withdrawal signed by an authorized individual to the Purchasing Manager any time prior to the submission deadline. Proposer may thereafter submit a new proposal prior to the deadline. Modifications offered in any manner will not be considered if submitted after the deadline. 5. Successful Proposer may be required to provide an affidavit that they have not conspired with other potential suppliers in any manner to attempt to control competitive pricing. This paragraph does not, however, preclude two or more suppliers of certain parts of the requirements from presenting a combined or joint proposal for the purpose of providing a complete proposal. 6. Proposer certifies that they are a duly qualified, capable and otherwise bondable business entity not in receivership or contemplating same, and have not filed for bankruptcy. Page 23 of 72 City of Georgetown EMERGENCY MEDICAL TRANSPORT BILLING AND COLLECTION SERVICES – RFP # 201657 12 7. Proposer shall not discriminate against any employee or applicant for employment because of race, religion, sex, sexual preference, color or national origin and shall make efforts to ensure that employment is offered to applicants without regard to race, religion, sexual preference, color and national origin. 8. Proposer, its employees, subcontractors, and agents shall comply with all applicable federal and state laws, the charter and ordinances of the City of Georgetown, Texas, and all applicable rules and regulations promulgated by all local, state, and national boards, bureaus, and agencies. Successful Proposer shall further obtain and maintain all permits and licenses required, if any, for the performance of any services required hereunder. 9. Proposals submitted in accordance with the requirements of this RFP shall be considered offers to contract on the terms contained in the proposals and in this RFP and at the price offered by the successful Proposer. If the City awards a contract to the successful Proposer, such award will constitute an acceptance of that offer and a contract between the City and the successful Proposer embodying the terms of this RFP and the proposal will become effective on the date of such award. 10. Any award under this RFP, or any part of the work to be provided under this RFP, shall not be assignable by Proposer without the express written permission of the City. M. Required Insurance – the minimum insurance requirements will apply to this RFP and any resulting contract: Successful Proposer shall procure and maintain at its sole cost and expense for the duration of any contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by successful Proposer, its agents, representatives, volunteers, employees or subcontractors. Proof of required insurance, or the ability to obtain all required insurance, must be submitted with proposal. The following minimum insurance coverages are required: a. Workers’ Compensation Insurance at statutory limits, including employer’s liability coverage at minimum limits. In addition to these, Proposer must meet each stipulation required by the Texas Workers Compensation Commission; (Note: questions concerning these requirements should be directed to the TWCC at (512) 440-3789). b. Commercial General Liability Insurance at minimum combined single limits of $1,000,000 per occurrence and $3,000,000 aggregate for bodily injury and property damage, which coverage shall include products/completed operations, independent contractors, and contractual liability. Coverage must be written on an occurrence form. c. Auto Liability Insurance shall be no less than $1,000,000 combined single limit each accident for bodily injury and property damage, including owned, non-owned, and hired vehicle coverage. d. Policies shall be endorsed to provide the City of Georgetown a thirty day notice of cancellation, material change in coverage, or non-renewal of coverage. Applicable policies shall also be endorsed to name the City of Georgetown as an additional insured on General Liability and Auto. Page 24 of 72 City of Georgetown EMERGENCY MEDICAL TRANSPORT BILLING AND COLLECTION SERVICES – RFP # 201657 13 e. Waiver of Subrogation in favor of the City with respect to General Liability, Auto and Workers’ Compensation. f. Noncompliance may result in the contract being awarded to the next lowest responsive and responsible Proposer. N. Successful Proposer shall perform the work in accordance with applicable laws, codes, ordinances, and regulations of the state of Texas and the United States and in compliance with Occupational Safety and Health Administration (OSHA) regulations and other laws as they apply to its employees. Successful Proposer shall be responsible for instructing employees with regard to safe working habits. O. Successful Proposer shall be responsible for conducting criminal background checks and verifying employment eligibility on all custodial employees that will have access to City property in accordance with the state and federal laws. P. Identification must be worn or available for display upon request by employees of the successful Proposer while fulfilling duties at City sites. 8.0 Terms and Conditions Proposer must submit a draft standard contract for review with proposal. The City expects the successful Proposer to agree to the standard terms and conditions that would be extended by the City for the purchase of comparable products and services. The City’s standard terms and conditions are attached for reference. These terms and conditions or, in the sole discretion of City, terms and conditions substantially similar, will constitute and govern any agreement resulting from this RFP. If Proposer takes exception to any terms or conditions, Proposer will submit a list of the exceptions as part of its proposal. Proposer’s exceptions will be reviewed by City and may result in disqualification of Proposer’s proposal as non- responsive to this RFP. If Proposer’s exceptions do not result in disqualification of Proposer’s proposal, then City may consider Proposer’s exceptions when City evaluates the Proposer’s proposal. Proposals including conditional clauses, modifications or alterations to the RFP and/or irregularities of any kind are subject to disqualification by the City at the City’s sole discretion. 9.0 Scope of Services This Scope of Services specifies the products and services that the City expects to acquire from the successful Proposer as a result of this solicitation. This Scope of Services outlines minimum requirements for billing, collection, financial and analytical services; responses must detail the proposed manner for meeting all requirements including any optional or additional services or products. The City requires a service provider to implement a comprehensive billing and collection program enhancing cost recovery efforts meeting the following requirements: 9.1 Billing 9.1.1 Receive electronic billing files and other billing related information via connection to secure FTP server. Page 25 of 72 City of Georgetown EMERGENCY MEDICAL TRANSPORT BILLING AND COLLECTION SERVICES – RFP # 201657 14 9.1.2 Provide and support any software tools necessary to extract billing files from the City’s EPCR and create batch files meeting requirements for verification of level of service, individual fees and date of service. 9.1.3 Prepare and distribute invoices in accordance with rates and policies established by the City; in compliance with all applicable laws, rules and regulations including, but not limited to, those relating to Medicare and Medicaid services as administered by the Centers for Medicare and Medicaid Services (CMS); and in compliance with all federal, state and local laws including but not limited to the Fair Debt Collection Practices Act. 9.1.4 Utilize all available resources and databases to obtain billing and insurance information on private pay accounts. 9.1.5 Process initial invoices within three business days of receipt. 9.2 Collections 9.2.1 Process all claims according to timelines defined and agreed upon by the City and the successful Proposer. Claims must be divided into the following categories: a. Medicare b. Medicaid c. Commercial Insurance d. Private Pay 9.2.2 Re-categorize claims appropriately after receipt of payment from the primary payer, and bill any remaining balance in accordance with City policies. 9.2.3 Process denials for Medicare, Medicaid and insurance in accordance with schedule agreed upon by the City and the successful Proposer. 9.2.4 Provide customer service via a toll free phone line maintained by successful Proposer, a minimum of 8AM-5PM CST, Monday through Friday excluding federal holidays. 9.2.5 Deposit all payments into the bank account specified by the City no less than weekly. Funds may be deposited electronically to the bank account specified by the City directly from the successful Proposer, insurance payers, Medicare and/or Medicaid. 9.2.6 Process all refunds and overpayments in a timely manner as agreed upon by the City and the successful Proposer. 9.2.7 Immediately suspend all invoice and/or collection efforts for an account upon receipt of written notice from the City signed by the designated program administrator. 9.2.8 Establish and maintain internal controls to ensure transport billing is in conformance with all applicable laws, rules and regulations, and that transactions are accurate, properly records and executed in accordance with all policies and procedures established by the City and the successful Proposer. The City reserves the right to audit and/or investigate the system of internal controls, and the successful Page 26 of 72 City of Georgetown EMERGENCY MEDICAL TRANSPORT BILLING AND COLLECTION SERVICES – RFP # 201657 15 Proposer must cooperate with any such audit and/or investigation. The City may require the successful Proposer to institute and maintain additional reasonable internal controls for City accounts. 9.3 Reporting Detailed reports must be provided by the successful Proposer to allow monitoring of billing and collection efforts. The following minimum reporting reports shall apply: 9.3.1 Monthly reports showing the following at a minimum: a. All transports billed including date of service, incident number, patient name, origin, destination, service level, mileage and gross charges; b. Aged accounts receivable sorted by categories indicated in Section 9.2.1 and payer; aging broken down by 30 days, 60 days, 90 days and 120 days; the last date of activity on the account; and who the next payment is expected from; c. All payments received; d. All refunds processed during the month; e. All accounts referred back to the City for further referral to a delinquent debt collection services contract or for write off; and f. All account denials sorted by payer, then by reason for denial. 9.3.2 Other reports on an as needed basis as required for monitoring and evaluating the EMS transport program. 9.4 Analytical Services 9.4.1 Provide analysis and expertise in all issues related to EMS transport billing including but not limited to analysis of EMS billing system program performance and analysis of trends. 9.4.2 Meet with GFD at a minimum quarterly to review billing system performance and issues related to EMS transport billing. 9.4.3 Provide quarterly (at a minimum) detailed report addressing strengths, weaknesses, opportunities and threats to the EMS transport billing program, and identifying strategies to capitalize on opportunities and mitigate threats. 9.5 Other Requirements 9.5.1 Provide and support all software required for the EMS transport billing program. 9.5.2 Provide for secure FTP data transfer of batch files from the City’s computer network. 9.5.3 Provide remote computer access to patient account information and reports to authorized City staff during regular business hours. 9.5.4 Provide and maintain a security and disaster recovery plan/system to ensure uninterrupted service and preserve and maintain continuity of data – a copy of the plan must be provided to the City for review with proposal. Page 27 of 72 City of Georgetown EMERGENCY MEDICAL TRANSPORT BILLING AND COLLECTION SERVICES – RFP # 201657 16 9.5.5 Execute a business associate agreement with the City which shall govern the use and disclosure of protected health information in compliance with all applicable federal laws, rules and regulations including but not limited to the Health Insurance Portability and Accountability Act (HIPAA). 9.5.6 Retain records as require by state law and local policy – a copy of the records retention policy detailing how and where records are stored, OR a statement indicating compliance with all requirements of the State of Texas records retention schedules and policies as administered/managed by the Texas State Library and Archives Commission must be included in proposal. Page 28 of 72 City of Georgetown EMERGENCY MEDICAL TRANSPORT BILLING AND COLLECTION SERVICES – RFP # 201657 17 EXHIBIT A EXHIBIT A CITY OF GEORGETOWN Standard Terms and Conditions By acceptance of a purchase order or agreement, or response to a solicitation, Vendor agrees the following terms and conditions, without modification, will govern: I. DEFINITIONS The following definitions shall be used to identify terms throughout procurement documents: A. AGREEMENT/CONTRACT – A mutually binding legal document obligating the Vendor to furnish the goods, equipment or services specified within the solicitation and obligating the City to pay for the goods, equipment, or services specified. . B. BID/PROPOSAL /RESPONSE/OFFER/QUOTATION– A complete, properly signed response to a solicitation that, if accepted, would bind the Respondent to perform the resulting contract. C. BIDDER/PROPOSER/RESPONDENT/OFFERER – The Respondent identified throughout the solicitation that they consider themselves qualified to provide the goods, equipment or services specified herein, and are interested in making an offer to provide the goods, equipment or services to the City. D. CITY – The City of Georgetown, located in Williamson County, Texas. E. GOODS –Materials, supplies, commodities and/or equipment. F. PIGGYBACK CONTRACT – A contract or agreement that has been competitively bid in accordance with State of Texas statutes, rules, policies and procedures and has been extended for the use of state and local agencies and active State of Texas CO-OP entities. G. PURCHASE ORDER – An order placed by the City for the purchase of goods or services issued on the City’s standard purchase order form and which, when accepted by the Vendor, becomes a contract. The purchase order is the Vendor’s authority to deliver and invoice the City for goods or services specified, and the City’s commitment to accept the goods or services for an agreed upon price. H. SERVICES – Work performed to meet the requirements and demand of the purchase order. The furnishing of labor, time, or effort by the Vendor and their ability to comply with promised delivery dates, specification and technical assistance specified. I. SOLICITATION/INVITATION TO BID/REQUEST FOR PROPOSALS/REQUEST FOR QUOTES – The solicitation document issued by the City containing terms, conditions and specifications for the service or commodity to be procured. J. SUBCONTRACTOR – Any person or business enterprise providing goods, labor, and/or services to a Vendor if such goods, equipment, labor, and/or services are procured or used in fulfillment of the Vendor’s obligations arising from a contract with the City. K. VENDOR/CONTRACTOR – Person or business enterprise providing goods, equipment, labor and/or services to the City as fulfillment of obligations arising from an agreement or purchase order. II. SOLICITATIONS A. CONFLICT OF INTEREST: Effective January 1, 2006, Chapter 176 of the Texas Local Government Code (HB 914) requires an entity contracting or seeking to contract for the sale or purchase of property, goods, or services with a local governmental entity to disclose any affiliation or business relationship which might create a conflict of interest with a local government entity. The Conflict of Interest Questionnaire is available from the Texas Ethics Commission at www.ethics.state.tx.us, and completed forms must be submitted to the appropriate records administrator of the City not later than the seventh business day after the date the entity begins contract discussions or negotiations with the local governmental entity, or submits to the local governmental entity an application, response to a Request for Proposals or Bids, correspondence, or another writing related to a potential Agreement with the local governmental entity. If responding to a Solicitation, the Conflict of Interest Form may be submitted with the Response. The completed forms may be mailed or hand delivered to the City Secretary at the following address: The City of Georgetown, Office of the City Secretary, City Hall, 113 East 8th Street, Georgetown, TX 78626. This legislation is subject to change and each entity should consult its own attorney regarding the current law. Any attempt to intentionally or unintentionally conceal a conflict of interest may result in disqualification of any response to a solicitation. The validity of the Contract is not affected solely because of failure to comply with the conflict of interest disclosure requirements. B. COMMUNICATIONS WITH THE CITY: To insure the proper and fair evaluation of a Solicitation, the City prohibits ex parte communication (e.g., unsolicited) initiated by the Offeror to the City Official or Employee evaluating or considering the Responses prior to the time an award has been made. Communication between Offeror and the City will be initiated by the appropriate City Official or Employee Page 29 of 72 City of Georgetown EMERGENCY MEDICAL TRANSPORT BILLING AND COLLECTION SERVICES – RFP # 201657 18 in order to obtain information or clarification needed to develop a proper and accurate evaluation of the Solicitation. Ex parte communication may be grounds for disqualifying the offending Offeror from consideration or award of the Solicitation then in evaluation, or any future Solicitation. Unless otherwise specified, all requests for clarification or questions regarding a Solicitation must be directed to the City of Georgetown Purchasing Department, Attn.: Purchasing Manager, PO Box 409, 300-1 Industrial Avenue, Georgetown, TX 78627, 512-930-3647, FAX: 512-930-9027, purchasing@georgetown.org. C. DISCLOSURE OF PENDING LITIGATION: Each Respondent shall include in its proposal a complete disclosure of any material civil or criminal litigation or pending investigation which involves the Respondent or in which the Respondent has been judged guilty. D. CONFIDENTIALITY OF RESPONSES, PUBLIC INFORMATION ACT: All Responses are subject to release as public information unless the Response or specific parts of the Response can be shown to be exempt from the Texas Public Information Act. Respondents are advised to consult with their legal counsel regarding disclosure issues and take the appropriate precautions to safeguard trade secrets or any other proprietary information. The City assumes no obligation or responsibility for asserting legal arguments on behalf of potential Respondents. If a Respondent believes that a Response or parts of a Response are confidential, then the Respondent shall so specify. The Respondent shall stamp in bold red letters the term "CONFIDENTIAL" on that part of the Response, which the Respondent believes to be confidential. Vague and general claims as to confidentiality shall not be accepted. All Responses and parts of Responses that are not marked as confidential will be automatically considered public information. Notwithstanding, responses to Requests for Proposals shall be opened in a manner that avoids disclosure of the contents to competing offeror and keeps the proposals secret during negotiations as provided for in Section 252.049 of the Local Government Code. E. CLARIFICATIONS, WAIVER OF MINOR TECHNICALITIES OR DISCREPANCIES: The City reserves the right to request clarification or additional information specific to any response after all Responses have been received and the Solicitation due date has passed. Additionally, the City reserves the right to accept or reject all or part of any Response, waive any formalities or technical inconsistencies, delete any requirement or specification from the Solicitation, or terminate the Solicitation when deemed to be in City’s best interest. F. COST OF PREPARATION OF RESPONSE: All costs directly or indirectly related to preparation of a Response to this Solicitation or any oral presentation required to supplement and/or clarify a Response which may be required by the City shall be the sole responsibility of the Respondent. G. RESPONSES BECOME PROPERTY OF THE CITY: Submissions received in response to a Solicitation become the sole property of the City. H. WITHDRAWAL OF A RESPONSE: A Response may be withdrawn prior to the submission deadline by submitting a written request for its withdrawal to the Purchasing Manager. A new Response may be submitted and must be received prior to the submission deadline to be considered. Modifications offered in any manner will not be considered if submitted after the submission deadline. I. DETERMINATION OF AWARD, RESULTING AGREEMENT: In determining award, the City reserves the right to select the acceptable Respondent who will offer contractual terms and conditions most favorable to the City. All requirements stated in the Solicitation shall become a part of any Contract, Agreement or Purchase Order awarded as a result of the Solicitation, and any deviations from these requirements must be specifically stated and defined by the Respondent in their Response. Requests for clarification and the responses(s) shall also become a part of any Contract, Agreement or Purchase Order resulting from the Solicitation. J. AFFIRMATIONS AND CERTIFICATIONS: By signature on and submission of a Response, Respondent certifies they have not conspired with any other potential supplier in any manner to attempt to control competitive pricing. By signature on and submission of a Response, Respondent certifies they are duly qualified, capable and a bondable business entity not in receivership or contemplating same, and has not filed for bankruptcy. By signature on and submission of a Response, Respondent affirms that they will not discriminate against any employee or applicant as prohibited by law. K. REQUIREMENTS FOR SUBMISSION OF RESPONSE: 1. All Responses must be submitted on the form provided by the City, and accompanied by all required attachments. Each Response shall be placed in a separate envelope and properly identified with Solicitation Number and Opening Date. Responses must be time-stamped at the Purchasing Department, 300-1 Industrial Avenue, PO Box 409, Georgetown, TX 78626, on or before due date and time shown on the Solicitation form. Late Responses will not be considered. 2. If applicable, Respondent will show exact cost to deliver. Responses must specify unit price on the quantity specified, extend and show total. Unit prices shall govern, including in case of errors. Pricing will be considered firm for acceptance for a minimum of 60 days after the due date unless otherwise specified in the Solicitation. The validity period may be extended beyond that date on agreement of parties. Cash discounts will not be considered in determining award; all cash discounts offered will be taken if earned. Respondent will list and deduct all discounts not based on early payment from prices quoted. 3. The City is exempt from all federal excise, state and local taxes unless otherwise stated. The City claims exemption from under Texas Tax Code §151.309, as amended. Texas Limited Sales Tax Exemption Certificates will be furnished upon request. Do not include taxes in Response to any Solicitation. Page 30 of 72 City of Georgetown EMERGENCY MEDICAL TRANSPORT BILLING AND COLLECTION SERVICES – RFP # 201657 19 4. Unless stated otherwise, any catalog, brand name or manufacturer's reference used in the Solicitation is descriptive (not restrictive), and is used to indicate type and quality desired. Responses on brands of like nature and quality will be considered. If quoting on other than referenced specifications, the Response MUST show manufacturer brand or trade name and description of product offered. Illustrations and complete descriptions of product offered should be made part of the Response. If Respondent does not identify exceptions to the specifications shown in this Invitation, Respondent will be required to furnish brand names, numbers, etc., as shown in the Solicitation. 5. Response must show the number of days required to deliver items or provide services to the City’s designated location under normal conditions. Unrealistically short or long delivery promises may cause Response to be disregarded. Failure to state delivery time obligates Respondent to complete delivery in 14 calendar days. III. PURCHASE ORDERS A. GENERAL TERMS AND CONDITIONS 1. ACCEPTANCE: A Purchase Order is the City’s commitment to make procurement and is subject to Vendor’s acceptance of the City’s terms and conditions 2. ABSENCES OF PURCHASE ORDER OR AGREEMENT: The City is not responsible for delivery of any materials or services without a proper Purchase Order 3. VENDOR’S OBLIGATIONS: The Vendor shall fully and timely provide all deliverables described in the Solicitation and in the Vendor’s Offer in strict accordance with the terms, covenants, and conditions of the Agreement and all applicable Federal, State, and local laws, rules, and regulations. 4. EFFECTIVE DATE/TERM: Unless otherwise specified in the Solicitation, this Agreement shall be effective as of the date the City issues and signs the Purchase Order, and shall continue in effect until all obligations are performed in accordance with the Agreement. 5. SUBCONTRACTORS: If the Vendor utilizes Subcontractors in providing the goods and/or services under this Purchase Order, the Vendor shall be fully responsible to the City for all acts and omissions of the Subcontractors just as the Vendor is responsible for the Vendor’s own acts and omissions. The Vendor shall: a. Require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the provisions, specifications and terms of the Agreement; b. Prohibit the Subcontractor from further subcontracting any portion of the Agreement without the prior written consent of the City and the Vendor. The City may require, as a condition to such further subcontracting, that the Subcontractor post a payment bond in form, substance and amount acceptable to the City; c. Require Subcontractors to submit all invoices and applications for payments, including any claims for additional payments, damages or otherwise, to the Vendor in sufficient time to enable the Vendor to include same with its invoice or application for payment to the City in accordance with the terms of the Agreement; d. Require that all Subcontractors obtain and maintain, throughout the term of their contract, insurance in the type and amounts specified for the Vendor, with the City being a named insured as its interest shall appear; e. Require that the Subcontractor indemnify and hold the City harmless to the same extent as the Contractor is required to indemnify the City; and f. Shall pay each Subcontractor its appropriate share of payments made to the Vendor not later than ten (10) calendar days after receipt of payment from the City. 6. DELAYS: The City may delay scheduled delivery or other due dates by written notice to the Vendor if the City deems it is in its best interest. If such delay causes an increase in the cost of the work under the Agreement, the City and the Vendor shall negotiate an equitable adjustment for costs incurred by the Vendor in the Agreement price and execute an amendment to the Agreement. The Vendor must assert its right to an adjustment within ten (10) calendar days from the date of receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the Dispute Resolution Process specified in Section Z. However, nothing in this provision shall excuse the Vendor from delaying the delivery as notified. 7. FORCE MAJEURE: Neither party shall be liable for any default or delay in the performance of its obligations under this Agreement if, while and to the extent such default or delay is caused by acts of God, fire, riots, civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond reasonable control. In the event of default or delay in performance due to any of the foregoing causes, then the time for completion of the services will be extended; provided, however, in such an event, a conference will be held within three (3) business days to establish a mutually agreeable period of time reasonably necessary to overcome the effect of such failure to perform. Page 31 of 72 City of Georgetown EMERGENCY MEDICAL TRANSPORT BILLING AND COLLECTION SERVICES – RFP # 201657 20 8. INSURANCE REQUIREMENTS: Unless specific insurance requirements are noted, Vendor shall maintain insurance coverage appropriate for the fulfillment of the Purchase Order. In the event the Vendor, its employees, agents or subcontractors enter premises occupied by or under the control of the City, the Vendor agrees to maintain public liability and property damage insurance in reasonable limits covering the obligations set forth in this Purchase Order, and will maintain Workers’ Compensation coverage (either by insurance or if qualified pursuant to law, through a self-insurance program) covering all employees performing on premises occupied by or under control of the City. Upon request, Vendor shall provide a copy of its insurance policies to the City. 9. EXCEPTIONS TO SPECIFICATIONS: Any deviation from the specifications must be clearly indicated in the Response to the Solicitation or promptly documented in writing at or before the time of the award. Any deviations or exceptions are subject to review by the City and may be grounds for rejection. 10. TRAVEL EXPENSES: All travel, lodging and/or per diem expenses associated with providing the materials, equipment or services specified must be included in the original Quotation and/or the resulting Purchase Order or Agreement. All travel expenses are subject to review by the City and documentation of actual itemized expenses may be requested. No reimbursement will be made without prior authorization, or for expenses not actually incurred. Airline fares in excess of coach or economy will not be reimbursed. 11. HUB REQUIREMENTS: The City complies with the requirements of the State of Texas Local Government Code, Chapter 252, Section 252.0215. 12. SPECIAL TOOLS AND EQUIPMENT: If the price stated in the Offer includes the cost of any special tooling or special test equipment fabricated or required by the Vendor to fulfill the Agreement, such special tooling and/or equipment and all process sheets associated thereto shall become the property of the City and shall be identified by the Vendor as such. B. SERVICES 1. PLACE AND CONDITIONS OF WORK, ACCESS TO SITE: If Services are to be performed principally on the City’s premises or in public rights of way, the City shall provide the Vendor access to the sites where the Vendor is to perform the Services as required in order for the Vendor to perform in a timely and efficient manner, in accordance with and subject to applicable security laws, rules and regulations. The Vendor acknowledges that it has satisfied itself as to the nature of the City’s service requirements and specifications, the location and essential characteristics of the work sites, the quality and quantity of the materials, equipment, labor and facilities necessary to perform the Services and any other conditions or states of fact which could, in any way, affect performance of the Vendor’s obligations under the Agreement. The Vendor shall promptly notify the City if the actual site or service conditions differ from the expected conditions and failing to do so, hereby releases and holds the City harmless from and against any liability or claim for damages of any kind or nature. 2. VENDOR TO PROVIDE ALL MATERIAL, EQUIPMENT, LABOR: Vendor shall provide all goods and labor necessary to perform Services. All material must be new and all equipment utilized must be in good safe working condition and suitable for Services. Vendor shall employ all personnel for Services in accordance with the requirements of applicable local, state, and federal law. 3. WORKFORCE: If Services are to be performed principally on the City’s premises or on public right-of-ways: a. Vendor shall employee only orderly and competent workers, skilled in the performance of the Services which they will perform under the Agreement. b. Vendor, its employees, subcontractors and subcontractor’s employees while engaged in participating in a Solicitation or while in the course and scope of delivering goods and services under City Purchase Order or Agreement may not: i. use or possess a firearm, including a concealed handgun that is licensed under state law, except as required by the terms of the Agreement; or ii. use or posses alcoholic or other intoxicating beverages, illegal drugs or controlled substances, nor may such workers be intoxicated or under the influence of alcohol or drugs while on the job. c. If the City or the City’s representative notifies the Vendor that any work is incompetent, disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Vendor shall immediately remove such worker from Agreement Services and may not employ such worker again on Agreement Services without the City’s prior consent. 4. COMPLIANCE WITH ALL SAFETY AND ENVIRONMENTAL REQUIREMENTS: If Services are to be performed principally on the City’s premises or on public rights of way, the Vendor, its subcontractors and their respective employees, shall comply fully with all applicable federal, state and local health, safety and environmental laws, ordinances, rules and regulations in the performance of the Services, including but not limited to those promulgated with the City and the Occupational Safety and Health Administration (OSHA). In the case of conflict, the most stringent safety requirement shall govern. The Vendor shall defend, indemnify and hold the City harmless from and against all claims, demands, suits, actions, judgments, fines, penalties and liabilities of any kind or nature arising from the breach of the Vendor’s obligations under this paragraph. Page 32 of 72 City of Georgetown EMERGENCY MEDICAL TRANSPORT BILLING AND COLLECTION SERVICES – RFP # 201657 21 5. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event the Vendor is observed performing in a manner that is in violation of Federal, State or local guidelines, or in a manner that is determined by the City to be unsafe to either life or property. Upon notification, the Vendor shall cease all work until notified by the City that the violation or unsafe condition has been corrected. The Vendor shall be liable for all costs incurred by the City as a result of the issuance of such Stop Work Notice. 6. WARRANTY OF SERVICES: Vendor warrants and represents that all Services to be provided to the City under the Agreement will be fully and timely performed in good and workmanlike manner in accordance with generally accepted industry standards and practices, the terms, conditions and covenants of the Agreement and all applicable Federal, State and local laws, rules or regulations. This warranty may not be limited, excluded or disclaimed and any attempt to do so will be without force or effect. Unless otherwise specified, the warranty period shall be a minimum of one year from acceptance by the City of Services. In the event any applicable warranty is breached, the Vendor shall promptly upon receipt of demand of performance, perform the Services again in accordance with the above standard at no additional costs to the City. All costs incidental to such additional performance shall be borne solely by the Vendor. The City shall endeavor to give the Vendor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach of warranty, but failure to give timely notice shall not impair the City’s rights under this section. In the event the Vendor is unable or unwilling to perform the Services in accordance with the above standards as required by the City, then in addition to any other available remedy, the City may reduce the amount of Services originally required to purchase from the Vendor under the Agreement and procure conforming Services from other sources. In such event, the Vendor shall pay the City upon demand the increased cost, if any, incurred by the city to procure such services from an alternative source. C. COMMODITIES/EQUIPMENT 1. MATERIAL SAFETY DATA SHEETS: Under the “Hazardous Communication Act,” commonly known as the “Texas Right to Know Act,” a Vendor must provide to the City WITH EACH DELIVERY Material Safety Data Sheets, which are applicable to hazardous substances as defined in the Act. 2. GOODS: Goods furnished shall be the latest improved model in current production, as offered to commercial trade, and shall be of quality workmanship and material. The Vendor represents that all goods and equipment offered shall be new. Unless otherwise specified, used, shopworn, demonstrator, prototype or discontinued models are not acceptable. 3. PACKAGING OF DELIVERABLES: Vendor must package deliverables in accordance with good commercial practice and shall include a packing list showing the description of each item, the quantity and the unit price. Unless otherwise provided in writing by the City, each shipping container shall be clearly and permanently marked with the Vendor’s name and address, and the City’s name, address and Purchase Order number. Vendor shall bear all costs of packaging. Deliverables must be suitably packed to secure lowest transportation cost, conform with requirements of common carriers and ensure safe delivery. The City’s count or weight shall be final and conclusive on shipments not accompanied by packing lists. 4. WARRANTY: The goods or equipment specified shall be warranted against defects in material or workmanship for a period of not less than twelve (12) months from date of acceptance by the City. If the manufacturer’s warranty exceeds twelve (12) months, then the manufacturer’s warranty shall be in effect. Vendor shall furnish a copy of the manufacturer’s warranty at the time of delivery. 5. NO LIMITATION OF MANUFACTURERS’ WARRANTIES: Vendor may no limit, exclude or disclaim any warranty provided by manufacturer. D. DELIVERY 1. DELIVERY TERMS, TRANSPORTATION CHARGES, FOB: Deliverables shall be shipped FOB point of delivery unless otherwise specified on the Purchase Order or in the Solicitation. The Vendor’s price shall be deemed to include all delivery and transportation charges. The City shall have the right to designate what method of transportation shall be used to ship deliverables. The place of delivery shall be specified in the Purchase Order. 2. NO SUBSTITUTIONS OR CANCELLATIONS: Unless specifically permitted in writing by the City, no substitutions or cancellations shall be acceptable. 3. NOTICE OF DELAY IN DELIVERY: If a delay in delivery is anticipated, Vendor shall give written notice to the City. The City has the right to extend the delivery time/service date, or to cancel the Purchase Order or Agreement. Vendor shall keep the City advised at all times of the status of the order. Default in promised delivery, service or failure to meet specifications authorizes the City to procure the goods or services from an alternate source and charge the full increase, if any, in cost and handling to defaulting Vendor. Default on delivery may result in legal action and recourse. 4. DELIVERY LOCATION, HOURS, DAYS, HOLIDAYS: Unless otherwise specified, all deliveries must be made to City of Georgetown, Central Receiving, 300-1 Industrial Avenue, Georgetown, TX, between the hours of 8AM and 4PM (CST), Monday through Friday except regularly Page 33 of 72 City of Georgetown EMERGENCY MEDICAL TRANSPORT BILLING AND COLLECTION SERVICES – RFP # 201657 22 observed state and federal holidays (see http://georgetown.org/contact-us/holiday-schedule/ for schedule). Receipt of goods or materials does not signify acceptance. 5. NO SHIPMENT UNDER RESERVATION: Vendor is not authorized to ship deliverables under reservation and no tender of bill of lading will operate as a tender of deliverables. 6. TITLE/RISK OF LOSS: Title to and risk of loss of the deliverables shall pass to the City only when the City actually receives and accepts the deliverables (no delivery, no sale). 7. RIGHT OF INSPECTION AND REJECTION: The City expressly reserves all rights under law, including but not limited to, the Uniform Commercial Code, to inspect the deliverables at delivery or at a reasonable time subsequent to delivery, and to reject defective or non- conforming deliverables. If the City has the right to inspect the Vendor’s or the Vendor’s subcontractors facilities, or the deliverables at the Vendor’s or the Vendor’s subcontractors premises, the Vendor shall furnish or shall cause to be furnished without additional charge all reasonable facilities and assistance to the City to facilitate such inspection. 8. ACCEPTANCE OF INCOMPLETE OR NON-CONFORMING GOODS: If, instead of requiring immediate correction or removal and replacement of defective or non-conforming deliverables, the City prefers to accept such deliverables, the City may do so. The Vendor shall pay all claims, losses and damages attributable to the City’s evaluation of and determination to accept such defective or non-conforming deliverables. If any such acceptance occurs prior to final payment, the City may deduct such amounts as are necessary to compensate the City for the diminished value of the defective or non-conforming deliverables. If discovery that the deliverables are defective or non-conforming occurs after final payment, Vendor may be required to refund such amounts to the City. E. PAYMENT 1. TAX EXEMPT STATUS: The City is exempt from all federal excise, state and local taxes unless otherwise stated in this document. The City claims exemption from all sales and/or use taxes under Texas Tax Code §151.309, as amended. Texas Limited Sales Tax Exemption Certificates are furnished upon request. Vendor will not charge for such taxes. If billed, the City will not remit payment until a corrected invoice is received. 2. INVOICING REQUIREMENTS: Unless otherwise specified, all invoices shall be submitted to City of Georgetown, Accounts Payable, PO Box 409, Georgetown, TX 78627, and issued as required by the Purchase Order or Agreement. Each invoice must reference the unique Purchase Order number, and include the Vendor’s complete name and remit to address. If applicable, transportation and delivery charges must be itemized on the each invoice. A copy of the bill of lading and the freight waybill must be submitted with the invoice if applicable. Invoices for labor must include a copy of all time sheets with labor rate and Purchase Order or Agreement number clearly identified. Invoices for labor shall also include a tabulation of hours worked at the appropriate rates and grouped by work order number, if applicable. Time billed for labor shall be limited to hours actually worked at the work site. 3. PAYMENT TERMS: All payments will be processed in accordance with Texas Prompt Payment Act, Texas Government Code, Subtitle F, Chapter 2251. The City will pay Vendor within thirty days after acceptance of goods, supplies, materials, equipment or the day of performance of services was completed, or the day of receipt of a correct invoice for goods, supplies, materials, equipment or services, whichever is later. The Vendor may charge a late fee (fee shall not be greater than that permitted under the Texas Prompt Payment Act) for payments not made in accordance with this prompt payment policy; however, the policy does not apply to payments made by the City in the event: (a) there is a bona fide dispute between the City and Vendor concerning the goods, supplies, materials, equipment delivered, or the services performed, that causes the payment to be late; (b) the terms of a federal agreement, grant, regulation or statute prevents the City from making a timely payment with Federal funds; (c) there is a bona fide dispute between the Vendor and a subcontractor and its suppliers concerning goods, supplies, material or equipment delivered, or the services performed, which caused the payment to be late; or (d) the invoice is not mailed to the City in strict accordance with instructions on the Purchase Order or Agreement, or other such contractual agreement. 4. RIGHT TO AUDIT: The Vendor agrees that the representatives of the City shall have access to, and the rights to audit, examine, or reproduce, any and all records of the Vendor related to the performance under this Agreement. The Vendor shall retain all such records for a period of four (4) years after final payment on this Agreement or until all audit and litigation matters that the City has brought to the attention of the Vendor are resolved, whichever is longer. The Vendor agrees to refund to the City any overpayments disclosed by any such audit. 5. FIRM PRICING: The price shall remain firm for the duration of the Purchase Order or Contract, or extension periods. No separate line item charges shall be permitted for either bidding or invoice purposes, which shall include equipment rental, demurrage, fuel surcharges, delivery charges, and cost associated with obtaining permits or any other extraneous charges. Vendor further certifies that the prices in the Offer have been arrived at independently without consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with any other firm or with any competitor. Page 34 of 72 City of Georgetown EMERGENCY MEDICAL TRANSPORT BILLING AND COLLECTION SERVICES – RFP # 201657 23 6. PRICE WARRANTY: The Vendor warrants the prices quoted are not materially higher than the Vendors current prices on orders by others for like deliverables under similar terms of purchase. In addition to any other remedy available, the City may deduct from any amounts owed to the Vendor, or otherwise recover, any amounts paid for items materially in excess of the Vendor’s current prices on orders by others for like deliverables under similar terms of purchase. 7. VENDOR OWING TAXES OR FEES TO THE CITY: Payment will not be made to any person, firm or in arrears in taxes or fees to the City. IV. TERMS, CONDITIONS AND ADDITIONAL REQUIREMENTS A. VENDOR’S OBLIGATION: Vendor shall fully and timely provide all deliverables described in Solicitation, Vendor’s Offer in strict accordance with the terms, covenants and conditions of the Agreement and all applicable federal, state and local laws, rules and regulations. B. DEFAULT: Vendor shall be in default under the Agreement if the Vendor (a) fails to fully, timely and faithfully perform any of its material obligations under the Agreement, (b) becomes insolvent or seeks relief under the bankruptcy laws of the United States or (c) makes a material misrepresentation in Vendor’s Offer, or in any report or deliverable required to be submitted by Vendor to the City. C. ABANDONMENT OR DEFAULT: A Vendor who abandons or defaults the work on the Agreement and causes the City to purchase the services elsewhere may be charged the difference in service if any and may not be considered in the re-advertisement of the service and may be rejected as an irresponsible bidder and not considered in future Solicitations for the same type of service unless the scope of work is significantly modified. D. TERMINATION/CANCELLATION: 1. TERMINATION FOR CAUSE: In the event of default by the Vendor, the City shall have the right to terminate the Agreement for cause, by written notice effective ten (10) calendar days, unless otherwise specified, after the date of such notice, unless the Vendor, within such ten (10) day period cures such default, or provides evidence sufficient to prove to the City’s satisfaction that such default does not, in fact, exist. In addition to any other remedies available under law or in equity, the City shall be entitled to recover all actual damages, costs, losses and expenses incurred by the City as a result of the Vendor’s default, including without limitation, cost of cover, reasonable attorneys’ fees, court costs and prejudgment and post-judgment interest at the maximum lawful rate. Additionally, in the event of default by the Vendor, the City may remove the Vendor from the City’s Vendor List and any Offer submitted by the Vendor may be disqualified for up to three (3) years. All rights and remedies under the Agreement are cumulative and not exclusive of any other right or remedy provided by law. 2. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the Agreement, in whole or in part, without cause any time upon thirty (30) calendar days’ prior written notice. Upon receipt of a notice of termination, the Vendor shall promptly cease all further work pursuant to the Agreement, with such exceptions, if any, specified in the notice of termination. The City shall pay the Vendor, to the extent of funds appropriated or otherwise legally available for such purposes, for all goods delivered and services performed and obligations incurred prior to the date of termination in accordance with the terms hereof. 3. NON-APPROPRIATION: The resulting Agreement is a commitment of the City’s current revenues only. It is understood and agreed that the City shall have the right to terminate the Agreement at the end of any City fiscal year (September 30th) if the governing body of the City does not appropriate funds sufficient to purchase the estimated yearly quantities, as determined by the City’s budget for the fiscal year in question. The City may effect such termination by giving the Vendor a written notice of termination at the end of its then current fiscal year. 4. CANCELLATION: The City reserves the right to cancel the Agreement for default all or any part of the delivered portion of the deliverables if the Vendor breaches any term hereof including warranties, or becomes insolvent or commits acts of bankruptcy. Such right of cancellation is in addition to and not in lieu of any remedies which the City may have in law or in equity. E. FRAUD: Fraudulent statements by the Vendor on any Offer or in any report or deliverable required to be submitted by the Vendor to the city shall be grounds for termination of the Agreement for cause by the City and may result in legal action. F. INDEMNITY: VENDOR SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES FROM AND AGAINST ANY AND ALL SUITS, ACTIONS, LEGAL PROCEEDINGS, CAUSES OF ACTION, CLAIMS, DEMANDS, DAMAGES, JUDGMENTS, LOSSES, LIENS, COSTS, EXPENSES, ATTORNEYS’ FEES AND ANY AND ALL OTHER COSTS, FEES AND/OR CLAIMS OF ANY KIND OR DESCRIPTION ARISING OUT OF, IN CONNECTION WITH OR RESULTING FROM THE AGREEMENT OR THE GOODS OR SERVICES PROVIDED UNDER THE AGREEMENT. IF THE VENDOR AND THE CITY ARE CONCURRENTLY NEGLIGENT, EACH PARTY’S LIABILITY SHALL BE LIMITED TO THAT PORTION OF NEGLIGENCE ATTRIBUTABLE TO IT AS DETERMINED UNDER THE APPLICABLE PROPORTIONATE RESPONSIBILITY RULES OF THE STATE OF TEXAS. Page 35 of 72 City of Georgetown EMERGENCY MEDICAL TRANSPORT BILLING AND COLLECTION SERVICES – RFP # 201657 24 G. LIABILITY: Any person, firm or corporation performing services pursuant to this Agreement or Purchase Order shall be liable for all damages incurred while in the performance of such services. Vendor assumes full responsibility for the work to be performed hereunder and hereby releases, relinquishes, and discharges the City, its officers, agents and employees from all claims, demands and causes of action of any nature including the cost of defense thereof, for any injury to, including death of, any person whether that person be a third party, supplier or an employee of either of the parties hereto, and any loss of or damage to property, whether the same be that of either of the parties, caused by or alleged to have been caused by, arising out of or in connection with the issuance of the Agreement or Purchase Order to the Vendor and the negligence of the Vendor, whether or not said claims, demands and causes of action in whole or in part are covered by insurance. Certificates of insurance may be required for, but not limited to, Commercial General Liability, Business Auto Liability, Workers Compensation and Professional Liability Insurance. H. INFRINGEMENT: Vendor represents and warrants to the City that: (a) Vendor shall provide the City good and indefeasible title to the deliverables and (b) the deliverables supplied by the Vendor in accordance with the specifications of the Agreement shall not infringe, directly or contributory, any patent, trademark, copyright, trade secret or any other intellectual property right of any kind of any third party; that no claims have been made by an person or entity with respect to the ownership or operation of the deliverables and the Vendor does not know of any basis for any such claims. Vendor shall, at its sole expense, defend, indemnify and hold the City harmless from and against all liability, damages and costs (including court costs and reasonable fees of attorneys and other professionals) arising out of or resulting from: (a) any claim that the City’s exercise anywhere in the world of the rights associated with the City’s ownership, and if applicable, license rights, and its use of the deliverable infringes the intellectual property rights of any third party; or (b) Vendor’s breach of any of the Vendor’s representations or warranties stated in this Agreement. In the event of any such claim, the City shall have the right to monitor such claim or, at its option, engage its own separate counsel to act as co-counsel on the City’s behalf. Further, Vendor agrees that the City’s specifications regarding the deliverables shall in no way diminish Vendor’s warranties or obligations under the Section, and the City makes no warranty that the products, development or delivery of such deliverables will not impact such warranties of Vendor. I. DAMAGE TO CITY PROPERTY: Vendor shall be responsible for any and all damage to the City’s equipment and/or property, the workplace and its contents, by its work, negligence in work, its personnel and equipment. Vendor shall be responsible and liable for the safety, injury and health of its working personnel while its employees are performing service work. J. OVERCHARGES: Vendor hereby assigns to the City any and all claims for overcharges associated with this Agreement which arise under the antitrust laws of the United States, 15 USCA Section 1 et seq., and/or which arise under the antitrust laws of the State of Texas, Business and Commerce Code Ann., Section 15.01, et seq. K. CONFIDENTIALITY: In order to provide the deliverables to the City, Vendor may require access to certain of the City’s and/or its licensors’ confidential information (including, but not limited to, inventions, employee information, trade secrets, confidential know-how, confidential business information and other information which the City or its licensors consider confidential)(collectively, “Confidential Information”). Vendor acknowledges and agrees that the Confidential Information is the valuable property of the City and/or its licensors, and any unauthorized use, disclosure, dissemination or other release of the Confidential Information will substantially injure the City and/or its licensors. The Vendor (including its employees, subcontractors, agents or representatives) agrees that it will maintain the Confidential Information in strict confident and shall not disclose, disseminate, copy, divulge, recreate or otherwise use the Confidential Information without the prior written consent of the City, or in a manner not expressly permitted under this Agreement, unless the Confidential Information is required to be disclosed by law or as a result of an order of any court or other governmental authority with proper jurisdiction, provided the Vendor promptly notifies the City prior to disclosing such information so as to permit the City reasonable time to seek an appropriate protective order. The Vendor agrees to use protective measures no less stringent than the Vendor uses within its own business to protect its own most valuable information, which protective measures shall under all circumstances be at least reasonable measures to ensure the continued confidentiality of the Confidential Information. L. CODES, PERMITS, LICENSES: Vendor shall comply with all federal, state and local standards, codes and ordinances and the terms and conditions of the services of the electric utility, as well as other authorities that have jurisdiction pertaining to equipment and materials used and their application. None of the terms or provisions of the specification shall be construed as waiving any rules, regulations or requirements of these authorities. Vendor shall be responsible for obtaining all necessary permits, certificates and/or licenses to fulfill contractual obligations to the City. M. ADVERTISING/PUBLICITY: Vendor shall not advertise or otherwise publicize, without the City’s prior written consent, the fact that the City has entered into the Agreement, except to the extent required by applicable law. N. INDEPENDENT CONTRACTOR: The Agreement shall not be construed as creating an employer/employee relationship, a partnership or joint venture. The Vendor’s services shall be those of an independent contractor. The Vendor agrees and understands that the Agreement does not grant any rights or privileges established for employees of the City. Vendor shall not be within protection or coverage of the City’s Worker Compensation insurance, Health Insurance, Liability Insurance or any other insurance that the City, from time to time, may have in force. Page 36 of 72 City of Georgetown EMERGENCY MEDICAL TRANSPORT BILLING AND COLLECTION SERVICES – RFP # 201657 25 O. LIENS: Vendor shall defend, indemnify and hold the City harmless from and against any and all liens and encumbrances for all labor, goods and services provided under this Agreement. At the City’s request, the Vendor or its subcontractors shall provide a proper release of all liens or satisfactory evidence of freedom from liens shall be delivered to the City. P. ASSIGNMENT/DELEGATION: The Agreement shall be binding upon and endure to the benefit of the City and the Vendor, and their respective successors and assignees, provided however, that no right or interest in the Agreement shall be assigned and no obligation shall be delegated by the Vendor without the prior written consent of the City. Any attempted assignment or delegation by the Vendor shall be void unless made in conformity with this Section. The Agreement is not intended to confer any rights or benefits on any person, firm or entity not a party hereto; it being the intention of the parties that there be no third party beneficiaries to the Agreement. Q. INTERPRETATION: The Agreement is intended by both parties as the final, complete and exclusive statement of the terms of their agreement. No course of prior dealing between the parties or course of performance or usage of the trade shall be relevant to supplement or explain any term used in the Agreement. Although the Agreement may have been substantially drafted by one party, it is the intent of the parties that all provisions be construed in a manner fair to both parties, reading no provision more strictly against one party of the other. Whenever a term defined by the Uniform Commercial Code (the “UCC”), as enacted by the State of Texas, is used in the Agreement, the UCC definition shall control unless otherwise defined in the Agreement. R. GOVERNING LAW AND VENUE: This Agreement is made under and shall be governed by the laws of the State of Texas, including when applicable, the UCC as adopted in Texas, VTCA, Business & Commerce Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. This Agreement is fully performable in Georgetown, TX, and the venue for any action related to this Agreement shall be Georgetown, TX. All issues arising from this Agreement shall be resolved in the courts of Williamson County, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or the ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein and does not waive the city’s defense of sovereign immunity. S. INTERLOCAL COOPERATIVE PURCHASING/PIGGYBACK CONTRACTS: Other governmental entities may be extended the opportunity to purchase from Solicitations of the City, with the consent and agreement of the awarded Vendor(s) and the City. Such consent and agreement shall be conclusively inferred from lack of exception to this clause in Vendor’s Response. However, all parties indicate their understanding and all parties hereby expressly agree that the City is not an agent of, partner to or representative of those outside agencies or entities and that the City is not obligated or liable for any action or debts that arise out of such independently negotiated piggyback procurements. T. SURVIVABILITY OF OBLIGATIONS: All provisions of the Agreement that impose continuing obligations on the parties, including but not limited to the warranty, indemnity and confidentiality obligations of the parties, shall survive the expiration or termination of the Agreement. U. CLAIMS: If a claim, demand, suit or other action is asserted against the Vendor which arises under or concerns the Agreement, or which could have a material adverse effect on the Vendor’s ability to perform thereunder, the Vendor shall give written notice to the City within ten (10) calendar days after receipt of notice by the Vendor. Such notice to the City shall state the date of notification of any such claim, demand, suit or other action; the names and address of the claimant(s); the basis thereof; and the name of each person against whom such claim is asserted. Such notice shall be delivered to the Purchasing Department as set forth below and to the City Attorney at PO Box 409, Georgetown, TX 78627. V. NOTICES: Unless otherwise specified, all notices, requests or other communications required or appropriate to be given under the Agreement shall be in writing and deemed delivered three (3) business days after postmarked if sent by US Postal Service Certified or Registered Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon receipt by the addressee. Routine communications may be made by first class mail, fax, or other commercially accepted means. Notices to the Vendor shall be sent to the address specified in the Vendor’s Offer or at such other address as a party may notify the other in writing. Notices to the City shall be addressed to: City of Georgetown, Purchasing Department, PO Box 409, Georgetown, TX 78627 and marked to the attention of the Purchasing Manager. W. GRATUITIES: The City may, by written notice to the Vendor, cancel the Agreement without liability if it is determined by the City that gratuities were offered or give by the Vendor or any agent or representative of the Vendor to any officer or employee of the City with the intent of securing the Agreement or securing favorable treatment with respect to awarding or amending or the making of any determinations with respect to performing of the Agreement. In the event the Agreement is cancelled by the City pursuant to this Section, the City shall be entitled, in addition to any other rights and remedies, to recover the benefits or payments to the Vendor, as a result of the gratuities. Page 37 of 72 City of Georgetown EMERGENCY MEDICAL TRANSPORT BILLING AND COLLECTION SERVICES – RFP # 201657 26 X. PERSONAL INTEREST PROHIBITED: No officer, employee, independent consultant or elected official of the City who is involved in the development, evaluation or decision-making process of the performance of the any Solicitation shall have a financial interest, direct or indirect, in the resulting Agreement. Any willful violation of this Section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. In the event a member of the governing body or an appointed board or commission of the City belongs to a cooperative association, the City may purchase equipment or supplies for the association only if no member of the governing body, board or commission will receive pecuniary benefit from the purchase, other than as reflected as in increase in dividends distributed generally to members of the association. Any violation of this provision with the knowledge, expressed or implied, by the Vendor shall render the Agreement voidable by the City. Nevertheless, the City may obtain the equipment or service if a conflict of interest affidavit is filed and the Council member recuses his/herself. Y. WAIVER: No claim or right arising out of a breach of the Agreement can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. No waiver by either the Vendor or the City of any one or more events of default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations under the Agreement, or an express or implied acceptance of any other existing or future default(s), whether of similar or different character. Z. DISPUTE RESOLUTION: If either the Vendor or the City has a claim, dispute or other matter in question for breach of duty, obligations, services rendered or any warranty that arises under this Agreement, the parties shall first attempt to resolve the matter through this dispute resolution process. The disputing party shall notify the other party in writing as soon as practicable after discovering the claim, dispute or breach. The notice shall state the nature of the dispute and list the party’s specific reasons for such dispute. Within ten (10) business days of receipt of the notice, both parties shall make a good faith effort, in person or through generally accepted means, to resolve any claim, dispute, breach or other matter in question that may arise out of, or in connection with, this Agreement. If the parties fail to resolve the dispute within sixty (60) days of the date of receipt of the notice of the dispute, then the parties may submit the matter to non-binding mediation upon written consent of authorized representatives of both parties in accordance with the Arbitration Rules of the American Arbitration Association or other applicable rules governing mediation than in effect. If the parties cannot resolve the dispute through mediation, then either party shall have the right to exercise any and all remedies available under law regarding the dispute. AA. INVALIDITY: The invalidity, illegality or unenforceability of any provision of this Agreement shall in no way affect the validity or enforceability of any other portion or provision of the Agreement. Any void provision shall be deemed severed from the Agreement and the balance of the Agreement shall be construed and enforced as if the Agreement did not contain the particular portion or provision held to be void. The parties further agree to reform the Agreement to replace the stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent the entire Agreement from being void should a provision which is the essence of the Agreement be determined to be void. BB. RIGHT TO ASSURANCES: In the event the City, in good faith, has reason to question the intent of the Vendor to perform, the City may demand written assurances of the intent to perform. In the event no written assurance is given within the time specified, the City may treat this failure as an anticipatory repudiation of the Agreement. Page 38 of 72 Business Associate Agreement Between Georgetown Fire Department and Emergicon, LLC This Business Associate Agreement (“Agreement”) between Georgetown Fire Department and Emergicon, LLC is executed to ensure that Emergicon, LLC will appropriately safeguard protected health information (“PHI”) that is created, received, maintained, or transmitted on behalf of Georgetown Fire Department in compliance with the applicable provisions of Public Law 104‐191 of August 21, 1996, known as the Health Insurance Portability and Accountability Act of 1996, Subtitle F – Administrative Simplification, Sections 261, et seq., as amended ("HIPAA"), and with Public Law 111‐5 of February 17, 2009, known as the American Recovery and Reinvestment Act of 2009, Title XII, Subtitle D – Privacy, Sections 13400, et seq., the Health Information Technology and Clinical Health Act, as amended (the “HITECH Act”). A. General Provisions 1. Meaning of Terms. The terms used in this Agreement shall have the same meaning as those terms defined in HIPAA. 2. Regulatory References. Any reference in this Agreement to a regulatory section means the section currently in effect or as amended. 3. Interpretation. Any ambiguity in this Agreement shall be interpreted to permit compliance with HIPAA. B. Obligations of Business Associate Emergicon, LLC, agrees that it will: 1. Not use or further disclose PHI other than as permitted or required by this Agreement or as required by law; 2. Use appropriate safeguards and comply, where applicable, with the HIPAA Security Rule with respect to electronic protected health information (“e‐ PHI”) and implement appropriate physical, technical and administrative safeguards to prevent use or disclosure of PHI other than as provided for by this Agreement; 3. Report to Georgetown Fire Department any use or disclosure of PHI not provided for by this Agreement of which it becomes aware, including any security incident (as defined in the HIPAA Security Rule) and any breaches of unsecured PHI as required by 45 CFR §164.410. Breaches of unsecured PHI shall be reported to Georgetown Fire Department without unreasonable delay but in no case later than 60 days after discovery of the breach; 4. In accordance with 45 CFR 164.502(e)(1)(ii) and 164.308(b)(2), ensure that any subcontractors that create, receive, maintain, or transmit PHI on behalf of Emergicon, LLC agree to the same restrictions, conditions, and requirements that apply to Emergicon, LLC with respect to such information; Page 39 of 72 5. Make PHI in a designated record set available to Georgetown Fire Department and to an individual who has a right of access in a manner that satisfies Georgetown Fire Department ’s obligations to provide access to PHI in accordance with 45 CFR §164.524 within 30 days of a request; 6. Make any amendment(s) to PHI in a designated record set as directed by Georgetown Fire Department , or take other measures necessary to satisfy Georgetown Fire Department ’s obligations under 45 CFR §164.526; 7. Maintain and make available information required to provide an accounting of disclosures to Georgetown Fire Department or an individual who has a right to an accounting within 60 days and as necessary to satisfy Georgetown Fire Department ’s obligations under 45 CFR §164.528; 8. To the extent that Emergicon, LLC is to carry out any of Georgetown Fire Department ’s obligations under the HIPAA Privacy Rule, Emergicon, LLC shall comply with the requirements of the Privacy Rule that apply to Georgetown Fire Department when it carries out that obligation; 9. Make its internal practices, books, and records relating to the use and disclosure of PHI received from, or created or received by Emergicon, LLC on behalf of Georgetown Fire Department , available to the Secretary of the of Health and Human Services for purposes of determining Emergicon, LLC and Georgetown Fire Department ’s compliance with HIPAA and the HITECH Act; 10. Restrict the use or disclosure of PHI if Georgetown Fire Department notifies Emergicon, LLC of any restriction on the use or disclosure of PHI that Georgetown Fire Department has agreed to or is required to abide by under 45 CFR §164.522; and 11. If Georgetown Fire Department is subject to the Red Flags Rule (found at 16 CFR §681.1 et seq.), Emergicon, LLC agrees to assist Georgetown Fire Department in complying with its Red Flags Rule obligations by: (a) implementing policies and procedures to detect relevant Red Flags (as defined under 16 C.F.R. §681.2); (b) taking all steps necessary to comply with the policies and procedures of Georgetown Fire Department ’s Identity Theft Prevention Program; (c) ensuring that any agent or third party who performs services on its behalf in connection with covered accounts of Georgetown Fire Department agrees to implement reasonable policies and procedures designed to detect, prevent, and mitigate the risk of identity theft; and (d) alerting Georgetown Fire Department of any Red Flag incident (as defined by the Red Flag Rules) of which it becomes aware, the steps it has taken to mitigate any potential harm that may have occurred, and provide a report to Georgetown Fire Department of any threat of identity theft as a result of the incident. Page 40 of 72 C. Permitted Uses and Disclosures by Business Associate The specific uses and disclosures of PHI that may be made by Emergicon, LLC on behalf of Georgetown Fire Department include: 1. The preparation of invoices to patients, carriers, insurers and others responsible for payment or reimbursement of the services provided by Georgetown Fire Department to its patients; 2. Preparation of reminder notices and documents pertaining to collections of overdue accounts; 3. The submission of supporting documentation to carriers, insurers and other payers to substantiate the healthcare services provided by Georgetown Fire Department to its patients or to appeal denials of payment for the same; and 4. Other uses or disclosures of PHI as permitted by HIPAA necessary to perform the services that Emergicon, LLC has been engaged to perform on behalf of Georgetown Fire Department. D. Termination 1. Georgetown Fire Department may terminate this Agreement if Georgetown Fire Department determines that Emergicon, LLC has violated a material term of the Agreement. 2. If either party knows of a pattern of activity or practice of the other party that constitutes a material breach or violation of the other party’s obligations under this Agreement, that party shall take reasonable steps to cure the breach or end the violation, as applicable, and, if such steps are unsuccessful, terminate the Agreement if feasible. 3. Upon termination of this Agreement for any reason, Emergicon, LLC shall return to Georgetown Fire Department or destroy all PHI received from Georgetown Fire Department , or created, maintained, or received by Emergicon, LLC on behalf of Georgetown Fire Department that Emergicon, LLC still maintains in any form. Emergicon, LLC shall retain no copies of the PHI. If return or destruction is infeasible, the protections of this Agreement will extend to such PHI. Agreed to this day of , 2016 Georgetown Fire Department Emergicon, LLC Signature: Signature: Page 41 of 72 1 AGREEMENT FOR SPECIALIZED PROFESSIONAL AMBULANCE BILLING SERVICES This Agreement is entered into this _________ day of _____________________, 2016, by and between Emergicon, LLC, a Texas business corporation, and Georgetown Fire Department, a Texas corporation (“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 exclusively perform the Specialized Professional Services set described in Paragraph 2 of this Agreement and Emergicon accepts such exclusive appointment and agrees to provide Specialized Professional Services in accordance with the terms of this Agreement. Client agrees that it 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, unless the parties agree otherwise as set forth in writing in an Addendum to this Agreement. 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”), physician certification statements (PCSs) (required for non-emergency transports), patient authorization signatures (sometimes referred to as “assignment of benefits form” or “signature form”), 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. Page 42 of 72 2 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 Page 43 of 72 3 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. i. If Client desires that its patients be able to pay their accounts utilizing credit cards, 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. 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. g. 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 revalidations 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. Client bears the exclusive responsibility for the submission of such form and any fees that may be associated with the submission of such forms. Upon specific written request from Client, Emergicon may agree to assist with such form submission and/or revalidation of Medicare, Medicaid or other insurer provider enrollment forms, provided that the responsibility for actual submission and all fees associated with the forms shall be borne exclusively by Client and paid prior to submission of these forms by Emergicon. Page 44 of 72 4 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 and Address, Date of Birth, Date of Service, Patient Medical Condition, 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 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 in a position 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 defend, indemnify and hold harmless Emergicon for any 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. 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. Page 45 of 72 5 g. 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. f. In the event that Client operates a subscription or membership 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 defend, indemnify and hold harmless Emergicon 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 form on all trips where required by law and provide copies of all PCS 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 thirty (30) days prior to the effective date of said changes. k. Report all payments made directly to Client within twenty-four (24) hours of Client’s receipt of same. l. 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, etc.). Client understands that the processing of customized needs may entail additional charges to Client by Emergicon. n. Designate a contact person, authorized to transact business on behalf of Client, who can promptly respond to any questions raised by Emergicon, or who can execute Page 46 of 72 6 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 agreed upon by and in conjunction with Emergicon information technology personnel, representatives or contractors. 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) 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 shall forward such requests to Client for disposition. 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. Page 47 of 72 7 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 applicable law 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 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 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 of this Agreement. h. Costs for copies of documents required and/or requested by Client beyond the requirement of the normal daily claim handling requirements will be invoiced to Client by Emergicon at a per copy price to be established by Emergicon from time to time. 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. 7. 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 upon the expiration of its then-current term, with or without cause, by either party, upon written notice to the other party, given no later than thirty (30) days prior to the expiration of the then-current term. c. This Agreement may be terminated by Emergicon immediately upon written notice to Client for any of the following reasons: Page 48 of 72 8 i. If Client makes an assignment 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 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 below, for all revenues collected by Emergicon on Client’s behalf 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 Contract, Zone 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. Page 49 of 72 9 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 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 of Client and forwarded monthly to Client or deposited 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 six percent (6%) of all revenues collected by Emergicon on behalf of Client. Credit card payments accepted by Emergicon will be charged an additional two percent (2%). b. If Client instructs Emergicon to collect on a non-Medicare, facility or other account utilizing the Medicare fee schedule. 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: Eighteen Percent (18%) of the total amount collected on the account. Page 50 of 72 10 c. If Client instructs Emergicon to continue to pursue Private Pay 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: Fifteen Percent (15%) of the total amount collected on the account. d. 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. e. Emergicon shall submit invoices to Client on a periodic basis established by Emergicon. Invoices are to be paid by Client within thirty (30) days of the invoice date. Emergicon reserves the right to add simple interest at an annual rate of 18%, compounded daily, on all where Emergicon has not received payment within thirty (30) days of the date of its invoice. f. 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. g. The rates set forth by Emergicon to be charged to Client for Specialized Professional Services rendered are subject to change by Emergicon upon thirty (30) days written notice to Client. h. In the event that Client does business in a jurisdiction in which applicable law prohibits the compensation of a billing agent on a percentage-of-collections basis, Client shall pay Emergicon a flat fee of $_______ per trip, to be invoiced at the time of billing. This flat fee shall apply only to those accounts for which applicable law prohibits payment on a percentage-of- collections basis. i. Client agrees to reimburse Emergicon for any and all sales tax liabilities that may arise as a result of this Agreement. 11. Indemnification and Insurance. a. In addition to any specific indemnification provisions set forth in this Agreement, Client shall hold harmless, indemnify and defend Emergicon 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 act or omission on the part of Client or its agents, servants, volunteers, contractors or employees. 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, 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 Page 51 of 72 11 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 $1,000,000. 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 shall not exceed any amounts paid to Emergicon by Client under this Agreement for any disputed billing performed by Emergicon on behalf of Client. e. Where any provision of this Agreement obligates Client to defend, indemnify and/or hold harmless Emergicon, such agreement shall include any claims, losses, assessments or damages of any kind, and shall apply equally to Emergicon and to its employees, owners, agents, contractors, attorneys, consultants, accountants and servants. 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. 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. HIPAA Business Associate Assurances. Emergicon agrees to appropriately safeguard protected health information (“PHI”) that is created, received, maintained, or transmitted on behalf of Client in compliance with the applicable provisions of Public Law 104-191 of August 21, 1996, known as the Health Insurance Portability and Accountability Act of 1996, Subtitle F – Administrative Simplification, Sections 261, et seq., as amended ("HIPAA"), and with Public Law 111-5 of February 17, 2009, known as the American Recovery and Reinvestment Act of 2009, Title XII, Subtitle D – Privacy, Sections 13400, et seq., the Health Information Technology and Clinical Health Act, as amended (the “HITECH Act”). a. General Provisions i. Meaning of Terms. The terms used in this Agreement shall have the same meaning as those terms defined in HIPAA. ii. Regulatory References. Any reference in this Agreement to a regulatory section means the section currently in effect or as amended. iii. Interpretation. Any ambiguity in this Agreement shall be interpreted to permit compliance with HIPAA. b. Obligations of Emergicon Page 52 of 72 12 Emergicon agrees that it will: i. Not use or further disclose PHI other than as permitted or required by this Agreement or as required by law; ii. Use appropriate safeguards and comply, where applicable, with the HIPAA Security Rule with respect to electronic protected health information (“e-PHI”) and implement appropriate physical, technical and administrative safeguards to prevent use or disclosure of PHI other than as provided for by this Agreement; iii. Report to Client any use or disclosure of PHI not provided for by this Agreement of which it becomes aware, including any security incident (as defined in the HIPAA Security Rule) and any breaches of unsecured PHI as required by 45 CFR §164.410. Breaches of unsecured PHI shall be reported to Client without unreasonable delay but in no case later than 60 days after discovery of the breach; iv. In accordance with 45 CFR 164.502(e)(1)(ii) and 164.308(b)(2), ensure that any subcontractors that create, receive, maintain, or transmit PHI on behalf of Emergicon agree to the same restrictions, conditions, and requirements that apply to Emergicon with respect to such information; v. Make PHI in a designated record set available to Client and to an individual who has a right of access in a manner that satisfies Client’s obligations to provide access to PHI in accordance with 45 CFR §164.524 within 30 days of a request; vi. Make any amendment(s) to PHI in a designated record set as directed by Client, or take other measures necessary to satisfy Client’s obligations under 45 CFR §164.526; vii. Maintain and make available information required to provide an accounting of disclosures to Client or an individual who has a right to an accounting within 60 days and as necessary to satisfy Client’s obligations under 45 CFR §164.528; viii. To the extent that Emergicon is to carry out any of Client’s obligations under the HIPAA Privacy Rule, Emergicon shall comply with the requirements of the Privacy Rule that apply to Client when it carries out that obligation; ix. Make its internal practices, books, and records relating to the use and disclosure of PHI received from, or created or received by Emergicon on behalf of Client, available to the Secretary of the Department of Health and Human Services for purposes of determining Emergicon and Client’s compliance with HIPAA and the HITECH Act; x. Restrict the use or disclosure of PHI if Client notifies Emergicon of any restriction on the use or disclosure of PHI that Client has agreed to or is required to abide by under 45 CFR §164.522; and Page 53 of 72 13 xi. If Client is subject to the Red Flags Rule (found at 16 CFR §681.1 et seq.), Emergicon agrees to assist Client in complying with its Red Flags Rule obligations by: (a) implementing policies and procedures to detect relevant Red Flags (as defined under 16 C.F.R. §681.2); (b) taking all steps necessary to comply with the policies and procedures of Client’s Identity Theft Prevention Program; (c) ensuring that any agent or third party who performs services on its behalf in connection with covered accounts of Client agrees to implement reasonable policies and procedures designed to detect, prevent, and mitigate the risk of identity theft; and (d) alerting Client of any Red Flag incident (as defined by the Red Flag Rules) of which it becomes aware, the steps it has taken to mitigate any potential harm that may have occurred, and provide a report to Client of any threat of identity theft as a result of the incident. c. Permitted Uses and Disclosures by Emergicon The specific uses and disclosures of PHI that Emergicon may make on behalf of Client include: i. The preparation of invoices to patients, carriers, insurers and others responsible for payment or reimbursement of the Services provided by Client to its patients, as set forth in this Agreement; ii. Preparation of reminder notices and documents pertaining to collections of overdue accounts; iii. The submission of supporting documentation to carriers, insurers and other payers to substantiate the healthcare services provided by Client to its patients or to appeal denials of payment for the same; and iv. Other uses or disclosures of PHI as permitted by HIPAA necessary to perform the Services that Emergicon has been agreed to perform on behalf of Client, as set forth in this Agreement. d. Termination i. Notwithstanding the termination provisions set forth in Paragraph 7 of this Agreement, Client may terminate this Agreement if Client determines that Emergicon has violated a material term of the HIPAA Business Associate Assurances set forth in this Paragraph 13. ii. If either party knows of a pattern of activity or practice of the other party that constitutes a material breach or violation of the other party’s obligations under this Agreement, that party shall take reasonable steps to cure the breach or end the violation, as applicable, and, if such steps are unsuccessful, terminate this Agreement, according to the provisions set forth in Paragraph 7 of this Agreement, if feasible. iii. Upon termination of this Agreement for any reason and upon the written request of Client and pursuant to the other terms and conditions set forth in this Agreement, Emergicon shall return to Client or destroy all PHI received from Client, or created, maintained, Page 54 of 72 14 or received by Emergicon on behalf of Client that Emergicon still maintains in any form. If return or destruction is infeasible, the protections of this Agreement will extend to such PHI. 14. 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 defend, indemnify and hold harmless Emergicon from any and all claims, damages and losses in the event that Client sends 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 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. Page 55 of 72 15 f. 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://exclusions.oig.hhs.gov. 15. Independent Contractor Relationship. Emergicon and Client stand in an independent contractor relationship to one another and shall not be considered as joint venturers 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. 16. 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. 17. Assignment. This Agreement may be assigned by Emergicon to any successors or assigns of Emergicon. 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. 18. 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). Emergicon: Client: Emergicon, LLC. Georgetown Fire Department PO Box 180446 3500 DB Wood Rd. Dallas, TX 75218 Georgetown, TX 78628 Fax: (903) 887-1863 Page 56 of 72 16 19. Non-Competition and Non-Solicitation Clause. Without prior, written authorization from Emergicon, Client shall not: 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. Client expressly agrees that in the event of a breach of this provision, Emergicon shall be entitled to 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. 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. 20. 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, Texas. Client expressly agrees to personal jurisdiction and venue in any such court. 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. CLIENT By: By: Signature Date Signature Date Print Name Print Name Title Title Page 57 of 72 City of Georgetown, Texas Government and Finance Advisory Board August 31, 2016 SUBJECT: Cons id eration and p o s s ib le ac tion to ap p ro ve and award an agreement fo r Self-Ins ured Gro up Dental Benefits to Ameritas , and approval of 2017 HS A c o ntrib utio n mo d el - Tadd P hillips , HR Direc tor ITEM SUMMARY: A to tal o f 6 proposals fo r Group Dental Benefits were rec eived in res p o nse to the City’s c o mp etitively ad vertis ed Reques t for Propo s als (RFP) fo r Gro up Dental Benefits for the upc o ming 2017 c overage year. Staff reques ted that interested parties bid o n both fully ins ured and s elf-insured d ental models. Proposals were evaluated extensively b y HR, Gallagher and Co . (the City’s b enefits c o nsultant) fo cus ing o n coverage offered as well as the financ ial imp ac t. Staff recommends moving to a self-ins ured model whic h will provid e the City and employees with savings fo r the 2017 plan year. With the City savings , the City rec o mmends o ffering add itional H S A contributions fo r those employees on the HDHP p lan fo r the 2017 p lan year. FINANCIAL IMPACT: Rec o mmended dental award rep res ents a s avings of 15% to the City ($45,998) and to employees and would provide an ad d itional c o ntrib utio n to H S A for p artic ip ating emp lo yees within the 2017 b udget. SUBMITTED BY: Tadd Phillip s , HR Direc tor ATTACHMENTS: Description Type Renewal RFP Analys is Backup Material Pres entation Pres entation Page 58 of 72 Carrier Ameritas Blue Cross CIGNA Humana Liberty Network Ameritas PPO BlueCare Dental PPO Cigna DPPO Traditional Plus Guardian Preferred DentalGuard Select PPO Deductible $50 $50 $50 $50 $50 Family Deductible $150 $150 $150 $150 $150 Deductible Period Calendar Year Calendar Year Calendar Year Calendar Year Calendar Year Type 1 - Diagnostic & Preventive Care 100%100%100%100%100% Deductible Waived?Yes Yes Yes Yes Yes Type II - Basic Care 80%80%80%80%80% Type III - Major Care 50%50%50%50%50% Calendar Year Maximum $2,000 $2,000 $2,000 $2,000 $2,000 Type IV - Orthodontia Child Only Child Only Child Only Child Only Child Only Orthodontia Deductible N/A N/A N/A N/A N/A Orthodontia Benefit 60%60%50%50%60% Orthodontia Lifetime Maximum $1,500 $1,500 $1,500 $1,500 $1,500 Usual and Customary Percentile 90th 90th 90th 90th 90th Dental Limiting Age 26 26 26 26 26 Waiting Periods None None None None None Annual Open Enrollment None None None Yes Yes Current Renewal Employee Rate:$33.30 $34.63 $31.52 $31.72 $32.02 $32.32 $33.58 Employee + Spouse Rate:$68.38 $71.12 $64.72 $64.21 $69.13 $69.78 $72.49 Employee + Child(ren) Rate:$71.89 $74.77 $68.04 $67.50 $65.76 $66.37 $68.95 Employee + Family Rate:$102.26 $106.35 $96.79 $96.02 $98.34 $99.26 $103.12 Monthly Premium:$37,012 $38,493 $35,032 $34,871 $35,501 $35,833 $37,227 Annual Premium:$444,148 $461,916 $420,386 $418,449 $426,015 $429,998 $446,725 Change vs. Current $N/A $17,769 -$23,762 -$25,699 -$18,133 -$14,149 $2,578 Change vs. Current %N/A 4%-5%-6%-4%-3%1% Commission PEPM $62.42 $64.91 $59.08 $58.80 $59.87 $60.43 $62.78 Enrollment Dental Plan Employee Only 259 Employee + Spouse 77 Employee + Children 104 Employee + Family 153 TOTAL:593 $2,000 Metlife PDP Plus $50 $150 Calendar Year 100% None City of Georgetown Dental Insurance - Fully Insured Plan Year 2017 Child Only N/A 60% $1,500 90th 26 Yes 80% 50% © 2015 GALLAGHER BENEFIT SERVICES, INC.Page 1 AJG.COMPage 59 of 72 Carrier Ameritas Blue Cross Humana Liberty Deductible $50 $50 $50 $50 Family Deductible $150 $150 $150 $150 Deductible Period Calendar Year Calendar Year Calendar Year Calendar Year Type 1 - Diagnostic & Preventive Care 100%100%100%100% Deductible Waived?Yes Yes Yes Yes Type II - Basic Care 80%80%80%80% Type III - Major Care 50%50%50%50% Calendar Year Maximum $2,000 $2,000 $2,000 $2,000 Type IV - Orthodontia Child Only Child Only Child Only Child Only Orthodontia Deductible N/A N/A N/A N/A Orthodontia Benefit 60%60%50%60% Orthodontia Lifetime Maximum $1,500 $1,500 $1,500 $1,500 Usual and Customary Percentile 90th 90th 90th 90th Dental Limiting Age 26 26 26 26 Waiting Periods None None None None Annual Open Enrollment None None Yes Yes Fee PEPM:$3.12 $4.25 $5.61 $3.25 Projected Claims PEPM:$50.06 $50.06 $50.06 $50.06 Combined Fee and Claims PEPM:$53.18 $54.31 $55.67 $53.31 Monthly Premium:$31,533 $32,203 $33,010 $31,610 Annual Premium:$378,395 $386,436 $396,114 $379,320 Change vs. FI Current $-$65,752 -$57,711 -$48,033 -$64,827 Change vs. FI Current %-15%-13%-11%-15% Change vs. FI Renewal $-$83,521 -$75,480 -$65,802 -$82,596 Change vs. FI Renewal %-18%-16%-14%-18% Commission Enrollment Dental Plan Employee Only 259 Employee + Spouse 77 Employee + Children 104 Employee + Family 153 TOTAL:593 City of Georgetown Dental Insurance - Self Funded Plan Year 2017 © 2015 GALLAGHER BENEFIT SERVICES, INC.Page 2 AJG.COMPage 60 of 72 Month Enrollment Premium Claims 1/1/2014 517 $31,150 $25,821 2/1/2014 515 $29,262 $21,220 3/1/2014 517 $31,253 $19,664 4/1/2014 519 $31,302 $20,329 5/1/2014 513 $29,869 $26,342 6/1/2014 516 $31,326 $18,076 7/1/2014 518 $31,703 $29,682 8/1/2014 521 $32,048 $35,347 9/1/2014 523 $31,714 $25,316 10/1/2014 526 $32,028 $24,188 11/1/2014 543 $34,082 $20,295 12/1/2014 550 $34,389 $25,442 1/1/2015 545 $32,371 $27,549 2/1/2015 545 $33,507 $24,746 3/1/2015 546 $33,139 $27,032 4/1/2015 571 $36,342 $23,483 5/1/2015 575 $35,225 $23,556 6/1/2015 566 $30,428 $22,275 7/1/2015 563 $34,522 $28,412 8/1/2015 572 $35,671 $35,915 9/1/2015 572 $35,141 $27,412 10/1/2015 570 $34,820 $21,149 11/1/2015 579 $36,306 $19,668 12/1/2015 577 $35,163 $28,743 1/1/2016 578 $16,554 $26,488 2/1/2016 575 $34,426 $26,018 3/1/2016 583 $50,245 $40,778 4/1/2016 586 $37,576 $28,330 Enrollment Premium Claims Admin/Profit Last 12 575 $416,077 $328,744 $87,333 PEPM $60.34 $47.67 $12.66 Previous 12 535 $392,518 $307,498 $85,020 PEPM $61.17 $47.92 $13.25 Last 12 Claims Cost Trended 5%$47.67 X 1.05 $50.06 City of Georgetown Dental Experience Page 61 of 72 Coverage Tier Lives Monthly Accrual Amount EE Monthly Contribution EE Semi Monthly Contribution ER Monthly Contribution ER Monthly Percentage Lives Monthly Accrual Amount EE Monthly Contribution EE Semi Monthly Contribution ER Monthly Contribution ER Monthly Percentage Low Plan Employee Only:259 $33.30 $0.00 $0.00 $33.30 100%259 $28.37 $0.00 $0.00 $28.37 100%$0.00 0% Employee + Spouse:77 $68.38 $19.20 $9.60 $49.18 72%77 $58.26 $16.36 $8.18 $41.90 72%-$2.84 0% Employee + Children:104 $71.89 $22.68 $11.34 $49.21 68%104 $61.25 $19.32 $9.66 $41.92 68%-$3.36 0% Employee + Family:153 $102.26 $47.60 $23.80 $54.66 53%153 $87.12 $40.55 $20.28 $46.57 53%-$7.05 0% TOTAL 593 $37,012 $11,120 $5,560 $25,892 70%593 $31,533 $9,474 $4,737 $22,059 70% Total Annual Premium Paid by Company $310,709 $264,711 $ Change in Total Annual Premium -$65,752 % Change in Total Annual Premium -15% $ Change in Employee Annual Contribution -$19,755 $ Change in Employee Annual Contribution -15% $ Change in Total Annual Premium Paid by Company -$45,998 % Change in Total Annual Premium Paid by Company -15% $444,148 $378,395 Total Employee Annual Contributions $133,439 $113,685 City of Georgetown Dental Contribution Analysis - Self-Funded Plan Year 2017 Current Plan Design - Assumes Same Employer Contribution Percentage CURRENT Ameritas Dental EE Difference $∆EE / %∆ ER CURRENT RENEWAL Total Enrollment 593 593 Per Employee Per Month $62.42 $53.18 Total Annual Premium © 2015 GALLAGHER BENEFIT SERVICES, INC.Page 4 AJG.COMPage 62 of 72 Coverage Tier Lives Monthly Accrual Amount EE Monthly Contribution EE Weekly Contribution ER Monthly Contribution ER Monthly Percentage Lives Monthly Accrual Amount EE Monthly Contribution EE Weekly Contribution ER Monthly Contribution ER Monthly Percentage Low Plan Employee Only:259 $33.30 $0.00 $0.00 $33.30 100%259 $28.37 $0.00 $0.00 $28.37 100%$0.00 0% Employee + Spouse:77 $68.38 $19.20 $4.43 $49.18 72%77 $58.26 $19.20 $4.43 $39.06 67%$0.00 -5% Employee + Children:104 $71.89 $22.68 $5.23 $49.21 68%104 $61.25 $22.68 $5.23 $38.57 63%$0.00 -5% Employee + Family:153 $102.26 $47.60 $10.98 $54.66 53%153 $87.12 $47.60 $10.98 $39.52 45%$0.00 -8% TOTAL 593 $37,012 $11,120 $2,565 $25,892 70%593 $31,533 $11,120 $2,565 $20,413 65% Total Annual Premium Paid by Company $310,709 $244,956 $ Change in Total Annual Premium -$65,752 % Change in Total Annual Premium -15% $ Change in Employee Annual Contribution $0 $ Change in Employee Annual Contribution 0% $ Change in Total Annual Premium Paid by Company -$65,752 % Change in Total Annual Premium Paid by Company -21% Total Annual Premium $444,148 $378,395 Total Employee Annual Contributions $133,439 $133,439 Total Enrollment 593 593 Per Employee Per Month $62.42 $53.18 CURRENT RENEWAL City of Georgetown Dental Contribution Analysis - Self-Funded Plan Year 2017 Current Plan Design - Assumes Same Employee Dollar Amount CURRENT Ameritas Dental EE Difference $∆EE / %∆ ER © 2015 GALLAGHER BENEFIT SERVICES, INC.Page 5 AJG.COMPage 63 of 72 8/25/2016 1 Employee Benefits: Group Dental RFP Award & Funding Recommendation GGAF August 24, 2016 Presentation Outline •Part I –Dental RFP –Funding Methodology –Savings Models •Part II –Update on Current Benefits Page 64 of 72 8/25/2016 2 Part I Dental RFP Funding Methodology Savings Models Dental RFP Process Dental Current Structure MetLife Split Cost w/ EE Pay 100% of Employee Only Contribution Fully Insured Proposal Process & Timeline Posted RFP July 14th Proposals Due August 1st Met w/ Consultant August 8th Reference Checks Met w/ Benefits Committee August 16th Bids Fully/Self Insured 6 bids Page 65 of 72 8/25/2016 3 Dental Recommendation • Ameritas • Reference Checks – GISD • Lowest Rate • Match Current Structure • Similar Networks Funding Methodology • Fully Insured Vs. Self Insured • *MetLife fully insured dental renewal for 2017 is $64.91 PEPM, 4% increase Carrier MetLife* Ameritas Funding Fully Insured Self Insured Total Monthly Premium $37,012 $31,533 Total Annual Premium $444,148 $378,395 PEPM $62.42 $53.18 % Savings 15% Page 66 of 72 8/25/2016 4 Claims Experience Last 12 claims cost trended 5% ($47.67 X 1.05) = $50.06 Enrollment Premium Claims Admin/Profit Last 12 PEPM 575 $416,077 $60.34 $328,744 $47.67 $87,333 $12.66 Employee Impact MetLife (Current) Fully-Insured Ameritas Self-Insured Coverage Tier Lives Employee Monthly Premium Employee Monthly Premium Savings Employee Only 259 $0 $0 $0 Employee + Spouse 77 $19.20 $16.36 -$2.84 Employee + Children 104 $22.68 $19.32 -$3.36 Employee + Family 153 $47.60 $40.55 -$7.05 Page 67 of 72 8/25/2016 5 Employer Impact Current Recommendation Total Annual Premium $444,148 $378,395 Total Employee Annual Contribution $133,439 $113,685 Total Annual Premium Paid by City of Georgetown $310,709 $264,711 Total Annual Savings $45,998 (-15%) • Current dental cost-sharing arrangement is 70% City and 30% Employee • Recommendation maintains same cost-sharing ratio 2017 H S A Contribution • Tiered contribution recommended by benefits committee with goal of retaining participation balance between City Plans • To be communicated to employees as one-time change for calendar 2017 Plan Tier Current Annual Contribution Proposed Annual Contribution # on Plan Additional Cost to City EE Only $1,000.00 $1,100.00 119 $11,900 EE + Child $1,000.00 $1,200.00 36 $7,200 EE+ Spouse $1,000.00 $1,200.00 30 $6,000 EE+ Family $1,000.00 $1,400.00 51 $20,400 Total $45,500 Page 68 of 72 8/25/2016 6 Part II Update on Current Benefits No Change in Vendor • United Health Care • Medical/Pharmacy • Cobra • FSA/Dependent Care • MetLife • Life Insurance • Vision • Dearborn • Long Term Disability • Short Term Disability • Alliance Work Partners • Employee Assistant Program Page 69 of 72 8/25/2016 7 Vendor Changes • Worksite Products • Group Accident • Cancer Policy • Critical Illness Policy • 100% Employee paid • Selection Process Worksite Products Current Recommendation Allstate Aflac Upcoming • Karelia Health Intervention • Clinic Feasibility • Wellness Program • Stop Loss Bid Page 70 of 72 8/25/2016 8 Questions? Page 71 of 72 City of Georgetown, Texas Government and Finance Advisory Board August 31, 2016 SUBJECT: Employee Benefits Up d ate (no actio n) - Tadd Phillip s , HR Directo r ITEM SUMMARY: Staff will give an update o n 2017 emplo yee benefits and wellnes s p ro grams as well as related projec tions currently in-pro gres s . FINANCIAL IMPACT: N/A SUBMITTED BY: Tadd Phillip s , HR Direc tor Page 72 of 72