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HomeMy WebLinkAbout2010-034 SIGMA Springfield Ambulance Amn Srvcs Department of Fire & Life Safety Office of the Chief .225 FIFTH STREET SPRINGFIELD, OR 97477 (541)726-3737 FAX (541)726-2297 www.ci.springfield.or.us Greetings Chief Karns: Thank you for giving us the opportunity to present Ashland Fire & Rescue AF&R with a Secured Inter- Governmental Management Agreement SIGMA to provide ambulance billing and FireMed as an integrated program. The goal is to increase net revenue for AF&R by maintaining billing revenue and increasing FireMed revenues over that currently achieved. Through this new agreement, Springfield Fire & Life Safety SFLS will guaranty that all added expenses intended to increase FireMed memberships are paid by SFLS. The portion of the agreement for ambulance billing is identical to that currently in effect. A substantial up-front investment is required by SFLS in printed information, postage and other informational materials. In addition, we provide total office management services to process and maintain individual membership accounts and provide campaign management for fund-raising. AF&R's role is limited to taking applications from a predictably small number of citizens who prefer to "walk in" to join and a limited but important involvement in spreading goodwill and program visibility by public speaking, participation in news events, and placing promotional materials. In turn, SFLS will share in any income beyond that needed to pay expenses. This share is intended to recoup our contribution and mitigate the risk and expense for continuing to invest in future AF&R FireMed membership fund- raising campaigns. As expenses are recouped and membership growth and maintenance stabilized, we will negotiate terms of a successor billing/FireMed SIGMA that will reduce fund-raising expenses to a minimum. Fortunately, FireMed members have proven to be loyal, long-term supporters and long range overhead expenses per membership can be reduced, once the program is well-established. You will note that the proposed date to initiate services is September 1, 2009. While this will give both parties more time for processing, SFLS and our membership promotion partner agency initiated planning and preparation activities on Friday July 31. Early initiation is required to perform campaign activities on time for a September/October promotion. All work prior to the September 1 agreement date incurs no obligation on the part of AF&R, should you decide not to enter into this agreement. We will continue our best efforts in ambulance billing and would be pleased to continue that agreement, regardless of your decision on the new agreement. These efforts by SFLS are aimed at providin9 improved services to AF&R to retain a valuable long-term customer. As an added benefit, we are also working on process improvement designed to minimize the impact on members of the AF&R staff such as Greg and Kimberly. Please review the draft document and let us know if it meets your needs. We are willing to consider changes to the agreement, if necessary. Please send your reply with copies to the SFLS team members. Yours for a successful 2009 FireMed campaign, Dennis Murphy, Fire Chief De",,,,,s M"'1'~t1 " r/ ' l _~ . Ambulance Administrative Services Intergovernmental Agreement 2 This Agreement is entered into by and between the City of Springfield, an Oregon municipal corporation, acting by 3 and through its Department of Fire and Life Safety, hereinafter referred to as "Springfield" and the City of Ashland, an 4 Oregon municipal corporation, on behalf of its ambulance service, hereinafter referred to as "Ashland." 5 RECITALS 6 7 8 9 10 11 12 13 14 15 16 17 18 19 A. ORS 190.010 provides that unijs of local govemment may enter into agreements for the performance of any and all functions and activities that any party to the a9reement, its officers, or agents have authority to perform. Provision 01 services for the remuneration specified in this Agreement will mutually benefit the parties to it. Timely and accurate billing, collection, and patient account services for ambulance services are high priorities for both Ashland and Springfield. Ashland desires to employ Springfield to provide management of the FireMed Ambulance Membership Program. Ashland desires to enter into an Agreement with Springfield whereby Springfield will provide billing, collection, patient account services, and FireMed ambulance membership program management on behalf of Ashland for the area serviced by the Ashland Emergency Medical Services system. Springfield is willing to furnish ambulance billing, collection, patient account services, and FireMed ambulance membership program management to Ashland according to the terms and conditions set forth herein. B. C, D. E. F. 20 AGREEMENT 21 NOW, THEREFORE, in consideration of the above recitals and the covenants contained herein, the parties hereby 22 agree as follows: 23 1. Springfield Services to be Provided. Springfield agrees to provide the services described in EXHIBIT A, 24 which is attached hereto and made a part hereof. . 25 2. Ashland Responsibilities. Ashland agrees to perform the obligations and pay for the services performed 26 by Springfield in the manner and at the rate described in EXHIBIT B, which is attached hereto and made a 27 part hereof. 28 3. Contract Duration. This Agreement shall commence on September 1, 2009 and shall continue until June 29 30, 2011 unless extended, modified, or terminated as provided herein. 30 4. Extension. This Agreement may be extended for additional one-year periods upon compliance with the 31 provisions of paragraph 12 and with the following procedure: 32 4.1. The Springfield Contract Representative and the Ashland Contract Representative shall confer 33 regarding the proposed fee for services and any other proposed Agreement revisions proposed by 34 either party. 35 4.2. lithe parties, after negotiation, agree, an Agreement Modification that stipulates any and all 36 Agreement modifications shall be executed. The Agreement Modification shall be attached to this 37 Agreement. 38 5. Representatives. Each party shall appoint a Contract Representative to represent the party for the purpose 39 of extending this Agreement and giving or receiving any notices provided for in this Agreement and to 40 perform such other functions as are set forth in this Agreement and the Exhibits hereto. The inijial Contract 41 Representatives are named in EXHIBIT C, which is attached hereto and made a part hereof. A party may 42 change ijs Contract Representative by notifying the other party in conformance with the provisions of 43 paragraph 9. Ashland shall appoint an Ambulance Service Representative to perform the Ambulance 44 Service functions stated on EXHIBIT B. The initial Ambulance Service Representative named on EXHIBIT 45 C may be changed in the same way that Contract Representatives are changed. One person may serve in 46 both representative capacities, if that person meets the qualifications to perform both functions. 47 6. Status. In providing services specified in this Agreement (and any associated services), both parties are 4B public bodies and maintain the public body status as specified in ORS 30.260. Both parties understand and 49 acknowledge that each retains all immunities and privileges granted them by the Oregon Tort Claims Act Page 1 at8 EMS Account Services Intergovernmental Agreement-clty of Ashland Expires: June 30, 2011 r) 50 51 52 53 54 55 56 57 58 59 60 61 62 63 54 65 66 67 68 69 70 71 72 73 74 75 76 77 78 79 80 81 82 83 84 85 86 87 88 89 90 91 92 93 94 95 96 97 98 99 100 101 102 103 16. 17. 18. 19. 20. 7. (ORS 30.260 through 3O.295) and any and all other statutory rights granted as a result of their status as local public bodies. Indemnification. To the extent allowed by the Oregon Constitution and the Oregon Revised Statutes, each of the parties hereto agrees to defend, indemnify, and save the other hannless from any claims, liability or damages including attomey fees arising out of any error, omission or act of negligence on the part of the indemnifying party, its officers, agents, or employees in the perfonnance ofthis agreement. Assignment. Neither party shall assign this contract in whole. or in part, or any right or obligation hereunder, without the other party's written approval. Notices. Any notices pennilled or required by this contract shall be deemed given when personally delivered or upon deposit in the United State mail, postage fully prepaid, certified, and retum receipt requested, addressed to the representative designated in EXHIBIT C. Either party may change ils address by notice given to the other in accordance with this paragraph. Integration. This Agreement embodies the entire agreement of the parties. There are no promises, tenns, conditions, or obligations other than those contained herein. This contract shall supersede all prior communications, representations, or agreements, either oral or written, between the parties. This contract shall not be amended except in writing, signed by both parties. Interpretation. This Agreement shall be govemed by and interpreted in accordance with the laws of the state of Oregon. Modification. This Agreement or any of its Exhibits may be modified at any time by mutual consent of parties. No change or modification of this Agreement or any of its Exhibits shall be valid or binding upon the parties hereto unless such a change or modification is in writing signed by all the parties hereto. Termination. Upon 180 days prior written notice delivered to the persons designated in EXHIBIT C, either party, without cause, may tenninate its participation in this Agreement. Obligations upon Termination. Except for Default pursuant to paragraph 15, upon termination, Springfield shall continue to perfonn all services set forth in EXHIBIT A for all ambulance incidents =rring prior to the tennination date except that instead of turning problem accounts over to a collection agency or small claims court, these accounts shall be returned to Ashland for further processing. Upon completion of all services at tennination, Springfield shall retum to Ashland a FireMed membership list and all books, accounts, and records that relate to billing accounts received from Ashland. After tennination, Springfield shall have no obligation to render further services for Ashland except that Springfield shall continue to forward payments received on Ashland accounts to Ashland. Default. In the event that Ashland shall fail to comply with any tenn or condition or fulfill any obligation of this Agreement, Springfield may tenninate the Agreement upon 30 days written notice to Ashland's Contract Representative. In the event that Springfield shall fail to comply with any tenn or condition or fulfill any obligation of this Agreement, Ashland may tenninate the Agreement upon 30 days written notice to Springfield's Contract Representative. Springfield shall tum over to Ashland a FireMed membership list and all receipts, books, accounts, and records in the possession of Springfield that relate to accounts received from Ashland. In such even!. Springfield shall have no obligation to render further services to Ashland except that Springfield shall continue to forward payments received on Ashland's accounts to Ashland. The provisions of paragraph 14 shall apply in connection with an Agreement tennination made under this provision. Waiver and Breach. The waiver by either party of any breach or violation of any provision of this Agreement shall not be deemed a waiver of such term or condition in the future. Attorney Fees. In the event of any action to enforce or interpret this Agreement, the prevailing party shall be entitled to recover from the losing party such additional sums as the court may adjudge for reasonable attorney fees plus all costs and disbursements at trial, on any appeal, or upon review. Notice of Adverse Action. Each party shall notify the other in writing, within five days of receiving any written or oral notice of any adverse action naming or otherwise involving the other. Severability. Invalidation of any tenn or provision herein by judgment or court order shall not affect any other provision, which shall remain in full force and effect. Force Majeur. Neither party to this Agreement shall be held responsible for delay or default caused by fire, riot, acts of God, and/or war that are beyond that party's reasonable control. Ashland may tenninate this Agreement upon written notice after detennining such delay or default will reasonably prevent successful perfonnance of the Agreement. 8. g. 10. 11. 12. 13. 14. 15. Page 2 of 8 Expires: June 30, 2011 EMS Account Services Intergovemmental Agreement---{:ity of Ashland 21. Exhibits. Each Exhibit, if any, to this Agreement is made a part of this Agreement as though set forth fully herein. Any provision of any Exhibit that is in conflict with any provision of this Agreement shall take precedence and supersede the conflicting provision of this Agreement. Paragraph Headings. The paragraph headings appearing in this Agreement are not to be construed as interpretations of the text, but are inserted for convenience and reference of the reader only. 104 105 106 107 108 22. 109 BY THE SIGNATURE OF ITS AUTHORIZED REPRESENTATIVE BELOW, EACH PARTY ACKNOWLEDGES THAT 110 HE/SHE HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND 111 CONDITIONS. 112 IN WITNESS WHEREOF, THE PARTIES HERETO HAVE EXECUTED THIS AGREEMENT. 113 CITY OF ASHLAND: CITY OF SPRINGFIELD, OREGON: AUthOriZe~tiv~ fG4-M 5 Brian Evanoff Print Name Print Name ~l.4.j:" CHIEF Administrative Services Bureau Manager Title T~e Oate 1-g,of ~ /31 I 09 Date r r'\'IEWED & APPROVED "; -'(1 Fr'm, ~_~.....-J. Lcn.,...., ---I .----$J~-~- .c:A .,~,~ 0;0 (;j-I" nT!O:::'~I:::Y Reviewed by City Contract Offir.p.r I~~,-w~ <6/51104 EMS Account Services Intergovernmental Agreement-City of Ashland Page 3 of 8 Expires: June 30, 2011 114 Ambulance Administrative Services Intergovernmental Agreement 115 EXHIBIT A 116 Billing Services. Springfield agrees to perfonn the following services: 117 1. Perfonn billing and collection services under this Agreement on behalf of and in the best interests of Ashland 118 according to the policies, rates, schedules, and instructions established by Ashland. 119 120 121 122 123 124 125 126 127 128 129 130 131 132 133 134 135 136 137 138 139 140 141 142 143 144 145 146 147 148 149 150 151 152 153 154 155 Membership Services. Springfield agrees to perfonn the following services for the Ashland FireMed program: 156 1. Oversee and pay for the marketing and advertising efforts, including postage costs, proposed by Springfield 157 and agreed to by Ashland. Marketing efforts shall include a minimum of two direct mailings, and a 158 PowerPoint@ presentation for the presentations specified in Exhibit B, Item 5. 2. Bill customers and/or insurance companies in a timely manner after receipt of completed patient billing infonnation from Ashland. Assist customers in the preparation of fonns that are required by their insurance companies. Appeal denials based upon medical necessity when documentation supports the need for services rendered by Ashland. Refer delinquent patient accounts to a collection agency, as appropriate. Accept patient payments made with a VISA, MasterCard, Discover, or American Express credit cards. Allow patients to pay their bills in installments when the patient meets criteria for the installment plan option. Transfer all funds collected on Ashland accounts, whether received within the Agreement period or thereafter, to Ashland after the month-end posting has been completed, according to the payment disposition instructions established by Ashland. The transfer of funds shall consist of all monies received by Springfield on account of ambulance services provided by Ashland, excluding any sums overpaid by the customer or third party payer that Springfield shall refund. Springfield shall put Ashland's billing data on the same computer as its own billing data and shall take all reasonable precautions to protect said data. Springfield shall not be responsible for loss of Ashland data, or any damages or loss to Ashland resulting from said loss of data, if that loss of data results from circumstances beyond Springfield's control. Provide the following data on a monthly basis: 9.1. Amount billed (categorized by non-member and member) 9.2. Number of patients billed (categorized by non-member and member) 9.3. Amount collected (categorized by non-member, member, and collection recovery) 9.4. Amount of write-downs and write-ofts 9.5. Refunds made for overpayments 9.6. Other adjustments 9.7, Accounts receivable balance Cooperate in the development or alteration of mutually acceptable billing and collection policies, procedures, practices, or tonns. Assist Ashland in the formulation of ambulance rate structures and fees. Assist Ashland in the analysis and development of managed healthcare agreements. Minimize Ashland's reporting requirements to as great an extent as is reasonably possible. Meet with Ashland's designated representatives to discuss problems and perfonnance as needed. Provide reasonably necessary mutually agreed upon training to appropriate Ashland field and administrative staff regarding the gathering of necessary infonnation and proper completion of run reports. Provide mutually agreed upon additional services for special purposes, or for work outside the nonnal scope of this Agreement. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. Page4of8 EMS Account Services Intergovemmental Agreement-City of Ashland Expires: June 30, 2011 159 2. 160 161 3. 162 163 164 4. 165 166 5. 167 168 169 170 171 172 173 174 175 176 177 178 179 180 6. 181 182 183 7. 164 185 186 187 188 189 190 8. 191 192 193 Maintain a FireMed membership administration and business office in Springfield, and provide service to Ashland FireMed members from this office. Receive all membership mail, record all pertinent data regarding Ashland FireMed members on its compu1er files, and process and deposil all membership fees paid by members, including incurring all banking, credit card and check processing expenses. Maintain and manage agreements with other parties, and manage the functions of such subcontractors, as long as such agreements are advantageous and mutually acceptable to the parties. Transfer funds collected on Ashland FireMed membership accounts, whether received within the contract period or thereafter, to the appropriate party, in a timely manner. During the campaign period of September through November, transfers will be made the second and fourth Friday of each month, or the date following when holidays fall on a Friday. During the rest of the year transfers will be made by the 7''' of each month for the previous month. Receipts shall include all monies received by Springfield for ambulance membership service on behalf of Ashland, bu1 excluding any sums overpaid by the customer that Springfield shall refund to the customer. 5.1. Fund distribution will be based on total memberships sold each year, rather than just increases in membership. Springfield shall distribute funds according to the following schedule: 5.1.1. Ashland shall receive the first $55,640 of membership fees collected (fees for the first 1,070 members.) 5.1.2. Springfield shall retain the next $42,120 of fees collected (fees for the next 810 members.) 5.1.3. Thereafter, Springfield will retain $26.00 per membership for administrative and marketing costs and transfer $26.00 per membership to Ashland. Receive from the air ambulance joint-marketing partner, if any, its contribution to marketing for the campaign, and forward to the air ambulance joint-marketing partner proceeds of air ambulance memberships and reports of membership infonnation. Provide to Ashland the following reports: 7.1. Monthly ambulance membership fee receipts. 7.2. Monthly membership infonnation to include a list of primary members and each member in the household, with the name, address and other identifying and contact infonnation of each member. 7.3. An annual membership report including: a description of marketing activities; enrollment numbers by membership type and other useful groupings, and recommendations for changes for subsequent years. Have Springfield Contract Representative(s) meet with Ashland Contract Representative(s) to discuss perfonnance problems. Such meeting shall occur within five (5) days' notice by either party's Representative of a request to meet. Page 5 of 8 Expires: June 30, 2011 EMS Account Services Intergovernmental Agreement--City of Ashland 194 Ambulance Administrative Services Intergovernmental Agreement 195 EXHIBIT B 196 Ashland Payment and Obligations, Billing Services. Ashland agrees to make payment and perfonn as follows: 197 1. Establish the policies, rates, schedules, and instructions for the billing of Ashland's patients and the 198 disposition of payments received for Springfield to use when providing services to Ashland. Ashland may 199 modify or revoke its policies, rates, schedules, and instructions, at its discretion. 200 201 202 203 204 205 206 207 208 209 210 211 212 213 214 215 216 217 218 219 220 221 222 223 224 225 226 227 228 229 230 231 232 233 234 235 236 237 238 239 240 241 2: Ashland agrees that the policies, instructions, rates, schedules, and payment disposition for Springfield to use when providing services to Ashland shall be made in good faith and shall comply with all applicable laws, rules, and regulations. Ashland shall negotiate in good faith any impact that modifications or revocations may have on Springfield's ability to provide the services listed in EXHIBIT A or upon the price per patient billed as listed in EXHIBIT B, paragraph 13. Provide Springfield, in a mutually acceptable fonnat, the necessary infonnation and proper documentation required to prepare and reach final adjudication of patient claims, to include: 2.1. Ensuring that all ambulance service incident reports use mutually agreed upon report fonns and are completed according to the mutually agreed upon instructions of Springfield. 2.2. Obtaining appropriate patient encounter, demographic, financial, and insurance infonnation as required to process patient account. 2.3, Obtaining an appropriate patient or patient representative signature for all billable patients in a mutually acceptable form or fonnat. Springfield shall not be held responsible for billing or collections on accounts without aforementioned signature, 2.4. Forwarding reports and other billing infonnation fonns to Springfield in a timely manner. 2.5. Both parties agree that Springfield will make reasonable efforts to verify and/or obtain infonnation needed to process patient accounts: however, Springfield is not responsible for errors or omissions when relying on infonnation provided by Ashland. Designate a single person in an administrative position to receive and evaluate all complaints by Ashland officials and employees regarding Springfield's perfonnance under this Agreement, and share the infonnation with the appropriate Springfield Representative in a timely manner. Refer all citizen inquiries regarding their accounts to Springfield. Cooperate to the greatest extent possible with Springfield in ijs efforts to perfonn the services described in EXHIBIT A. 1.1. 1.2, 3. 4. 5. 6. Provide the following to Springfield at time of Agreement execution: 6.1. Medicare, Medicaid, and any other insurance provider numbers assigned to Ashland. 6.2. Copy of most recent Ambulance Service License issued by the Oregon Heallh Division. 6.3. Copy of letter 147C from the Intemal Revenue Service showing the legal name and tax identification number or employer identification number for City of Ashland. 6.4. Power of Attomey to endorse payments received on behalf of, and payable to Ashland, for services associated with this Agreement. Minimize Springfield's reporting requirements to as great an extent as is reasonably possible. Meet with Springfield's designated representatives to discuss problems and perfonnance as needed. Cooperate in the development or alteration of mutually acceptable billing and collection policies, procedures, practices, or fonns. Pennit Springfield to review and comment on any contract or agreement that Ashland may enter into that could affect ambulance fees, charges, or billing and collection practices. Negotiate in good faith any impact that the above-mentioned contracts or agreements may have on Springfield's ability to provide the services listed in EXHIBIT A or upon the price per patient billed as listed in EXHIBIT B, paragraph 13. Provide a liaison in or with Ashland's communication and dispatch center to assist with the approvaUdenial process for non-emergency ambulance transfers. 7. 8. g. 10. 11. EMS Account Services Intergovemmental Agreement-city of Ashland Page 6 of8 Expires: June 30, 2011 242 243 244 245 246 247 248 249 250 251 252 253 254 255 256 257 258 12. If desired, provide, at Ashland's expense, a local telephone number or toll-free long distance number that will automatically forward calls to the Springfield Account Services office. Pay Springfield for services rendered according to the following schedule: 13.1. For monthly patient account services provided to Ashland. the amount per patient billed on behalf of Ashland as follows: Ambulance Dates of Service Per Patient Billed Amount July 1, 2009 through June 30, 2011 ..................................$36.00 13.1.1. Amount due for monthly services rendered by Springfield will be invoiced monthly. Invoices will be sent to Ashland as soon as possible after month-end patient statistics have been computed and will list the number of patients billed and the amount due to Springfield. Pay Springfield additional billing and collection costs incurred by Springfield for special purposes, or for work outside the normal scope of this Agreement, if Ashland approved such additional costs before being incurred. Other than the fees and charges for services rendered as described in this Agreement, Springfield shall have no financial interest in, nor is its compensation related to, the amounts billed and/or collected on behalf of Ashland, regardless of whether amounts were actually collected. 13. 13.2. 13.3. 259 260 Ashland Payment and Obligations, Membership Services. 261 1. Cooperate in good faith with Springfield in its efforts to perform services described in Exhibij "C." 262 2. Forward copies of all business regarding administration or policies of the FireMed Membership Program to 263 Springfield, inform Springfield of intended changes to such documents 180 days prior to when the changes will 264 take effect, and report all changes to such documents as soon as they occur. 265 3. Designate a single person in an administrative position to receive and evaluate all complaints by Ashland officials 266 and employees regarding Springfield's performance under this agreement and share the information with the 267 appropriate Springfield Representative in a timely manner. 268 4. Solicit in good faith the advice and recommendations of Springfield representatives in the development or 269 alteration of ambulance membership policies, procedures, and forms. 270 5. Host one membership campaign-related event to publicize the start of the FireMed membership campaign, and 271 to speak at a minimum of four meetings of local community groups, such as Chamber of Commerce, Rotary, and 272 Kiwanis, during the annual campaign. 273 6. Provide advertising-quality, high resolution photos of the Fire Chief in Class A uniform, a medic unit, and other 274 photos of paramedics and patients (actors) as needed for advertising and publicity purposes. Springfield will 275 provide detailed descriptions for the photographer. 276 7. Provide a local Ashland phone line dedicated to FireMed that will be permanently forwarded to Springfield's 277 office where Springfield personnel will answer all calls and provide service to members and prospective 278 members. 279 8. Provide space in the public area of every fire station for display of FireMed information. 280 9. Display a quality FireMed logo on every medic unit and other first response vehicle used by the department. EMS Account Services Intergovernmental Agreement-City of Ashland Page 7 of 8 Expires: June 30, 2011 281 Ambulance Administrative Services Intergovernmental Agreement 282 EXHIBIT C 283 Representatives. As provided in paragraph 5, the following individuals are the designated representatives to 284 perform the functions set forth in this Agreement. 285 1. Springfield Contract Representative 286 Brian Evanoff, Administrative Services Bureau Manager 287 Springfield Fire and Life Safety 288 225 North Fifth Street 289 Springfield OR 97477 290 Phone: 541-736-1019 FAX: 541-726-2297 291 e-mail: bevanoff@ci.springfield.or.us 292 293 294 295 296 297 298 299 300 301 302 303 304 305 2. DI~ISI6i", Cl,Ie.J:' Title Ashland Contract Representative G-f'e.t 6. S €...- Contact Citv of Ashland Agency 455 Siskivou, Blvd. Address Ashland OR 97520 City State Zip 541-482-2770 Phone 541-488-5318 IJ FAX QS~ [c.",<<, (gt", ~ 5> E-mail Cc.. ) e. U I@ 306 307 308 309 310 311 312 313 314 315 316 317 318 3. Ashland Ambulance Service Representative Contact Trtle Citv of Ashland Agency 455 Siskivou Blvd. Address Ashland OR 97520 City State Zip 541-482-2770 Phone E-mail c.a Se. 8@ 541-488-5318 Ii FAX QS~k'-1d', <<J.....,t.t.S EMS Account Services Intergovernmental Agreement-City of Ashland Expires: June 30, 2011 Page 8 of 8 '. EMS ACCOUNT SERVICES BUSINESS ASSOCIATES AGREEMENT This Agreement between City of Ashland ("Ashland") and City of Springfield ("Springfield") is executed for the purpose of ensuring that SPRINGFIELD carries out its obligations to ASHLAND in compliance with the privacy and security regulations pursuant to Public Law 104-191 of August 21, 1996, known as the Health Insurance Portability and Accountability Act, of 1996, Subtitle F - Administrative Simplification, Sections 261, et seq., as amended ("HIPAA"). This Agreement encompasses SPRINGFIELD'S assurance to protect the confidentiality, integrity, and security of any personally identifiable protected health information ("PHI") that is collected, processed or learned as a result of the services provided to ASHLAND by SPRINGFIELD, including any such information received, stored and transmitted electronically, referred to as electronic protected health information ("e-PHI"). SPRINGFIELD agrees that it will: I. Not use or further disclose PHI except as permitted under this Agreement or required by law; 2. Use appropriate safeguards to prevent use or disclosure of PHI except as permitted by this Agreement; 3. To mitigate, to the extent practicable, any harmful effect that is known to SPRINGFIELD of a use or disclosure of PHI by the SPRINGFIELD in violation of this Agreement. . 4. Report to ASHLAND any use or disclosure of PHI not provided for by this Agreement of which SPRINGFIELD becomes aware; 5. Ensure that any agents or subcontractors to whom SPRINGFIELD provides PHI, or who have access to PHI, agree to the same restrictions and conditions that apply to SPRINGFIELD with respect to such PHI; 6. Make PHI available to ASHLAND and to the individual who has a right of access as required under HIP AA within 30 days of the request by Ashland to the individual; 7. Incorporate any amendments to PHI when notified to do so by ASHLAND; 8. Provide an accounting of all uses or disclosures of PHI made by SPRINGFIELD as required under the HIPAA privacy rule within 60 days; City of Springfield Business Associates Agreement Page 1 , 9. . Make its internal practices, books and records relating to the use and disclosure of PHI available to the Secretary of the Department of Health and Human Services for purposes of determining SPRINGFIELD'S and ASHLAND'S compliance with HIPAA; 10. At the termination of this Agreement, return or destroy all PHI received or created by SPRINGFIELD on behalf of ASHLAND, and if return or destruction is infeasible, the protections of this agreement will continue to extend to such PHI. The specific uses and disclosures of PHI that may be made by SPRINGFIELD on behalf of ASHLAND include: 1. The preparation of invoices to patients, carriers, insurers and others responsible for payment or reimbursement of the services provided by ASHLAND to its patients; 2. Preparation of reminder notices and documents pertaining to collections of overdue accounts; 3. The submission of supporting documentation to carriers, insurers and other payers to substantiate the health care services provided by ASHLAND to its patients or to appeal denials of payment for same. 4. Uses required for the proper management of the SPRINGFIELD as a business associate. 5. Other uses or disclosures of PHI as permitted by HIPAA Privacy Rule. SPRINGFIELD agrees to assume the following obligations regarding electronic Protected Health Information (e-PHI): 1. SPRINGFIELD agrees to implement administrative, physical and technical safeguards that reasonably and appropriately protect the confidentiality, integrity and availability of the e-PHI that it creates, receives, maintains or transmits on behalf of ASHLAND. 2. SPRINGFIELD will ensure that any agent, including a subcontractor, to whom to it provides e-PHI that was created, received, maintained or transmitted on behalf of ASHLAND agrees to implement reasonable and appropriate safeguards to protect the confidentiality, security, and integrity of e-PHI. 3. SPRINGFIELD agrees to alert ASHLAND of any security incident (as defined by the HIPAA Security Rule) which it becomes aware, and the steps it has taken to mitigate any potential security compromise that may have occurred, and City of Springfield Business Associates Agreement Page 2 provide a report to ASHLAND of any loss of data or other information system compromise as a result of the incident. Notwithstanding any other provisions of this Agreement, this Agreement may be terminated by ASHLAND, in its sole discretion, if ASHLAND determines that SPRINGFIELD has violated a term or provision of this Agreement, or if SPRINGFIELD engages in conduct which would, if committed by ASHLAND, would result in a violation of the HIPAA privacy or security rules by ASHLAND. Agreed to this ?-...4.u,. day of~, 2009. By: ~r~ 'ASHLAND Its: f"l;'" Clt, Its: A:sB 1Y\.CVVu:>t~...lA.. ,Date:~ 12410e; Date: Reviewed by City Contract Officer ~ t;. uJJ".. qlultJ~ Hr. ViEIi.lr'"i) " I'.rr:'n\l~n ~W~O~IV~ ~ - ,.,....., ~': 'It::-5j --;o.3L~ OFfiCE OF CITY f\TIO'1I~;;:Y City of Springfield Business Associates Agreement Page 3