City Council

TROY CITY COUNCIL FINANCE COMMITTEE AGENDA December 20, 2018 6:00 P.M. Pledge of Allegiance Roll Call Public Forum LOCAL LAWS ORDINANCES 139. Ordinance Transferring Funds Within The Capital Projects Fund Budget (Council President Mantello) (At The Request Of The Administration) 140. Ordinance Transferring Funds Within The 2018 General Fund Budget (Council President Mantello) (At The Request Of The Administration) 141. Ordinance Transferring Funds Within The 2018 Water Fund Budget (Council President Mantello) (At The Request Of The Administration) 142. Ordinance Authorizing Settlement Of Claim, To Wit: Liberty Mutual Insurance Company A/S/O Matthew Shudt, Plaintiff vs. City Of Troy, Defendant, Troy City Court Index No. 1224- 16 (Council President Mantello) (At The Request Of The Administration) RESOLUTIONS 118. Resolution Authorizing The Mayor To Enter Into A Three (3) Year Agreement With Quick Med Claims, LLC For Ambulance Billing Services For The Fiscal Years 2019, 2020 And 2021. (Council President Mantello) (At The Request Of The Administration)  ORD139 ORDINANCE TRANSFERRING FUNDS WITHIN THE CAPITAL PROJECTS FUND BUDGET The City of Troy, convened in City Council, ordains as follows: Section 1. The City of Troy 2018 budget is herein amended as set forth in Schedule A entitled: December 2018 Budget Transfers – Northern Drive Signalization which is attached hereto and made a part hereof Section 2. This act will take effect immediately. Approved as to form December 12, 2018 James A. Caruso, Corporation Counsel  Schedule A ORD139 December 2018 Budget Transfers – Northern Drive Signalization Original Change Revised Department Account No. Description Budget* (+/-) Budget Northern Drive Signalization H.1440.0409.0640.0000 Consultant Services 50,000.00 (40,000.00) 10,000.00 Northern Drive Signalization H.5197.0200.0640.0000 Equipment & Capital Outlay 275,000.00 40,000.00 315,000.00 Net Impact On Capital Projects Fund 0.00 * Or as previously amended  ORD139 MEMO IN SUPPORT This ordinance transfers funds within the Capital Project “Northern Drive Signalization” to correct the expenditure appropriation lines within the project. There are no new monies being added to the project in this legislation.  ORD140 ORDINANCE TRANSFERRING FUNDS WITHIN THE 2018 GENERAL FUND BUDGET The City of Troy, convened in City Council, ordains as follows: Section 1. The City of Troy 2018 budget is herein amended as set forth in Schedule A entitled: December 2018 Budget Transfers – General Fund which is attached hereto and made a part hereof Section 2. This act will take effect immediately. Approved as to form December 12, 2018 James A. Caruso, Corporation Counsel  Schedule A ORD140 December 2018 Budget Transfers – General Fund Original Change Revised Department Account No. Description Budget* (+/-) Budget Reference Police A.3120.0401.0054.0000 Utilities - Gas & Electric 112,250.00 30,000.00 142,250.00 1 DPW Streets A.5110.0405.0000.0000 Rentals 10,750.00 (8,800.00) 1,950.00 1 DPW Sanitation A.8160.0409.0084.0000 Consultant Services - Landfill 10,000.00 800.00 10,800.00 1 DPW Facilities A.1620.0401.0054.0000 Utilities - Gas & Electric 104,200.00 12,000.00 116,200.00 1 DPW Facilities A.1620.0401.0053.0000 Utilities - Telephone 187,500.00 (12,000.00) 175,500.00 1 Fire A.3410.0404.0068.0000 Repairs - Equipment 45,000.00 17,500.00 62,500.00 1 Fire A.3410.0304.0058.0000 Vehicle Expense - Repairs 113,000.00 25,000.00 138,000.00 1 Fire A.3410.0304.0057.0000 Vehicle Expense - Parts 30,208.00 12,500.00 42,708.00 1 Fire A.3410.0423.0000.0000 Uniforms 145,000.00 (10,000.00) 135,000.00 1 Fire A.3410.0303.0019.0000 Other Material & Supplies - Hazmat 20,000.00 2,500.00 22,500.00 1 Fire A.3410.0409.0081.0000 Consultant Services - Ambulance Billing 109,250.00 17,500.00 126,750.00 1 DPW Streets A.5110.0401.0074.0000 Utilities - Street Lights 1,453,500.00 300,000.00 1,753,500.00 1 Treasurer's Office A.1325.0201.0000.0000 Office Equipment 7,000.00 2,500.00 9,500.00 1 Fire A.3410.0204.0000.0000 Facilities - Upgrades / Improvements 29,000.00 14,000.00 43,000.00 2 Mayor's Office A.1210.0805.0000.0000 Health Insurance 84,939.00 (3,071.00) 81,868.00 3 Comptroller's Office A.1315.0805.0000.0000 Health Insurance 194,618.00 (7,036.00) 187,582.00 3 Treasurer's Office A.1325.0805.0000.0000 Health Insurance 35,460.00 (1,282.00) 34,178.00 3 Purchasing A.1345.0805.0000.0000 Health Insurance 24,740.00 (894.00) 23,846.00 3 Assessor's Office A.1355.0805.0000.0000 Health Insurance 35,460.00 (1,282.00) 34,178.00 3 City Clerk A.1410.0805.0000.0000 Health Insurance 21,442.00 (775.00) 20,667.00 3 Corporation Counsel A.1420.0805.0000.0000 Health Insurance 70,921.00 (2,564.00) 68,357.00 3 Personnel A.1430.0805.0000.0000 Health Insurance 74,219.00 (2,683.00) 71,536.00 3 Engineering A.1440.0805.0000.0000 Health Insurance 60,200.00 (2,176.00) 58,024.00 3 DPW Admin A.1490.0805.0000.0000 Health Insurance 35,461.00 (1,282.00) 34,179.00 3 DPW Facilities A.1620.0805.0000.0000 Health Insurance 141,841.00 (5,128.00) 136,713.00 3 DPW Garage A.1640.0805.0000.0000 Health Insurance 131,121.00 (4,740.00) 126,381.00 3 BIS A.1680.0805.0000.0000 Health Insurance 81,642.00 (2,952.00) 78,690.00 3 Police A.3120.0805.0000.0000 Health Insurance 2,693,320.00 (97,372.00) 2,595,948.00 3 DPW Traffic A.3310.0805.0000.0000 Health Insurance 56,902.00 (2,057.00) 54,845.00 3 Fire A.3410.0805.0000.0000 Health Insurance 2,226,567.00 (80,497.00) 2,146,070.00 3 Code Enforcement A.3620.0805.0000.0000 Health Insurance 205,339.00 (7,424.00) 197,915.00 3 Vital Statistics A.4020.0805.0000.0000 Health Insurance 35,460.00 (1,282.00) 34,178.00 3 DPW Streets A.5110.0805.0000.0000 Health Insurance 312,548.00 (11,300.00) 301,248.00 3 Recreation - Admin A.7020.0805.0000.0000 Health Insurance 49,479.00 (1,789.00) 47,690.00 3 Recreation - Parks A.7110.0805.0000.0000 Health Insurance 49,479.00 (1,789.00) 47,690.00 3 Recreation - Ice Rink A.7140.0805.0000.0000 Health Insurance 117,102.00 (4,234.00) 112,868.00 3 Recreation - Golf A.7180.0805.0000.0000 Health Insurance 21,442.00 (775.00) 20,667.00 3 Planning A.8020.0805.0000.0000 Health Insurance 95,660.00 (3,458.00) 92,202.00 3 DPW Sanitation A.8160.0805.0000.0000 Health Insurance 535,204.00 (19,349.00) 515,855.00 3 Health Insurance - Retirees A.9060.0805.0000.0000 Health Insurance - Retirees 6,412,318.00 (232,139.00) 6,180,179.00 3 Contingency A.1990.0418.0000.0000 Contingency 41,185.00 95,830.00 137,015.00 4 Net Impact On General Fund 0.00 * Or as previously amended  ORD140 MEMO IN SUPPORT This ordinance transfers funds within the 2018 General Fund Budget for the following reasons. Please note that the number indicated below references to the name as indicated in the “Reference” column on the Schedule attached hereto. 1. A transfer of funds to provide additional funding for various appropriation lines within various General Fund departments in order to pay outstanding and upcoming invoices for the remainder of the 2018 fiscal year. 2. A transfer of funds to improve facilities within the Fire Department for the purpose of repairing electrical wiring and the concrete floor in one of the firehouses. 3. Funding for transfers is being provided from the health insurance accounts within the General Fund. The amount estimated to be saved in the 2018 budget is an extremely conservative amount and based on an analysis done within the City Comptroller’s Office. 4. An additional amount of monies being added to the General Fund’s 2018 contingency account.  ORD#141 ORDINANCE TRANSFERRING FUNDS WITHIN THE 2018 WATER FUND BUDGET The City of Troy, convened in City Council, ordains as follows: Section 1. The City of Troy 2018 budget is herein amended as set forth in Schedule A entitled: December 2018 Budget Transfers – Water Fund which is attached hereto and made a part hereof Section 2. This act will take effect immediately. Approved as to form December 12, 2018 James A. Caruso, Corporation Counsel  Schedule A ORD141 December 2018 Budget Transfers – Water Fund Original Change Revised Department Account No. Description Budget* (+/-) Budget DPU Garage F.1640.0203.0000.0000 Other Equipment 2,500.00 (2,500.00) 0.00 DPU Garage F.1640.0302.0000.0000 Small Tools & Equipment 3,500.00 (2,500.00) 1,000.00 DPU Garage F.1640.0304.0056.0000 Vehicle Expense - Gas 195,000.00 (20,000.00) 175,000.00 DPU Administration F.8310.0201.0030.0000 Equipment - Meters 5,000.00 (2,500.00) 2,500.00 DPU Administration F.8310.0303.0030.0000 Other Material & Supplies - Meters 310,000.00 (10,000.00) 300,000.00 DPU Administration F.8310.0413.0046.0000 Property Taxes - Other Governments 640,366.00 (3,000.00) 637,366.00 DPU Pumping F.8320.0401.0054.0000 Utilities - Gas & Electric 190,000.00 (10,000.00) 180,000.00 DPU Purification F.8330.0401.0054.0000 Utilities - Gas & Electric 125,000.00 (15,000.00) 110,000.00 DPU Purification F.8330.0113.0000.0000 Out Of Grade Pay 1,500.00 3,500.00 5,000.00 DPU Purification F.8330.0303.0000.0000 Other Material & Supplies 924,094.00 70,000.00 994,094.00 DPU Purification F.8330.0410.0000.0000 Training 11,500.00 (2,500.00) 9,000.00 DPU Transmission F.8340.0302.0000.0000 Small Tools & Equipment 4,000.00 (2,000.00) 2,000.00 DPU Transmission F.8340.0303.0000.0000 Other Material & Supplies 473,905.00 (3,500.00) 470,405.00 Net Impact On Water Fund 0.00 * Or as previously amended  ORD141 THE CITY OF TROY INTER-OFFICE MEMORANDUM To: Andrew Piotrowski, Deputy Comptroller From: Chris Wheland, Superintendent of Public Utilities Subject: December 2018 Water Transfers Date: December 11, 2018 There are two transfers required for water. This is required for current needs of the department. There is a need to increase Out of Grade Pay to compensate the fund for payouts due to employees requiring time off for medical reasons. A transfer is also required for Purification Materials and Supplies for chemical purchases to properly treat drinking water. Since it is the end of the year and funds are tight, the funding will come from multiple accounts in small amounts. If you have other questions please let me know. Cc: Patrick Madden, Mayor Monica Kurzejeski, Deputy Mayor  Ord. 142 ORDINANCE AUTHORIZING SETTLEMENT OF CLAIM, TO WIT: LIBERTY MUTUAL INSURANCE COMPANY a/s/o MATTHEW SHUDT, PLAINTIFF vs. CITY OF TROY, DEFENDANT, TROY CITY COURT INDEX NO. 1224-16 The City of Troy, in City Council, convened, ordains as follows: Section 1. The above named plaintiff commenced an action in Troy City Court against the City of Troy, alleging that a City employee driving a City owned vehicle negligently collided with the rear end of its insured’s automobile causing extensive property damage. Section 2. The Corporation Counsel is authorized to settle the above litigation in a manner that conforms in all material respects with and in the amount identified in the attached draft of the Release. The Corporation Counsel shall obtain a duly executed Stipulation of Discontinuance and Release in full satisfaction of the claims prior to payment. Section 3. The Comptroller is authorized and directed to make, issue, and countersign the required drafts as outlined in the Settlement Release, said sums to be payable out of the Judgments and Claims Account. Section 4. This Ordinance shall take effect immediately. Approved as to form, December 19, 2018 ___________________________________ James A. Caruso, Corporation Counsel  Ord. 142 MEMORANDUM IN SUPPORT Plaintiff alleges that a City vehicle (a dump truck) driven by a City employee struck the rear of its insured’s automobile (an Hyundai Sonata) while it was stopped at a red light at Hoosick and North Lake Avenue on March 4, 2015. A notice of claim was timely served, and on March 29, 2016, plaintiff timely commenced this action sounding in negligence in Troy City Court against the City of Troy. Plaintiff alleged that its insured’s vehicle was a total loss as a result of the accident, and that it paid its insured and a lienholder a net total of $11,620.14 on the claim. This case has been litigated extensively and for years in both Troy City Court and Rensselaer County Supreme Court. The agreement to settle subject to the Council’s approval was reached on the eve of trial. Settlement is advisable as a practical business decision. There is no substantive defense to the rear end collision. The City driver admitted he proceeded forward on a green arrow that did not apply to his and the insured’s lane of travel. If the plaintiff competently presents its case and the case goes to a jury, a finding of liability for the full amount of damages claimed seems likely. Under the terms of the proposed Release and Stipulation of Discontinuance, this action will be dismissed with prejudice. In return, the City shall pay plaintiff $4,000.00 in full satisfaction of all claims, a $7,620.00 discount. There will be no admission of liability or fault on the part of the City of Troy. Additionally, each party will be responsible for its own costs and attorney’s fees. The case will be discontinued in its entirety with prejudice and the City and its employee will be released from all further liability. The recommendation to settle is strictly a business decision taken in full consideration of the available defenses to the claim and to avoid the potential for a significantly higher award of damages by a jury, as well as the expenditures of further litigation and trial. The amount of the settlement is reasonable, representing approximately one third of the total amount paid out by the plaintiff. Plaintiff understands that the proposed settlement is conditioned upon approval of both the City Council and the Mayor. If the terms of the settlement are not approved and fully executed, then this case will be returned to the trial calendar.  RES#118 RESOLUTION AUTHORIZING THE MAYOR TO ENTER INTO A THREE (3) YEAR AGREEMENT WITH QUICK MED CLAIMS, LLC FOR AMBULANCE BILLING SERVICES FOR THE FISCAL YEARS 2019, 2020 AND 2021 BE IT RESOLVED, that the Troy City Council hereby authorizes the Mayor to enter into an agreement with Quick Med Claims, LLC. for ambulance billing services for the City of Troy’s fiscal year 2019, 2020 and 2021 in accordance with the terms attached hereto and made a part thereof. Approved as to form December 17, 2018 James A. Caruso, Corporation Counsel  RES118 Memo In Support This resolution authorizes the execution of a contract with Quick Med Claims, LLC for the purpose of ambulance billing services with the City of Troy, New York. The City issued a RFP for services as the current contract was expired. After the review of seven (7) responses, Quick Med Claims was selected based on their proposal, compliance with New York State Regulations and their impressive interview conducted with the City. The effective date of the contract is for January 1, 2019 with a three-year term. At the end of the three years there is an option for a renewal. Implementation will being upon the approval and signing of the contract. BILLING AND REIMBURSEMENT SERVICES AGREEMENT by and between QUICK MED CLAIMS and CITY OF TROY, NEW YORK December 13, 2018  TABLE OF CONTENTS RECITALS 3 1. TERM 3 2. TERMINATION 3 3. PROVIDER RESPONSIBILITIES 5 4. QMC SERVICES 6 5. COMPENSATION 8 6. EXCLUSIVITY 9 7. RATES 9 8. INDEMNIFICATION 9 9. LIMITATION OF LIABILITY 9 10. INSURANCE 10 11. CONTRACTOR STATUS 10 12. WORKERS COMPENSATION 10 13. QMC PERSONNEL 10 14. REGULATORY COMPLIANCE 11 15. GOVERNING LAW 11 16. ASSIGNMENT 11 17. NOTICES 11 18. SEVERABILITY 12 19. WAIVER OF BREACH 12 20. FORCE MAJEURE 12 21. RECORDS 12 22. CONFIDENTIALITY 13 23. ENTIRE AGREEMENT 13 23. AUDIT AND FINANCIAL PROCEDURES 13 25. NON-DISCRIMINATION REQUIREMENTS 14 26. NON-COLLUSIVE REQUIREMENTS 15  AGREEMENT THIS SERVICE AGREEMENT (hereinafter “Agreement”) by and between CITY OF TROY, NEW YORK, a New York municipal government (hereinafter referred to as “Provider”), located at 433 River St., Ste. 5001, Troy, NY 12180 and QUICK MED CLAIMS, LLC, a Delaware corporation (hereinafter referred to as “QMC”), located at 275 Curry Hollow Road, Suite G 100, Pittsburgh, PA 15236, is entered into with an effective date of the 1st Day of January , 2019 (the “Effective Date”). WHEREAS, Provider operates a medical transportation service; and WHEREAS, Provider seeks reimbursement for the medical transportation services that it provides; and WHEREAS, QMC provides billing and reimbursement services for medical transportation organizations in a manner that is compliant with all applicable and material rules and regulations; and WHEREAS, QMC is willing to provide medical transportation billing and reimbursement services to Provider on the terms and conditions set forth herein; and WHEREAS, Provider desires to engage QMC exclusively to provide billing and reimbursement services for the medical transportation services that it provides; NOW THEREFORE, in consideration of the mutual promises, covenants and agreements contained herein, the parties agree as follows: 1. TERM This Agreement shall commence on the date first written above and continue for three (3) years (the “Initial Term”) unless otherwise terminated in accordance with Section 2 of this Agreement. There will be an option for an additional two-year renewal if mutually agreed upon by both parties. 2. TERMINATION 1. Cause (i) If either QMC or Provider fails to observe, keep or perform any provision of this Agreement, the other party may give written notice to the non- performing party. If the non-performing party fails to cure the breach within, thirty (30) days of such notice, this Agreement may be unilaterally terminated immediately by the non-breaching party, provided, however, if the corrective  action cannot be completed within the thirty (30) day cure period despite the good faith, commercially reasonable efforts of the non-performing party, then the thirty (30) day cure period will be extended by another thirty (30) days if the non- performing party diligently pursues the corrective action throughout the cure period. (ii) Either party may terminate this Agreement immediately in writing for any of the following: 1. The other party is excluded from participation in the Medicare, Medicaid, or other government health care program. 2. The other party ceases to exist, for any reason; or 3. The other party files a voluntary petition in bankruptcy, becomes insolvent, is adjudicated a bankrupt or an insolvent, files a petition seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar arrangement under the federal Bankruptcy Code or any similar federal or state statute, law or regulation, or in the event of the appointment of a trustee, receiver, or liquidator for the other party or any substantial part of its assets or properties (whether or not the other party consents to or acquiesces to such appointment). (iii) QMC may terminate this Agreement upon thirty (30) days’ notice if Provider fails to provide information necessary for QMC to timely submit and process claims or if Provider fails to cooperate in the appeals process. 2. Without Cause Either party may terminate this Agreement upon a ninety (90) day written notice to the other party. 3. Transition Period If this Agreement is terminated for any reason, the parties agree to a Transition Period that shall commence on the termination date and end ninety (90) days thereafter. During the Transition Period, Provider agrees not to forward any claims with dates of service after the termination date to QMC for processing. QMC agrees to continue to provide billing and reimbursement services for dates of service prior to the termination date as described herein for the entire Transition Period. At the end of the Transition Period, QMC shall present to Provider a final set of reports, including an invoice for services that details the  work done during the Transition Period. Provider shall pay all fees due to QMC within thirty (30) days of receiving a complete and correct invoice. 3. PROVIDER RESPONSIBILITIES 1. Information Transfer Subject to the terms of Section 21 hereof, Provider agrees to provide QMC with all information necessary to support the billing and reimbursement process in a complete and timely fashion. The necessary information includes, but is not limited to: complete and legible patient demographic information, dispatch information, insurance information, medical records, patient clinical records including patient care reports, essential patient and crew signatures and related forms. All information transmitted by Provider to QMC shall comply with all applicable laws, rules, regulations and policies in all material respects and Provider shall monitor all billing regulations and requirements mandated by governmental or third-party payors and will submit their billing information in accordance with the same. Provider shall use its best efforts to ensure that all information provided to QMC is accurate and complete. QMC will only use the information given to QMC by Provider to bill for medical services provided by Provider. Provider understands and agrees that it is its responsibility to complete billing information accurately so that it reflects work actually performed and matches all medical records. QMC will not alter the billing information or medical records but shall inform Provider if QMC is made aware of any such billing information inaccuracies. Provider will retain all medical records and forward a copy to QMC upon request if needed for billing purposes. 2. Access to Information Subject to the terms of Section 21 hereof and to reasonable security procedures required by Provider, Provider agrees to grant reasonable access for designated QMC personnel to any and all systems, applications, tools and information that is required by QMC for the billing and reimbursement process. 3. Designation of QMC as Authorized Agent Provider hereby appoints and designates QMC as its authorized agent/attorney in fact as provided herein. This appointment is a power coupled with an interest and authorizes QMC to institute claims, in the name of Provider for the limited purpose of processing claims for reimbursement; provided however that QMC shall not turn a claim over to a secondary collector, or institute a legal action, or write off a claim to charity, without first obtaining Provider’s prior written consent.  4. Outside Consultants Unless otherwise provided for in Attachment E attached hereto, any outside consultants, including but not limited to, accounting firms, audit firms or legal counsel engaged by Provider shall be the financial responsibility of Provider. 5. Designated Representative Provider shall designate a specific representative to serve as a liaison to QMC personnel. 4. QMC SERVICES 1. Demographic Information Verification QMC shall verify and augment through accessible sources all demographic information supplied by the Provider and necessary to support the billing and reimbursement process. 2. Insurance Information Verification QMC shall verify and augment through accessible sources all insurance information supplied by the Provider and necessary to support the billing and reimbursement process. 3. Claims Processing QMC shall submit all claims for payment for services rendered by the Provider, to the appropriate party, including third party payors, third party administrators, estates and patients as appropriate to obtain allowable reimbursement in accordance with service levels outlined in Attachment B. QMC shall cooperate and work with governmental agencies and insurance carriers with the objective of obtaining prompt and sufficient payment of billings and claims. QMC shall convey intermediary/carrier directives and updates that it receives to Provider, including intermediary/carrier correspondence and any audit requests or notifications of overpayment directed to Provider. 4. Accounts Receivable Management QMC shall provide follow up and accounts receivable management services for claims arising out of services rendered by Provider in a timely fashion. QMC shall exercise due care, prudence and judgment in the management of Provider’s accounts receivable. QMC shall, with the cooperation of Provider, take appropriate measures for the prompt collections of all billings and claims;  however, Provider shall determine when write-offs shall occur. QMC will follow a payor specific set of protocols for account follow up. 5. Reimbursement Posting QMC shall post all reimbursement received on behalf of the Provider to the appropriate accounts and make such information available to Provider for review in accordance with service levels outlined in Attachment B. QMC will work closely with Provider representatives to identify all missing reimbursements and may post reimbursements to a miscellaneous account in the event the documentation is not received from Provider within thirty (30) days of confirmation by the payor. 6. Appeals In the event of an improper denial or underpayment, QMC shall initiate the appropriate appeal process directed to obtaining the appropriate payment. QMC will complete all reviews, appeals and related processes to respond to third party payor denials. Such efforts will be completed in accordance with payor specific protocols. Provider agrees to cooperate with QMC in the appeals process and shall timely respond to requests for and supply all necessary support to carry out the process. 7. Fixed Reporting QMC will provide a fixed set of reports to Provider on a periodic basis. The content and frequency of the reports will be mutually agreed upon by the parties but shall be at least monthly and include the reports described on Attachment C to this Agreement. If required, upon Provider’s request, QMC may develop custom reports for Provider, for which the cost, content and timeliness will be mutually agreed upon by the parties. 8. Other Services At Provider’s request, QMC shall provide the services described in this Section 4 with respect to accounts identified by Provider that have a date of service prior to the effective date of this Agreement Provider Policies In providing services, QMC shall follow Provider’s written policies, copies of which shall be provided to QMC prior to execution of this Agreement.  9. Correspondence QMC shall not send correspondence to patients, third-party payors or other third parties relating to Provider’s claims except using template letters approved in advance by Provider. QMC may rely on Provider’s approval of a template for use thereafter by QMC until such time as Provider requests a change to the template. Correspondence from QMC under this Agreement shall not be sent on Provider’s letterhead. 10. Credit Card Merchant Account 11. QMC will establish a credit card merchant account and related capabilities to permit provider’s patients to pay via any major credit card and allow associated funds to be deposited directly into Provider’s designated bank account, net of associated credit card processing fees. The merchant processing fee will be charged as an addition to the full net payment received via the merchant account. 12. NOTICE OF PRIVACY PRACTICES QMC agrees to provide all prescribed Notices of Privacy Practices to patients and/or designated representatives in accordance with applicable rules and regulations. 5. COMPENSATION 1. Service Fees In recognition of the services provided as described herein, Provider shall pay QMC in accordance with the rates set forth in Attachment A. 2. Payment Terms Provider shall pay QMC within thirty (30) days of receiving a complete and correct invoice for services. QMC shall issue invoices to Provider on a monthly basis. If any invoices remain outstanding for forty-five (45) days or more, QMC may charge interest on the unpaid balance at the rate of 1 ½ % of any outstanding balance, per month which rate shall remain in effect until paid in full. In addition, QMC may at its option suspend services hereunder upon 30 day’s prior written notice if any invoices remain outstanding for 45 days or more or may terminate this Agreement in accordance with Section 2(a) above. 6. EXCLUSIVITY Provider agrees to rely exclusively on QMC to provide all billing and reimbursement services for the medical transportation services rendered by Provider under this Agreement during the term of this Agreement. 7. RATES Provider shall set rate schedules for its services as desired and QMC will diligently seek reimbursement for such services as provided for herein. 8. INDEMNIFICATION 1. By Provider The Provider shall protect, defend, indemnify, and hold harmless QMC, its agents, officers, directors and employees from and against any and all costs, claims, demands, causes of action, suits, damages, liabilities, and expenses, including reasonable attorneys’ fees, (collectively referred to as “Claims”) that arise out of performance or non-performance of Provider in the course of performing the duties encompassed by this Agreement, whether arising from the negligent or willful acts or omissions of Provider, its agents, employees, subcontractors, except for any alleged negligence or condition caused or created, in whole or in part, by QMC. 2. By QMC QMC shall protect, defend, indemnify, and hold harmless Provider, its owners, agents, officers, directors and employees from and against any and all Claims that arise out of performance or non-performance of QMC in the course of performing the duties encompassed by this Agreement, whether arising from the negligent or willful acts or omissions of QMC, its agents, employees, subcontractors or otherwise. 9. LIMITATION OF LIABILITY QMC’s sole obligation is to provide the services set forth in this Agreement based on the information and documentation provided by the Provider or its representatives, employees, directors, officers, agents or attorneys in accordance with the terms and conditions of this Agreement, and QMC shall have no responsibility or liability for the accuracy or completeness of any such information provided by the Provider or its officers, directors, employees, representatives, agents or attorneys. 10. INSURANCE 1. By QMC QMC shall maintain general liability insurance in accordance with usual and customary industry practice. QMC shall provide proof of insurance to Provider on Provider’s request. 11. INDEPENDENT CONTRACTOR STATUS In the performance of all services hereunder, QMC is an independent contractor. All personnel assigned by QMC to perform services hereunder shall be considered employees of QMC, not employees of the Provider. All employees, methods, equipment, and facilities used or employed by QMC will at all times be under QMC’s operational supervision. 12. WORKERS COMPENSATION 1. QMC In accordance with Section 142 of the State Finance Law, this Contract shall be void and of no force and effect unless the QMC shall provide and maintain coverage during the life of this contract for the benefit of such employees as are required to be covered by the provisions of the Workers’ Compensation Law. 13. QMC PERSONNEL Billing Directors, Account Managers, Billing Specialists, Cash Posters and other QMC personnel shall be deemed employees of QMC and carried on its payroll, and QMC shall retain the right in its sole and absolute discretion, to make all QMC personnel decisions and assign personnel to perform the services described in this Agreement. Said personnel will abide by all QMC personnel policies as well as Provider rules and policies as they relate to services delivered pursuant to this Agreement, provided that Provider rules do not conflict with QMC personnel policies or QMC general operating rules. QMC personnel shall be qualified to furnish the services they provide and have appropriate experience, training and expertise. Provider agrees that it will not recruit, hire or otherwise engage any QMC employees, QMC associates or employees under subcontract with QMC during the term of this Agreement and for a period of one (1) year thereafter, without written consent of QMC. Provider hereby acknowledges that QMC has made a significant investment in its employees and engagement of said employees would result in economic damage to QMC. 14. REGULATORY COMPLIANCE Provider represents and warrants that at all times during the Term of this Agreement, it shall comply with all applicable laws, regulations and requirements of federal, state and local governmental authorities pertaining to billing and reimbursement for medical transportation services. Provider represents and warrants that all personnel in the performance of its obligations hereunder are and will continue to be properly licensed and certified, if applicable, in accordance with all applicable federal, state and local rules, regulations and conventions. 15. GOVERNING LAW This Contract shall be governed by the laws of the State of New York except where the Federal supremacy clause requires otherwise. 16. ASSIGNMENT This contract shall not be assigned to anyone other than QMC without the consent of the Provider. 17. NOTICES All notices under this Agreement shall be in writing and shall be deemed to have been given on the date personally delivered as evidenced by an executed receipt, or on the date mailed, as evidence by a postmark, by certified or registered mail, and addressed to the respective parties as listed below: If sent to Provider: If sent to QMC: Andrew Piotrowski Michael J. Lewis Chief Executive Officer Chief Executive Officer City of Troy, NY Quick Med Claims, LLC 433 River Street Suite 5001 275 Curry Hollow Road Suite G 100 Troy, NY 12180 Pittsburgh, PA 15236 18. SEVERABILITY In the event any provision of this Agreement is held to be unenforceable for any reason, the unenforceability thereof shall not affect the remainder of this Agreement, which shall remain in full force and effect and enforceable in accordance with its terms. 19. WAIVER OF BREACH The waiver by either party of a breach or violation of any provision of the Agreement shall not operate as, or be construed to be, a waiver of any subsequent breach of the same or other provision thereof. 20. FORCE MAJEURE Neither QMC nor Provider shall be considered to be in default of this Agreement if delays in, or failure of, performance shall be due to events of force majeure the effect of which, by the exercise of reasonable diligence, the non-performing party could not avoid. The term “force majeure” shall mean any event which results in the prevention or delay of performance by a party of its obligations under this Agreement and which is beyond the control of the non-performing party. It includes, but is not limited to, vandalism, sabotage, war, strikes, work slowdowns, fire, flood, earthquake or other “acts of God” or natural or meteorological causes which prevent the parties from performing their responsibilities hereunder. If either party is unable to perform its obligations under this Agreement as a result of an event of force majeure, the non-performing party shall promptly notify the other party in writing of the beginning and estimated duration of any anticipated period of delay and thereafter neither party shall be obligated to perform their respective obligations under this Agreement that are affected by the force majeure conditions (and the associated payment obligations) during the period of force majeure. If any period of force majeure continues for thirty (30) days or more, either Provider or QMC may terminate the Agreement upon written notice to the other in accordance with Section 2. 21. RECORDS Pursuant to United States Code, Title 42, Section 1395 et al (Omnibus Budget Reconciliation Act of 1980), QMC agrees to make available to the Secretary of Health and Human Services (“HHS”) and the Comptroller General of the Government Accounting Office (“GAO”), or their authorized representatives, all contracts, books, documents, and records relating to the nature and extent of the costs hereunder for a period of four (4) years after the furnishing of services hereunder. In addition, QMC hereby agrees, if services are to be provided by subcontract with a related organization, to require by contract that such subcontractor make available to HHS and GAO, or their authorized representatives, all contracts, books, documents and records, related to the  nature and extent of the cost thereunder for a period of four (4) years after the furnishing of services thereunder. 22. CONFIDENTIALITY 1. General Provision Provider and QMC agree that all patient medical records shall be considered as and treated as confidential so as to comply with all federal, state and local laws and regulations regarding confidentiality of patient records. Provider agrees to sign QMC’s standard business associate agreement attached hereto as Attachment D on or before the effective date of this Agreement. In addition, during the course of performance pursuant to this Agreement, either party may have access to certain other confidential and proprietary information owned by the other, which may be disclosed orally, in writing, or by observation to either party or its employees while performing pursuant to this Agreement. All such information developed by or disclosed by the other party shall be held in strict confidence and shall not be used by either party for any purpose other than to perform its obligations under this Agreement, for or by any third party, without prior written approval by the other party. 2. Terms of the Agreement QMC and Provider agree that this Agreement shall be treated as confidential and shall not be divulged to any third party except as may be required by law or court order. 3. Public Relations QMC and Provider shall not issue or release, for publication or otherwise, any information, advertising or publicity, which relates to this Agreement without prior written approval of the other party. 23. ENTIRE AGREEMENT This Agreement and documents referred to herein set forth the entire understanding of the parties with respect to the subject matter hereof. Any previous arrangements or understandings between the parties regarding the subject matter hereof are merged into and superseded by the Agreement. 24. AUDIT AND FINANCIAL PROCEDURES. 1. Upon Provider’s written request, Provider shall have the right, at Provider’s sole expense, to audit and examine Provider’s accounts receivable information in the custody or control of QMC (“Audit”). QMC shall permit the Audit to be  performed by Provider, by Provider’s counsel or other professional advisors, or by independent auditors retained by Provider, of all books, records, account vouchers, checks, bank account documents, and all other materials relating to the services covered by this Agreement for Provider. Such Audit shall occur only during normal business hours and shall be of reasonable scope, duration and frequency. In addition, QMC shall cooperate with all reasonable third party payor audit requests on claims that have been processed by QMC. QMC will not be expected to handle audit requests for claims that were processed by another vendor or entity. 2. The parties hereby agree to notify the other immediately in writing in the event of any known or suspected investigation, suit, action, proceeding, claim, or settlement of a dispute relating to billing practices or alleging health care fraud or abuse on the part of the party or any employee, contractor, or agent of the party. 25. NON-DISCRIMINATION REQUIREMENTS In accordance with Article 15 of the Executive Law ( also known as the Human Rights Law ) and all other State and Federal statutory and constitutional non-discrimination provisions, QMC will not discriminate against any employee or applicant for employment because of race, creed, color, sex, national origin, age, disability or marital status. Furthermore, in accordance with Section 220-c of the Labor Law, if this is a contract for the construction, alteration or repair of any public building or public work for the manufacture, sale or distribution of materials, equipment or supplies, and to the extent that this Contract shall be performed within the State of New York, QMC agrees that neither it nor its subcontractors shall, by reason of race, creed, color, disability, sex or national origin: (a) discriminate in hiring against any New York State citizen who is qualified and available to perform the work; or (b) discriminate against or intimidate any employee hired for the performance of work under this Contract. If this is a building service contract as defined in Section 230 of the Labor Law, then, in accordance with Section 239 thereof, QMC agrees that neither it nor its subcontractors shall by reason of race, creed, color, national origin, age, sex, or disability: (a) discriminate in hiring against any New York State citizen who is qualified and available to perform the work; or (b) discriminate against or intimidate any employee hired for the performance of work under this Contract. QMC is subject to fines of $50.00 per person per day for any violation of Section 220-e or Section 229 as well as possible termination of this contract and forfeiture of all moneys due hereunder for a second or subsequent violation.  26. NON-COLLUSIVE REQUIREMENT In accordance with Section 139-d of the State Finance Law, if this Contract was awarded based upon the submission of proposals, QMC warrants, under penalty of perjury, that its proposal was arrived at independently and without collusion aimed at restricting competition. In witness whereof, the parties hereto have on the dates(s) indicated below caused the Agreement to be executed in duplicate. CITY OF TROY, NEW YORK QUICK MED CLAIMS BY: BY: Name_Wm. Patrick Madden Michael J. Lewis Title_Mayor__________ Chief Executive Officer DATE: DATE: STATE OF NEW YORK ) COUNTY OF RENSSELAER ) SS: CITY OF TROY ) On this ___________ day of __________________, 20 18, before me, the undersigned, personally appeared Wm. Patrick Madden, Mayor of the City of Troy, New York, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that, by his signature on this instrument, the individual, or the person upon behalf of which the individual acted, executed this instrument. ______________________________________________________ NOTARY PUBLIC: STATE OF NEW YORK  ATTACHMENT A SCHEDULE OF FEES  SERVICE FEES The Service Fee is provided in exchange for the services described in Section 4 of the Agreement BILLING AND REIMBURSEMENT SERVICE FEE: QMC will be the exclusive provider of medical transportation billing and reimbursement services for the Provider as described above at a rate of:  5.65% of Net collected Revenue* for all claims  $15.00 per Each Medicaid account when primary payor  $ 3.00 per Medicaid account when secondary payor *Net Collected Revenue will include all revenue that is collected and posted in the RescueNet Billing system and reported to Provider on a monthly basis.  ATTACHMENT B QMC SERVICE DETAILS  SERVICE DETAILS QMC agrees to provide the following performance levels:  QMC will submit all claims within five (5) business days of receiving a complete patient care report and all related information required as outlined in Section 3 (a) for successful submission.  Reimbursement will be posted by QMC within three (3) business days of receipt. ATTACHMENT C REPORTS  REPORTS Operational and Financial Reporting. QMC shall provide operational reports to the identified contact person(s) at Provider at the intervals specified below: Monthly Reports: 1. Closing Balance Summary Report. This report provides a summarized rollforward of the open A/R balance, reflecting charges, credits, charge adjustments, credit adjustments and other adjustments. 2. Charge Summary Report. This report provides the detail of charges within the reporting period. 3. Charge Adjustment Summary Report. This report provides information pertaining to charges added to the system within the reporting period that relate to a previously closed period. 4. Credit Summary Report. This report provides a summary of all credits, including contractual adjustments, payments, refunds and write-offs, that occurred within the reporting period. 5. Credit Adjustment Summary Report. This report provides information pertaining to credits added to the system within the reporting period that relate to a previously closed period. 6. Payor Summary Report. This report provides a summary of charges and credits associated with each payor. 7. Payor Adjustments Summary Report. This report provides a summary of all charge and credit adjustments associated with each payor. 8. Payor Aging Report. This report includes a summary and detail listing of the open patient accounts receivable by trip date and initial bill date delineated by payor and as to the following periods: 0-30 days, 31-60 days, 61-90 days, 91-120 days, 121-180 days and over 180 days.  ATTACHMENT D BUSINESS ASSOCIATES AGREEMENT  Business Associate Agreement Between City of Troy, New York This Business Associate Agreement (“Agreement”) between City of Troy, New York (hereinafter referred to as “Provider”) and Quick Med Claims, LLC (hereinafter referred to as “QMC”) is executed to ensure that QMC will appropriately safeguard protected health information (“PHI”) that is created, received, maintained, or transmitted on behalf of Provider in compliance with the applicable provisions of Public Law 104-191 of August 21, 1996, known as the Health Insurance Portability and Accountability Act of 1996, Subtitle F – Administrative Simplification, Sections 261, et seq., as amended ("HIPAA"), and with Public Law 111-5 of February 17, 2009, known as the American Recovery and Reinvestment Act of 2009, Title XII, Subtitle D – Privacy, Sections 13400, et seq., the Health Information Technology and Clinical Health Act, as amended (the “HITECH Act”). A. General Provisions 1. Meaning of Terms. The terms used in this Agreement shall have the same meaning as those terms defined in HIPAA. 2. Regulatory References. Any reference in this Agreement to a regulatory section means the section currently in effect or as amended. 3. Interpretation. Any ambiguity in this Agreement shall be interpreted to permit compliance with HIPAA. B. Obligations of Business Associate QMC agrees that it will: 1. Not use or further disclose PHI other than as permitted or required by this Agreement or as required by law; 2. Use appropriate safeguards and comply, where applicable, with the HIPAA Security Rule with respect to electronic protected health information (“e-PHI”) and implement appropriate physical, technical and administrative safeguards to prevent use or disclosure of PHI other than as provided for by this Agreement; 3. Report to Provider any use or disclosure of PHI not provided for by this Agreement of which it becomes aware, including any security incident (as defined in the HIPAA Security Rule) and any breaches of unsecured PHI as required by 45 CFR §164.410. Breaches of unsecured PHI shall be reported to Provider without unreasonable delay but in no case later than 60 days after discovery of the breach; 4. In accordance with 45 CFR 164.502(e)(1)(ii) and 164.308(b)(2), ensure that any subcontractors that create, receive, maintain, or transmit PHI on behalf of QMC  agree to the same restrictions, conditions, and requirements that apply to QMC with respect to such information; 5. Make PHI in a designated record set available to Provider and to an individual who has a right of access in a manner that satisfies Provider’s obligations to provide access to PHI in accordance with 45 CFR §164.524 within 30 days of a request; 6. Make any amendment(s) to PHI in a designated record set as directed by Provider, or take other measures necessary to satisfy Provider’s obligations under 45 CFR §164.526; 7. Maintain and make available information required to provide an accounting of disclosures to Provider or an individual who has a right to an accounting within 60 days and as necessary to satisfy Provider’s obligations under 45 CFR §164.528; 8. To the extent that QMC is to carry out any of Provider’s obligations under the HIPAA Privacy Rule, QMC shall comply with the requirements of the Privacy Rule that apply to Provider when it carries out that obligation; 9. Make its internal practices, books, and records relating to the use and disclosure of PHI received from, or created or received by QMC on behalf of Provider, available to the Secretary of the Department of Health and Human Services for purposes of determining QMC and Provider’s compliance with HIPAA and the HITECH Act; 10. Restrict the use or disclosure of PHI if Provider notifies QMC of any restriction on the use or disclosure of PHI that Provider has agreed to or is required to abide by under 45 CFR §164.522; and 11. If Provider is subject to the Red Flags Rule (found at 16 CFR §681.1 et seq.), QMC agrees to assist Provider in complying with its Red Flags Rule obligations by: (a) implementing policies and procedures to detect relevant Red Flags (as defined under 16 C.F.R. §681.2); (b) taking all steps necessary to comply with the policies and procedures of Provider’s Identity Theft Prevention Program; (c) ensuring that any agent or third party who performs services on its behalf in connection with covered accounts of Provider agrees to implement reasonable policies and procedures designed to detect, prevent, and mitigate the risk of identity theft; and (d) alerting Provider of any Red Flag incident (as defined by the Red Flag Rules) of which it becomes aware, the steps it has taken to mitigate any potential harm that may have occurred, and provide a report to Provider of any threat of identity theft as a result of the incident. C. Permitted Uses and Disclosures by Business Associate The specific uses and disclosures of PHI that may be made by QMC on behalf of Provider include:  1. The preparation of invoices to patients, carriers, insurers and others responsible for payment or reimbursement of the services provided by Provider to its patients; 2. Preparation of reminder notices and documents pertaining to collections of overdue accounts; 3. The submission of supporting documentation to carriers, insurers and other payers to substantiate the healthcare services provided by Provider to its patients or to appeal denials of payment for the same; and 4. Other uses or disclosures of PHI as permitted by HIPAA necessary to perform the services that QMC has been engaged to perform on behalf of Provider. D. Termination 1. Provider may terminate this Agreement if Provider determines that QMC has violated a material term of the Agreement. 2. If either party knows of a pattern of activity or practice of the other party that constitutes a material breach or violation of the other party’s obligations under this Agreement, that party shall take reasonable steps to cure the breach or end the violation, as applicable, and, if such steps are unsuccessful, terminate the Agreement if feasible. 3. Upon termination of this Agreement for any reason, QMC shall return to Provider or destroy all PHI received from Provider, or created, maintained, or received by QMC on behalf of Provider that QMC still maintains in any form. QMC shall retain no copies of the PHI. If return or destruction is infeasible, the protections of this Agreement will extend to such PHI. Agreed to this 1st Day of January, 2019 City of Troy, New York Quick Med Claims, LLC Signature: ______________________ Signature: ___________________________ Title: __________________________ Title: _______________________________ Date: __________________________ Date: _______________________________