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2022-023 - Approving a Professional Service Agreement with Public Consulting Group for services related to recovery of costs of EMSRESOLUTION NO. )o9.2.-o9,i A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PARIS, TEXAS, APPROVING A PROFESSIONAL SERVICE AGREEMENT BETWEEN THE CITY OF PARIS AND PUBLIC CONSULTING GROUP, LLC FOR THE PROVISION OF SERVICES RELATED TO THE RECOVERY OF COSTS THROUGH THE EMERGENCY MEDICAL SERVICES SUPPLEMENTAL PAYMENT PROGRAM FOR AMBULANCE SERVICES AND MEDICAID AVERAGE COMMERCIAL RATE; AUTHORIZING THE CITY MANAGER TO EXECUTE ALL DOCUMENTS RELATED TO THE SUBJECT; MAKING OTHER FINDINGS AND PROVISIONS AND DECLARING AN EFFECTIVE DATE. WHEREAS, the City's Emergency Medical Services department (EMS) from time to time provides care and/or transport services to individuals who are not covered by private insurance, Medicare, or Medicaid and are otherwise unable to pay for said services; and WHEREAS, pursuant to Title 1 of the Texas Administrative Code, Part 15, Chapter 355, Subchapter J, Division 31, Rule 8600, Texas EMS agencies, in particular those in rural communities, may be eligible for additional compensation from the Texas Health and Human Services Commission for the care and transport of qualifying indigent individuals through the Texas Ambulance Supplemental Payment Program (TASPP); and WHEREAS, the City has adopted a Charity Care policy; and WHEREAS, Public Consulting Group, LLC (PCG) is a non-profit corporation headquartered in Boston, Massachusetts which assists agencies such as the Paris EMS to participate in TASPP; and WHEREAS, the City Council wishes to partner with PCG in order to access the potential benefits available under the TASPP; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PARIS, TEXAS THAT: Section 1. The findings set out in the preamble to this resolution are hereby in all things approved. Section 2. A Professional Services Agreement with Public Consulting Group, LLC in a form substantially in conformance with Exhibit A attached hereto and incorporated is hereby approved. Section 3. That the City Manager is hereby authorized to execute all documents in connection therewith as described in Exhibit A attached hereto on behalf of the City of Paris. Section 4. This Resolution shall take effect immediately after its passage in accordance with the provisions of law. PASSED AND APPROVED this 28th day of March, 2022. Paula Portugal, Mayor ATTEST: Jice Ellis, City Clerk PQED AS TO F Ste, ai el H. Harris Ci Attorne tY Y PUB�LIC 148 State Street 1011 Floor CONSUI.TING GROUP Boston, MA 02109 SERVICES AGREEMENT This Services Agreement (Agreement) is entered into by and between Public Consulting Group LLC (PCG) and City of Paris EMS (CLIENT), a political subdivision of the State of Texas organized and operating pursuant to Chapter 775 of the Health and Safety Code. PCG and CLIENT are sometimes referred to in this Agreement individually as a "Party" and collectively as the "Parties." RECITALS WHEREAS, CLIENT has previously engaged Emergicon, LLC, a Texas corporation, (Emergicon) to provide specialized professional ambulance billing services; WHEREAS, CLIENT is seeking assistance with recovery of costs through the emergency medical services supplemental payment programs for ambulance services and Medicaid average commercial rate as administered by Texas Health and Human Services Commission and the Center of Medicare and Medicaid Services and other consulting services; WHEREAS, PCG provides consulting services related to emergency medical services supplemental payment programs; WHEREAS, the supplemental payment program for Medicaid average commercial rates has not been finalized by the Texas Health and Human Services Commission and the Center of Medicare and Medicaid Services; and WHEREAS, CLIENT wishes to engage PCG as an independent contractor to perform the services described herein; NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which is acknowledged, PCG and CLIENT hereby agree as follows: AGREEMENT 1. Description of Services. PCG shall provide the following professional services (the Contracted Services) in accordance with the terms of this Agreement. PCG acknowledges and agrees that time is of the essence in the value of the Contracted Services and shall render such Contracted Services in a prompt and diligent manner. PCG shall provide the Contracted Services for the Supplemental Payment Programs' (SPP) fiscal year(s) that CLIENT is eligible to receive supplemental payments under. PCG's Contracted Services include: a. Acting as a liaison between State of Texas Health and Human Services Commission (HHSC), Centers for Medicare and Medicaid Services (CMS), and CLIENT, including: preparing application materials so CLIENT may participate in the SPPs described herein; preparing forms for submission to HHSC and CMS as required in PCG's performance of the Contracted Services; submitting such forms to HHSC and CMS as required; drafting responses to HHSC and CMS inquiries; providing supporting documentation to HHSC and CMS; conducting comprehensive billing reconciliations as required during HHSC and CMS desk review process; addressing any other questions related to PCG's Contracted Services; and keeping CLIENT informed on changes in state and federal regulations that may affect the SPP. b. Providing comprehensive audit support, including but not limited to conducting reviews of all average commercial rate calculations, performing detailed analysis of billing reports generated by HHSC in order for all allowable charges and payments to be encompassed in the calculation of the supplemental payment, and drafting letters and providing supporting documentation to meet SSP requirements and expedite supplemental payments. c. Under this Agreement, provision of the Contracted Services is conditioned on PCG receiving annual summary billing reports of gross charges and payments for all payers as well detailed billing reports for Charity Care, Medicaid Fee -for -Service, Medicaid Managed Care Organizations, and Uninsured payers (as those terms are defined in the Rate Analysis Department develops reimbursement methodology rules set forth in Division 31 of Title 1, Part 15, Chapter 355) from CLIENT's third party vendor, Emergicon, PCG will initiate the requests to Emergicon for such data and CLIENT will provide any ixcessaiy assistance to enSUre JG riser thnely con.-ipliance with d. Conducting conaparative analysis of CLIE',"NTI"s data provided.t)y Ernergicon, to identify significant quuaarter to, quarter trends inn billing and. financial data. an. Presenting updates and quar-terly status reponuts to CI.JEN'T. L Providing support and educatiori. regarding the Supplernental. Tlayrnent Programs upoin CL.IENT's request. g. Preparing and preseriting fiscal impact, mialysis and results to CLIENT. It. Contracted Services specific to the Amlbulanee Services SuIpplemental Payinent Prograin. (AS SPP). PCG shall analyze CLIENT's arribulance provider costs and submit to IIIISC, OVib0i.alf of CLA �'.NT, annual cost rt.1a.)orts that comply with 1. Texas Adinhaistrative Code Chall.iteir 355 and. III C:; guidance (Cost Reports) so CLIENTmay receive supplernental. payn'ients under tlie AS SIT up to the arnount of CLIENT's recOTICiled costs. PCG -'s Contracted Services related to AS... SPP hiclude: i. Anal yzingbi Iling reports and ensuring that key data elem. umts IIIISC requires for su-pjj,.)lejnentaJ payments are scn,-ened and. accurately accounted fbr in the Cost Reports, ii. Reviewir.ig U.-JENT's operational and administralive costs,,, detemiming costs allowed under 2 CFR Part, 200, and preparing the Cost Rasp orts for subinission MMEEM iii. Submitting CLIE!.',-a"s Cost Reports to, piISC arid revising such. reports as required. iv. Counseling and assisting CLIENTc'.iuring I-IIISC's review and approval ol."the Cost Reports. v. Developing and applying appr(.)priate cost allocation, -methodologies based on the Litilization data produced Icy CI-JENT's O,Yrnputer Aided Dispatc.h systern. C I L lontracted Services specifle to Medicaid Average Camniercial Rate Supplemental, Payment lFrogran't (MACR-SPP). PCG shall analyze an.d calculate CIJEN'rs average coinniercial rate data. so that CI-JENT may receive funds under I HJISC'sMA.CR-..SPP. PCCI's Contracted Services related to MACR.-SPJ? include: i. Completing and submitting the application to enroll CLIENT in the MACR- SPP. ii. Preparing, submitting, and revising reports required for MACR-SPP and to receive supplemental payments. iii. Analyzing and verifying CLIENT's and statewide average commercial billing data to complete payment calculations and validate payment receipts so CLIENT can maximize its received supplemental payments under MACR-SPP. iv. Assisting with contracting efforts with Medicaid managed care organizations as needed. 2. Term. a. This Agreement is effective on the date both Parties execute this Agreement and will remain in full force and effect for the initial term (Initial Term) of one year. Upon expiration of the Initial Term, this Agreement will automatically renew under the same terms (Renewal Term) for a maximum of two additional Renewal Terms, unless written notice is given by either Party of its intent to terminate the Agreement in accordance with Sections 4 and 5 of this Agreement. All renewals of this Agreement are subject to appropriation by the CLIENT. b. If one of the following events occur and the Parties mutually wish to continue their contractual relationship, the Parties must execute a new agreement: i. The Initial Term and two Renewal Terms expire; or ii. CLIENT wishes to engage PCG for additional services not described herein or that would require additional compensation. 3. Compensation. a. PCG shall invoice CLIENT annually within 30 days of CLIENT's receipt of supplemental payments under the SPPs described in Section 2. Each invoice shall be itemized and include descriptions that satisfactorily describe the hours and dates that PCG performed the Contracted Services, the services performed, and any expenses incurred. Pursuant to the Texas Prompt Payment Act, CLIENT shall pay PCG within 45 days of receipt of the invoice for the Contracted Services. b. The following contingency fee shall be paid to PCG by CLIENT based on the new revenues realized through the SPPs at the rate shown in the following Tiered Pricing Structure for Supplemental Payment Program Contracted Services 4. Termination. The Agreement may be terminated for the following reasons: a. Termination for Cause: This Agreement may be terminated immediately by either Party: i. Following a material breach of this Agreement and a failure to cure such breach within a reasonable period after written notice, not to exceed ten business days. ii. If either Party files a petition under any chapter of the Bankruptcy Act, 11 U.S.C. §§ 101 et seq., an involuntary petition under that Act is filed against either Party, a Party commences an action in any country under laws providing for the relief of winding up of insolvent or liquidating persons or entities, or files for the appointment of a receiver or becomes insolvent, and such matters are not discharged or relieved within 60 days: or iii. Debarment or suspension of either Party by competent authority, if such debarment or suspension precludes the participation by such Party in pursuing this Agreement, or indictment of either Party in any criminal proceeding related to doing business with a public entity as a prime contractor or subcontractor. b. Termination for convenience: This Agreement may be terminated for convenience by either Party by providing at least 60 days' prior written notice to the other Party. If CLIENT terminates this Agreement for convenience after PCG begins preparing a Cost Report but before completion and submission of that Cost Report, PCG shall invoice CLIENT, and CLIENT shall compensate PCG, at an hourly rate of $250 for the time PCG reasonably expended in preparing such Cost Report. If CLIENT terminates this Agreement for convenience after HHSC or CMS accepts a Cost Report filed by PCG, 'ter but before supplemental payment is disbursed, PCG shall be compensated under the terms of Section 3 of this Agreement. c. Termination at end of a Term: This Agreement will expire and not be renewed at the end of any Term if either Party provides at least 60 days' prior written notice of such expiration to the other Party. 5. Notices. All notices, certificates or other communications under this Agreement are sufficient or will be deemed given when postmarked, and mailed by US certified mail, return receipt requested, and addressed as follows: If to CLIENT, at: City of Paris EMS P.O. Box9037 Paris, TX 75461-9037 If to PCG, at: Attn: James Dachos, Manager Public Consulting Group LLC 816 Congress Avenue Austin, TX 78701 Parties may, by notice and in writing, designate any further or different address to which subsequent notices, certificates or other communications are to be sent. 6. PCG Representation. PCG represents that it is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in transactions by any federal, state, or local governmental authority. PCG shall immediately notify CLIENT regarding the circumstances if this representation becomes no longer accurate during the term of this Agreement. 7. Standards of Conduct. PCG shall comply with all applicable laws, rules, regulations, and standards of ethical conduct in the performance of this Agreement. 8. Relationship of the Parties a. The Parties agree that PCG is an independent contractor, and that neither it nor any of its employees is an employee, agent, partner, or joint -venturer of CLIENT. b. PCG shall secure and maintain all insurance, licenses, and/or permits necessary to perform the Contracted Services. PCG shall be responsible for paying its employees, and for paying all applicable state and federal taxes including unemployment insurance, social security taxes, and state and federal withholding taxes. PCG understands that neither it nor its employees will be eligible for benefits or privileges provided by CLIENT to its employees. CLIENT will deliver to PCG statements of income at the end of each tax year consistent with its independent contractor status. C. Except as may be otherwise provided in this Agreement, PCG has complete and exclusive authority over the means and methods of performing the Contracted Services, need not adhere to policies and procedures applicable to CLIENT employees, and may perform the Contracted Services according to its own schedule at its own offices or at any other location. PCG shall hire its own employees, use its own tools and equipment, and purchase its own supplies. d. PCG has no authority to and shall not purport to bind, represent, or speak for CLIENT or otherwise incur any obligation on behalf of CLIENT for any purpose unless expressly authorized by CLIENT in writing. e. At CLIENT's written request, PCG shall provide to CLIENT: (i) its federal employer tax identification number; and (ii) copies of any applicable business licenses. 9. Record Maintenance. PCG acknowledges that CLIENT is subject to Texas Government Code, Chapter 552, governing public information and any records created on behalf of CLIENT, including those described in Section 12, may be subject to disclosure under the Public Information Act. Accordingly, PCG shall not knowingly destroy any records PCG may acquire or create in its performance of the Contracted Services for CLIENT without first providing the records to CLIENT and obtaining written permission from CLIENT, which shall not be unreasonably withheld or delayed. Upon written request of CLIENT, PCG shall provide to CLIENT all requested records within 5 business days and shall clearly mark any pages or that contain Proprietary or Confidential Information, as described in Section 12. 10. Insurance. PCG shall maintain during the term of this Agreement such insurance, including general liability and worker's compensation insurance, as will fully protect both CLIENT and PCG from claims that may arise from PCG's performance of the Contracted Services. 11. Assignment. This Agreement may not be assigned by either Party without the prior written consent of the other Party, which consent may not be unreasonably withheld or delayed. 12. Proprietary or Confidential Information. Subject to the CLIENT's obligations under Texas Government Code, Chapter 552, for purposes of fulfilling its obligations under this Agreement, one party (the Disclosing Party) may convey to the other party (the Receiving Party) information that is considered proprietary and confidential to the Disclosing Party. a. "Proprietary or Confidential Information" is defined as information — including but not limited to trade secrets, strategies, financial information, sales information, pricing information, strategies, processes, policies, procedures, operational techniques, software, and intellectual property -- that (i) has not previously been published or otherwise disclosed by the Disclosing Party to the general public, (ii) has not previously been available to the Receiving Party or others without confidentiality restrictions, or (iii) is not normally furnished to others without compensation, and which the Disclosing Party wishes to protect against unrestricted disclosure or competitive use. Proprietary or Confidential Information does not include information that, without a breach of this Agreement, is developed independently by the Receiving Party, or that is lawfully known by the Receiving Party and received from a source that was entitled to have the information and was not bound to the Disclosing Party by any confidentiality requirement. b. The Receiving Party shall hold Proprietary or Confidential Information in strict confidence, in perpetuity, and shall use and disclose such information to its employees only for purposes of this Agreement and the Contracted Services. C. The Receiving Party shall not divulge any such Proprietary or Confidential Information to any employee who is not working on matters relating to this Agreement and the Contracted Services, without the prior written consent of the Disclosing Party, d. The Receiving Party shall use at least the same standard of care for protecting Proprietary or Confidential Information that it uses to prevent disclosure of its own proprietary or confidential information, but in no case less than reasonable care. e. Nothing in this Agreement prohibits the Receiving Party from disclosing Proprietary or Confidential Information pursuant to a lawful order of a court or government agency, but only to the extent of such order, and only if the Receiving Party gives immediate notice of such order to the Disclosing Party in order that the Disclosing Party may seek a protective order or take other action to protect the information that was ordered to be disclosed. E Rights and obligations under this Agreement shall take precedence over specific legends or statements that may be associated with Proprietary or Confidential Information when received. g. The Parties agree that the Disclosing Party would suffer irreparable harm hereunder if Proprietary or Confidential Information were improperly released, conveyed, or transferred by a Receiving Party, and that in such situation the Disclosing Party shall be entitled to, in addition of any other remedies, the entry of injunctive relief and specific performance. h. Upon termination or expiration of this Agreement, each party shall cease use of Proprietary or Confidential Information received from the other party. At the request of the Disclosing Party, and subject to records retention laws and regulations, the Receiving Party shall promptly destroy all physical copies of such information in its possession, custody, or control and shall furnish the Disclosing Party with written certification of such destruction within 30 days of such request. Alternatively, and subject to records retention laws and regulations, if the Disclosing Party fails to provide such a written request to the Receiving Party within ten days of the termination or expiration of this Agreement, the Receiving Party shall return all such physical copies of such information to the Disclosing Party. If return is not practicable, the Receiving Party shall so notify the Disclosing Party and shall keep such information secure and confidential in perpetuity. 13. Intellectual Property. Neither party makes any representation or warranty as to the accuracy or completeness of its Proprietary or Confidential Information disclosed under this Agreement. Notwithstanding the foregoing, PCG represents and warrants that its use or creation of any intellectual property under this Agreement does not infringe upon the intellectual property rights of any third party. 14. HIPAA Compliance. a. PCG shall use commercially reasonable safeguards to prevent unauthorized use or disclosure of Protected Health Information (PHI) and shall maintain the security, privacy, and integrity of all PHI in a manner consistent with Federal law and regulations and the laws of the State of Texas, including Health Insurance Portability and Accountability Act (HIPAA), the Health Information Technology for Economic and Clinical Health Act (HITECH), and all regulations associated with HIPAA and HITECH. b. Unless otherwise required by law or this Agreement, PCG shall not disclose PHI, including PHI created received, transmitted, or maintained on behalf of the CLIENT, to any person, including any agent or subcontractor. c. Notwithstanding the foregoing, PCG may disclose PHI to a person only if: i. The disclosure is specifically requested by CLIENT; or ii. The disclosure is a required part of a review of patient care information in the course of PCG conducting compliance assessment and quality assurance activities; and iii. The PCG has advised such person of PCG's privacy and security obligations under this Agreement and applicable Texas and Federal law, including the consequences for violation of such obligations and such person agreed in writing to be bound by the provisions of this Agreement and applicable Texas and Federal law. d. PCG shall maintain a record of all disclosures of protected health information, including disclosures not made for the purposes of this Agreement. Such record shall include: the date of the disclosure; the name and, if known, the address of the recipient r of the PHI; the name of the individual who is the subject of the PHI; a brief description of the PHI disclosed, and the purpose of the disclosure. PCG shall make such record available to an individual, who is the subject of such information, or his/her legal representative, or CLIENT within five business days of a request and shall include disclosures made on or after the date which is six years prior to the request. e. PCG shall report to CLIENT any unauthorized use or disclosure of PHI by PCG, its agents, officers, servants, contractors, or employees, and the remedial action taken or proposed to be taken, to mitigate any harmful impact with respect to such use or disclosure. L PCG shall make its internal practices, books, and records relating to the use and disclosure of PHI received from CLIENT, or created, received, transmitted, or maintained by PCG on behalf of CLIENT, available to the Secretary of the United States Department of Health and Human Services, for purposes of determining the CLIENT's compliance with HIPAA. g. Within 30 days of a written request by CLIENT, PCG shall allow an individual who is the subject of PHI, the individual's legal representative, or CLIENT to have access to and to copy the individual's PHI. PCG shall provide PHI in the format requested by the individual, the individual's legal representative, or CLIENT. If the requested information is not readily producible in the format requested, it shall be produced in standard hard copy format. h. PCG shall amend, pursuant to a written request by CLIENT, PHI maintained, created, transmitted, or received by PCG on behalf of CLIENT. PCG further shall complete such amendment within 30 days of the written request by CLIENT, and to make such amendment as directed by CLIENT. i. In the event PCG fails to perform the obligations under this Agreement, CLIENT may, at its option: L Require PCG to submit to a plan of compliance/correction, that CLIENT, in its sole discretion, determines necessary to maintain compliance with this Agreement and with applicable law. CLIENT may require reporting by PCG w- or monitoring by CLIENT as part of the plan, and any plan shall be incorporated into this Agreement by amendment hereto; or ii. Require PCG to indemnify any loss occasioned by unauthorized disclosure or use of PHI 15. Conflicts of Interest. The Parties understand that PCG is not required to perform the Contracted Services on a full-time basis for CLIENT and may perform services for other individuals and organizations consistent with the limitations in this Agreement. 16. Waiver. The failure of a Party to enforce a provision of this Agreement shall not constitute a waiver with respect to that provision or any other provision of this Agreement. 17. Entire Agreement. This Agreement (including the recitals and any attachments) constitutes the entire agreement between the Parties with respect to the subject matter of the Contracted Services, and supersedes all prior agreements and understandings, both written and oral. The recitals set forth above are incorporated by reference and made a part of this Agreement as if set forth in their entirety. Notwithstanding the foregoing, any separate written agreement between the Parties regarding the confidentiality and security of information exchanged or used by the Parties for purposes of this Agreement shall be effective unless and until it is specifically terminated. 18. Amendment. This Agreement may be amended only by written agreement of the Parties, signed by authorized representatives, and referencing this Agreement. 19. Survival. All provisions of this Agreement (including without limitation those pertaining to Proprietary or Confidential Information, HIPAA, compensation, and limitations of liability) that would reasonably be expected to survive expiration of this Agreement term will do so. 20. Severability. If any provision in this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions in this Agreement shall continue in full force and effect. 21. Applicable Law and Venue. This Agreement, and all other aspects of the business relationship between the Parties, is construed, interpreted, and enforced under and in accordance with the laws of the State of Texas, without regard to choice of law provisions. The Parties also consent to the personal jurisdiction in its courts and agree that the state w.- and federal courts of Lamar County, Texas shall have exclusive jurisdiction over the enforcement of this Agreement. 22. Conflicts of Interest. Texas Local Government Code Chapter 176 (Chapter 176) requires the disclosure of certain matters by contractors doing business with or proposing to do business with local governmental entities such as the CLIENT. PCG has reviewed Chapter 176 and, if it is required to do so, shall complete, and return Form CIQ promulgated by the TEC, which is available on the TEC website, within seven days of the date of submitting this Agreement to CLIENT, or within seven days of becoming aware of a matter that requires disclosure under Chapter 176, whichever is applicable. 23. Non -Boycott Verification. For purposes of Chapter 2270 of the Texas Government Code, PCG represents and warrants that, at the time of execution and delivery of this Agreement, neither PCG, nor any wholly owned subsidiary, majority owned subsidiary, parent company, or affiliate of PCG, boycotts Israel. PCG agrees that, except to the extent otherwise required by applicable federal law, neither PCG nor any wholly owned subsidiary, majority owned subsidiary, parent company, or affiliate of PCG, will boycott Israel during the term of this Agreement. The terms "boycotts Israel" and "boycott Israel" as used in this clause have the meaning assigned to the term "boycott Israel" in section 808.001 of the Texas Government Code. 24. No Business with Foreign Terrorist Verification. For purposes of Subchapter F of Chapter 2252 of the Texas Government Code, PCG represents and warrants that, at the time of execution and delivery of this Agreement, neither PCG, nor any wholly owned subsidiary, majority owned subsidiary, parent company, or affiliate of PCG (i) engage in business with Iran, Sudan, or any foreign terrorist organization, as described in Chapter 2252 of the Texas Government Code, or (ii) is a company listed by the Texas Comptroller under sections 2270.0201 or 2252.153 of the Texas Government Code. The term "foreign terrorist organization" as used in this clause has the meaning assigned to such term in section 2252.151 of the Texas Government Code. 25. Warranty. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, PCG DOES NOT MAKE ANY WARRANTY WITH RESPECT TO THE CONTRACTED SERVICES, WHETHER EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES, WHETHER OF MERCHANTABILITY, SUITABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR OTHERWISE FOR SAID CONTRACTED SERVICES. 26. Liability. NEITHER PARTY SHALL BE LIABLE TO THE OTHER ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, SUCH DAMAGES ARISING FROM ANY TYPE OR MANNER OF COMMERCIAL, BUSINESS, OR FINANCIAL LOSS, EVEN IF THE OTHER PARTY HAD ACTUAL OR CONSTRUCTIVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE. OTHER THAN A CLAIM BY PCG THAT CLIENT HAS NOT PAID COMPENSATION UNDER SECTION 3, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY'S AGGREGATE LIABILITY TO THE OTHER PARTY UNDER THIS AGREEMENT EXCEED AN AMOUNT EQUAL TO THE TOTAL FEES PAID BY CLIENT TO PCG PURSUANT TO SECTION 3 OF THIS AGREEMENT DURING THE PRIOR TWELVE (12) MONTH PERIOD. 27. Captions. The captions or headings in this Agreement are for convenience only and do not define, limit, or otherwise describe the scope or intent of any provision or section of this Agreement. 28. Construction. The Parties agree that the terms of this Agreement result from negotiations between them. This Agreement will not be construed in favor of or against either Party by reason of authorship. 29. Force Majeure. Neither Party shall be responsible for delays or failures in performance resulting from acts of God, acts of civil or military authority, terrorism, fire, flood, strikes, war, epidemics, pandemics, shortage of power, or other acts or causes reasonably beyond the control of that Party. The Party experiencing the force majeure event shall give the other Party notice promptly following the occurrence of a force majeure event, and to use diligent efforts to re -commence performance as promptly as commercially practicable. IN WITNESS WHEREOF, CLIENT and the PCG have caused this Agreement to be executed by their duly authorized representatives. Signed and effective this day of ATTEST: By: Janice Ellis, City Clerk APPROVED AS TO FORM: By Stephanie H. Harris, City Attorney CITY OF PARIS, TEXAS By: Grayson Path City Manager PUBLIC CONSULTING GROUP LLC By: James Dachas Manager: DATE: