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HomeMy WebLinkAbout25-46Resolution No. 25-46 RESOLUTION AUTHORIZING THE EXECUTION OF A PURCHASE OF SERVICE AGREEMENT WITH EMS MANAGEMENT & CONSULTANTS, INC. FOR EMERGENCY MEDICAL SERVICE BILLING, COLLECTION AND MANAGEMENT REPORTING 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 a Purchase of Service Agreement on behalf of the City of Elgin with EMS Management & Consultants, Inc., for emergency medical service billing, collection and management reporting, a copy of which is attached hereto and made a part hereof by reference. s/ David J. Kaptain David J. Kaptain, Mayor Presented: February 26, 2025 Adopted: February 26, 2025 Vote: Yeas: 9 Nays: 0 Attest: s/ Kimberly Dewis Kimberly Dewis, City Clerk Docusign Envelope ID: BEB8005A-BB01-4611-8E7D-8821 ECE7B64B PURCHASE OF SERVICE AGREEMENT THIS AGREEMENT is made and entered into this 26th day of February , 2025, by and between the CITY OF ELGIN, an Illinois municipal corporation (hereinafter referred to as the "City"), and EMS Management & Consultants, Inc. a North Carolina corporation authorized to do business in the State of Illinois (hereinafter referred to as the "Service Provider"). WHEREAS, Service Provider is an ambulance billing service company with experience in providing medical billing and collection services to medical transport providers, including fire and rescue and emergency medical service (EMS) providers; and WHEREAS, City is normally engaged in the business of providing emergency medical services, and billable medical transportation services; and WHEREAS, City wishes to retain Service Provider to provide medical billing, collection and related services as set forth in this Agreement. WHEREAS, the City has determined that it would serve a beneficial public purpose to enter into an agreement with the Service Provider for the Service Provider to provide certain contract services as described in this Agreement; and WHEREAS, the Service Provider represents that it has the necessary expertise and experience to furnish the Subject Services upon the terms and conditions set forth in this Agreement; and WHEREAS, the Service Provider began providing these services in 2024 after merging with the previous service provider, and that it is in the City's best interests to continue with Service Provider. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the sufficiency of which is hereby mutually acknowledged, the parties hereto hereby agree as follows: Scone of Services: The Service Provider shall provide all of the services pursuant to the terms and conditions and on the dates and times as described in the document entitled "Scope of Services for 2025 Purchase of Service Agreement", attached hereto and made a part hereof as Exhibit A (such services, including the terms, conditions, dates and times, are hereinafter referred to as the "Subject Services"). In the event of any conflict between the provisions of this Agreement and the provisions of Exhibit A, the provisions of this Agreement shall control. The Service Provider represents and warrants that the Service Provider has the skills and knowledge necessary to conduct the Subject Services provided for in Exhibit A and that the Subject Services set forth in Exhibit A are integral parts of this Agreement and may not be modified, amended or altered, except by a signed, written amendment to this Agreement, agreed to and executed by both parties hereto. 2. Term of A reement: Docusign Envelope ID: BEB8005A-BB01-4611-8E7D-8821ECE7B64B This Agreement shall be effective commencing on March 1, 2025, and shall thereafter continue through February 29, 2028, ("Initial Term"), unless otherwise terminated as provided herein. This Agreement may be renewed upon the same terms and conditions as the Initial Term of this Agreement for up to three successive one-year terms upon the written agreement of the parties hereto (each a "Renewal Term"). (The Initial Term and any Renewal Terms are referred to as the "Term"). Notwithstanding anything herein to the contrary, this Agreement may be terminated under the provisions provided herein. 3. Payment: a. City shall pay a fee for the Services of Service Provider hereunder, on a monthly basis, in an amount equal to 3.0% percent of "Net Collections" as defined below (the "RCM Fee"). The RCM Fee is also sometimes referred to herein as the "Compensation." Net Collections shall mean all cash and check amounts including electronic fund transfers (EFTS) received by Service Provider from payers, patients, attorney's offices, court settlements, collection agencies, government institutions, debt set-off programs, group health insurance plans, private payments, credit cards, healthcare facilities or any person or entity submitting funds on a patient's account, or any amounts paid directly to City with or without the knowledge of Service Provider that are paid, tendered, received or collected each month for City's transports, less refunds processed or any other necessary adjustments to those amounts. Net Collections shall not include Ground Emergency Medical Transportation ("GEMT") money received by City. b. Service Provider shall submit an invoice in a form approved by the City by the tenth (10th) day of each month for the Compensation due to Service Provider for the previous calendar month. The City shall make perioding payments to the Service Provide within thirty (30) days after receipt and approval of an invoice. Service Provider shall maintain records showing the basis for the amount of Compensation reflected in an invoice. The Service Provider shall permit the City to inspect all data and records for the Service Provider for work done under this Agreement. The Service Provider shall make these records available at reasonable times during the term of the Agreement and for a period of one (1) year following the termination of this Agreement. c. In the event of a material change to applicable law, the billing process and/or scope of Services provided in this Agreement or a material difference in any of the patient demographics provided by the City and set forth in Exhibit A, either party reserves the right to seek to negotiate a fee change with the other parry, and in such circumstances the parties may amend this Agreement in writing accordingly or terminate this Agreement. 4. Res onsibilities Upon Termination: a. Upon any termination of this Agreement, and during the period of any notice of termination, Service Provider will make available to City or its authorized representatives data from the billing system regarding open accounts in an electronic format, and will otherwise reasonably cooperate and assist in any transition of the Services to City, or its successor billing agent. Upon request, Service Provider will provide to City trip data associated with the claims submitted by Service Provider on behalf of City pursuant to this Agreement. Service Provider shall retain financial and billing records not tendered or -2- Docusign Envelope ID: BEB8005A-BB01-4611-8E7D-8821ECE7B64B returned to City on termination hereof for at least ten (10) years following the date of service. b. Following termination of this Agreement, for a period of ninety (90) days (the "Wind Down"), Service Provider will continue its billing and collection efforts as to those accounts with dates of services prior to termination, subject to the terms and conditions of this Agreement including, but not limited to, Section 53 City will continue to provide Service Provider with copies of checks and payments on those accounts which were filed by Service Provider under this Agreement. Service Provider shall have no further responsibilities as to such accounts after the Wind Down; however, Service Provider shall be entitled to compensation as provided in Section 3.a for such amounts filed by Service Provider, regardless of whether such amounts are collected by City during or after the Wind Down period. During the Wind Down and for up to twelve months following termination of this Agreement, Service Provider shall continue to make the Portals available to City, subject to the applicable Terms of Use. 5. Exclusivity and Miscellaneous Billing Policies: a. During the term of this Agreement, Service Provider shall be City's exclusive provider of the RCM Services. City may not directly file, submit, or invoice for any medical or medical transportation services rendered while this Agreement is in effect. b. In addition, City agrees not to collect or accept payment for services from any patient unless the service requested does not meet coverage requirements under any insurance program in which the patient is enrolled or the patient is uninsured. Payments received directly by City for these services must be reported to Service Provider as provided in Section 3.f of Exhibit A, and shall be treated as Net Collections for purposes of Section 3.a hereof. c. In compliance with CMS regulations, Medicare patients will not be charged by City a higher rate or amount for identical covered services charged to other insurers or patients. Accordingly, only one fee schedule shall exist and be used in determining charges for all patients regardless of insurance coverage. d. Service Provider reserves the right not to submit a claim for reimbursement on any patient in which the PCR and/or associated medical records are incomplete or appear to be inaccurate or do not contain enough information to substantiate or justify reimbursement. This includes missing patient demographic information, insurance information, Physician Certification Statements (PCS) or any required crew and/or patient signatures, or otherwise contradictory medical information. e. City shall implement and maintain a working compliance plan ("Compliance Plan") in accordance with the most current guidelines of the U.S. Department of Health and Human Services ("HHS"). The Compliance Plan must include, but not be limited to, formal written policies and procedures and standards of conduct, designation of a compliance officer, quality assurance policy and effective training and education programs. -3- Docusign Envelope ID: BEB8005A-BB01-4611-8E7D-8821ECE7B64B f. In accordance with the HHS Office of Inspector General ("OIG") Compliance Program Guidance for Third -Party Medical Billing Companies, Service Provider is obligated to report misconduct to the government, if Service Provider discovers credible evidence of City's continued misconduct or flagrant, fraudulent or abusive conduct. In the event of such evidence, Service Provider has the right to (a) refrain from submitting any false or inappropriate claims, (b) terminate this Agreement and/or (c) report the misconduct to the appropriate authorities. 6. Privacy: a. Confidentiality. The Parties acknowledge that they will each provide to the other Confidential Information as part of carrying out the terms of this Agreement. Service Provider and City will be both a Receiving Party and a Disclosing Party at different times. The Receiving Party agrees that it will not (i) use any such Confidential Information in any way, except for the exercise of its rights and performance of its obligations under this Agreement, or (ii) disclose any such Confidential Information to any third party, other than furnishing such Confidential Information to its employees, consultants, and subcontractors, who are subject to the safeguards and confidentiality obligations contained in this Agreement and who require access to the Confidential Information in the performance of the obligations under this Agreement. In the event that the Receiving Party is required by applicable law to make any disclosure of any of the Disclosing Parry's Confidential Information, by subpoena, judicial or administrative order or otherwise, the Receiving Party will first give written notice of such requirement to the Disclosing Party, and will permit the Disclosing Party to intervene in any relevant proceedings to protect its interests in the Confidential Information, and provide full cooperation and assistance to the Disclosing Party in seeking to obtain such protection, at the Disclosing Party's sole expense. "Confidential Information" means the provisions of the Agreement (including, but not limited to, the financial terms herein) and any information disclosed by a Party (the "Disclosing Party") to the other Party (the "Receiving Party"). Information will not be deemed Confidential Information hereunder if the Receiving Party can prove by documentary evidence that such information: (a) was known to the Receiving Party prior to receipt from the Disclosing Party directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party; (b) becomes known (independently of disclosure by the Disclosing Party) to the Receiving Party directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party; (c) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this Agreement by the Receiving Party; or (d) is independently developed by the Receiving Party without the use of any Confidential Information of the Disclosing Party. b. HIPAA Compliance. The parties agree to comply with the Business Associate Addendum, attached hereto and incorporated by reference herein as Exhibit B, documenting the assurances and other requirements respecting the use and disclosure of Protected Health Information. It is City's responsibility to ensure that it obtains all appropriate and necessary authorizations and consents to use or disclose any individually -4- Docusign Envelope ID: BEB8005A-BB01-4611-8E7D-8821 ECE7B64B identifiable health information in compliance with all federal and state privacy laws, rules and regulations, including but not limited to the Health Insurance Portability and Accountability Act. In the event that this Agreement is, or activities permitted or required by this Agreement are, inconsistent with or do not satisfy the requirements of any applicable privacy or security law, rule or regulation, the parties shall take any reasonably necessary action to remedy such inconsistency. 7. Reports: The Service Provider shall complete, maintain and submit to the City Manager of the City, or his designee, any and all records, reports, and forms relating to the Subject Services in this Agreement as requested by the City. 8. No Co -partnership or Agency: Except as otherwise provide for herein, this Agreement shall not be construed so as to create a partnership, joint venture, employment, or other agency relationship between the parties hereto. Service Provider understands and agrees that the relationship of the Service Provider to the City arising out of this Agreement shall be that of an independent contractor. It is expressly agreed and understood that the Service Provider and the Service Provider's officers, employees ,and agents are not employees of the City and are not entitled to any benefits or insurance provided to employees of the City. 9. Breach of Contract If the Service Provider violates or breaches any term of this Agreement, such violation or breach shall be deemed to constitute a default, and the City shall have the right to seek administrative, contractual, legal or equitable remedies as may be suitable to the violation or breach; and, in addition, if the Service Provider by reason of any default, fails to within fifteen (15) days after notice thereof by the City to comply with the conditions of the Agreement, the City may terminate this Agreement. If the City violates or breaches any term of this Agreement, such violation or breach shall be deemed to constitute a default, and in the event the City fails to within fifteen (15) days after notice thereof by the Service Provider to comply with the conditions of this Agreement, the Service Provider as its sole and exclusive remedy may terminate this Agreement. Notwithstanding anything to the contrary in this Agreement, with the sole exception of the monies the City has agreed to pay the Service Provider pursuant to Sections 3 and 4 hereof, no action shall be commenced by the Service Provider, any related persons or entities, and/or any of their successors and/or assigns, against the City for monetary damages. In the event any legal action is brought by the City for the enforcement of any of the obligations of the Service Provider in this Agreement and the City is the prevailing party in such action, the City shall also be entitled to recover from the Service Provider interest at the rate of nine percent (9%) per annum and reasonable attorney's fees. Service Provider hereby further waives any and all claims or rights to interest which it claims it may otherwise be entitled to pursuant to law, including, but not limited to, the Local Government Prompt Payment Act (50 ILCS 501/1, et seq.), as amended, or the Illinois Interest Act (815 ILCS 205/1 , et seq.), as amended. The parties hereto further agree that any action by the Service Provider arising out of this Agreement must be filed within one year of the date the -5- Docusign Envelope ID: BEB8005A-BB01-4611-8E7D-8821ECE7B64B alleged cause of action arose or the same will be time barred. The provisions of this section shall survive any expiration, completion and/or termination of this Agreement. Notwithstanding any other provision hereof, the City may terminate this Agreement at any time upon thirty (30) days prior written notice to the Service Provider. In the event this Agreement is so terminated, the Service Provider shall be paid for services actually performed, and reimbursable expenses actually incurred prior to termination, except that reimbursement shall not in any event exceed the total amount set forth under Sections 3 and 4 above. 10. Indemnificaton: To the fullest extent permitted by law, Service Provider shall indemnify, defend and hold harmless the City, its officers, employees, agents, boards and commissions from and against any and all claims, suits, judgments, costs, attorney's fees, damages or other relief, including but not limited to worker's compensation claims, in any way resulting from or arising out of negligent actions or omissions of the Service Provider in connection herewith, including negligence or omissions or agents of the Service Provider arising out of the performance of this Agreement and/or the Subject Services. In the event of any action against the City, its officers, employees, agents, boards or commissions covered by the foregoing duty to indemnify, defend and hold harmless, such action shall be defended by legal counsel of the City's choosing. The provisions of this section shall survive any expiration, completion and/or termination of this Agreement. 11. No Personal Liability: No official, director, officer, agent or employee of the City shall be charged personally or held contractually liable under any term or provision of this Agreement or because of their execution, approval or attempted execution of this Agreement. 12. Insurance: The Service Provider shall provide, pay for and maintain in effect, during the term of this Agreement the following types and amounts of insurance: a. Comprehensive Liability. A policy of comprehensive general liability insurance with limits of at least $1,000,000 aggregate for bodily injury and $1,000,000 aggregate for property damage. The Service Provider shall deliver to the City a Certification of Insurance naming the City as additional insured. The policy shall not be modified or terminated without thirty (30) days prior written notice to the City. The Certificate of Insurance which shall include Contractual obligation assumed by the Service Provider under Section 10 entitled "Indemnification" shall be provided. This insurance shall apply as primary insurance with respect to any other insurance or self-insurance programs afforded to the City. There shall be no endorsement or 10 Docusign Envelope ID: BEB8005A-BB01-4611-8E7D-8821ECE7B64B modification of this insurance to make it excess over other available insurance, alternatively, if the insurance states that it is excess or prorated, it shall be endorsed to be primary with respect to the City. All said insurance shall be written by, and secured from, companies approved to do business and issue insurance in the State of Illinois and must be rated "A-" or better, in accordance with the latest edition of Best's Insurance Guide, published by AM Best Company, Inc. or its equivalent. 13. Delegations and Subcontractors: Any assignment, delegation or subcontracting shall be subject to all of the terms, conditions and other provisions of this Agreement and the Service Provider shall remain liable to the City with respect to each and every item, condition and other provision hereof to the same extent that the Service Provider would have been obligated if it had done the work itself and no assignment, delegation or subcontract had been made. There shall be no assignment without the City's advanced written approval which approval may be withheld at the sole discretion of the City. 14. Assienment and Successors: This Agreement shall be binding on the parties hereto and their respective successors and permitted assigns. This Agreement and the obligations herein may not be assigned by the Service Provider without the express written consent of the City which consent may be withheld at the sole discretion of the City. 15. Nondiscrimination/Affirmative Action The Service Provider shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, national origin, age, ancestry, order of protection status, familial status, marital status, physical or mental disability, military status, sexual orientation, or unfavorable discharge from military service, unless based upon a bona fide occupational qualification, and this requirement shall apply to, but not be limited to, the following: employment, advertising, hiring, layoff or termination, rates of pay or other forms of compensation and selection for training, including apprenticeship. The Service Provider shall take affirmative action to comply with the provisions of Elgin Municipal Code Section 5.02.040 and will require any subcontractor to submit to the City a written commitment to comply with these provisions. The Service Provider shall distribute copies of this commitment to all persons who will participate in recruitment, screening, referral and selection job applicants and perspective subcontractors. The Service Provider agrees that the provisions of Section 5.02.040 of the Elgin Municipal Code, 1976, as amended, is hereby incorporated by reference, as if said out verbatim. No person shall be denied or subjected to discrimination in receipt of the benefit of any services or activities made possible by or resulting from this Agreement on the grounds of race, color, religion, sex, national origin, age, ancestry, order of protection status, familial status, marital status, physical or mental disability, military status, sexual orientation, or unfavorable discharge -7- Docusign Envelope ID: BEB8005A-BB01-4611-8E7D-8821ECE766413 from military service. Any violation of this paragraph shall be considered a violation of a material provision of this Agreement and shall be grounds for cancellation, termination or suspension, in whole or in part, of the Agreement by the City. 16. SeverabilitY The terms of this Agreement shall be severable. In the event any of the terms or provisions of this Agreement are deemed to be void or otherwise unenforceable for any reason, the remainder of this Agreement shall remain in full force and effect. 17. Entire Aereeement: This Agreement and its exhibits constitute the entire Agreement of the parties on the subject matter hereof and may not be changed, modified, discharged or extended except by written amendment duly executed by the parties. Each parry agrees that no representations or warranties shall be binding upon the other party unless expressed in writing herein or in a duly executed amendment hereof. 18. Applicable Law: This Agreement shall be deemed to have been made in, and shall be construed in accordance with the laws of the State of Illinois. Venue for the resolution of any disputes or the enforcement of any rights pursuant to this Agreement shall be in the Circuit Court of Kane County, Illinois. 19. Interference with Public Contracting The Service Provider certifies hereby that it is not barred from bidding on a public contact as a result of a violation of 720 ILCS 5/33E et seq. or any similar state or federal statute regarding bid rigging. 20. Sexual Harassment: As a condition precedent of this contract, the Service Provider shall have written sexual harassment policies that include, at a minimum, the following information: a. the illegality of sexual harassment; b. the definition of sexual harassment under state law; a description of sexual harassment, utilizing examples; d. the vendor's internal complaint process including penalties; -8- Docusign Envelope ID: BEB8005A-BB01-4611-8E7D-8821 ECE7B64B e. the legal recourse, investigative and complaint process available through the Illinois Department of Human Rights, and the Illinois Human Rights Commission; f. directions on how to contact the department and commission; and g. protection against retaliation as provided by Section 6-101 of the Human Rights Act. A copy of the policies shall be provided by the Service Provider to the Department of Human Rights upon request (775 ILCS 5/2-105). 21. Substance Abuse Pro -,ram: As a condition precedent of this Agreement, the Service Provider shall have in place a written substance abuse prevention program which meets or exceeds the program requirements in the Substance Abuse Prevention Public Works Act at 820 ILCS 265/1, et seq. A copy of such policy shall be provided to the City's Assistant City Manager prior to the entry and execution of this Agreement. 22. Appropriations: The fiscal year of the City is the 12 month period ending December 31. The obligations of the City under any agreement for any fiscal year are subject to and contingent upon the appropriation of funds sufficient to discharge the obligations which accrue in that fiscal year and authorization to spend such funds for the purpose of the Agreement. If, for any fiscal year the term of the Agreement, sufficient funds for the discharge of the City's obligations under the Agreement are not appropriated and authorized, then the Agreement shall terminate as of the last day of the preceding fiscal year, or when such appropriated and authorized funds are exhausted, whichever is later, without liability to the City for damages, penalties or other charges on account of such termination. 23. Compliance With Laws: Notwithstanding any other provision in this Agreement, it is expressly agreed and understood that in connection with the performance of this Agreement the Service Provider shall comply with all applicable federal, state, city and other requirements of law including, but not limited to, any applicable requirements regarding prevailing wages, minimum wage, workplace safety and legal status of employees. Without limiting the foregoing, the Service Provider hereby certifies, represents and warrants to the City that all of Service Provider's employees and/or agents who will be providing products, and/or services with respect to this Agreement shall be legally authorized to work in the United States. Service Provider shall also, at its expense, secure all permits and licenses, pay all charges and fees and give all notices necessary and incident to the due and lawful prosecution of the work, and/or the products and/or services to be provided pursuant to this Agreement. City shall have the right to audit any records in the possession or control of the S� Docusign Envelope ID: BEB8005A-BB01-4611-8E7D-8821ECE7B64B Service Provider to determine the Service Provider's compliance with the provisions of this section. In the event the City proceeds with such an audit, the Service Provider shall make available to the City the City's relevant records at no cost to the City. Service Provider shall pay any and all costs associated with any such audit. The provisions of this section shall survive any expiration, completion and/or termination of this Agreement. 24. Notices: All notices, reports and documents required under this Agreement shall be in writing and shall be mailed by First Class Mail, postage prepaid, addressed as follows: As to the City: City of Elgin 150 Dexter Court Elgin, IL 60120-5555 Attention: City Manager With a copy to: City of Elgin 150 Dexter Court Elgin, IL 60120-5555 Attention: Corporation Counsel As to Service Provider: EMS Management & Consultants, Inc. Chief Executive Officer 2540 Empire Drive, Suite 100 Winston-Salem, NC 27103 25. Joint and Collective Work Product: This Agreement is and shall be deemed and construed to be a joint and collective work product of the City and the Service Provider and, as such, this Agreement shall not be construed against the other party, as the otherwise purported drafter of same, by any court of competent jurisdiction in order to resolve any inconsistency, ambiguity, vagueness or conflict, if any,, of the terms and provisions contained herein. 26. Counterparts and Execution: This Agreement may be executed in counterparts, each of which shall be an original and all of which shall constitute one and the same agreement. This Agreement may be executed electronically, and any signed copy of this Agreement transmitted by facsimile machine, email, or other electronic means shall be treated in all manners and respects as an original document. The signature of any party on a copy of this Agreement transmitted by facsimile machine, email, or other electronic means shall be considered for these purposes an original signature and shall have the same legal effect as an original signature. -10- Docusign Envelope ID: BEB8005A-BB01-4611-8E7D-8821ECE7136413 IN WITNESS WHEREOF, the undersigned have entered into executed this Agreement on the date and year first written above. CITY OF EL N: EMS 'K/f— .r.-.-* 2. Consultants, Inc. Signed by: By: -Ea. `-'7uV't' D B54ABACD10486 By: Name/print: jay Gyure City Manager At st 71 City Clerk -11- Title: chief Financial officer Docusign Envelope ID: BEB8005A-BB01 -4611-8E7D-8821 ECE7B64B EXHIBIT A SCOPE OF SERVICES -12- Docusign Envelope ID: BE138005A-131301-4611-8E7D-8821ECE713646 EXHIBIT B BUSINESS ASSOCIATE AGREEMENT -13- 1Z Exhibit A Scope of Services for 2025 Purchase of Service Agreement 1. ENGAGEMENT. a. During the term of this Agreement, SERVICE PROVIDER shall provide routine billing, bill processing and fee collection services reasonably required and customary for service providers of similar size and situation to City (the "Revenue Cycle Management Services" or "RCM Services"). The RCM Services shall include: (1) preparing and submitting initial and secondary claims and bills for City to insurers and others responsible for payment; (2) performing reasonable and diligent routine collection efforts to secure payments from primary and secondary payers and patients or other entities, (as SERVICE PROVIDER in its sole discretion deems appropriate); (3) issuing up to three patient statements for all unpaid balances; and (4) referring accounts which have not been collected during SERVICE PROVIDER normal billing cycle to an outside collection agency if so directed by City. b. Collectively, the RCM Services that SERVICE PROVIDER provides to City shall be referred to as the "Services". 2. SERVICE PROVIDER Responsibilities. a. SERVICE PROVIDER will provide the RCM Services in material compliance with all applicable state and federal laws and regulations. b. SERVICE PROVIDER will submit all "Completed Claims" to the applicable third - party payer. A "Completed Claim" is a claim for emergency medical services and billable medical transportation services that (i) is received by SERVICE PROVIDER and supported by an ePCR record that contains all necessary and accurate information; (ii) has been reviewed and any identified issues sent to City for remediation have been rectified; (iii) is for a patient encounter that has been electronically signed off by City in the ePCR; (iv) has been reviewed by City and deemed ready for billing; and (v) is not subject to a billing hold. SERVICE PROVIDER will not have any responsibility for any adverse impact to City that may result from any delay of City in completing claims. c. Accounts with outstanding balances after the insurance and/or third -parry payer has determined benefits due will be billed by SERVICE PROVIDER to the patient. SERVICE PROVIDER will send up to three patient statements to the patient or responsible party, except as to those accounts on which an insurance carrier or third -party payer has accepted responsibility to pay. Once City has submitted all necessary information, SERVICE PROVIDER will bill all uninsured patients directly. d. Within ten (10) business days of the last business day of the month, SERVICE PROVIDER will provide to City a month end report, which shall include an account analysis report, aging report and accounts receivables reconciliation report for the previous month. Deposit reports will be provided daily. e. During the term of this Agreement, SERVICE PROVIDER shall maintain, provide appropriate storage and data back-up for all billing records pertaining to the RCM Services provided by SERVICE PROVIDER hereunder. Upon at least five (5) business days' prior written notice, SERVICE PROVIDER shall make such records accessible to City during SERVICE PROVIDER business hours. Upon termination of this Agreement, trip data pertaining to the RCM Services shall be returned to City. Notwithstanding anything to the contrary herein, City acknowledges and agrees that SERVICE PROVIDER is not a custodian of clinical records nor a clinical records repository. City is responsible for maintaining all clinical records in accordance with Section 3(d). f. SERVICE PROVIDER shall notify City of (i) all patient complaints about clinical services within five (5) business days of receipt; (ii) all patient complaints about billing within ten (10) business days of receipt; and (iii) all notices of audit, requests for medical records or other contacts or inquiries out of the normal course of business from representatives of Medicare, Medicaid or private payers with which City contracts or any law enforcement or government agency ("Payer Inquiries") within ten (10) business days of receipt, unless such agency prohibits SERVICE PROVIDER from disclosing its inquiry to City. g. SERVICE PROVIDER is appointed as the agent of City under this Agreement solely for the express purposes of this Agreement relating to billing and receiving payments and mail, receiving and storing documents, and communicating with hospitals and other entities to facilitate its duties. SERVICE PROVIDER will have no authority to pledge credit, contract, or otherwise act on behalf of City except as expressly set forth herein. h. As to all payments received from Medicare, Medicaid and other government funded programs, the parties specifically acknowledge that SERVICE PROVIDER will only prepare claims for City and will not negotiate checks payable or divert electronic fund transfers to City from Medicare, Medicaid or any other government funded program. All Medicare, Medicaid and any other government funded program payments, including all electronic fund transfers, will be deposited directly into a bank account designated by City to receive such payments and as to such account only City, through its officers and directors, shall have access. The Services provided by SERVICE PROVIDER to City under this Agreement are conditioned on City's fulfillment of the responsibilities set forth in Attachment A. Fn services: j. SERVICE PROVIDER shall have no responsibility to provide any of the following i. Determining the accuracy or truthfulness of documentation and information provided by City; ii. Providing services outside the SERVICE PROVIDER billing system; iii. Submitting any claim that SERVICE PROVIDER believes to be inaccurate or fraudulent; or iv. Providing any service not expressly required of SERVICE PROVIDER by this Agreement. k. For City's service dates that occurred prior to the mutually agreed go live date for the Services, City agrees and understands that SERVICE PROVIDER is not responsible for any services including, but not limited to, submitting claims or managing any denials, refunds or patient calls. As between City and SERVICE PROVIDER, City is fully responsible for the proper billing and accounting of any remaining balances related to service dates that occurred prior to such go live date. 3. RESPONSIBILITIES OF CITY. The following responsibilities of City are a condition of services under this Agreement, and SERVICE PROVIDER shall have no obligation to provide the Services to the extent that City has not fulfilled these responsibilities: a. City will pay all amounts owed to SERVICE PROVIDER under this Agreement. b. City will implement standard commercially reasonable actions and processes as may be requested by SERVICE PROVIDER from time -to -time to allow SERVICE PROVIDER to properly and efficiently provide the RCM Services. These actions and processes include, but are not limited to, the following: i. Providing SERVICE PROVIDER with complete and accurate demographic and charge information necessary for the processing of professional and/or technical component billing to third parties and/or patients including, without limitation, the following: patient identification (name, address, phone number, birth date, gender); guarantor identification and address; report of services; special claim forms; pre -authorization numbers; and such additional information as is requested by SERVICE PROVIDER; ii. Providing SERVICE PROVIDER with complete and accurate demographic and charge information necessary for the processing of professional and/or technical component billing to third parties and/or patients including, without limitation, the following: patient identification (name, address, phone number, m birth date, gender); guarantor identification and address; report of services; special claim forms; pre -authorization numbers; and such additional information as is requested by SERVICE PROVIDER; iii. Providing SERVICE PROVIDER with complete and accurate medical record documentation for each incident or patient service rendered for reimbursement, which is necessary to ensure proper billing and secure claim payment; iv. Providing SERVICE PROVIDER, in a timely manner, with Patient Care Reports (PCRs) that thoroughly detail the patient's full medical condition at the time of service and include a chronological narrative of all services and treatment rendered; V. Obtaining authorizations and signatures on all required forms, including consent to treat, assignment of benefits, release of information and claims; vi. Obtaining physician certification statements (PCS) forms for all non - emergency transports and other similar medical necessity forms or prior authorization statements as deemed necessary by the payer; vii. Obtaining or executing all forms or documentation required by Medicare, Medicaid, CHAMPUS, and any other payer or insurance carriers to allow SERVICE PROVIDER to carry out its billing and other duties under this Agreement; and viii. Implementing reasonable and customary charges for complete, compliant billing. c. City represents and warrants that the PCR and any and all associated medical records, forms and certification statements provided to SERVICE PROVIDER are true and accurate and contain only factual information observed and documented by the attending field technician during the course of the treatment and transport. d. City shall maintain City's own files with all original or source documents, as required by law, and only provide to SERVICE PROVIDER copies of such documents. City acknowledges that SERVICE PROVIDER is not the agent of City for storage of source documentation. e. City will provide SERVICE PROVIDER with a copy of any existing billing policy manuals or guidelines, Medicare or Medicaid reports, or any other record or document related to services or billing of City's accounts. f. City will report to SERVICE PROVIDER within ten (10) business days of payments received directly by City, and promptly notify SERVICE PROVIDER of any cases requiring special handling or billing. City shall advise SERVICE PROVIDER of any Payer Inquiries within ten (10) business days of receipt. g. City shall ensure that any refunds posted by SERVICE PROVIDER are actually issued and paid to the patient, insurer, or other payer as appropriate. h. City agrees to provide SERVICE PROVIDER with administrative access to the ePCR system or similar access in order to run reports and review documents and attachments to better service City's account. i. City shall provide SERVICE PROVIDER with access to its facilities and personnel for the purpose of providing on -site and/or online training to such personnel. City shall cooperate with SERVICE PROVIDER and facilitate any training that SERVICE PROVIDER wishes to provide. j. City shall comply with all applicable federal, state, and local laws, rules, regulations, and other legal requirements that in any way affect this Agreement or the duties and responsibilities of the parties hereunder. 4. SERVICE PROVIDER WEB PORTALS. a. SERVICE PROVIDER shall provide City and those individuals appointed by City ("Users") with access to SERVICE PROVIDER Web Portals (the "Portals"), which shall be subject to the applicable Terns of Use found on the Portals. To be appointed as a User, the individual must be an employee of City or otherwise approved by City and SERVICE PROVIDER. City is responsible for all activity of Users and others accessing or using the Portals through or on behalf of City including, but not limited to, ensuring that Users do not share credentials for accessing the Portals. City is also responsible for (i) identifying individuals who City determines should be Users; (ii) determining and notifying SERVICE PROVIDER of each User's rights; (iii) monitoring Users' access to and use of the Portals; (iv) acting upon any suspected or unauthorized access of information through the Portals; (v) ensuring each User's compliance with this Agreement and the Terms of Use governing the use of the Portals; and (vi) notifying SERVICE PROVIDER to deactivate a User account whenever a User's employment, contract or affiliation with City is terminated or City otherwise desires to suspend or curtail a User's access to and use of the Portals. City agrees to follow best practices to ensure compliance with this provision. b. City acknowledges that SERVICE PROVIDER may suspend or terminate any User's access to the Portals (i) for noncompliance with this Agreement or the applicable Terms of Use; (ii) if such User poses a threat to the security or integrity of the Portals or information available therein; (iii) upon termination of City; or (iv) upon notice of suspension or termination of such User by City. City may suspend or terminate a User's access to the Portals at any time. Docusign Envelope ID: BEB8005A-BB01-4611-8E7D-8821ECE7B64B Attachment B Business Associate Addendum This Business Associate Addendum (the "Addendum") is made effective the 13th day of February 2025, by and between the City of Elgin, hereinafter referred to as "Covered Entity," and EMS Management & Consultants, Inc., hereinafter referred to as "Business Associate" (individually, a "Party" and collectively, the "Parties"). WITNESSETH: WHEREAS, the Parties wish to enter into a Business Associate Addendum to ensure compliance with the Privacy and Security Rules of the Health Insurance Portability and Accountability Act of 1996 ("HIPAA Privacy and Security Rules") (45 C.F.R. Parts 160 and 164); and WHEREAS, the Health Information Technology for Economic and Clinical Health ("HITECH") Act of the American Recovery and Reinvestment Act of 2009, Pub. L. 111-5, modified the HIPAA Privacy and Security Rules (hereinafter, all references to the "HIPAA Privacy and Security Rules" include all amendments thereto set forth in the HITECH Act and any accompanying regulations); and WHEREAS, the Parties have entered into a Billing Services Agreement (the "Agreement") whereby Business Associate will provide certain services to Covered Entity and, pursuant to such Agreement, Business Associate may be considered a "business associate" of Covered Entity as defined in the HIPAA Privacy and Security Rules; and WHEREAS, Business Associate may have access to Protected Health Information or Electronic Protected Health Information (as defined below) in fulfilling its responsibilities under the Agreement; and WHEREAS, Covered Entity wishes to comply with the HIPAA Privacy and Security Rules, and Business Associate wishes to honor its obligations as a Business Associate to Covered Entity. THEREFORE, in consideration of the Parties' continuing obligations under the Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree to the provisions of this Addendum. I. DEFINITIONS Except as otherwise defined herein, any and all capitalized terms in this Addendum shall have the definitions set forth in the HIPAA Privacy and Security Rules. In the event of an inconsistency between the provisions of this Addendum and mandatory provisions of the HIPAA Privacy and Security Rules, as amended, the HIPAA Privacy and Security Rules in effect at the time shall control. Where provisions of this Addendum are different than those mandated by the HIPAA Privacy and Security Rules, but are nonetheless permitted by the HIPAA Privacy and Security Rules, the provisions of this Addendum shall control. The term "Breach" means the unauthorized acquisition, access, use, or disclosure of protected health information which compromises the security or privacy of such information, except where an unauthorized person to whom such information is disclosed would not reasonably have been able to retain such information. The term "Breach" does not include: (1) any unintentional acquisition, access, or use of Docusign Envelope ID: BE68005A-BB01-4611-8E7D-8821ECE7B64B protected health information by any employee or individual acting under the authority of a covered entity or business associate if (a) such acquisition, access, or use was made in good faith and within the course and scope of the employment or other professional relationship of such employee or individual, respectively, with the covered entity or business associate, and (b) such information is not further acquired, accessed, used, or disclosed by any person; or (2) any inadvertent disclosure from an individual who is otherwise authorized to access protected health information at a facility operated by a covered entity or business associate to another similarly situated individual at same facility; and (3) any such information received as a result of such disclosure is not further acquired, accessed, used, or disclosed without authorization by any person. The term "Electronic Health Record" means an electronic record of health -related information on an individual that is created, gathered, managed, and consulted by authorized health care clinicians and staff. The term "HIPAA Privacy and Security Rules" refers to 45 C.F.R. Parts 160 and 164 as currently in effect or hereafter amended. The term "Protected Health Information" means individually identifiable health information as defined in 45 C.F.R § 160.103, limited to the information Business Associate receives from, or creates, maintains, transmits, or receives on behalf of, Covered Entity. The term `Electronic Protected Health Information" means Protected Health Information which is transmitted by or maintained in Electronic Media (as now or hereafter defined in the HIPAA Privacy and Security Rules). The term "Secretary" means the Secretary of the Department of Health and Human Services. The term "Unsecured Protected Health Information" means Protected Health Information that is not rendered unusable, unreadable, or indecipherable to unauthorized individuals through the use of a technology or methodology specified by the Secretary in guidance published in the Federal Register at 74 Fed. Reg. 19006 on April 27, 2009 and in annual guidance published thereafter. 11. PERMITTED USES AND DISCLOSURES BY BUSINESS ASSOCIATE a. Business Associate may use or disclose Protected Health Information to perform functions, activities, or services for, or on behalf of, Covered Entity as specified in the Agreement or this Addendum, provided that such use or disclosure would not violate the HIPAA Privacy and Security Rules if done by Covered Entity. Until such time as the Secretary issues regulations pursuant to the HITECH Act specifying what constitutes "minimum necessary" for purposes of the HIPAA Privacy and Security Rules, Business Associate shall, to the extent practicable, disclose only Protected Health Information that is contained in a limited data set (as defined in Section 164.514(e)(2) of the HIPAA Privacy and Security Rules), unless the person or entity to whom Business Associate is making the disclosure requires certain direct identifiers in order to accomplish the intended purpose of the disclosure, in which event Business Associate may disclose only the minimum necessary amount of Protected Health Information to accomplish the intended purpose of the disclosure. b. Business Associate may use Protected Health Information in its possession for its proper management and administration and to fulfill any present or future legal responsibilities of Business Associate, provided that such uses are permitted under state and federal confidentiality laws. Docusign Envelope ID: BEB8005A-BB01-4611-8E7D-8821ECE7B64B c. Business Associate may disclose Protected Health Information in its possession to third parties for the purposes of its proper management and administration or to fulfill any present or future legal responsibilities of Business Associate, provided that: 1. the disclosures are required by law; or 2. Business Associate obtains reasonable assurances from the third parties to whom the Protected Health Information is disclosed that the information will remain confidential and be used or further disclosed only as required by law or for the purpose for which it was disclosed to the third party, and that such third parties will notify Business Associate of any instances of which they are aware in which the confidentiality of the information has been breached. d. Until such time as the Secretary issues regulations pursuant to the HITECH Act specifying what constitutes "minimum necessary" for purposes of the HIPAA Privacy and Security Rules, Business Associate shall, to the extent practicable, access, use, and request only Protected Health Information that is contained in a limited data set (as defined in Section 164.514(e)(2) of the HIPAA Privacy and Security Rules), unless Business Associate requires certain direct identifiers in order to accomplish the intended purpose of the access, use, or request, in which event Business Associate may access, use, or request only the minimum necessary amount of Protected Health Information to accomplish the intended purpose of the access, use, or request. Covered Entity shall determine what quantum of information constitutes the "minimum necessary" amount for Business Associate to accomplish its intended purposes. e. Business Associate may use Protected Health Information to de -identify such information in accordance with 45 C.F.R. § 164.514(b) for Business Associate's own business purposes or in connection with the services provided pursuant to the Agreement or to provide Data Aggregation services to Customer as permitted by 45 C.F.R. 164.504(e)(2)(i)(b). Once the Protected Health Information has been de - identified or aggregated, it is no longer considered Protected Health Information governed by this Addendum. III. OBLIGATIONS AND ACTIVITIES OF BUSINESS ASSOCIATE a. Business Associate acknowledges and agrees that all Protected Health Information that is created or received by Covered Entity and disclosed or made available in any form, including paper record, oral communication, audio recording, and electronic display by Covered Entity or its operating units to Business Associate or is created or received by Business Associate on Covered Entity's behalf shall be subject to this Addendum. b. Business Associate agrees to not use or further disclose Protected Health Information other than as permitted or required by the Agreement, this Addendum or as required by law. c. Business Associate agrees to use appropriate safeguards to prevent use or disclosure of Protected Health Information other than as provided for by this Addendum. Specifically, Business Associate will: 1. implement the administrative, physical, and technical safeguards set forth in Sections 164.308, 164.310, and 164.312 of the HIPAA Privacy and Security Rules that reasonably and appropriately protect the confidentiality, integrity, and availability of any Protected Health Information that it creates, receives, maintains, or transmits on behalf of Covered Entity, and, in accordance with Section 164.316 of the HIPAA Privacy and Security Rules, implement and maintain reasonable and appropriate policies and procedures to enable it to comply with the requirements outlined in Sections 164.308, 164.310, and 164.312; and Docusign Envelope ID: BEB8005A-BB01 -4611-8E7D-8821 ECE7B64B 2. report to Covered Entity any use or disclosure of Protected Health Information not provided for by this Addendum of which Business Associate becomes aware. Business Associate shall report to Covered Entity any Security Incident of which it becomes aware. Notice is deemed to have been given for unsuccessful Security Incidents, such as (i) "pings" on an information system firewall; (ii) port scans; (iii) attempts to log on to an information system or enter a database with an invalid password or user name; (iv) denial -of -service attacks that do not result in a server being taken offline; or (v) malware (e.g., a worms or a virus) that does not result in unauthorized access, use, disclosure, modification or destruction of Protected Health Information. d. Business Associate agrees to ensure that any agent, including a subcontractor, to whom it provides Protected Health Information received from, or created or received by Business Associate on behalf of Covered Entity, agrees to the same restrictions and conditions that apply through this Addendum to Business Associate with respect to such information. e. Business Associate agrees to comply with any requests for restrictions on certain disclosures of Protected Health Information to which Covered Entity has agreed in accordance with Section 164.522 of the HIPAA Privacy and Security Rules and of which Business Associate has been notified by Covered Entity. In addition, and notwithstanding the provisions of Section 164.522 (a)(1)(ii), Business Associate agrees to comply with an individual's request to restrict disclosure of Protected Health Information to a health plan for purposes of carrying out payment or health care operations if the Protected Health Information pertains solely to a health care item or service for which Covered Entity has been paid by in full by the individual or the individual's representative. £ At the request of the Covered Entity and in a reasonable time and manner, not to extend ten (10) business days, Business Associate agrees to make available Protected Health Information required for Covered Entity to respond to an individual's request for access to his or her Protected Health Information in accordance with Section 164.524 of the HIPAA Privacy and Security Rules. If Business Associate maintains Protected Health Information electronically, it agrees to make such Protected Health Information available electronically to the applicable individual or to a person or entity specifically designated by such individual, upon such individual's request. g. At the request of Covered Entity and in a reasonable time and manner, Business Associate agrees to make available Protected Health Information required for amendment by Covered Entity in accordance with the requirements of Section 164.526 of the HIPAA Privacy and Security Rules. h. Business Associate agrees to document any disclosures of and make Protected Health Information available for purposes of accounting of disclosures, as required by Section 164.528 of the HIPAA Privacy and Security Rules. i. Business Associate agrees that it will make its internal practices, books, and records relating to the use and disclosure of Protected Health Information received from, or created or received by Business Associate on behalf of, Covered Entity, available to the Secretary for the purpose of determining Covered Entity's compliance with the HIPAA Privacy and Security Rules, in a time and manner designated by the Secretary, subject to attorney -client and other applicable privileges. j. Business Associate agrees that, while present at any Covered Entity facility and/or when accessing Covered Entity's computer network(s), it and all of its employees, agents, representatives and subcontractors will at all times comply with any network access and other security practices, procedures and/or policies established by Covered Entity including, without limitation, those established pursuant to the HIPAA Privacy and Security Rules. Docusign Envelope ID: BE68005A-131301-4611-8E7D-8821ECE7136413 k. Business Associate agrees that it will not directly or indirectly receive remuneration in exchange for any Protected Health Information of an individual without the written authorization of the individual or the individual's representative, except where the purpose of the exchange is: 1. for public health activities as described in Section 164.512(b) of the Privacy and Security Rules; 2. for research as described in Sections 164.501 and 164.512(i) of the Privacy and Security Rules, and the price charged reflects the costs of preparation and transmittal of the data for such purpose; 3. for treatment of the individual, subject to any further regulation promulgated by the Secretary to prevent inappropriate access, use, or disclosure of Protected Health Information; 4. for the sale, transfer, merger, or consolidation of all or part of Business Associate and due diligence related to that activity; 5. for an activity that Business Associate undertakes on behalf of and at the specific request of Covered Entity; 6. to provide an individual with a copy of the individual's Protected Health Information pursuant to Section 164.524 of the Privacy and Security Rules; or 7. other exchanges that the Secretary determines in regulations to be similarly necessary and appropriate as those described in this Section III.k. 1. Business Associate agrees to implement a reasonable system for discovery of breaches and method of risk analysis of breaches to meet the requirements of HIPAA, The HITECH Act, and the HIPAA Regulations, and shall be solely responsible for the methodology, policies, and procedures implemented by Business Associate. in. State Privacy Laws. Business Associate shall understand and comply with state privacy laws to the extent that state privacy laws are not preempted by HIPAA or The HITECH Act. IV. BUSINESS ASSOCIATE'S MITIGATION AND BREACH NOTIFICATION OBLIGATIONS a. Business Associate agrees to mitigate, to the extent practicable, any harmful effect that is known to Business Associate of a use or disclosure of Protected Health Information by Business Associate in violation of the requirements of this Addendum. b. Following the discovery of a Breach of Unsecured Protected Health Information, Business Associate shall notify Covered Entity of such Breach without unreasonable delay and in no case later than forty-five (45) calendar days after discovery of the Breach. A Breach shall be treated as discovered by Business Associate as of the first day on which such Breach is known to Business Associate or, through the exercise of reasonable diligence, would have been known to Business Associate. c. Notwithstanding the provisions of Section IV.b., above, if a law enforcement official states to Business Associate that notification of a Breach would impede a criminal investigation or cause damage to national security, then: Docusign Envelope ID: BEB8005A-BB01-4611-8E7D-8821ECE7B64B 1. if the statement is in writing and specifies the time for which a delay is required, Business Associate shall delay such notification for the time period specified by the official; or 2. if the statement is made orally, Business Associate shall document the statement, including the identity of the official making it, and delay such notification for no longer than thirty (30) days from the date of the oral statement unless the official submits a written statement during that time. Following the period of time specified by the official, Business Associate shall promptly deliver a copy of the official's statement to Covered Entity. d. The Breach notification provided shall include, to the extent possible: 1. the identification of each individual whose Unsecured Protected Health Information has been, or is reasonably believed by Business Associate to have been, accessed, acquired, used, or disclosed during the Breach; 2. a brief description of what happened, including the date of the Breach and the date of discovery of the Breach, if known; 3. a description of the types of Unsecured Protected Health Information that were involved in the Breach, if known (such as whether full name, social security number, date of birth, home address, account number, diagnosis, disability code, or other types of information were involved); 4. any steps individuals should take to protect themselves from potential harm resulting from the Breach; and 5. a brief description of what Business Associate is doing to investigate the Breach, to mitigate harm to individuals, and to protect against any further Breaches. e. Business Associate shall provide the information specified in Section IVA., above, to Covered Entity at the time of the Breach notification if possible or promptly thereafter as information becomes available. Business Associate shall not delay notification to Covered Entity that a Breach has occurred in order to collect the information described in Section IVA. and shall provide such information to Covered Entity even if the information becomes available after the forty-five (45)-day period provided for initial Breach notification. V. OBLIGATIONS OF COVERED ENTITY a. Upon request of Business Associate, Covered Entity shall provide Business Associate with the notice of privacy practices that Covered Entity produces in accordance with Section 164.520 of the HIPAA Privacy and Security Rules. b. Covered Entity shall provide Business Associate with any changes in, or revocation of, permission by an individual to use or disclose Protected Health Information, if such changes affect Business Associate's permitted or required uses and disclosures. c. Covered Entity shall notify Business Associate of any restriction to the use or disclosure of Protected Health Information to which Covered Entity has agreed in accordance with Section 164.522 of the HIPAA Privacy and Security Rules, and Covered Entity shall inform Business Associate of the termination of any such restriction, and the effect that such termination shall have, if any, upon Business Associate's use and disclosure of such Protected Health Information. Docusign Envelope ID: BEB8005A-BB01-4611-8E7D-8821ECE7B64B VI. TERM AND TERMINATION a. Term. The Term of this Addendum shall be effective as of the date first written above, and shall terminate upon the later of the following events: (i) in accordance with Section VII.c., when all of the Protected Health Information provided by Covered Entity to Business Associate or created or received by Business Associate on behalf of Covered Entity is destroyed or returned to Covered Entity or, if such return or destruction is infeasible, when protections are extended to such information; or (ii) upon the expiration or termination of the Agreement. b. Termination for Cause. Upon Covered Entity's knowledge of a material breach of this Addendum by Business Associate and Business Associate's failure to cure such breach within thirty (30) days of receiving notice of same from Covered Entity, Covered Entity shall have the right to terminate this Addendum and the Agreement. c. Effect of Termination. 1. Except as provided in paragraph 2. of this subsection, upon termination of this Addendum, the Agreement or upon request of Covered Entity, whichever occurs first, Business Associate shall return or destroy all Protected Health Information received from Covered Entity, or created or received by Business Associate on behalf of Covered Entity. This provision shall apply to Protected Health Information that is in the possession of subcontractors or agents of Business Associate. Neither Business Associate nor its subcontractors or agents shall retain copies of the Protected Health Information. 2. In the event that Business Associate determines that returning or destroying the Protected Health Information is infeasible, Business Associate shall provide to Covered Entity notification of the conditions that make return or destruction infeasible and shall extend the protections of this Addendum to such Protected Health Information and limit further uses and disclosures of such Protected Health Information to those purposes that make the return or destruction infeasible, for so long as Business Associate maintains such Protected Health Information. VII. MISCELLANEOUS a. No Rights in Third Parties. Except as expressly stated herein, the Parties to this Addendum do not intend to create any rights in any third parties. b. Survival. The obligations of Business Associate under Section VII(c) of this Addendum shall survive the expiration, termination, or cancellation of this Addendum, the Agreement, and/or the business relationship of the parties, and shall continue to bind Business Associate, its agents, employees, contractors, successors, and assigns as set forth herein. c. Amendment. This Addendum may be amended or modified only in a writing signed by the Parties. The Parties agree that they will negotiate amendments to this Addendum to conform to any changes in the HIPAA Privacy and Security Rules as are necessary for Covered Entity to comply with the current requirements of the HIPAA Privacy and Security Rules. In addition, in the event that either Party believes in good faith that any provision of this Addendum fails to comply with the then -current requirements of the HIPAA Privacy and Security Rules or any other applicable legislation, then such Party shall notify the other Party of its belief in writing. For a period of up to thirty (30) days, the Parties shall address in good faith such concern and amend the terms of this Addendum, if necessary to bring it into compliance. If, after such thirty (30)-day period, the Addendum fails to comply with the HIPAA Privacy and Security Rules or any Docusign Envelope ID: BEB8005A-BB01-4611-8E7D-8821ECE7B64B other applicable legislation, then either Party has the right to terminate this Addendum and the Agreement upon written notice to the other party. d. Independent Contractor. None of the provisions of this Addendum are intended to create, nor will they be deemed to create, any relationship between the Parties other than that of independent parties contracting with each other solely for the purposes of effecting the provisions of this Addendum and any other agreements between the Parties evidencing their business relationship. e. Interpretation. Any ambiguity in this Addendum shall be resolved in favor of a meaning that permits Covered Entity to comply with the HIPAA Privacy and Security Rules. f. Certain Provisions Not Effective in Certain Circumstances. The provisions of this Addendum relating to the HIPAA Security Rule shall not apply to Business Associate if Business Associate does not receive any Electronic Protected Health Information from or on behalf of Covered Entity. g. Ownership of Information. Covered Entity holds all right, title, and interest in and to the PHI and Business Associate does not hold and will not acquire by virtue of this Addendum or by virtue of providing goods or services to Covered Entity, any right, title, or interest in or to the PHI or any portion thereof. h. Entire Agreement. This Addendum is incorporated into, modifies and amends the Agreement, inclusive of all other prior amendments or modifications to such Agreement. The terms and provisions of this Addendum shall control to the extent they are contrary, contradictory or inconsistent with the terms of the Agreement. Otherwise, the terms and provisions of the Agreement shall remain in full force and effect and apply to this Addendum. Docusign Envelope ID: BE138005A-13601-4611-8E7D-8821ECE713646 IN WITNESS WHEREOF, the Parties have executed this Addendum as of the day and year written above. Each person whose signature appears hereon represents, warrants and guarantees that he/she has been duly authorized and has full authority to execute this Agreement on behalf of the party on whose behalf this Agreement is executed. Business Associate: Covered Entity: EMS Management & Consultants, Inc. Signed py: By: - oL's5ansdco�oaa - City of Elgin I0 Print: Jay Gyure Print: Title: chief Financial officer Title: Date: 2/13/2025 Date: