1997-015-RES WHEREAS, STATE OF TEXAS IS A FUNDING PARTNER WITH THE COUNTY AND COP
RESOLUTION NO._97-015
JOINT RESOLUTION NO. J97-002
WHEREAS, the State of Texas is a funding partner with the County of Lamar and the
City of Paris for the Paris-Lamar County Health Department; and,
WHEREAS, many of the services provided by the Health Department are eligible for
Federal Financial Participation (FFP); and,
WHEREAS, Vertex Targeted Opportunities, Inc. provides professional services to collect
appropriate FFP, and the Health Department is desirous of securing such services; and,
WHEREAS, it is deemed appropriate that the form of the Agreement for Professional
Services, attached hereto as Exhibit A, be, in all things, approved, and that the City Manager of
the City of Paris, Michael E. Malone, and the County Judge of Lamar County, M. Charles
Superville, be authorized to execute the same; NOW, THEREFORE,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PARIS AND THE
COUNTY COMMISSIONERS OF THE COUNTY OF LAMAR, that the form of the
Agreement for Professional Services with Vertex Targeted Opportunities, Inc., attached hereto
as Exhibit A, for assistance in securing Federal Financial Participation (FFP) for services
provided by the Paris-Lamar County Health Department, be, and the same is hereby, approved;
and,
BE IT FURTHER RESOLVED, that the City Manager of the City of Paris, Michael E.
Malone, and the County Judge of Lamar County, M. Charles Superville, be, and they are hereby,
authorized and directed to execute, on behalf of the City of Paris and the County of Lamar, the
Agreement for Professional Services with Vertex Targeted Opportunities, Inc. under the terms
and conditions and in the form shown in Exhibit A, attached hereto.
PASSED AND ADOPTED this 10th day of February,
Eric S. Clifford, Mayor
ATTEST:
~
Mattie Cunningham, City Clerk
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ATTEST:
APPROVED AS TO FORM:
VERTEX Agreement
AGREEMENT FOR PROFESSIONAL SERVICES
between
VERTEX TARGETED OPPORTUNITIES, INC.
and the
PARIS-LAMAR COUNTY HEALTH DEPARTMENT
This Agreement is entered into by and between the Paris-Lamar County Health
Department (hereinafter referred to as the "Health Department ") and V ertex Targeted
Opportunities, Inc. (hereinafter referred to as "VERTEX"), located at 9901 E. Valley Ranch
Pkwy, Suite 2020, Irving, Texas 75063.
WITNESSETH
WHEREAS, many of the services provided by the Health Department to its residents are
funded directly by local and state funds when, in fact, many of those services are eligible for
Federal Financial Participation (FFP); and
WHEREAS, VERTEX is willing and able to provide professional assistance to the Health
Department in securing appropriate FFP; NOW,
THEREFORE, for and in consideration of the mutual covenants and promises recorded
herein, the parties hereto agree as follows.
ARTICLE I
RESPONSIBILITIES OF VERTEX
VERTEX agrees to perform the following two services:
1. Complete quarterly Medicaid Administrative Claims for the Health Department.
2. Review generally the policies and procedures used by the Health Department in order
to identify any additional Federal and other revenues sources that could be captured or
enhanced by the Health Department and work with the Health Department to secure those
additional revenues. In accomplishing this service, VERTEX will perform the following
steps:
a. meet with Health Department officials who represent the programs as agreed
to by the Health Department and VERTEX;
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VERTEX Agreement
b. distinguish Federal reimbursements that are currently being received in order
to distinguish these from VERTEX identified opportunities;
c. assist the Health Department in its efforts to recover additional federal and
other revenues that are due to the Health Department , as they are identified by
VERTEX; and
d. assist the Health Department in negotiations with State and Federal agencies to
ensure that the additional revenues identified by VERTEX are received by the
Health Department.
ARTICLE II
RESPONSIBILITIES OF THE HEALTH DEPARTMENT
The Health Department agrees to complete the following activities:
1. Designate a contract monitor who shall:
A. be the person responsible for monitoring VERTEX's performance under the
terms and conditions of this agreement; and
B. authorize payment for services rendered based upon properly submitted
invoices to the Health Department in accordance with Article VI of this agreement
(i.e. Compensation).
2. Provide VERTEX with on-site facilities for VERTEX's staff assigned to work with
the Health Department.
3. Provide VERTEX with copies of or access to documents that are necessary for the
successful completion of work required by this agreement.
4. Work closely with VERTEX to insure the timely implementation of recommendations
by VERTEX that will increase revenues to the Health Department.
ARTICLE III
NOTIFICATION
Any notice, specifications, reports, or other written communications from VERTEX to
the Health Department shall be considered delivered when posted by certified mail. Any notice,
delivered by certified mail to VERTEX at the address on the first paragraph of this Agreement
shall be considered delivered when posted.
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VERTEX Agreemenl
ARTICLE IV
EFFECTIVE TERM
The effective tenn of this Agreement shall be for a one (1) year period beginning with the
date of this contract. Provided, however, that either party may cancel this Agreement by giving
thirty (30) day's written notice prior to the beginning of any fiscal quarter. Upon receipt of such
notice, VERTEX shall complete the Medicaid Administrative Claim for that quarter. VERTEX
shall be compensated for this final Medicaid Administrative Claim in accordance with Article
VI. In the event of such tennination, VERTEX shall deliver to the Health Department all
finished and unfinished workpapers (e.g. documents, data, studies, reports, or other such items)
prepared by VERTEX in connection with this agreement.
ARTICLE V
RENEWAL
Upon conclusion, this Agreement will automatically be renewed on year-by-year basis,
under the same tenns and conditions as set forth herein, unless written notice is given at least
thirty (30) days prior to the expiration of this Agreement.
ARTICLE VI
COMPENSATION
The parties agree as follows:
1. The intent of this agreement is to compensate VERTEX only for new revenues received by
the Health Department that are expressly deemed to be a result of VERTEX's efforts. The
parties agree that VERTEX will be compensated for new or enhanced revenue sources that
directly result from VERTEX's activities at the following rate:
a) Twenty two percent (22%) of all revenue actually received (prospectively and
retroactively) by the Health Department as a direct result of the work VERTEX
completes for the Health Department.
2. It is recognized by both parties that there may be delays in reimbursement to the Health
Department by the State and Federal governments. VERTEX will be reimbursed within three
weeks after funds are actually received by the Health Department and an accurate invoice is
delivered to the Health Department by VERTEX, even if those receipts occur beyond the
tenn of contract.
3. VERTEX agrees that should any funds recovered by the Health Department as a result of this
agreement be subsequently disallowed, any related fees paid to VERTEX based on such
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VERTEX Agreement
disallowed reimbursements will be credited against future payments to VERTEX, or be
promptly repaid to the Health Department should this agreement be terminated.
4. VERTEX has the right to review the Health Department's claims, grant awards, and such
books, records, and other documents as may be required to ensure that the payment of
VERTEX's fees is in accordance with this Agreement.
5. VERTEX covenants and agrees to pay and be solely responsible for all its own staff and out-
of-pocket expenses that it incurs in providing services hereunder.
6. VERTEX will be entitled to claim reimbursements for certain direct costs associated with
their activity if such reimbursements are approved in advance by the Contract Monitor in
writing. Receipts for any such costs incurred by VERTEX must accompany the request for
reimbursement
ARTICLE VIII
REPORTS
VERTEX shall furnish the Health Department with periodic reports on the effectiveness
of VERTEX's engagement. A final report shall be made forty-five (45) days after the
termination of this agreement.
ARTICLE IX
CONFIDENTIALITY
The Health Department and VERTEX mutually agree that the confidentiality of the
information obtained by VERTEX 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 X
SEVERABILITY OF PROVISIONS
If any provision of this Agreement is held invalid, the remainder of this Agreement shall
not be affected thereby if such remainder would then continue to conform to the terms and
requirements of applicable law.
ARTICLE XI
PARAGRAPH HEADINGS
The paragraph headings appearing herein shall not be deemed to govern, limit modify, or
in any manner, affect the scope, meaning, or intent of the provisions of the Agreement. No
representation or warranties shall be binding upon either party unless expressed in writing herein.
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VERTEX Agreement
ARTICLE XII
DUE AUTHORIZATION
The Health Department represents that all necessary approvals for the execution hereof
have been obtained and that the person executing this agreement on behalf of the Health
Department is authorized to execute this Agreement as the binding act of the Health Department.
ARTICLE XIII
CONTRACT AMENDMENTS
The scope of services and related compensation of this Agreement may only be modified
with the written consent of both parties.
ARTICLE XIV
NONDISCRIMINATION PROVISIONS
VERTEX shall observe the provisions of the Texas acts against discrimination and shall
not discriminate against any person in the performance of work under this agreement because of
race, religion, color, sex, disability, national origin or ancestry.
IN WITNESS WHEREOF, the Health Department and VERTEX have executed this
Agreement as of the date written below.
EXECUTED THIS 10th DAY OF February ,1997
Paris-Lamar County Health Department
VERTEX:
1~y~/
Alexander N. Brewer
Executive
Name Michael E. Malone
CITY MANAGER, CITY OF PARIS
Title
Name M. Charles Superville
COUNTY JUDGE, LAMAR COUNTY
~i tle
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