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HomeMy WebLinkAboutPublic_Consulting_Group_-_PSA_-_8.18.25 Docusign Envelope ID: 1A9COD47-B21B-427C-A35E-B54EO2104AA3 PUBLIC CONSULTING DROOP City of Waterloo SoluliDns that Matter PUBLIC CONSULTING GROUP EMERGENCY SERVICES AGREEMENT This Services Agreement("Agreement") is entered into by and between City of Waterloo ("CLIENT") and Public Consulting Group LLC ("PCG") as of July 1, 2025 ("Effective Date"). WHEREAS, The Centers for Medicare and Medicaid Services (CMS) allows states to establish alternative payment methodologies for certain classes of providers, including ambulance providers, and WHEREAS, PCG possesses professional skills that can assist CLIENT in analyzing and reporting costs to secure "supplemental payments", and WHEREAS, CONTRACTOR is under contract with Iowa Emergency Services Association ("IEMSA") to provide GEMT services to its membership, and WHEREAS, CLIENT 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, CLIENT and PCG hereby agree as follows: 1. Description of Services. PCG will provide the professional services assigned by CLIENT and more fully described in Attachment A(the "Contracted Services"). PCG acknowledges and agrees that time is of the essence in the value of the Contracted Services, and shall render such Contracted Services in a prompt and diligent manner. 2. Term. The Agreement will be effective from the Effective Date through June 30, 2028, unless this Agreement is terminated earlier pursuant to Section 4 or extended by written agreement of the parties. Unless otherwise specified by CLIENT in writing, PCG will provide the Contracted Services for the full duration of this Agreement. PCG and CLIENT acknowledge that the program services described in Attachments A and B are dependent on receiving state and federal program approval, and it may be necessary to extend the term of this Agreement to receive additional reimbursements. Upon the expiration or termination of this Agreement for any reason all rights granted hereunder shall immediately terminate except for those concerning compensation, confidentiality, intellectual property, or any other provision that,by its terms, is intended to survive the expiration or termination of this Agreement. Specifically, notwithstanding the expiration or termination of the Agreement, CLIENT will compensate PCG as set forth herein with respect to any reimbursements CLIENT receives after the expiration or termination of this Agreement that are the result of the Contracted Services. Page 1 Docusign Envelope ID: 1A9COD47-B21B-427C-A35E-B54EO2104AA3 PUBLIC CONSULTING DROOP City of Waterloo Solutions that Matter 3. Compensation. CLIENT will compensate PCG pursuant to the provisions contained in Attachment B and this Section 3, and unless the parties agree otherwise in writing, shall not pay PCG any other benefits, expenses, or compensation. a. CLIENT will compensate PCG within 30 days following the receipt of billing statements from PCG that comport with the terms of this Agreement. PCG shall submit billing statements directly to the CLIENT Contact Person identified in Section 5. b. Upon termination or expiration of this Agreement, PCG will be entitled to receive compensation for Contracted Services satisfactorily provided prior to the effective date of termination 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 a reasonable period after written notice. Such reasonable period shall be no less than 10 business days. Termination of this Agreement will not discharge the obligations of the parties with respect to the protection of Proprietary or Confidential Information. 5. Notices and Contact Persons. Any notices, requests, consents and other communications hereunder 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: For CLIENT: Brian Carnes Jason Hernandez Senior Consultant Medical Supervisor Public Consulting Group LLC City of Waterloo 148 State Street, 10th Floor 425 E 3rd Street Boston, MA 02109 Waterloo, IA 50703 (346) 437-8398 Jason.Hemandez@Waterloo-IA.org bcarnes@pcgus.com 6. 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, agent,partner, or joint-venturer of CLIENT. Page 2 Docusign Envelope ID: 1A9COD47-B21B-427C-A35E-B54E02104AA3 PUBLIC CONSULTINOOROOP City of Waterloo SolutiDns that Matter b. PCG shall secure and maintain all insurance, licenses, and/or permits necessary to perform the Contracted Services. PCG shall be responsible for paying its employees, and for paying all applicable state and federal taxes including 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 CLIENT to its employees. CLIENT shall deliver to PCG statements of income at the end of each tax year consistent with its independent contractor status. C. Except as may be otherwise provided in this Agreement, PCG has complete and exclusive authority over the means and methods of performing the Contracted Services, need not adhere to policies and procedures applicable to CLIENT employees, and may perform 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 CLIENT or otherwise incur any obligation on behalf of CLIENT for any purpose unless expressly authorized by CLIENT. e. At CLIENT's written request, PCG shall provide to CLIENT: (i) its federal employer tax identification number; and(ii) copies of any applicable business licenses. 7. 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 preserved by law and shall maintain project records in an orderly manner. 8. Insurance. PCG shall maintain during the term of this Agreement such insurance, including general liability and worker's compensation insurance, as will fully protect both CLIENT and PCG from claims that may arise from PCG's performance of the Contracted Services. Each party agrees to indemnify the other party and its officers, employees, and other agents from any and all liability, loss, expense (including reasonable attorney's fees), or claims for injury or damages arising out of the performance of this Agreement but only in proportion to and to the extent such liability, loss, expense, attorney's fees, or claims for injury or damages are caused by or result from the negligent or intentional acts of omissions of the party, its officers, agents, or employees. 9. Assignment. This Agreement may not be assigned by either parry without the prior written consent of the other party, which consent may not be unreasonably withheld or Page 3 Docusign Envelope ID: 1A9COD47-B21B-427C-A35E-B54E02104AA3 PUBLIC CONSULTING DROOP City of Waterloo SolutiDns that Matter delayed. Notwithstanding the foregoing, this Agreement may be assigned by either party: (i)to one of its affiliates or subsidiaries; or(ii) in connection with a merger, consolidation, 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. 10. Subcontracts. PCG may subcontract work under this Agreement to one or more of its affiliate companies. 11. Proprietary or Confidential Information. For purposes of fulfilling its obligations under this Agreement, one party (the "Disclosing Party") may convey to the other party (the "Receiving Party") information that is considered proprietary and confidential to the Disclosing Party. The parties acknowledge that the following is subject and subservient to any applicable public records law. a. "Proprietary or Confidential Information" is defined as information-- including but not limited to trade secrets, strategies, financial information, sales information,pricing information, 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 Parry or others without confidentiality restrictions; (iii)reasonably would be considered confidential and proprietary notwithstanding the absence of any designation; or(iv)is not normally furnished to others without compensation; and which the Disclosing Party wishes to protect against unrestricted disclosure 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 received, or thereafter developed independently by the Receiving Parry; (ii) obtained by the Receiving Party from a source that is lawfully in possession of such information(other than the Disclosing Parry)through no breach of this Agreement or any other confidentiality obligations; or(iii) in the public domain when received, or thereafter in the public domain through no fault of the Receiving Parry. C. The Receiving Parry shall preserve Proprietary or Confidential Information securely and in strict confidence, exercising no less than the same degree of care used to Page 4 Docusign Envelope ID: 1A9COD47-B21B-427C-A35E-B54E02104AA3 PUBLIC CONSULTING DROOP City of Waterloo SoluliD YS that Matter 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 Services, 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. L 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 Confidential 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 Parry or another parry's patents, copyrights, trademarks,trade secret information, or other proprietary rights. The Receiving Parry shall not make,have made,use, or sell for any purpose any product or other item using, incorporating, or derived from any Proprietary or Confidential Information of the Disclosing Parry. 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 disclosure 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 Accountability 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 received. L The Receiving Party shall immediately notify the Disclosing Party upon discovery of any loss or unauthorized disclosure of its Confidential Information. Page 5 Docusign Envelope ID: 1A9COD47-B21B-427C-A35E-B54EO2104AA3 PUBLIC CONSULTING DROOP City of Waterloo SolutiDns that Matter j. The Receiving Party shall not export, directly or indirectly, any U.S. technical data acquired pursuant to this Agreement, or any products utilizing such data, in violation of the United States export laws or regulations. k. If the Receiving Party is requested or required to disclose Proprietary or Confidential Information 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 Confidential Information: 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 Information that is subject to the legal or governmental request or requirement, at Disclosing 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 Proprietary or Confidential Information as the Receiving Party is advised by counsel is legally required to be disclosed. 1. Upon termination or expiration of this Agreement, each party shall cease use of Proprietary 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 termination 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 Disclosing 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 information in its possession, custody or control and shall, upon the Disclosing Party's request, 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. M. 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 Information set forth in this section. Page 6 Docusign Envelope ID: 1A9COD47-B21B-427C-A35E-B54EO2104AA3 PUBLIC CONSULTING DROOP City of Waterloo SolutiD YS that Matter n. Other than as set forth above,neither parry makes any representation or warranty as to the accuracy or completeness of its Proprietary or Confidential Information disclosed under this Agreement. o. This Agreement and its terms shall be treated as Proprietary and Confidential Information. 12. As-Is Information and Data The parties agree and acknowledge that PCG will receive all information and data from CLIENT on an as-is basis. PCG is not responsible for errors or omissions in any data that it receives from CLIENT. PCG is not responsible for reviewing, evaluating, or verifying the accuracy or completeness of any information received by CLIENT. PCG is not liable for any reimbursement, refund, or contribution should CLIENT be subject to penalties in connection with the services rendered. 13. Intellectual Property. Neither party makes any representation or warranty as to the accuracy or completeness of its Proprietary or Confidential Information disclosed under this Agreement. 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. Notwithstanding anything to the contrary, PCG will not deliver any working papers or other records including those that contain outputs, code, or formulas relating to PCG's cost reporting system (Ambulance Services Cost Report Portal), that contain or have embedded within such records any PCG intellectual property or trade secrets, including all aspects concerning the methodology for the creation and calculations included in any cost reports. Such materials are not considered CLIENT's property or works made for hire. 14. Conflicts of Interest. The parties understand that PCG is not required to perform the Contracted Services on a full-time basis for CLIENT 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 exchanged or used by the parties Page 7 Docusign Envelope ID: 1A9COD47-B21B-427C-A35E-B54E02104AA3 PUBLIC CONSULTING GROUP City of Waterloo Solutions that Matter 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 State of Iowa, without regard to choice of law provisions. The parties also consent to the personal jurisdiction in its courts, agree that the state and federal courts of the State of Iowa shall have exclusive jurisdiction over the enforcement of this Agreement, and waive any objection to venue. 20. Miscellaneous 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 IMPLIED WARRANTIES, WHETHER OF MERCHANTABILITY, SUITABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR OTHERWISE FOR SAID CONTRACTED SERVICES. b. NEITHER PARTY SHALL BE LIABLE TO THE OTHER ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, SUCH DAMAGES ARISING FROM ANY TYPE OR MANNER OF COMMERCIAL, BUSINESS, OR FINANCIAL LOSS, EVEN IF THE OTHER PARTY HAD ACTUAL OR CONSTRUCTIVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE. OTHER THAN A CLAIM BY PCG THAT CLIENT HAS NOT PAID COMPENSATION UNDER SECTION 3 OR A CLAIM COVERED BY SECTION 8, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY'S AGGREGATE LIABILITY TO THE OTHER PARTY UNDER THIS AGREEMENT EXCEED AN AMOUNT EQUAL TO THE TOTAL FEES PAID BY CLIENT TO PCG PURSUANT TO SECTION 3 OF THIS AGREEMENT DURING THE PRIOR TWELVE (12) MONTH PERIOD. Page 8 Docusign Envelope ID: 1A9COD47-B21B-427C-A35E-B54EO2104AA3 PUBLIC CONSULTING DROOP City of Waterloo SolLutiDnS that Matter C. Each party agrees that they shall not at any time make disparaging statements or induce others to make disparaging statements, in any form, about the other party or any of its respective employees, officers, directors, products or services. d. 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, epidemics, 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 diligent efforts to re-commence performance as promptly as commercially practicable. e. The captions and headings in this Agreement are for convenience only and are not intended 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 party acknowledges that they been provided with the opportunity to consult with and be represented by independent counsel in negotiating this Agreement. Each party represents that they have read and understand this Agreement and that they are freely and voluntarily entering into this Agreement in exchange for the consideration described herein. This Agreement shall not be construed in favor of or against either parry by reason of authorship. g. 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. IN WITNESS WHEREOF,the parties have executed this Agreement as of the Effective Date written above. CITY OF WATERLOO PUBLIC CONSULTING GROUP LLC DocuSigned by: BY: �' VU Roof BY: NAME: Quentin Hart NAME: Marc Staubley TITLE: Mayor TITLE: Practice Area Director DATE: 8/18/2025 DATE: 07/29/2025 Page 9 Docusign Envelope ID: 1A9COD47-B21B-427C-A35E-B54EO2104AA3 PUBLIC CONSULTING GROUP City of Waterloo SoluliDns that Matter Page 10 Docusign Envelope ID: 1A9COD47-B21B-427C-A35E-B54E02104AA3 PUBLIC CONSULTING DROOP City of Waterloo SoluliDns that Matter ATTACHMENT A CONTRACTED SERVICES Ground Emergency Medical Transportation (GEMT) Program PCG will provide the below Contracted Services will be utilized for three (3) state fiscal year cost reporting cycles, defined as July 1, 2024 to June 30, 2025; July 1, 2025 to June 30, 2026; July 1, 2026 to June 30, 2027. A. CLIENT provides countywide ambulance and medical services some of which will qualify for the GEMT Program for Medicaid. CLIENT 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. CLIENT provides emergency medical transports to Medicaid patients each year and the Contractor shall complete the required paperwork for CLIENT to participate in the GEMT Program. C. This GEMT Program provides for supplemental payments for allowable costs that are in excess of other Medicaid revenue received for emergency medical transportation services to Medicaid eligible recipients. D. PCG shall be familiar with the GEMT Program in the State of Iowa, and all the rules, regulations and requirements associated with the Program. E. PCG shall have the knowledge, skills, and ability to fully complete the required cost reports to the State of Iowa within the time frame prescribed by the Department of Human Services(DHS). F. PCG shall have knowledge of the data and cost reporting principles specified in Iowa Statutes. G. PCG shall have knowledge and experience in the completion of all Schedules as required by the Program. H. CLIENT will provide PCG with all of the required data needed to complete the Schedules; however, PCG is responsible for accurate completion of the Schedules. Page 11 Docusign Envelope ID: 1A9COD47-B21B-427C-A35E-B54E02104AA3 PUBLIC CONSULTINOOR4UY City of Waterloo Solutions that Matter I. PCG shall be able to accept from CLIENT, in electronic submission form, all information via a secure connection in accordance with the Health Insurance Portability and Accountability Act(HIPAA). J. If the completed cost report is rejected by DHS, PCG shall work with CLIENT to make the necessary corrections and/or modifications and resubmit the report before the required filing deadline. K. PCG shall keep CLIENT informed of all updates relating to the GEMT program and estimate the impact of future changes in Medicaid reimbursement. L. PCG shall support CLIENT in establishing the legal and operational ground to participate in the GEMT program. M. PCG shall draft supporting documentation and flow processes for presentation to CLIENT and assist with messaging and review presentations for governmental relationship staff as needed. N. PCG shall monitor claims and cash flows of GEMT program to ensure CLIENT receives appropriate benefit from the program and has met documentation needs. O. PCG agrees to receive compensation for Contracted Services on a contingency fee basis. This compensation will be based on payments received by CLIENT under the GEMT Program. P. If, as a result of an audit by the DHS, a refund is required by CLIENT, PCG agrees to return the portion of the compensation fee that was paid on the amount being refunded and will otherwise not be liable for any other costs, fees, expenses, damages, or amounts. Page 12 Docusign Envelope ID: 1A9COD47-B21B-427C-A35E-B54E02104AA3 PUBLIC CONSULTING DROOP City of Waterloo SoluliDns that Matter ATTACHMENT B COMPENSATION In consideration for the Contracted Services, CLIENT will pay PCG Five Percent (5%) of the federal share portion of reimbursements received by CLIENT under the GEMT program for the state fiscal year cost reporting cycles set forth in Attachment A. PCG will not receive any compensation until all GEMT reimbursements are received by CLIENT. All reimbursement realized by CLIENT from the supplemental payment program for EMS shall be paid in full directly from the DHS to CLIENT. PCG will invoice and receive its compensation after the receipt of reimbursement is received by CLIENT for the GEMT program. PCG will invoice CLIENT based on the reimbursements within 45 days of receipt of funds by CLIENT. Page 13 Docusign Envelope ID: 1A9COD47-B21B-427C-A35E-B54EO2104AA3 Adobe Sign Subject Final Audit Report 2025-07-29 Created: 2025-07-29 By: Icertis CLM(icertisclm@pcgus.com) Status: Signed Transaction ID: CBJCHBCAABAABGX1mwH63Twp8mFQTogaYBLdpvK432Zf "Adobe Sign Subject" History Document created by Icertis CLM (icertisclm@pcgus.com) 2025-07-29-6:57:32 PM GMT Document emailed to Marc Staubley(mstaubley@pcgus.com)for signature 2025-07-29-6:59:07 PM GMT Email viewed by Marc Staubley (mstaubley@pcgus.com) 2025-07-29-6:59:37 PM GMT dp Document e-signed by Marc Staubley (mstaubley@pcgus.com) Signature Date:2025-07-29-7:00:07 PM GMT-Time Source:server Agreement completed. 2025-07-29-7:00:07 PM GMT Powered by Adobe Acrobat Sign