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HomeMy WebLinkAboutResolution - 2017-R0377 - Justice Benefits Inc. - 10/12/2017Resolution No.2017-R0377 Item No.6.23 October 12,2017 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock is hereby authorized and directed to execute for and on behalf of the City of Lubbock,a Professional Services Contract for Federal Financial Participation services to be provided to the City of Lubbock Health Department,by and between the City of Lubbock and Justice Benefits,Incorporated,and related documents. Said Contract is attached hereto and incorporated in this resolution as if fully set forth herein and shall be included in the minutes of the City Council. Passed bythe City Council on October 12,2017 • DANIEL M.POPE.MAYOR ATTEST: JL&£JLz Rebecca Garza,City Secret APPROVED AS TO CONTENT: Katherine Wells,MPH,Director of Public Health APPROVED AS TO FORM: t)ke^S3^tent City Attorney RES.PSC-Justice Benefits Inc. 09.26.17 Resolution No. 2017-RO377 AGREEMENT FOR PROFESSIONAL SERVICES between Justice Benefits, Incorporated and City of Lubbock, Texas This Agreement is entered into by and between the City of Lubbock, Texas (hereinafter referred to as the "City") and Justice Benefits, Inc. as the general partner of JBI, LTD, a Texas limited partnership (hereinafter, collectively referred to as "JBI" or "Contractor"), located at 1711 E. Beltline Road, Coppell, Texas 75019. WITNESSETH WHEREAS, many of the services provided by the City through the Health Department are funded directly by local and state funds when, in fact, some of those services are eligible for Federal Financial Participation (hereinafter "FFP"); and WHEREAS, JBI is willing and able to provide professional assistance to explore opportunities for new FFP, to review prospects for expansion of existing FFP, and to secure additional FFP as may be appropriate for the City; NOW, THEREFORE, for and in consideration of these mutual covenants and promises recorded herein, the parties hereto agree as follows. ARTICLE I RESPONSIBILITIES OF JBI JBI agrees to perform the following services: 1.01 JBI will review the policies and procedures used by the City to identify such additional Federal and other revenue sources, if any, as may be available to the City through participation in new programs or expansion of existing FFP. These efforts may include any of the following activities: advising the City of the reimbursement opportunity, preparing or enhancing the claim, preparing or assisting with submittal packages, preparing audit files, assisting the City with submittals, assisting the City should it be audited for claims on which the Company assisted, or other related federal revenue enhancement activities. 1.02 JBI will continually monitor for new opportunities of funding. Whenever a new federal reimbursement opportunity arises, JBI may notify the City of that opportunity. JBI will strive to identify and optimize all federal reimbursement opportunities for the City; but is not obligated to make the City aware of all possible opportunities and shall have no liability for any omission to identify the same. Upon the City signing an Initiative with JBI for the claiming of federal dollars, then JBI will be entitled to compensation for that Initiative as set forth in Article V of this Agreement. JBI Contract 2017 1 ARTICLE II RESPONSIBILITIES OF THE CITY 2.01 The City agrees to perform the following activities: a. Designate a properly authorized City representative to sign each JBI Initiative of which the City approves. b. Designate a contract monitor who shall: i. Be the person responsible for monitoring JBI's performance under the terms and conditions of this Agreement; and ii. Authorize payment for services rendered based upon properly submitted invoices to the City in accordance with Article V of this agreement (i.e. Compensation). c. Provide JBI with copies of or access to documents and databases that are necessary for the successful completion of work required by this Agreement. ARTICLE III INITIAL TERM AND RENEWAL 3.01 The initial term of this Agreement is one year, commencing with the date of this Agreement (the "Initial or Renewal Term"). 3.02 Upon conclusion of the Initial Term of this Agreement, this Agreement may continue by mutual agreement by both parties from year to to year for a maximum of four (4) addiontal years. ARTICLE IV CONFIDENTIALITY The City and JBI mutually agree that the confidentiality of the information obtained by JBI shall be strictly observed, as permitted by law, in any reporting, auditing, invoicing and evaluation, provided however, that this provision shall be construed as a standard of conduct and not a limitation upon the right to conduct the foregoing activities. ARTICLE V COMPENSATION 5.01 The intent of this Agreement is to compensate JBI for new revenues received by the City that are a direct result of JBI's efforts. These efforts may include any or all of the following activities: advising the City of the reimbursement opportunity for the health department, preparing or enhancing the claim, preparing of submittal packages, preparing audit files, assisting the City with submittals, JBI Contract 2017 2 assisting the City should it be audited for claims on which the Company assisted, or other related federal revenue enhancement activities. The parties agree JBI will be compensated for new or enhanced revenue sources that directly result from JBI's activities at the following rate: ❖ Fifteen percent (15%) of all revenue paid to the City (prospectively or retroactively) as described in each of the City signed Initiatives. JBI will be paid its fees for a minimum of four years worth of claims filed prospectively once an Initiative is signed by the City. In addition, JBI will be paid its fees on any retroactive claims filed for that same Initiative. 5.02 Unless otherwise agreed or directed by JBI in writing, the City shall make payment to the order of JBI, at 1711 E. Beltline Road, Coppell, Texas 75019. 5.03 Both parties recognize that delays in payment or reimbursement to the City by the Federal government may occur. JBI will be reimbursed within thirty (30) days after funds are actually received by the City and an accurate invoice is delivered to the City by JBI, even if those receipts occur beyond the term of this Agreement. 5.04 JBI agrees that in the unlikely event any funds recovered by the City as a result of this Agreement be subsequently disallowed, that the related fees paid to JBI based on such disallowed reimbursements will be credited against future payments to JBI, or be promptly repaid to the City should this agreement be terminated. In any event, the monetary amount of damages and the full extent of JBI's liability to the City, if any, shall be strictly limited to the amount of funds paid to, or owed to, JBI as a result of this Agreement. 5.05 JBI shall have the right to review the City's claims, grant awards, and such books, records, and other documents as may be required to ensure that the payment of JBI's fees is in accordance with this Agreement. ARTICLE VI NOTIFICATION Any notice, specifications, reports, or other written communications from JBI to the City shall be considered delivered when posted by certified mail. Any notice, delivered by certified mail to JBI at the address on the first paragraph of this Agreement shall be considered delivered when posted. A. Provider's address and numbers for the purposes of notice are: April Farmer Senior Vice President Justice Benefits, Inc. 1711 E. Beltline Rd. Coppell, TX 75019 Telephone: (972) 406-3728 B. City's address and numbers for the purposes of notice are: JBI Contract 2017 3 Katherine Wells, Health Department Director City of Lubbock P.O. Box 2000 1625 13th Street Lubbock, Texas 79457 Telephone: 806-775-2941 ARTICLE VII MISCELLANEOUS PROVISIONS 7.01 Authority. All necessary approvals for the execution of this Agreement have been obtained and each person executing this agreement on behalf of the City is authorized to execute this Agreement as the binding act of the City. Some programs require a submission with digital signature from an authorized elected official of the City. Contractor will prepare the claim and then provide step-by-step instructions for the authorized City official to complete the online form. 7.02 Changes to be in Writing. This Agreement may be modified to include additional work the City desires to be completed on a fixed or contingent fee basis with the written consent of both parties. 7.03 Choice of Law, Forum Selection and Alternative Dispute Resolution. Once records are made available, the claim preparation work will be performed by the Contractor at its headquarters in Dallas City, Texas. This Agreement shall be governed by the laws of the State of Texas, and any disputes shall be resolved in said state. The parties prefer informal resolution of any disputes. Prior to filing litigation, the parties shall discuss participating in alternative dispute resolution, including a pre -suit mediation or settlement conference. 7.04 Venue and Applicable Law. This Agreement is subject to all present and future valid laws, orders, rules and ordinances and/or regulations of the United States of America, the State of Texas and the Parties, and any other regulatory body having jurisdiction. This Agreement shall be construed and governed according to the laws of the State of Texas. The sole venue for any action, controversy, dispute or claim arising under this Agreement shall be in a court of appropriate jurisdiction in Lubbock County, Texas exclusively. 7.05 Counterparts. This Agreement and the Initiatives that follow may be executed in separate counterparts, each of which shall be deemed to be an original, and such counterparts shall together constitute but one and the same document. 7.06 Entire Agreement. This Agreement and its attachments (including all approved Initiatives), if any, contain the entire Agreement between the Contractor and the City. Any previous proposals, offers, discussions, preliminary understandings and other communications relative to this Agreement, oral or written, are hereby superseded by this Agreement. 7.07 Force Maieure. Contractor shall be excused from performance during any delay beyond the time named for the performance of this contract caused by any act of God, war, civil disorder, strike or other cause beyond its reasonable control. 7.08 Headings. The headings used herein are for convenience only and shall not limit the construction or interpretation hereof. 7.09 Inconsistencies. Where there exists any inconsistency between this Agreement and other provisions of collateral contractual agreements that are made a part hereof by reference or otherwise, the provisions of this Agreement shall control. 7.10 Indemnification. Contractor agrees to indemnify the City, its officers, employees and agents for injury to persons or property, including contractor, its officers, employees or agents, the City, its officers, employees or agents, or other persons where such injury proximately results from an intentional act or omission of the Contractor or its employees. 7.11 Independent Contractor. Contractor shall be considered an independent contractor and not an employee of the City. Contractor shall be solely responsible for paying its own staff and the out-of-pocket expenses it incurs in providing services hereunder. Contractor shall also maintain general liability insurance at its own expense, in addition to workers' compensation coverages as may be required by law, and will provide proof of insurance to the City upon twenty (20) days notice. JBI Contract 2017 IN WITNESS WHEREOF, the undersigned parties are fully authorized by the City and the Company respectively to execute this Agreement as of the date written below, as well as JBI Initiatives as federal reimbursement opportunities arise from time to time. EXECUTED THIS 12th DAY OF October , 2017 AGREED: City of Lubbock, Texas Daniel M. Pope, Mayor City of Lubbock 1625 13"' Street Lubbock, Texas 79401 APPRO ED AS TO CONTENT: Katherine Wells City of Lubbock Health Department, Director APPROVED AS TO FORM: Ry ook Assis t City Attorney ACCEPTED BY: JBI, LTD., a Texas Limited Partnership By: Justice Benefits, Inc., a Texas Corporation Its: rporate Gener'q Partner April Farmer Senior Vice President 1711 E. Beltline Road Coppell, Texas 75019 JBI Contract 2017 6 INITIATIVE: Medicaid Administrative Claiming (MAC) A) Description of JBI's Contribution: JBI recognizes that the City of Lubbock, Texas could file Medicaid Administrative Claiming (MAC) claims. MAC seeks reimbursement for activities that improve access to Medicaid coverage or improve the use of Medicaid covered services, per Texas Health and Human Services Commission. JBI will assist with the Implementation Plan, provide training, be a secondary financial contact, enter financial information into database, and obtain the necessary financial data to successfully prepare MAC claims for the Health Department. B) Claims submitted: No claims yet submitted by JBI. C) Total Increased Reimbursements expected: Unknown until data is collected. D) Fee Structure: JBI will be paid its fees per its contract with City of Lubbock, Texas on all amounts generated from this program. E) Agreed, JBI may proceed with this Initiative: City of Lubbock, Texas: Daniel M. Pope Mayor Justice Benefits, Inc.: (�P� Ad Farmer Senior Vice President JBI Contract 2017 October 12,1017 Date 9 /,)- 1 1 -7 Date 7 CERTIFICATE OF INTERESTED PARTIES FORM 1295 lofl Complete Nos. 1- 4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties. CERTIFICATION OF FILING Certificate Number: 2017-268399 1 Name of business entity filing form, and the city, state and country of the business entity's place of business. Justice Benefits, Inc. Coppell, TX United States Date Filed: 10/04/2017 2 Name of governmental entity or state agency that is a party to the contract for which the form is being filed. City of Lubbock Date Acknowledged: 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a description of the services, goods, or other property to be provided under the contract. 13527 Government consulting firm assisting the health department with a Federal revenue program called Medicaid Administrative Claiming (MAC). Nature of interest 4 Name of Interested Party City, State, Country (place of business) (check applicable) Controlling I Intermediary 5 Check only if there is NO Interested Party. ❑ 6 AFFIDAVIT I swear, or affirm, under penalty of perjury, that the above disclosure is true and correct. �* iM ' 4, DANIEU.E LEDAT * *_= MY COMMISSION EXPIRES Novw&r 16, 2019 Signature of authorized agent of contracting business entity AFFIX NOTARY STAMP 1 SEAL ABOVE ) /'� Sworn to and subscribed before me, by the said T7[� pn;` F"-Jy - this th_ Ll th -- day of OCT�f3EyL , 20 17 , to certify which, witness my hand and seal of office. , \ "I U1I E L�bA7 � jc c.—Ixan.a �- Signature of officer a ministering oath Printed name of officer administering oath Title of officer administering oath ki;— \i1 n Forms provided by Texas Ethics commission www.euocs.aare.0 .Ub CERTIFICATE OF INTERESTED PARTIES FORM 1295 1 of 1 Complete Nos. 1- 4 and 6 if there are interested parties. Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties. OFFICE USE ONLY CERTIFICATION OF FILING Certificate Number: 2017-268399 Date Filed: 10/04/2017 Date Acknowledged: 10/04/2017 1 Name of business entity filing form, and the city, state and country of the business entity's place of business. Justice Benefits, Inc. Coppell, TX United States 2 Name of governmental entity or state agency that is a party to the contract for which the form is being filed. City of Lubbock 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a description of the services, goods, or other property to be provided under the contract. 13527 Government consulting firm assisting the health department with a Federal revenue program called Medicaid Administrative Claiming (MAC). 4 Name of Interested Party City, State, Country (place of business) Nature of interest (check applicable) Controlling I Intermediary 5 Check only if there is NO Interested Party. ❑ X 6 AFFIDAVIT I swear, or affirm, under penalty of perjury, that the above disclosure is true and correct. Signature of authorized agent of contracting business entity AFFIX NOTARY STAMP / SEAL ABOVE Sworn to and subscribed before me, by the said this the day of 20 , to certify which, witness my hand and seal of office. Signature of officer administering oath Printed name of officer administering oath Title of officer administering oath Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.3337