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HomeMy WebLinkAboutPublic Consulting Group - PSA 8.5.24CONSULTING GROUP lall PUBLIC SoIuL1{ ns that Mutter City of Waterloo Medicare Ground Ambulance Data Collection Services MEDICARE GROUND AMBULANCE DATA COLLECTION SERVICES AGREEMENT This Agreement ("Agreement") is entered into by and between the City of Waterloo ("PROVIDER") and Public Consulting Group LLC ("PCG") as of July 22nd , 2024 ("Effective Date"). WHEREAS, The Centers for Medicare and Medicaid Services (CMS) implemented a Ground Ambu- lance Data Collection System in response to legislation passed by Congress in the Bipartisan Budget Act of 2018 requiring providers of ground ambulance services to collect and report expenditures, reve- nues, utilization, and other data; and WHEREAS, PCG possesses professional skills that can assist PROVIDER in collecting and reporting the required data elements to complete the Ground Ambulance Data Collection System; and WHEREAS, PROVIDER wishes to engage PCG as an independent contractor to perform professional services in connection with this initiative; THEREFORE, for good and valuable consideration, the receipt and adequacy of which is acknowledged, PROVIDER and PCG hereby agree as follows: 1. Description of Services PCG will provide the professional services assigned by PROVIDER and more fully described in Attachment A (the "Contracted Services"). PCG acknowledges and agrees that time is of the es- sence in the value of the Contracted Services and shall render such Contracted Services in a prompt and diligent manner. 2. Term PCG will commence performance for the Contracted Services under this Agreement on the Effec- tive Date and will complete performance by June 30, 2026 (the "Term"). Unless otherwise speci- fied by PROVIDER in writing, PCG will provide the Contracted Services for the full Term. Upon the expiration or termination of this Agreement for any reason, all rights granted hereunder shall immediately terminate except for those concerning compensation, confidentiality, intellec- tual property, or any other provision that, by its terms, is intended to survive the expiration or ter- mination of this Agreement. Specifically, notwithstanding the expiration or termination of the Agreement, PROVIDER will compensate PCG as set forth herein with respect to any reimburse- ments PROVIDER receives after the expiration or termination of this Agreement that are the re- sult of the Contracted Services 3. Compensation a. PROVIDER will compensate PCG pursuant to the provisions contained in Attachment B and this Section 3, and will not pay PCG any other benefits, expenses, or compensation. The compensation arrangement may be changed by written agreement of the parties. b. PROVIDER will compensate PCG within thirty (30) days following the receipt of any billing statement(s) from PCG that comport with the terms of this Agreement and Attach- ment B. PCG shall submit billing statements directly to the PROVIDER Contact Person identified in Section 5. Page 1 CONSULTING GROUP lall PUBLIC SoIuti ns that Mutter City of Waterloo Medicare Ground Ambulance Data Collection Services c. Upon termination or expiration of this Agreement, PCG will be entitled to receive com- pensation for Contracted Services satisfactorily provided prior to the effective date of ter- mination or expiration. 4. Termination This Agreement may be terminated immediately by either party following a material breach of this Agreement and a failure to cure such breach within ten (10) business days after receiving written notice. 5. Notices and Contact Persons. Any notices, requests, consents and other communications here- under shall be in writing and shall be effective upon any of the following: (1) when delivered personally to the person designated below to receive notices for the party (the party's "Contact Person"); (2) when e-mailed to the party's Contact Person at the e-mail address listed below with an acknowledgment of receipt; or (3) five days after being deposited into the United States mail (either certified mail with return receipt requested, or first class postage prepaid), addressed to the party's Contact Person at the address set forth below. The individuals listed below shall serve as each party's Contact Person for purposes of this Agreement unless the party replaces the Contact Person by written notice to the other party as required by this Section: For PCG: Sarah DiCicco Associate Manager Public Consulting Group LLC 816 Congress Avenue, Suite 1110 Austin, TX 78701 sdicicco@pcgus.com For City of Waterloo: Jason Hernandez Medical Supervisor Waterloo Fire Rescue 425 E 3rd Street Waterloo, Iowa 50703 Jason.Hernandez@waterloo-IA.org 6. Subcontracting PCG may subcontract work under this Agreement to one or more of its affiliate companies. 7. Standards of Conduct PCG shall comply with all applicable laws, rules, regulations, and standards of ethical conduct, including those relating specifically to the performance of the Contracted Services under this Agreement. 8. Relationship of the Parties a. The parties agree that PCG is an independent contractor, and that neither it nor any of its employees is an employee of PROVIDER. b. PCG shall secure and maintain all insurance, licenses, and/or permits necessary to per- form the Contracted Services. PCG shall pay all applicable state and federal taxes includ- ing unemployment insurance, social security taxes, and state and federal withholding taxes. PCG understands that neither it nor its employees will be eligible for benefits or privileges provided by PROVIDER to its employees. PROVIDER will deliver to PCG statements of income at the end of each tax year consistent with its independent contrac- tor status. Page 2 CONSULTING GROUP lall PUBLIC SoIuL1{ ns that Mutter City of Waterloo Medicare Ground Ambulance Data Collection Services c. Except as may be otherwise provided in this Agreement, PCG has complete and exclu- sive authority over the means and methods of performing the Contracted Services, need not adhere to policies and procedures applicable to PROVIDER employees, and may per- form the Contracted Services according to its own schedule at its own offices or at any other location. PCG shall hire its own employees, use its own tools and equipment, and purchase its own supplies. d. PCG has no authority to and shall not purport to bind, represent, or speak for PROVIDER or otherwise incur any obligation on behalf of PROVIDER for any purpose unless ex- pressly authorized by PROVIDER. 9. Record Maintenance With respect to all records of any kind that PCG acquires or creates for purposes of performing the Contracted Services, PCG shall not knowingly destroy records that are required to be pre- served by law and shall maintain project records in an orderly manner. 10. Assignment This Agreement may not be assigned by either party without the prior written consent of the other party, which consent may not be unreasonably withheld or delayed. Notwithstanding the forego- ing, this Agreement may be assigned by either party: (i) to one of its affiliates or subsidiaries; or (ii) in connection with a merger, consolidation, or sale of all of the equity interests of the party, or a sale of all or substantially all of the assets of the party to which this Agreement relates. 11. Proprietary or Confidential Information For purposes of fulfilling its obligations under this Agreement, one party ("Disclosing Party") may convey to the other party ("Receiving Party") information that is considered proprietary and confidential to the Disclosing Party. a. "Proprietary or Confidential Information" is defined as information -- including but not limited to trade secrets, strategies, financial information, sales information, pricing infor- mation, operational techniques, software, and intellectual property -- that (i) has not been previously published or otherwise disclosed by the Disclosing Party to the general public; (ii) has not previously been available to the Receiving Party or others without confidentiality restrictions; (iii) reasonably would be considered confidential and proprietary notwithstand- ing the absence of any designation; or (iv) is not normally furnished to others without com- pensation; and which the Disclosing Party wishes to protect against unrestricted disclo- sure or competitive use. In addition, the term "Proprietary or Confidential Information" shall also mean all information or data, regardless of whether it is in tangible form, that is disclosed or otherwise made available by the Disclosing Party to the Receiving Party and designated as "confidential" or "proprietary" by the Disclosing Party. Such designation shall be clear and in writing, either before the Proprietary or Confidential Information is disclosed or within a reasonable time afterwards. The term "Proprietary or Confidential Information" includes the original information provided by Disclosing Party as well as all copies. b. Proprietary or Confidential Information does not include information that, without a breach of this Agreement, is (i) known to the Receiving Party without restriction when re- ceived, or thereafter developed independently by the Receiving Party; (ii) obtained by the Page 3 CONSULTING GROUP lall PUBLIC SoIuL1{ ns that Mutter City of Waterloo Medicare Ground Ambulance Data Collection Services Receiving Party from a source that is lawfully in possession of such information (other than the Disclosing Party) through no breach of this Agreement or any other confidentiality obli- gations; or (iii) in the public domain when received, or thereafter in the public domain through no fault of the Receiving Party. c. The Receiving Party shall preserve Proprietary or Confidential Information securely and in strict confidence, exercising no less than the same degree of care used to protect the security and confidentiality of its own confidential and proprietary information, and in any event no less than reasonable care. d. The Receiving Party shall use and disclose Proprietary or Confidential only for purposes of the Contracted Services. The Receiving Party shall not divulge any such Proprietary or Confidential Information to any employee who is not working on the Contracted Ser- vices, without the prior written consent of the Disclosing Party. e. The Receiving Party shall not disclose the Proprietary or Confidential Information to any third party without prior written authorization from the Disclosing Party. f. All Proprietary or Confidential Information shall remain the property of the Disclosing Party notwithstanding any disclosure under this Agreement. The Receiving Party recognizes and agrees that nothing contained in this Agreement nor the exchange of Proprietary or Confi- dential Information under this Agreement shall be construed as transferring or granting any right, title, interest, or license under any copyrights, inventions, or patents now or hereafter owned or controlled by either Party. The Disclosing Party does not grant the Receiving Party any express or implied right to or under the Disclosing Party or another party's patents, copyrights, trademarks, trade secret information, or other proprietary rights. The Receiving Party shall not make, have made, use, or sell for any purpose any product or other item us- ing, incorporating, or derived from any Proprietary or Confidential Information of the Dis- closing Party. g• If and to the extent that Proprietary or Confidential Information includes information that is confidential or proprietary to a third party, the Disclosing Party warrants that the dis- closure does not violate any agreement with the third party or any rights of the third party, including any agreement or rights under the Health Insurance Portability and Ac- countability Act ("HIPAA") and other federal or state laws governing medical records, and shall indemnify the Receiving Party as to any claim against it by the third party or a government agency relating to such disclosure. h. Rights and obligations under this Agreement shall take precedence over specific legends or statements that may be associated with Proprietary or Confidential Information when re- ceived. i. The Receiving Party shall immediately notify the Disclosing Party upon discovery of any loss or unauthorized disclosure of its Confidential Information. J. The Receiving Party shall not export, directly or indirectly, any U.S. technical data ac- quired pursuant to this Agreement, or any products utilizing such data, in violation of the United States export laws or regulations. Page 4 CONSULTING GROUP lall PUBLIC SoIuLi{ ns that Mutter City of Waterloo Medicare Ground Ambulance Data Collection Services k. If the Receiving Party is requested or required to disclose Proprietary or Confidential In- formation pursuant to a subpoena or an order of a court or governmental agency having jurisdiction, the Receiving Party shall, prior to any disclosure of Proprietary or Confiden- tial Information: J. i. Provide the Disclosing Party with prompt written notice of the existence, terms, and circumstances surrounding the legal or governmental request or requirement, no later than 2 business days after receiving it; ii. Consult with the Disclosing Party on the appropriate response to the request; iii. Cooperate with the Disclosing Party in its reasonable efforts to obtain an order or otherwise limit or restrict the disclosure of its Proprietary or Confidential Infor- mation that is subject to the legal or governmental request or requirement, at Dis- closing Party's sole expense; and iv. Only after fully complying with the above steps, if disclosure of Proprietary or Confidential Information is still required, furnish only such portion of the Proprie- tary or Confidential Information as the Receiving Party is advised by counsel is le- gally required to be disclosed. Upon termination or expiration of this Agreement, each party shall cease use of Proprie- tary or Confidential Information received from the other party. At the written request of the Disclosing Party at any time during this Agreement, or within 30 days of the termina- tion or expiration of this Agreement, the Receiving Party shall promptly return all copies of such information in its possession, custody, or control, promptly furnishing the Dis- closing Party with written certification of such return. If the Disclosing Party does not request the return of Proprietary or Confidential Data within 30 days of the termination or expiration of this Agreement, the Receiving Party shall destroy all copies of such infor- mation in its possession, custody or control and shall, upon the Disclosing Party's re- quest, furnish the Disclosing Party with written certification of such destruction. If return or destruction is not practicable, the Receiving Party shall so notify the Disclosing Party and shall keep such information secure and confidential in perpetuity. k. The termination or expiration of this Agreement for any reason shall not discharge the obligations of the Parties with respect to the protection of Proprietary or Confidential In- formation set forth in this section. 1. Other than as set forth above, neither party makes any representation or warranty as to the accuracy or completeness of its Proprietary or Confidential Information disclosed under this Agreement. m. This Agreement and its terms shall be treated as Proprietary and Confidential Infor- mation. 12. As -Is Information and Data The parties agree and acknowledge that PCG will receive all information and data from PRO- VIDER on an as -is basis. PCG is not responsible for errors or omissions in any data that it re- ceives from PROVIDER, nor for any inaccuracies or mistakes in the survey that result from er- Page 5 CONSULTING GROUP lall PUBLIC Sojuth ns that Mutter City of Waterloo Medicare Ground Ambulance Data Collection Services rors or omissions in information received from PROVIDER. PCG is not responsible for review- ing, evaluating, or verifying the accuracy or completeness of any information received by PRO- VIDER. PCG is not liable for any reimbursement, refund, or contribution should PROVIDER be subject to penalties in connection with the Contracted Services. 13. Intellectual Property Each party retains all right of interest in any work product and all intellectual property that it con- ceives, devises, or develops in connection with the performance of the Contracted Services under this Agreement, or that it owned prior to execution of this Agreement, except as may be specifi- cally assigned or transferred in a written contract. PCG guarantees that its use or creation of any intellectual property under this Agreement does not infringe upon the intellectual property rights of any third party. 14. Conflicts of Interest The parties understand that PCG is not required to perform the Contracted Services on a full-time basis for PROVIDER and may perform services for other individuals and organizations consistent with the limitations in this Agreement. 15. Waiver The failure of a party to enforce a provision of this Agreement shall not constitute a waiver with respect to that provision or any other provision of this Agreement. 16. Entire Agreement This Agreement (including the attachments) constitutes the entire agreement between the parties with respect to the subject matter of the Contracted Services, and supersedes all prior agreements and understandings, both written and oral. Notwithstanding the foregoing, any separate written agreement between the parties regarding the confidentiality and security of information ex- changed or used by the parties for purposes of this Agreement shall be effective unless and until it is specifically terminated. 17. Amendment This Agreement may be amended only by written agreement of the parties, signed by authorized representatives and referencing this Agreement. 18. Severability If any provision in this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions in this Agreement shall continue in full force and effect. 19. Applicable Law and Venue This Agreement, and all other aspects of the business relationship between the parties, shall be construed, interpreted, and enforced under and in accordance with the laws of the Commonwealth of Massachusetts, without regard to choice of law provisions. The parties also consent to the per- sonal jurisdiction in its courts, agree that the state and federal courts of the Commonwealth of Massachusetts shall have exclusive jurisdiction over the enforcement of this Agreement, and waive any objection to venue. 20. Miscellaneous Page 6 CONSULTING GROUP lall PUBLIC SoIuti{ ns that Mutter City of Waterloo Medicare Ground Ambulance Data Collection Services a. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, PCG DOES NOT MAKE ANY WARRANTY WITH RESPECT TO THE CONTRACTED SERVICES, WHETHER EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIMS ANY IM- PLIED WARRANTIES, WHETHER OF MERCHANTABILITY, SUITABILITY, FIT- NESS FOR A PARTICULAR PURPOSE, OR OTHERWISE FOR SAID CON- TRACTED SERVICES. b. NEITHER PARTY SHALL BE LIABLE TO THE OTHER ANY INCIDENTAL, INDI- RECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, SUCH DAMAGES ARISING FROM ANY TYPE OR MAN- NER OF COMMERCIAL, BUSINESS, OR FINANCIAL LOSS, EVEN IF THE OTHER PARTY HAD ACTUAL OR CONSTRUCTIVE KNOWLEDGE OF THE POS- SIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAM- AGES WERE FORESEEABLE. OTHER THAN A CLAIM BY PCG THAT CLI- ENT HAS NOT PAID COMPENSATION UNDER SECTION 3, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY'S AGGREGATE LIABILITY TO THE OTHER PARTY UNDER THIS AGREEMENT EXCEED $35,000 IN THE AGGREGATE. c. Neither party shall be responsible for delays or failures in performance resulting from acts of God, acts of civil or military authority, terrorism, fire, flood, strikes, war, epidem- ics, pandemics, shortage of power, or other acts or causes reasonably beyond the control of that party. The party experiencing the force majeure event agrees to give the other party notice promptly following the occurrence of a force majeure event, and to use dili- gent efforts to re -commence performance as promptly as commercially practicable. d. The parties agree that the terms of this Agreement result from negotiations between them. This Agreement will not be construed in favor of or against either party by reason of au- thorship. e. The captions and headings in this Agreement are for convenience only and are not in- tended to, and shall not be construed to, limit, enlarge, or affect the scope or intent of this Agreement, nor the meaning of any provisions hereof. f. Each individual signing below on behalf of a party hereby represents and warrants that they have full power and authority to enter into this Agreement on behalf of such party. Each party to this Agreement hereby represents and warrants that it has full power and authority to enter into this Agreement, that the execution, delivery, and performance of this Agreement has been fully authorized and approved, and that no further approvals or consents are required to bind such party. Page 7 CONSULTING GROUP lall PUBLIC SoIuL1{ ns that Mutter City of Waterloo Medicare Ground Ambulance Data Collection Services IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date written above. PUBLIC CONSULTING GROUP LLC CITY OF WATERLOO BY: BY: 62U2fC/ 9-Car NAME: NAME: Quentin Hart TITLE: TITLE: Mayor DATE: DATE: 8/5/2024 DIGITALLY SIGNED .di Page 8 CONSULTING GROUP lall PUBLIC SoIuL1{ ns that Mutter City of Waterloo Medicare Ground Ambulance Data Collection Services ATTACHMENT A CONTRACTED SERVICES A. PROVIDER provided at least one Medicare ground ambulance transport in the calendar year of 2023, is enrolled to receive Medicare payments, and received notification from CMS of its re- quired participation in the Medicare Ground Ambulance Data Collection Survey (the "Survey"). PROVIDER must comply with both U.S. Department of Health and Human Services under the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and the Health Information Technology for Economic and Clinical Health (HITECH) Act and as such, PCG shall comply. B. This Survey requests individual providers to submit data to CMS that relates to organizational characteristics, utilization, costs and revenue. The data may be used by CMS to evaluate the ade- quacy of Medicare payment rates for ground ambulance services, to inform future Medicare rate changes, and possible payment system reforms. C. PCG shall be familiar with the Medicare Ground Ambulance Data Collection Survey and all the rules, regulations and requirements associated with the Survey. D. PCG shall have the knowledge, skills, and ability to fully complete the required data survey to the Center of Medicaid and Medicare Services (CMS) within the time frame prescribed by CMS. E. PCG shall have knowledge and experience in the completion of all 13 Sections of the "Instru- ment" Survey. F. PCG shall keep PROVIDER informed of all updates relating to the Survey. G. PCG will prepare and audit the completed Survey and its supporting documentation in accord- ance with the Medicare principles of reimbursement that include but are not limited to 2 CFR 200 Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, and other relevant documents which provide regulatory guidance on allowable costs and provider charges. H. PCG will submit the final report and supporting documentation, if allowable by proxy, via the Centers for Medicare and Medicaid Services (CMS) web -based portal; if not allowable, PRO- VIDER will submit the final report and supporting documentation. A final copy of the survey, work papers and methodologies for filing the Survey will be submitted to PROVIDER. The Contracted services that PCG will provide for the Survey will apply to one (1) National Pro- vider Identifier (NPI) for one (1) 12-month reporting period, defined as July I st, 2023 to June 30th, 2024, followed by a 5-month data collection/submission period commencing on July 1st, 2024. Page 9 CONSULTING GROUP lall PUBLIC SoIuLi{ ns that Mutter City of Waterloo Medicare Ground Ambulance Data Collection Services ATTACHMENT B COMPENSATION CONTRACTOR shall be paid compensation for all Contracted Services performed as described in Attach- ment A under a flat fee structure. Total compensation for this AGREEMENT shall be $20,000 (twenty thousand dollars). Fee Structure for Iowa EMS Association Members: PCG Premium Service Level (Tier III) $35,000 IEMSA Discount (20%) $7,000 Additional discount $8,000 Total IEMSA Member Fee $20,000 CONTRACTOR will invoice PROVIDER within thirty (30) days following the submission of the Medicare Ground Ambulance Data Collection Survey. PROVIDER will remit payment to CONTRACTOR within thirty (30) days of invoice receipt. Upon the expiration or termination of this Agreement, for any reason, provisions concerning fees and com- pensation will survive the expiration or termination of this Agreement. Page 10