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HomeMy WebLinkAbout23-36 Resolution No. 23-36 RESOLUTION AUTHORIZING EXECUTION OF A CONTRACTOR AGREEMENT WITH PUBLIC CONSULTING GROUP LLC FOR CONSULTING SERVICES IN CONNECTION WITH THE GROUND AMBULANCE DATA COLLECTION SYSTEM FOR THE CENTERS FOR MEDICARE AND MEDICAID SERVICE (CMS) BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS, that pursuant to Elgin Municipal Code Section 5.02.020B(9)the City Council hereby finds that an exception to the requirements of the procurement ordinance is necessary and in the best interest of the city; and BE IT FURTHER RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS,that Richard G. Kozal, City Manager, and Kimberly A. Dewis, City Clerk,be and are hereby authorized and directed to execute an Agreement on behalf of the City of Elgin with Public Consulting Group LLC, for consulting services in connection with the ground ambulance data collection for the Centers for Medicare and Medicaid Service (CMS), a copy of which is attached hereto and made a part hereof by reference. s/David J. Kaptain David J. Kaptain, Mayor Presented: March 8, 2023 Adopted: March 8, 2023 Omnibus Vote: Yeas: 9 Nays: 0 Attest: s/Kimberly Dewis Kimberly Dewis, City Clerk PUBLIC City of Elgin Fire Department CONSULTING GROUP Medicare Ground Ambulance Data Collection Services Solutions that Matter CONTRACTOR AGREEMENT This Agreement("AGREEMENT')is entered into by and between the City of Elgin,Illinois,a municipal corporation,by and through its Fire Department("PROVIDER")and Public Consulting Group LLC,a Delaware limited liability company("PCG"or"CONTRACTOR")as of March 8,2023("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,revenues, utilization,and other data;and WHEREAS,CONTRACTOR 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 CONTRACTOR as an independent contractor to perform professional services in connection with this initiative; THEREFORE,for good and valuable consideration,the receipt and sufficiency of which is acknowl- edged,PROVIDER and CONTRACTOR hereby agree as follows: 1. Description of Services CONTRACTOR will provide the professional services assigned by PROVIDER and more fully described in Attachments A and B,attached hereto and made a part hereof(the"Contracted Ser- vices").CONTRACTOR 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 CONTRACTOR shall complete full performance by July 30,2026(the"Term").Unless other- wise specified by PROVIDER in writing,CONTRACTOR will provide the Contracted Services for the full Term. Upon the expiration or termination of this AGREEMENT for any reason,all rights granted here- under shall immediately terminate except for those concerning compensation,confidentiality,in- tellectual property,or any other provision that,by its terms, is intended to survive the expiration or termination of this AGREEMENT. 3. Compensation a. PROVIDER will compensate CONTRACTOR the total sum of$35,000 pursuant to the provisions contained in Attachment B and this Section 3,and will not pay CONTRAC- TOR any other benefits,expenses,or compensation.The compensation arrangement may be changed by written agreement of the parties. b. PROVIDER will compensate CONTRACTOR within thirty(30)days following the re- ceipt of any billing statement(s)from CONTRACTOR that are actually performed and which otherwise comport with the terms of this AGREEMENT in Attachment B.CON- TRACTOR shall submit billing statements directly to the PROVIDER Contact Person identified in Section 5. Page 1 PUBLIC City of Elgin Fire Department CONSULTING GROUP Medicare Ground Ambulance Data Collection Services Solutions that Matter C. Upon termination or expiration of this AGREEMENT,CONTRACTOR will be entitled to receive compensation for Contracted Services satisfactorily provided prior to the effec- tive date of termination or expiration on an ad valorem basis. 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 not to exceed ten(10)business days. 5. Notices and Contact Persons Any notices,requests,consents and other communications hereunder shall be in writing and shall be effective either when delivered personally to the party for whom intended,e-mailed with an acknowledgment of receipt,or five days following deposit of the same into the United States mail (first class postage prepaid),addressed to such party at the address set forth below,who shall serve as Contact Person(s)unless replaced by a party by written notice to the other party: For CONTRACTOR: Sarah DiCicco Senior Consultant 816 Congress Ave,Suite 1110 Austin,Texas 78701 737-443-7420 sdicicco@pcgus.com For PROVIDER: Mike Rothecker Assistant Fire Chief 550 Summit Street Elgin,Illinois 60120 847-931-6182 Rothecker—M@cityofelgin.org 6. CONTRACTOR Representation CONTRACTOR represents that it is not presently debarred,suspended,proposed for debarment, declared ineligible,or voluntarily excluded from participation in transactions by any federal, state,or local governmental authority.CONTRACTOR shall immediately notify PROVIDER re- garding the circumstances if this representation becomes no longer accurate during the term of this AGREEMENT. 7. Standards of Conduct CONTRACTOR 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 CONTRACTOR is an independent contractor,and that neither it nor any of its employees is an employee of PROVIDER. Page 2 PUBLIC City of Elgin Fire Department CONSULTING GROUP Medicare Ground Ambulance Data Collection Services Solutions that Matter b. CONTRACTOR shall secure and maintain all insurance,licenses,and/or permits neces- sary to perform the Contracted Services.CONTRACTOR shall pay all applicable state and federal taxes including unemployment insurance,social security taxes,and state and federal withholding taxes.CONTRACTOR understands that neither it nor its employees will be eligible for benefits or privileges provided by PROVIDER to its employees.PRO- VIDER will deliver to CONTRACTOR 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,CONTRACTOR has com- plete and exclusive authority over the means and methods of performing the Contracted Services,need not adhere to policies and procedures applicable to PROVIDER employ- ees,and may perform the Contracted Services according to its own schedule at its own offices or at any other location. CONTRACTOR shall hire its own employees,use its own tools and equipment,and purchase its own supplies. d. CONTRACTOR 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 expressly authorized by PROVIDER. 9. Record Maintenance With respect to all records of any kind that CONTRACTOR acquires or creates for purposes of performing the Contracted Services,CONTRACTOR shall not knowingly destroy records that are required to be preserved 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 foregoing,this AGREEMENT may be assigned by either party:(i)to one of its affiliates or sub- sidiaries;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 proprie- tary 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 information,operational techniques,software,processes,strategies,procedures,plans, know-how,ideas,inventions,and intellectual property—that(i)reasonably would be considered confidential and proprietary notwithstanding the absence of any designation; (ii)has not previously been published or otherwise disclosed by the Disclosing Party to the general public,and(iii)has not previously been available to the Receiving Party or others without confidentiality restrictions. 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 Page 3 PUBLIC City of Elgin Fire Department CONSULTING GROUP Medicare Ground Ambulance Data Collection Services Solutions that Matter Disclosing Party. Such designation shall be clear and in writing. 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 Party;(ii)obtained by the Receiving Party from a source,who is lawfully in possession of such information(other than the Disclosing Party)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 Party. b. 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. C. The Receiving Party shall use Proprietary or Confidential Information solely for purposes of the Contracted Services,and for no other purpose,and shall disclose Proprietary or Confidential Information only to such officers and employees of the Receiving Party with a need to know such Proprietary or Confidential Information for purposes of those Con- tracted Services. The Receiving Party shall not divulge any such Proprietary or Confi- dential Information to any employee who is not working on matters relating to this AGREEMENT and the Contracted Services,without the prior written consent of the Dis- closing Party. d. Rights and obligations under this AGREEMENT shall take precedence over specific leg- ends or statements that may be associated with Proprietary or Confidential Information when received. e. Upon termination or expiration of this AGREEMENT,each party shall cease use of Pro- prietary or Confidential Information received from the other party. To the extent permit- ted by law,at the request of the Disclosing Party,the Receiving Party shall promptly de- stroy all physical copies of such information in its possession,custody,or control and shall furnish the Disclosing Party with written certification of such destruction within thirty(30)days of such request. Alternatively,if the Disclosing Party fails to provide such a written request to the Receiving Party within ten(10)days of the termination of this AGREEMENT,the Receiving Party shall return all such physical copies of such in- formation to the Disclosing Party. If return is not practicable,the Receiving Party shall so notify the Disclosing Party and shall keep such information secure and confidential in perpetuity to the extent permitted by law. E The Receiving Party shall immediately notify the Disclosing Party upon discovery of any loss or unauthorized disclosure of its Proprietary or Confidential Information. 12. As-Is Information and Data The parties agree and acknowledge that CONTRACTOR will receive all information and data from PROVIDER on an as-is basis.CONTRACTOR is not responsible for errors or omissions in any data that it receives from PROVIDER,nor for any inaccuracies or mistakes in the survey that result from errors or omissions in information received from PROVIDER.CONTRACTOR is not Page 4 PUBLIC_ City of Elgin Fire Department CONSULTING GROUP Medicare Ground Ambulance Data Collection Services Solutions that Matter responsible for reviewing,evaluating,or verifying the accuracy or completeness of any infor- mation received by PROVIDER.CONTRACTOR is not liable for any reimbursement,refund,or contribution should PROVIDER be subject to penalties in connection with the Contracted Ser- vices. 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 specifically assigned or transferred in a written contract.CONTRACTOR guarantees that its use or creation of any intellectual property under this AGREEMENT does not infringe upon the intel- lectual property rights of any third party. 14. Conflicts of Interest The parties understand that CONTRACTOR is not required to perform the Contracted Services on a full-time basis for PROVIDER and may perform services for other individuals and organiza- tions 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 par- ties with respect to the subject matter of the Contracted Services,and supersedes all prior agree- ments 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 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 author- ized 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 is subject to and governed by the laws of the State of Illinois. Venue for the reso- lution of any disputes or the enforcement of any rights arising out of or in connection with this agreement shall be the Circuit Court of Kane County,Illinois. CONTRACTOR hereby irrevoca- bly consents to the jurisdiction of the Circuit Court of Kane County,Illinois for the enforcement of any rights,the resolution of any disputes and/or for the purposes of any lawsuit brought pursu- ant to this agreement or the subject matter hereof,and CONTRACTOR agrees that service by first class U.S.mail to 148 State Street,Boston,MA 02109 shall constitute effective service. Both parties hereto waive any rights to a jury. Page 5 PUBLIC City of Elgin Fire Department CONSULTING GROUP Medicare Ground Ambulance Data Collection Services Solutions that Matter 20. Force Majeure Neither party shall be responsible for delays or failures in performance resulting from a Force Majeure Event.For the purpose of this AGREEMENT,a"Force Majeure Event"means any cir- cumstance not within the reasonable control of the party affected that cannot be prevented, avoided,or removed by such party,and that materially and adversely affects the ability of that party to perform its obligations under this AGREEMENT. Events of Force Majeure shall include, but not be limited to: a. any act of war(whether declared or not),hostilities,invasion, military action, nuclear catas- trophes,acts of terrorism,or civil disorder; b. a strike or strikes or other industrial action or blockade or embargo or any other form of civil disturbance(whether lawful or not); c. natural disasters,including,but not limited to,earthquakes,fires,floods,landslides,tsunamis, volcanic activity,tornadoes,hurricanes,blizzards,and other exceptional adverse weather conditions; d. loss or malfunction of electricity supply or of other essential utilities,communications. or computer(software and hardware)services; e. sabotage or piracy; E plague,epidemic,pandemic,outbreaks of infectious disease or any other public health crisis, including quarantine or other employee restrictions; g. act of government authority,compliance with any law or governmental order,rule,regulation or direction,curfew restriction,or expropriation; h. other unforeseeable circumstances beyond the control of the parties against which it would have been unreasonable for the affected party to take precautions. The parties shall consult together following the occurrence of a Force Majeure Event to agree to any necessary and reasonable modifications to this AGREEMENT. 21. 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 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 Page 6 PUBLIC City of Elgin Fire Department CONSULTING GROUP Medicare Ground Ambulance Data Collection Services Solutions that Matter OTHER PARTY HAD ACTUAL OR CONSTRUCTIVE KNOWLEDGE OF THE POS- SIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAM- AGES WERE FORESEEABLE. C. The liability of either party for losses arising pursuant to or in connection with the terms, covenants,or other obligations(whether express or implied)of the parties under this AGREEMENT shall not exceed$35,000 in the aggregate un(the"Cap"). 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 rea- son of authorship. 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. g. Each party represents that:(1)it has the authority to enter into this AGREEMENT;and (2)that the individual signing this AGREEMENT on its behalf is authorized to do so. IN WITNESS WHEREOF,the parties have executed this AGREEMENT as of the Effective Date writ- ten above. PUBLIC CONSULTING GROUP LLC CITY OF ELGIN FIRE DEPARTMENT BY: � Paa�-a, BY:le__J�411 h&/ NAME: James Dachos NAME: Richard G. Kozal TITLE: Manager TITLE: City Manager DATE: 2/1/2023 DATE: March 8,2023 BY: NAME: Kimberly Dewts TITLE: City Clerk DATE: March 8,2023 Legal Dept\Agreement\PCG Agr-Medicare Cost Study Assistance 1-31-23 Clean.doex Page 7 PUBLIC City of Elgin Fire Department CONSULTING GROUP Medicare Ground Ambulance Data Collection Services Solutions that Matter ATTACHMENT A CONTRACTED SERVICES Ground Ambulance Data Collection System A. PROVIDER,provided at least one Medicare ground ambulance transport in the calendar year of 2017 was 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,CONTRACTOR shall comply. B. This Ground Ambulance Data Collection 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 adequacy of Medicare payment rates for ground ambulance services, to inform future Medicare rate changes,and possible payment system reforms. C. CONTRACTOR shall be familiar with the Medicare Ground Ambulance Data Collection Survey and all the rules,regulations and requirements associated with the Survey. D. CONTRACTOR 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. CONTRACTOR shall have knowledge and experience in the completion of all 13 Sections of the "Instrument"Survey. F. PROVIDER will provide CONTRACTOR with all of the required data needed to complete the 13 Sections;however,CONTRACTOR is responsible for accurate completion of the 13 Section"In- strument"Survey. G. CONTRACTOR shall be able to accept data from PROVIDER in electronic submission form via a secure connection in accordance with the Health Insurance Portability and Accountability Act (HIPAA). H. CONTRACTOR shall keep PROVIDER informed of all updates relating to the Survey. I. CONTRACTOR will prepare and audit the completed Survey and its supporting documentation in accordance 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. Page 8 PUBLIC City of Elgin Fire Department CONSULTING GROUP Medicare Ground Ambulance Data Collection Services Solutions that Matter J. CONTRACTOR will submit the final report and supporting documentation,if allowable by proxy, via the Centers for Medicare and Medicaid Services(CMS)web-based portal.A final copy of the survey,work papers and methodologies for filing the Survey will be submitted to PROVIDER. Page 9 PUBLIC City of Elgin Fire Department CONSULTING GROUP Medicare Ground Ambulance Data Collection Services Solutions that Matter ATTACHMENT B COMPENSATION and TERM This AGREEMENT will be in effect for one(1)National Provider Identifier(NPI)for the duration of one (1) 12-month reporting period, defined as [collection period start date] to [collection period end date], followed by a 5-month data collection/submission period commencing on [date]. 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$35,000(thirty-five thousand dollars). 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