HomeMy WebLinkAboutRES 16-060RESOLUTION NO. 16-060
BE IT RESOLVED BY THE CITY COUNCIL
OF THE CITY OF BEAUMONT:
THAT the City Manager be and he is hereby authorized to execute a Business Support
Services Agreement between the City of Beaumont and PST Services, Inc., a
McKesson Company, to provide supplemental payment recovery assistance for
ambulance services, including all nonemergency and emergency transports that are
reimbursable by Texas Medicaid. The agreement is substantially in the form attached
hereto as Exhibit "A" and made a part hereof for all purposes.
PASSED BY THE CITY COUNCIL of the City of Beaumont this the 5th day of
April, 2016.
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yor becky Ames -
PRIVILEGED AND CONFIDENTIAL
City of Beaumont
Contract Number: RMS 152472
BUSINESS SUPPORT SERVICES AGREEMENT
This Business Support Services Agreement ("Agreement') is effective as of the last date
in the signature block below (the "Effective Date"), by and between PST Services, Inc., a
McKesson Company, a Georgia corporation, whose mailing address is 5995 Windward Parkway,
Alpharetta, Georgia 30005 ("PST"), and City of Beaumont, whose mailing address is 801 Main
Street, Beaumont, Texas 77701( "Client").
RECITALS
Client operates an Emergency Medical Services Squad ("EMS Squad") that provides
professional ambulance services. PST is in the business of providing business support services
to EMS Squads, provider networks, hospitals, physician groups and other healthcare providers.
Client desires to retain PST to provide business support services required by Client in accordance
with the terms of this Agreement.
STATEMENT OF AGREEMENT
In consideration of the promises and mutual covenants contained herein and other
valuable consideration, the receipt, adequacy and legal sufficiency of which is hereby
acknowledged, the parties hereto, intending to be legally bound, now agree as follows:
Article 1— Obligations of PST.
Section 1.1. Services. Client retains PST to provide the services set forth in Exhibit A attached,
as applicable, (collectively, the "Services") to Client. Client agrees that PST is specifically
authorized to engage PST Group or one or more of its subsidiaries to perform the Services
hereunder at no additional cost to Client.
Section 1.2. Liabilities. PST is not responsible for any Client expenses or liabilities except as
specifically provided for in this Agreement. Client is responsible for paying all expenses and
liabilities relating to Client.
Section 1.3. Authorjjy. Client grants PST the authority and power to carry out its obligations
under this Agreement. PST shall provide the Services in accordance with applicable legal and
regulatory requirements throughout the term of this Agreement.
Section 1.4. Limitations. PST shall employ or retain such personnel/employees as it deems
necessary to perform the Services. Client recognizes that the Services provided by such
personnel/employees may be part-time in nature and that the personnel/employees serving in
these capacities may serve in other capacities as well. PST may propose that certain titles be
conferred upon the employees in performing the duties under this Agreement. PST retains the
right to replace any personnel/employee who is performing Services hereunder with another
person without causing a breach or termination of this Agreement. PST may subcontract certain
Services to support its provision of the Services under this Agreement, including but not limited
to electronic data interchange and printing of statements, without Client's approval; The Client
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EXHIBIT "A."
PRIVILEGED AND CONFIDENTIAL City of Beaumont
Contract Number: RMS 152472
shall receive advanced written notice in the event PST subcontracts out the billing and
reimbursement management Services.
Article 2 - Obligations of Client.
Section 2.1. Agent. Client appoints PST as its lawful attorney-in-fact solely for the purpose of
carrying out PST's obligations set forth in this Agreement. Notwithstanding anything to the
contrary herein, the parties understand, acknowledge, and agree that neither PST nor any affiliate
or agent of PST has the ability to (a) receive payments of benefits assigned to Client directly
from any payor pursuant to a power-of-attorney (as defined in Section 3060.10(A) of Medicare
Carrier's Manual) or any other arrangement, or (b) transfer any, payment of benefits assigned to
Client to PST, its affiliates, or agents without the payment first passing through the Client's
control.
Section 2.2. Professional Services. Notwithstanding the authority granted to PST herein, Client
shall retain the authority to render Emergency Medical Services ("EMS") and direct the medical
and ethical aspects of Client's EMS practices and shall retain control of all business affairs that
may not legally be carried on by persons other than those duly licensed to practice medicine or
surgery in the state or states where such persons practice. Furthermore, the parties acknowledge
that only Client may render EMS to its patients through its employees and contractors who are
duly licensed or otherwise legally authorized to render professional EMS within the state or
states in which such persons practice. PST agrees that it shall not act pursuant to this Agreement
in a manner that interferes with the professional judgment of Client's EMS personnel.
Article 3 - Mutual Obligations.
Section 3.1. Cooperation. Client's EMS personnel shall execute all documents and take all
actions necessary to allow PST to perform its duties under this Agreement.
Section 3.2. Business Associate. In compliance with their respective legal duties regarding the
privacy and security of protected health information, PST and Client agree to the obligations set
forth in Exhibit C attached hereto.
Article 4 — Compensation.
Section 4.1. Service Fees. Client shall pay PST service fees as set forth in Exhibit B, attached
hereto, for the Services provided in accordance with this Agreement.
Section 4.2. Reimbursement. Client shall reimburse PST for any additional expenses not
contemplated under the terms of this Agreement that PST incurs in connection with the request
of Client.
Section 4.3. Payment.
Section 4.3.1. Invoice. PST shall provide Client with an invoice indicating the total amount
of service fees due to PST. Client shall pay the service fee to PST within thirty (30) days
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PRIVILEGED AND CONFIDENTIAL City of Beaumont
Contract Number: RMS 152472
from the date of receipt of the invoice.
Section 4.3.2. Disputed Amounts or Invoices. Client agrees to notify PST of any
disagreement with respect to the invoice amount within thirty (30) days of receiving the
invoice. If Client and PST are unable to resolve the dispute before the date the service fees
are due to PST, Client shall forward to PST the undisputed amount and the disputed amount
shall be placed by Client into an escrow account until the dispute is resolved. If the parties
are unable to resolve the dispute within sixty (60) days from the date the service fees are due
to PST, PST may suspend its obligations hereunder upon thirty (30) days written notice to
Client.
Article 5 — Term.
Section 5. 1. Term. The initial term of this Agreement shall commence on this 3`d day of August,
2015 and shall terminate on July 31, 2018. Unless earlier terminated as provided for in this
Agreement, the term of this Agreement shall automatically extend for additional one (1) year
terms, unless either party delivers to the other party, not less than ninety (90) days prior to the
expiration of the preceding term, written notice of that party's intent not to extend the term of
this Agreement.
Article 6 — Termination.
Section 6.1. Termination. PST or Client may terminate this Agreement after timely notice to the
other party, if the other party: (a) materially breaches this Agreement and fails to remedy, or fails
to commence reasonable efforts to remedy, such breach within 60 days after receiving notice of
the breach from the terminating party, (b) infringes the terminating party's intellectual property
rights and fails to remedy, or fails to commence reasonable efforts to remedy, such breach within
ten days after receiving notice of the breach from the terminating party, (c) materially breaches
this Agreement in a manner that cannot be remedied, (d) commences dissolution proceedings or
ceases to operate in the ordinary course of business, or (e) provides 90 days prior written notice
to the other party of its intent to terminate. In the event that PST is permitted to terminate this
Agreement, PST may, at its sole option, elect to terminate any combination of other then -
effective agreement with Client. Except as otherwise provided above, termination of this
Agreement will not affect the parties' rights and obligations under any other agreement executed
by the parties prior or subsequent to such termination, and all such other agreements will remain
in full force and effect unless and until their respective expiration or termination in accordance
with their contractual terms.
Section 6.2. Effect of Termination. In the event of termination of this Agreement in accordance
with Section 6 or non -renewal, all rights, duties and obligations of both parties shall cease effect
as of the date of termination, except as otherwise provided in this Section 6.2. Upon termination,
Client, at its discretion, may allow PST to continue providing Services for ninety (90) days
following the effective date of termination (the "Post -Termination Period"). During the Post -
Termination Period, if allowed, PST shall continue to receive service fees in the manner set forth
in Section 4. After the expiration of the Post -Termination Period, PST will deliver to Client a
copy of the most current file backup in a printed and/or electronic media copy as agreed upon in
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PRIVILEGED AND CONFIDENTIAL City of Beaumont
Contract Number: RMS152472
writing by both parties, after payment of all outstanding invoices by Client. Client shall be
responsible for the programming, debugging, testing, computer operations, and alternative media
costs if a file is requested in a format other than the industry standard formats (i.e. ASCI or
comma delimited). Client shall also be responsible for the shipping cost of Client's billing
records in PST's possession at the end of the Post -Termination Period that are forwarded to any
destination other than Client's address. Furthermore, following the termination of this
Agreement and the expiration of the Post -Termination Period, the parties shall remain bound by
the restrictions set forth in Section 7.
Section 7 - Relationship of Parties.
Section 7.1. Independent Contractor. Each party is an independent contractor of the other party.
This Agreement will not be construed as constituting a relationship of employment, agency,
partnership, joint venture or any other form of legal association. Neither party has any power to
bind the other party or to assume or to create any obligation or responsibility on behalf of the
other party or in the other party's name.
Section 7.2. Warranties. PST warrants it will perform all Services in accordance with
reasonable industry practices. The provisions of this Agreement are intended to state all of the
rights and responsibilities between PST and Client, and they take the place of and supersede all
warranties, express or implied whether of merchantability, fitness or otherwise. With the
exception of the above warranty, PST makes and Client receives no warranty, express or
implied. All warranties of merchantability and fitness for a particular purpose are hereby
expressly excluded.
Section 7.3. Computer Systems. All programs, documentation, specifications, tapes, instruction
manuals and similar material developed or used by PST in connection with this Agreement
(collectively, "Computer Systems") are and shall remain the sole and exclusive property of PST.
Nothing in this Agreement shall be construed as a license or transfer of such Computer Systems
to Client. Upon termination of this Agreement for any reason, PST shall have the right to retain
all such Computer Systems and Client shall, upon the request of PST, deliver all such Computer
Systems in its possession to PST. PST shall use commercially reasonable efforts to cooperate in
supplying source data to Client in the event Client transfers its business support function to
another contractor.
Section 7.4. Confidentiality.
7.4.1. Use and Disclosure of Confidential Information. Each party may disclose to the
other party Confidential Information. Except as expressly permitted by this Agreement,
neither party will: (a) disclose the other party's Confidential Information except (i) to its
employees or contractors who have a need to know and are bound by confidentiality terms no
less restrictive than those contained in this Section 7.4., or (ii) to the extent required by law
following prompt notice of such obligation to the other party, or (b) use the other party's
Confidential Information for any purpose other than performing its obligations under this
Agreement. Each party will use all reasonable care in handling and securing the other party's
Confidential Information and will employ all security measures used for its own proprietary
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PRIVILEGED AND CONFIDENTIAL
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Contract Number: RMS 152472
information of similar nature. Following the termination of this Agreement, each party will,
upon written request, return or destroy all of the other party's tangible Confidential
Information in its possession and will promptly certify in writing to the other party that it has
done so.
7.4.2. Period of Confidentiality. The restrictions on use, disclosure and reproduction of
Confidential Information set forth in Section 7.4 will, with respect to Confidential
Information that constitutes a "trade secret" (as that term is defined under applicable law), be
perpetual, and will, with respect to other Confidential Information, remain in full force and
effect during the term of this Agreement and for three years following the termination of this
Agreement.
7.4.3. Injunctive Relief. The parties agree that the breach, or threatened breach, of any
provision of this Section 7.4 may cause irreparable harm without adequate remedy at law.
Upon any such breach or threatened breach, a party will be entitled to seek injunctive relief
to prevent the other party from commencing or continuing any action constituting such
breach, without having to post a bond or other security and without having to prove the
inadequacy of other available remedies. Nothing in this Section 7.4.3 will limit any other
remedy available to either party.
7.4.4. Retained Rights. Client's rights in the Services will be limited to those expressly
granted in this Agreement. PST and its suppliers reserve all intellectual property rights not
expressly granted to Client. All changes, modifications, improvements or new modules made
or developed with regard to the Services, whether or not (a) made or developed at Client's
request, (b) made or developed in cooperation with Client, or (c) made or developed by
Client, will be solely owned by PST or its suppliers. PST retains title to all material,
originated or prepared for the Client under this Agreement. Client is granted a license to use
such materials in accordance with this Agreement.
Section 7.5. Covenant not to Employ. During the term of the Agreement, and until the two year
anniversary date of the effective date of termination of this Agreement, Client covenants and
agrees it will not, without the advance written consent of PST, directly or indirectly, (i) induce or
attempt to induce any PST employee to terminate employment with PST; (ii) hire or participate
in the hiring or interviewing of any PST employee; (iii) provide names or other information
about any PST employee for the purpose of assisting others to hire such employee; nor (iv)
provide Confidential Information to a PST employee about PST or any entity affiliated with PST
for the purpose of assisting that PST employee in finding employment with such entity for EMS
billing services. For purposes of this paragraph, a PST employee means any person who is a
current PST employee or was employed by PST within one (1) year of the date of any action that
alleges a violation of this Section 7.5.
Section 7.6. Records. If required by Section 952 of the Omnibus Reconciliation Act of 1980, 42
U.S.C. Section 1395x(I)(i)(ii), for a period of four years after the Services are furnished, the
parties agree that they, and each subcontractor who provides Services under this Agreement, will
make available, upon the written request of the Secretary of Health and Human Services, the
Comptroller General, or their representatives, this Agreement and such books, documents, and
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PRIVILEGED AND CONFIDENTIAL City of Beaumont
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records as may be necessary to verify the nature and extent of any combination of Services and
Products with an aggregate value or cost of $10,000 or more over a twelve month period.
Section 7.7. Limitation of Liability. CLIENT AGREES THAT PST SHALL NOT BE LIABLE
FOR ANY CLAIMS OR DAMAGES CAUSED IN WHOLE OR IN PART BY FACTORS
NOT WITHIN THE DIRECT CONTROL OF PST, INCLUDING BUT NOT LIMITED TO
THE FAILURE OF THIRD PARTY SERVICE PROVIDERS TO ADEQUATELY PROVIDE
THE SERVICES. PST SHALL HAVE NO LIABILITY TO CLIENT OR ANY THIRD
PARTY FOR SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR INCIDENTAL
DAMAGES OR FOR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE
OR PROFITS, ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS
AGREEMENT, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN
THIS AGREEMENT, IN NO EVENT SHALL PST BE LIABLE IN THE AGGREGATE FOR
ANY CLAIMS OR DAMAGES IN AN AMOUNT EXCEEDING THE AMOUNTS PAID BY
CLIENT FOR SERVICES HEREUNDER DURING THE ONE (1) MONTH IMMEDIATELY
PRECEDING SUCH CLAIM OR DAMAGES.
Section 7.8. Exclusivity. During the term of this Agreement Client shall not directly or
indirectly contact an entity or person for the purpose of soliciting such entity or person to enter
into a contract or arrange to receive any of the Services as set forth in this Agreement or any
services substantially similar to the Services from any entity or person other than PST unless
agreed upon in writing by PST, except that Client shall be entitled to solicit bids from other
suppliers of Services upon the expiration or termination of any term of this Agreement.
Section 7.9 Audits.
7.9.1 Internal Audit by Client. Client may use its own internal resources ("Internal
Auditors") to perform audits of PST's accuracy and correctness of the accounting and
internal controls performed and maintained by PST. PST will provide the Internal Auditors
with information that the Internal Auditor determines to be reasonably necessary to perform
and complete the audit procedures. Client agrees that an audit conducted under this section
will be conducted at such times and in a manner that avoids undue disruption of PST's
operations.
7.9.2 Third -Party Audit by Client. Client may engage, at its own expense, independent,
external, third -party auditors ("Third -Party Auditors") to perform audits of PST's accuracy
and correctness of the accounting and internal control performed and maintained by PST. If
Client engages Third -Party Auditors, who perform, or are associated with a group who
performs, billing and accounts receivable management services substantially similar to any of
the Services identified on any Service Schedule to this MA, such Third -Party Auditors may
not visit PST's processing facility or audit the actual billing and collection process. PST will
provide the information that the Third -Party Auditors determine to be reasonably necessary
to perform and complete all audit procedures. The Third -Party Auditors shall execute PST's
"Confidentiality Agreement", substantially in the form attached hereto as Exhibit D, prior to
the start of the audit. Client agrees that an audit conducted under this section will be
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PRIVILEGED AND CONFIDENTIAL
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Contract Number: RMS 152472
conducted at such times and in a manner that avoids undue disruption of PST's operations.
Section 8 — Miscellaneous.
Section 8.1. Notices. All notices relating to the parties' legal rights and remedies under this
Agreement will be provided in writing and will reference this Agreement. Such notices will be
deemed given if sent by: (a) postage prepaid registered or certified U.S. Post mail, five working
days after sending; or (b) commercial courier, at the time of receipt confirmed by the recipient to
the courier on delivery. All notices to Client will be sent to its address set forth on the cover page
hereto, or to such other address as may be designated by Client by notice to PST.
Section 8.2. Force Majeure. Except as otherwise provided, neither party will be responsible for
or in breach due to delays or failures to perform resulting either directly or indirectly from any
cause beyond the control of the delaying or non-performing party, including but not limited to,
acts of God, fires, floods, strikes, lockouts, labor controversies (beyond the control of the
delaying or non-performing party), civil disturbances, acts of war, governmental restrictions,
shortages or inability to obtain adequate supplies or transportation or transmission facilities
(beyond the control of the delaying or non-performing party), or other similar circumstances. In
the event of delay in performance due to any such cause, the time for performance will be
extended for a period of time reasonably necessary to overcome the effect of such delay.
Section 8.3. Conflicts. The provisions of this Agreement shall govern when there is any conflict
with the provisions of any purchase order or other document of Client relating to the Services.
Section 8.4. Governing Law. This Agreement, and all rights and obligations of the parties
hereunder, shall be construed and governed by the laws of the State of Texas, without regard to
its conflicts of laws provisions.
Section 8.5. Severability. If any part of a provision of this Agreement is found illegal or
unenforceable, it will be enforced to the maximum extent permissible, and the legality and
enforceability of the remainder of that provision and all other provisions of this Agreement and
will not be affected.
Section 8.6. Descriptive Headings and Subheadings. Both parties understand that the headings
and subheadings used in this Agreement are for descriptive and/or informational purposes only.
Section 8.7. Waiver. No consent or waiver, whether expressed or implied, by either party to or
of any breach under this Agreement shall be construed as a consent or waiver to or of any breach
of the same or any other obligation.
Section 8.8. Final Understanding and Modifications. This Agreement represents the entire and
integrated agreement of the parties, and supersedes all prior negotiations, representations, and/or
agreements, whether written or oral.
Section 8.9 Assignment and Subcontracts. Client may assign this Agreement with at least 60
days' prior written notice to PST, so long as Client remains secondarily liable for any and all
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PRIVILEGED AND CONFIDENTIAL City of Beaumont
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executory obligations under this Agreement. PST may, upon notice to Client, assign this
Agreement to any PST affiliate for any reason, or to any other entity as the result of a transfer of
all or substantially all of PST's assets or capital stock or of any other corporate reorganization.
PST may subcontract its obligations under this Agreement.
Section 8.10. Amendments, Waiver. This Agreement may not be modified, nor shall any
provision hereof be waived or amended, except by written addendum to this Agreement, duly
signed by authorized representatives of the parties.
Section 8.11. No Third Party Beneficiaries. Nothing express or implied in this Agreement is
intended to confer, nor shall anything herein confer, upon any person other than the parties and
the respective successors or assigns of the parties, any rights, remedies, obligations or liabilities
whatsoever.
Section 8.12. Compliance with Law. The obligations of PST pursuant to this Agreement shall
be subject to any limitations or restrictions which may be imposed by law or regulation, and PST
may suspend any or all obligations hereunder in the event that it reasonably determines, upon
advice of counsel, that the performance of any obligation pursuant to this Agreement may
contravene applicable law or regulation, the effect of which would be to have a material adverse
effect on the business, financial condition, or operations of PST or any subsidiary or affiliate of
PST Group.
Section 8.13. Material Changes, Periodic Review. Notwithstanding anything to the contrary in
this Agreement, in the event (i) a significant change or amendment to any regulation, law, policy
or procedure, (ii) any legal or ethical rule or regulation is promulgated or modified, or (iii) any
administrative ruling or judicial interpretation is issued or modified that prohibits any act or
course of conduct contemplated by this Agreement, or which materially and adversely affects the
ability of PST to provide Services hereunder or imposes onerous financial or other burdens on
PST's provision of Services hereunder, an amendment or modification to this Agreement shall be
negotiated in good faith. To the maximum extent possible, any such amendment shall preserve
the underlying economic and financial arrangements between Client and PST.
Section 8.14. Agreement Construction. This Agreement shall not be presumptively construed
for or against either party. The parties may execute this Agreement in one or more counterparts,
each of which will be deemed an original and one and the same instrument.
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PRIVILEGED AND CONFIDENTIAL
City of Beaumont
Contract Number: RMS 152472
IN WITNESS WHEREOF the parties hereto have caused this Business Support Services
Agreement to be executed by their respective duly authorized representatives on the date first
above written.
PST Services, Inc.
City of Beaumont
Address:
Address:
801 Main Street
5995 Windward Parkway
Beaumont, Texas 77701
Alpharetta, Georgia 30005
Signed
Signed
Name
Name:
Kyle Hayes
Title:
Title
City Manager
Date
Date
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PRIVILEGED AND CONFIDENTIAL City of Beaumont
Contract Number: RMS 152472
EXHIBIT A
SUPPLEMENTAL PAYMENT RECOVERY ASSISTANCE SERVICES
1. Description of Services.
As part of the PST's Supplemental Payment Assistance Services, PST's responsibilities
under this Agreement will include:
(a) Managing the required Texas Ambulance Supplemental Payment Program
(TASPP) Enrollment, Cost Allocation Report, and Cost Report processes for
Client.
(b) Developing and submitting the Provider Information Report to the Texas
Health and Human Services Commission (HHSC) for enrollment in the
TASPP on behalf of Client;
(c) Developing and submitting the Cost Allocation Report to HHSC on behalf of
Client for review as part of the TASPP.
(d) Changing and finalizing the Cost Allocation Report during HHSC's review of the
Cost Allocation Report, to meet HHSC's requirements;
(e) Ensuring that PST's TASPP Cost Report preparer(s) are certified in accordance
with all applicable HHSC rules and regulations.
(f) Preparing the TASPP Cost Report on behalf of Client and assisting in the
submittal of the TASPP Cost Report to HHSC;
(g) Managing responses to HHSC questions during the Cost Report review/audit
process related to the TASPP Cost Reports prepared by PST on behalf Client.
(h) Assisting Client with preparing and submitting other reports as my required by
HHSC related to the TASPP.
(i) Ensuring that cost report preparer(s) engaged on behalf of Client by PST are
certified in accordance with all applicable rules, laws and regulations.
2. Client Responsibilities.
Client acknowledges and understands that inaccurate or false data submissions, even
advertent ones, can lead to a false claim charge or Medicaid program exclusion.
Therefore, Client agrees that it will use best efforts to:
(a) Ensure the accuracy of all enrollment, cost allocation, and cost report data
provided by Client to PST and provide written certification of the accuracy of
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such data to PST and all applicable governmental agencies as part of the TASPP
Cost Report Certification.
(b) Make its internal practices, books and records relating to all cost report data
provided to PST by Client available to PST to ensure the accuracy of all such
data.
(c) Comply with PST policies and procedures for the documentation of all cost report
data as established and provided to Client by PST from time to time.
3. Disclaimer.
Service Provider disclaims any and all warranties and representations, express or implied,
pertaining to the Supplemental Payment Recovery Assistance Services, except as
otherwise set forth herein. It is expressly understood and agreed that Service Provider
shall have no liability for (a) any breach or alleged breach of any representation,
warranty, covenant or obligation of Client pertaining to the Supplemental Payment
Recovery Assistance Services, and (b) any alleged negligent act or omission or
intentional misconduct of Client or Client's employees or agents or subcontractors related
to any of Client's obligations pertaining to the Supplemental Payment Recovery
Assistance Services.
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EXHIBIT B
FEES/COSTS
City of Beaumont
Contract Number: RMS 152472
1. For Supplemental Payment Recovery Assistance Services rendered under Exhibit A-1, Client
will pay PST a service fee equal to 10.0% of the Supplemental Payments recovered by PST
on behalf of Client, in accordance with Section 4 of the Agreement. Supplemental Payments
shall include any payments for ambulance services, including all nonemergency and
emergency patient transports that are reimbursed by Texas Medicaid to Client. In addition to
the 10.0% service fee due by Client to PST under this Sales Order, Client will pay PST a
one-time, upfront fee of $5,500.00 ("Set-up Fee") for completion of the pre -cost report
submittal requirements necessary for Client's participation in the Texas Ambulance
Supplemental Payment Program. The Set-up Fee will be due upon Client's execution of this
Agreement. Client acknowledges and agrees that PST shall be entitled to receive service fees
for Services provided by PST under this Agreement even after expiration or earlier
termination of this Agreement provided that PST provided such services on or before the date
of expiration or termination of this Agreement.
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PRIVILEGED AND CONFIDENTIAL City of Beaumont
Contract Number: RMS 152472
EXHIBIT C
BUSINESS ASSOCIATE ADDENDUM (`BAA")
SECTION 1: DEFINITIONS
"Breach" will have the same meaning given to such term in 45 C.F.R. § 164.402.
"Designated Record Set" will have the same meaning as the term "designated record set" in
45 C.F.R. § 164.501.
"Electronic Protected Health Information" or "Electronic PHI" will have the meaning given
to such term under the Privacy Rule and the Security Rule, including, but not limited to, 45 C.F.R. §
160.103, as applied to the information that PST creates, receives, maintains or transmits from or on behalf
of Client.
"Individual" will have the same meaning as the term "individual' in 45 C.F.R. § 160.103 and
will include a person who qualifies as a personal representative in accordance with 45 C.F.R. §
164.502(g).
"Privacy Rule" will mean the Standards for Privacy of Individually Identifiable Health
Information at 45 C.F.R. Part 160 and Part 164, Subparts A and E.
"Protected Health Information" or "PHI" will have the same meaning as the term "protected
health information" in 45 C.F.R. § 160.103, as applied to the information created, received, maintained or
transmitted by PST from or on behalf of Client.
"Required by Law" will have the same meaning as the term "required by law" in 45 C.F.R. §
164.103.
"Secretary" will mean the Secretary of the Department of Health and Human Services or his or
her designee.
"Security Incident" will have the meaning given to such term in 45 C.F.R. § 164.304.
"Security Rule" will mean the Security Standards at 45 C.F.R. Part 160 and Part 164, Subparts
A and C.
"Unsecured PHP" will have the same meaning given to such term under 45 C.F.R. § 164.402,
and guidance promulgated thereunder.
Capitalized Terms. Capitalized terms used in this Addendum and not otherwise defined herein
will have the meanings set forth in the Privacy Rule, the Security Rule, and the HIPAA Final Rule, which
definitions are incorporated in this Addendum by reference.
SECTION 2: PERMITTED USES AND DISCLOSURES OF PHI
2.1 Uses and Disclosures of PHI Pursuant to the Underlying Agreement, Except as otherwise limited
in this Addendum, PST may use or disclose PHI to perform functions, activities or services for, or on
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PRIVILEGED AND CONFIDENTIAI, City of Beaumont
Contract Number: RMS 152472
behalf of, Client as specified in an existing written agreement (the "Underlying Agreement"), provided
that such use or disclosure would not violate the Privacy Rule if done by Client.
2.2 Permitted Uses of PHI by PST. Except as otherwise limited in this Addendum, PST may use PHI
for the proper management and administration of PST or to carry out the legal responsibilities of PST.
2.3 Permitted Disclosures of PHI by PST. Except as otherwise limited in this Addendum, PST may
disclose PHI for the proper management and administration of PST, provided that the disclosures are
Required by Law, or PST obtains reasonable assurances from the person to whom the information is
disclosed that it will remain confidential and will be used or further disclosed only as Required by Law or
for the purpose for which it was disclosed to the person (which purpose must be consistent with the
limitations imposed upon PST pursuant to this Addendum), and that the person agrees to notify PST of
any instances of which it is aware in which the confidentiality of the information has been breached. PST
may disclose PHI to report violations of law to appropriate federal and state authorities, consistent with
45 C.F.R. § 164.5020)(1).
2.4 Data Aggregation. Except as otherwise limited in this Addendum, PST may use PHI to provide
Data Aggregation services for the Health Care Operations of the Client as permitted by 45 C.F.R. §
164.504(e)(2)(i)(B).
2.5 De -identified Data. PST may de -identify PHI in accordance with the standards set forth in 45
C.F.R. § 164.514(b) and may use or disclose such de -identified data unless prohibited by applicable law.
SECTION 3: OBLIGATIONS OF PST
3.1 Appropriate Safeguards. PST will use appropriate safeguards and will, after the compliance date
of the HIPAA Final Rule, comply with the Security Rule with respect to Electronic PHI, to prevent use or
disclosure of such information other than as provided for by the Underlying Agreement and this
Addendum. Except as expressly provided in the Underlying Agreement or this Addendum, PST will not
assume any obligations of Client under the Privacy Rule. To the extent that PST is to carry out any of
Client's obligations under the Privacy Rule as expressly provided in the Underlying Agreement or this
Addendum, PST will comply with the requirements of the Privacy Rule that apply to Client in the
performance of such obligations.
3.2 Reporting of Improper Use or Disclosure Security Incident or Breach. PST will report to Client
any use or disclosure of PHI not permitted under this Addendum, Breach of Unsecured PHI or any
Security Incident, without unreasonable delay, and in any event no more than thirty (30) days following
discovery; provided, however, that the Parties acknowledge and agree that this Section constitutes notice
by PST to Client of the ongoing existence and occurrence of attempted but Unsuccessful Security
Incidents (as defined below). "Unsuccessful Security Incidents" will include, but not be limited to, pings
and other broadcast attacks on PST's firewall, port scans, unsuccessful log -on attempts, denials of service
and any combination of the above, so long as no such incident results in unauthorized access, use or
disclosure of PHI. PST's notification to Client of a Breach will include: (i) the identification of each
individual whose Unsecured PHI has been, or is reasonably believed by PST to have been, accessed,
acquired or disclosed during the Breach; and (ii) any particulars regarding the Breach that Client would
need to include in its notification, as such particulars are identified in 45 C.F.R. § 164.404.
3.3 PST's Agents. In accordance with 45 C.F.R. § 164.502(e)(1)(ii) and 45 C.F.R. § 164.308(b)(2),
as applicable, PST will enter into a written agreement with any agent or subcontractor that creates,
receives, maintains or transmits PHI on behalf of PST for services provided to Client, providing that the
agent agrees to restrictions and conditions that are substantially similar to those that apply through this
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PRIVILEGED AND CONFIDENTIAL City of Beaumont
Contract Number: RMS 152472
Addendum to PST with respect to such PHI.
3.4 Access to PHI. The Parties do not intend for PST to maintain any PHI in a Designated Record
Set for Client. To the extent PST possesses PHI in a Designated Record Set, PST agrees to make such
information available to Client pursuant to 45 C.F.R. § 164.524, within ten (10) business days of PST's
receipt of a written request from Client; provided, however, that PST is not required to provide such
access where the PHI contained in a Designated Record Set is duplicative of the PHI contained in a
Designated Record Set possessed by Client. If an Individual makes a request for access pursuant to 45
C.F.R. § 164.524 directly to PST, or inquires about his or her right to access, PST will either forward such
request to Client or direct the Individual to Client.
3.5 Amendment of PHI. The Parties do not intend for PST to maintain any PHI in a Designated
Record Set for Client. To the extent PST possesses PHI in a Designated Record Set, PST agrees to make
such information available to Client for amendment pursuant to 45 C.F.R. § 164.526 within twenty (20)
business days of PST's receipt of a written request from Client. If an Individual submits a written request
for amendment pursuant to 45 C.F.R. § 164.526 directly to PST, or inquires about his or her right to
amendment, PST will either forward such request to Client or direct the Individual to Client.
3.6 Documentation of Disclosures. PST agrees to document such disclosures of PHI and information
related to such disclosures as would be required for Client to respond to a request by an Individual for an
accounting of disclosures of PHI in accordance with 45 C.F.R. § 164.528. PST will document, at a
minimum, the following information ("Disclosure Information"): (a) the date of the disclosure; (b) the
name and, if known, the address of the recipient of the PHI; (c) a brief description of the PHI disclosed;
(d) the purpose of the disclosure that includes an explanation of the basis for such disclosure; and (e) any
additional information required under the HITECH Act and any implementing regulations.
3.7 Accounting of Disclosures. PST agrees to provide to Client, within twenty (20) business days of
PST's receipt of a written request from Client, information collected in accordance with Section 3.6 of
this Addendum, to permit Client to respond to a request by an Individual for an accounting of disclosures
of PHI in accordance with 45 C.F.R. § 164.528. If an Individual submits a written request for an
accounting of disclosures of PHI pursuant to 45 C.F.R. § 164.528 directly to PST, or inquires about his or
her right to an accounting, PST will direct the Individual to Client.
3.8 Governmental Access to Records. PST will make its internal practices, books and records
relating to the use and disclosure of PHI received from, or created or received by PST on behalf of, Client
available to the Secretary for purposes of the Secretary determining Client's compliance with the Privacy
Rule and the Security Rule.
3.9 Mitigation. To the extent practicable, PST will cooperate with Client's efforts to mitigate a
harmful effect that is known to PST of a use or disclosure of PHI by PST that is not permitted by this
Addendum.
3.10 Minimum Necessary. PST will request, use and disclose the minimum amount of PHI necessary
to accomplish the purpose of the request, use or disclosure, in accordance with 45 C.F.R. § 164.514(d),
and any amendments thereto.
3.11 HIPAA Final Rule Applicability. PST acknowledges that enactment of the HITECH Act, as
implemented by the HIPAA Final Rule, amended certain provisions of HIPAA in ways that now directly
regulate, or will on future dates directly regulate, PST under the Privacy Rule and Security Rule. PST
agrees, as of the compliance date of the HIPAA Final Rule, to comply with applicable requirements
imposed under the HIPAA Final Rule, including any amendments thereto.
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PRIVILEGED AND CONFIDENTIAL City of Beaumont
Contract Number: RMS 152472
SECTION 4: OBLIGATIONS OF CLIENT
4.1 Notice of Privacy Practices. Client will notify PST of any limitation(s) in its notice of privacy
practices in accordance with 45 C.F.R. § 164.520, to the extent that such limitation may affect PST's use
or disclosure of PHI. Client will provide such notice no later than fifteen (15) days prior to the effective
date of the limitation.
4.2 Notification of Changes Regarding Individual Permission. Client will obtain any consent or
authorization that may be required by the Privacy Rule, or applicable state law, prior to furnishing PST
with PHI. Client will notify PST of any changes in, or revocation of, permission by an Individual to use
or disclose PHI, to the extent that such changes may affect PST's use or disclosure of PHI. Client will
provide such notice no later than fifteen (15) days prior to the effective date of the change.
4.3 Notification of Restrictions to Use or Disclosure of PHI. Client will notify PST of any restriction
to the use or disclosure of PHI that Client has agreed to in accordance with 45 C.F.R. § 164.522, to the
extent that such restriction may affect PST's use or disclosure of PHI. Client will provide such notice no
later than fifteen (15) days prior to the effective date of the restriction. If PST reasonably believes that
any restriction agreed to by Client pursuant to this Section may materially impair PST's ability to perform
its obligations under the Underlying Agreement or this Addendum, the Parties will mutually agree upon
any necessary modification of PST's obligations under such agreements.
4.4 Permissible Requests by Client. Client will not request PST to use or disclose PHI in any manner
that would not be permissible under the Privacy Rule, the Security Rule or the HITECH Act if done by
Client, except as permitted pursuant to the provisions of Sections 2.2, 2.3, 2.4 and 2.5 of this Addendum.
SECTION 5: TERM AND TERMINATION
5.1 Term. The term of this Addendum will commence as of the Effective Date, and will terminate
when all of the PHI provided by Client to PST, or created or received by PST on behalf of Client, is
destroyed or returned to Client. If it is infeasible to return or destroy PHI, PST will extend the protections
to such information, in accordance with Section 5.3.
5.2 Termination for Cause. Upon either Party's knowledge of a material breach by the other Party of
this Addendum, such Party may terminate this Addendum immediately if cure is not possible. Otherwise,
the non -breaching party will provide written notice to the breaching Party detailing the nature of the
breach and providing an opportunity to cure the breach within thirty (30) business days. Upon the
expiration of such thirty (30) day cure period, the non -breaching Party may terminate this Addendum if
the breaching party does not cure the breach or if cure is not possible. If termination is not feasible, the
non -breaching party may report the breach or violation to the Secretary.
5.3 No Cause Termination. Either Party may terminate this Addendum at anytime and for any reason
or no reason upon 90 days prior written notice to the other Party of its intent to terminate.
5.4 Effect of Termination.
5.4.1 Except as provided in Section 5.4.2, upon termination of the Underlying Agreement or
this Addendum for any reason, PST will return or destroy all PHI received from Client, or created or
received by PST on behalf of Client, at Client's expense, and will retain no copies of the PHI. This
provision will apply to PHI that is in the possession of subcontractors or agents of PST.
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PRIVILEGED AND CONFIDENTIAL City of Beaumont
Contract Number: RMS 152472
5.3.2 If it is infeasible for PST to return or destroy the PHI upon termination of the Underlying
Agreement or this Addendum, PST will: (a) extend the protections of this Addendum to such PHI and (b)
limit further uses and disclosures of such PHI to those purposes that make the return or destruction
infeasible, for so long as PST maintains such PHI.
SECTION 6: COOPERATION IN INVESTIGATIONS
The Parties acknowledge that certain breaches or violations of this Addendum may result in litigation or
investigations pursued by federal or state governmental authorities of the United States resulting in civil
liability or criminal penalties. Each Party will cooperate in good faith in all respects with the other Party
in connection with any request by a federal or state governmental authority for additional information and
documents or any governmental investigation, complaint, action or other inquiry.
SECTION 7: SURVIVAL
The respective rights and obligations of PST under Section 5.3 of this Addendum will survive the
termination of this Addendum and the Underlying Agreement.
SECTION 8: AMENDMENT
This Addendum may be modified, or any rights under it waived, only by a written document executed by
the authorized representatives of both Parties. In addition, if any relevant provision of the Privacy Rule,
the Security Rule or the HIPAA Final Rule is amended in a manner that changes the obligations of PST or
Client that are embodied in terms of this Addendum, then the Parties agree to negotiate in good faith
appropriate non-financial terms or amendments to this Addendum to give effect to such revised
obligations.
SECTION 9: EFFECT OF ADDENDUM
In the event of any inconsistency between the provisions of this Addendum and the Underlying
Agreement, the provisions of this Addendum will control. In the event that a court or regulatory agency
with authority over PST or Client interprets the mandatory provisions of the Privacy Rule, the Security
Rule or the HIPAA Final Rule, in a way that is inconsistent with the provisions of this Addendum, such
interpretation will control. Where provisions of this Addendum are different from those mandated in the
Privacy Rule, the Security Rule, or the HIPAA Final Rule, but are nonetheless permitted by such rules as
interpreted by courts or agencies, the provisions of this Addendum will control.
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PRIVILEGED AND CONFIDENTIAL City of Beaumont
Contract Number: RMS 152472
EXHIBIT D
CONFIDENTIALITY AGREEMENT
PST and City of Beaumont ("Client") have entered into an agreement whereby PST provides certain services (the
"Services") to Client (the "Business Support Services Agreement"). Client has entered into a contractual relationship
with [insert name of perso►dendty performing the audit]_ ("Recipient") and instructs PST to allow Recipient to
review certain information in PST's possession regarding Client's business and supplemental payment recovery assistance
services performed by PST ("Client Proprietary Information"). Therefore, in consideration of the mutual covenants and
conditions contained in this Confidentiality Agreement (the "Confidentiality Agreement"), Recipient and Client agree as
follows:
A. During the course of Recipient's examination and review of Client Proprietary Information, Recipient may be
exposed to or review certain proprietary information regarding PST ("PST Proprietary Information"). PST Proprietary
Information refers to any and all data and information relating to the business of PST which has value to PST and is not
generally known by its competitors or the public, including, without limitation, financial information, inventions, methods,
techniques, actual or potential customers and suppliers, the Business Support Services Agreement, PST's business
practices or other trade secrets or confidential information of PST, all report formats, and existing and future products and
computer systems and software. Recipient acknowledges and agrees that all PST Proprietary Information and all physical
embodiments thereof are confidential to PST and are and will remain the sole and exclusive property of PST. All PST
Proprietary Information acquired by Recipient will be kept strictly confidential and will not be disclosed to any other
person or entity (including any entity affiliated with or any division of Recipient), unless required by law or court order.
B. PST Proprietary Information does not include information which (i) is publicly known or which becomes
publicly known through no act or failure to act on the part of Recipient; (ii) is lawfully obtained by Recipient from any
third party entitled to disclose such information; (iii) is in the lawful possession of Recipient prior to such information
having been disclosed to Recipient by PST; or (iv) is independently developed by Recipient.
C. Recipient further agrees that during Recipient's engagement by Client and for a period of one (1) year following
any termination of Recipient's engagement for whatever reason, Recipient will not, directly or indirectly, on Recipient's
own behalf or in the service of, or on behalf of any other individual or entity, divert, solicit or hire away, or attempt to
divert, solicit or hire away, to or for any individual or entity, any person employed by PST, whether or not such employee
is a full-time employee, temporary employee, leased employee or independent contractor of PST, whether or not such
employee is employed pursuant to written agreement and whether or not such employee is employed for a determined
period or at -will.
D. Recipient acknowledges that great loss and irreparable damage would be suffered by PST if Recipient should
breach or violate the terms of this Confidentiality Agreement. In the event Recipient breaches or violates this
Confidentiality Agreement, Recipient agrees that PST would not have an adequate remedy at law and, therefore, that PST
would be entitled to a temporary restraining order and permanent injunction to prevent a breach of any of the terms or
provisions contained in this Confidentiality Agreement, in addition to any monetary damages that may be available at law
or equity. Recipient's obligations under this Confidentiality Agreement will survive indefinitely.
E. Recipient represents and warrants that (i) it has the full power and authority to enter into this Confidentiality
Agreement, and (ii) the person executing this Confidentiality Agreement has the full power and authority to do so.
IN WITNESS WHEREOF, Recipient has signed this Confidentiality Agreement as of the date below written.
RECIPIENT:
By: SAMPLE
Print Name: (No Signature Required)
Title:
Date:
CLIENT: CITY OF BEAUMONT MEDICAL
By:
SAMPLE
Print Name: (No Signature Required)
Title:
Date:
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