2022/06/15 Council Agenda Packet

PROFESSIONAL SERVICES AGREEMENT This Professional Services Agreement ("Agreement") is by and between the City of Everett (the "Provider") having its location at 2801 Oakes Ave Everett, WA 98201 and Systems Design West, LLC a Delaware limited liability company having their principal place of business located at 19265 Powder Hill Place NE Poulsbo, Washington 98370 (the "Consultant"). Collectively the Provider and the Consultant shall be known as the "Parties" and each a "Party." This Agreement is dated for reference purposes January 1, 2022. RECITALS WHEREAS, the Provider and the Consultant desire to enter into this Agreement for the purposes of the Consultant providing billing and payment processing of EMS patient transport services; and WHEREAS, the Consultant represented, and by entering into this Agreement now represents, that it is fully qualified to perform the work to be performed hereunder in a competent and professional manner. AGREEMENT NOW, THEREFORE, in consideration for the mutual obligations contained herein the Provider and the Consultant, each intending to be legally bound by this Agreement, hereby mutually covenant and agree as follows: 1. SCOPE OF SERVICES. The Consultant shall provide to the Provider specific services related to the billing and payment processing of EMS patient transport services that are provided to the general public by the Provider. These specific services are described in the Scope of Services, which is set forth in this section 1. Without a written directive of an authorized representative of the Provider, the Consultant shall not perform any services that are in addition to or beyond the Scope of Services. 1.1 The Provider, with assistance from Consultant, shall apply for Provider Status or updated Status with Medicare, Medicaid, and all public and private insurances which will be billed as a part of this Scope of Services. The Provider is responsible for informing the Consultant of any subsequent changes that necessitate updates (e.g., changing an Authorized Official) so that Consultant may complete its duties under this Agreement. The Provider shall assist the Consultant to obtain the necessary certifications, numbers and documentation needed for Consultant to provide the services identified in sections 1.2 and 1.3 below, obtain and maintain credentials for payer websites that require vendor access to be given only through a Provider representative, and facilitate access for the Consultant's representatives. The Provider agrees to furnish and assist the Consultant with the following: 1