HomeMy WebLinkAboutCity of Tamarac Resolution R-2010-081TR11839
June 8, 2010
Revision #1 — June 16, 2010
Revision #2 — June 16, 2010
Page 1
CITY OF TAMARAC, FLORIDA
RESOLUTION NO. R-2010 -__1L!
A RESOLUTION OF THE CITY COMMISSION OF THE CITY
OF TAMARAC, FLORIDA APPROVING THE AMENDMENT
AGREEMENT WITH ADVANCED DATA PROCESSING, INC.
(DBA INTERMEDIX) AND AUTHORIZING THE
APPROPRIATE CITY OFFICIALS TO EXECUTE THE
AMENDMENT AGREEMENT TO PROVIDE FOR THE
ADMINISTRATION, PROCESSING AND RECEIPT OF
PAYMENTS ASSOCIATED WITH TRANSPORTING
EMERGENCY MEDICAL SERVICE (EMS) PATIENTS ON
BEHALF OF THE CITY OF TAMARAC FIRE RESCUE
DEPARTMENT; PROVIDING FOR CONFLICTS; PROVIDING
FOR CONFLICTS; PROVIDING FOR SEVERABILITY; AND
PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, Tamarac Fire Rescue is required to provide basic and advanced
life support services to the citizens and visitors of the City of Tamarac and to
properly invoice and collect fees from the patients who utilize these services; and
WHEREAS, Tamarac Fire Rescue transports an estimated 6,200 patients per
year, which generates an average of approximately $1.85 million in gross revenue
annually; and
WHEREAS, as a result of Request for Proposal, RFP 04-14R, the City
Commission approved Resolution R-2004-180, Resolution R-2007-106, and
Resolution R-2009-132, copies of which are on file with the City Clerk's Office,
awarding an initial and two renewal contracts to Advanced Data Processing, Inc. for
medical billing services; and
WHEREAS, the second renewal (R-2009-132) of the existing contract will
expire on September 30, 2011; and
WHEREAS the City wishes to exercise an Amendment Agreement to replace
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June 8, 2010
Revision #1 —June 16, 2010
Revision #2 -- June 16, 2010
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the current second, two (2) year renewal option to the original Agreement; and
WHEREAS, Advanced Data Processing, Inc. has proposed changes to the
terms and conditions of the current contract, providing an overall cost savings to the
City and maintaining their performance, as evidenced by the Amendment
Agreement, attached hereto as Exhibit A; and
WHEREAS, it is the recommendation of the Fire Chief, Director of Finance
and the Purchasing and Contracts Manager that the City Commission of the City of
Tamarac approve and execute an Amendment Agreement (Exhibit A) with
Advanced Data Processing, Inc. for a three (3) year term effective July 1, 2010
through June 30, 2013; and
WHEREAS, the City Commission of the City of Tamarac deems it to be in the
best interest of the citizens and residents of the City of Tamarac to approve and
execute the Amendment Agreement with Advanced Data Processing, Inc.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF
THE CITY OF TAMARAC, FLORIDA:
SECTION 1: The foregoing "WHEREAS" clauses are hereby ratified and
confirmed as being true and correct and are hereby made a specific part of this
Resolution upon adoption hereof.
SECTION 2: The City Commission of the City of Tamarac hereby approves
the Amendment Agreement with Advanced Data Processing, Inc.
SECTION 3: The appropriate City officials are hereby authorized to execute
an Amendment Agreement (Exhibit A) between the City of Tamarac and Advanced
Data Processing, Inc. to provide administration, processing and receipt of payments
associated with transporting Emergency Medical Service (EMS) patients on behalf
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June 8, 2010
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Revision #2 — June 16, 2010
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of the City of Tamarac Fire Rescue Department.
SECTION 4: That all Resolutions or parts of Resolutions in conflict herewith
are hereby repealed to the extent of such conflict.
SECTION 5: If any clause, section, other part or application of this Resolution
is held by any court of competent jurisdiction to be unconstitutional or invalid, in part
or application, it shall not affect the validity of the remaining portions or applications
of this Resolution.
SECTION 6: This Resolution shall become effective immediately upon its
passage and adoption.
PASSED, ADOPTED AND APPROVED this day of 4_e'P 2010.
BETH TALABIS O, MAfYOR
ATTEST:
W.RECORD OF COMMISSION Va
MA ION SWENSON C MAYOR TALABISCO L
CITY CLERK DIST 1: COMM. BUSHNELL
DIST 2: COMM. ATKINS-GRAD
DIST 3: COMM.GLASSER
DIST 4: VM. DRESSLER
I HEREBY CERTIFY that
I have approved this
RESOLUTION as to form.
n
SAMUEL S. GOREN
CITY ATTORNEY
AGREEMENT BETWEEN
CITY OF TAMARAC
AND
ADVANCED DATA PROCESSING, INC. (dba Intermedix)
FOR RESCUE AMBULANCE BILLING AND RELATED PROFESSIONAL SERVICES
THIS AGREEMENT ("AGREEMENT") is made and entered into this �1 4 of June, 2010 by
and between the City of Tamarac, a political subdivision of the State of Florida, with principal
offices located at 7525 NW 88th Avenue, Tamarac, FL 33321 ("CITY') and Advanced Data
Processing, Inc. (dba Intermedix), a Delaware Corporation with principal offices located at 6451
North Federal Highway, Suite 1002, Fort Lauderdale, Florida 33308 ("CONTRACTOR").
RECITALS
WHEREAS, CITY provides emergency medical services, including ambulance transport
("EMS") for residents and visitors in its jurisdiction, and charges for such services; and
WHEREAS, CONTRACTOR provides billing, collection and related consulting services
and equipment ("Contractor Services") for municipalities and other providers of EMS; and
WHEREAS, the parties hereto now wish to enter into an agreement, pursuant to which
the CONTRACTOR will render those professional services in connection with said project as
defined in CONTRACTOR'S Agreement and hereinafter provided;
AGREEMENT
NOW THEREFORE, the parties hereto agree as follows:
1. ENGAGEMENT OF CONTRACTOR. During the term of this Agreement, except for
accounts referred to a collection agency as provided herein, CONTRACTOR shall be
exclusively responsible for the billing and collection of all charges and fees resulting from the
delivery of EMS by CITY ("EMS Services"), including but not limited to all charges and fees to
private insurers, Medicare, Medicaid, other governmental programs, individual patients and their
responsible parties (collectively, "Payors") and;
2. SCOPE OF SERVICES. CONTRACTOR shall perform and carry out Contractor Services
for EMS Services as specifically described in "EXHIBIT A — Scope of Services", which is
attached hereto and incorporated herein by this reference. CITY reserves the right to request
changes in the Scope of Services within CONTRACTOR's capabilities, which changes shall be
implemented upon mutual written agreement of the parties specifying such changes and any
change in compensation attributable thereto.
3. TERM. This AGREEMENT shall be effective for a three (3) year period from July 1, 2010
through June 30, 2013, unless terminated as provided in Section 12 below. This AGREEMENT
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AND RELATED PROFESSIONAL SERVICES
shall renew automatically for two (2) additional one (1) year terms at the end of the initial term
and each subsequent renewal term unless terminated as provided in Section 12 below. All
terms and conditions hereof shall remain in full force and effect during any renewal term unless
this Agreement is amended in writing.
4. COMPENSATION AND METHOD OF PAYMENT.
4.01. The CONTRACTOR shall be paid by CITY a monthly amount representing fees for
CONTRACTOR's Services computed as follows:
For EMS Services;
(a) Five and Seventy-five one hundredths percent (5.75%) of all monies for non -
Medicaid accounts collected by CONTRACTOR for EMS provided by CITY less refunds ("Net
Collections"), plus
(b) Eleven dollars ($11.00) per Florida Medicaid account, whether or not such account is
ultimately paid by Florida Medicaid, plus
(c) Seventy-five one -hundredths dollar ($0.75) per HIPAA-compliant Notice of Privacy
Practices sent to patients as more specifically described in the Scope of Services (Exhibit A
Scope of Services -EMS).
Contractor reserves the right to increase these fees upon thirty (30) days written notice to CITY
if postage is increased by the United States Postal Service, but only in an amount necessary to
cover additional postage costs. Such increase shall not require agreement or consent by CITY.
4.02. CONTRACTOR shall submit the monthly invoices for fees for Contractor Services to
City of Tamarac Fire -Rescue ATTN: Fire Rescue Administration, 6000 Hiatus Road, Tamarac,
Ft. 33321. CITY shall issue a check for the amount invoiced, less any disputed amounts, within
thirty (30) days of receipt of such invoice. In the event CITY disputes any part of the invoiced
amounts, such dispute shall be raised in writing to CONTRACTOR within such thirty (30) day
period or the invoice shall conclusively be deemed to be accurate and correct. CONTRACTOR
shall respond to any such notice of dispute within thirty (30) days of receipt thereof. Any
overdue amounts which are not the subject of a good faith notice of dispute shall accrue interest
at the rate of twelve percent (12%) per annum.
4.03. If the Contractor Services being provided under this Agreement include
CONTRACTOR collecting on behalf of CITY the charges and fees owed by third parties (e.g.
insurers, Medicare, Medicaid, and other governmental programs, individual patients and their
responsible parties) with respect to the delivery of EMS by CITY, then all amounts so collected
by CONTRACTOR shall be deposited into a lockbox established by CONTRACTOR.
CONTRACTOR agrees that it will be solely responsible for the cost of any and all lock -box
and/or remote deposit services. CITY, should it elect to participate in any credit card acceptance
program, agrees to assume and be responsible for all costs associated with such program. All
other costs incurred by CONTRACTOR in the performance of Contractor Services as specified
herein (including, but not limited to postage, materials, communications and phone costs and
other operating costs) shall be assumed by CONTRACTOR.
CONTRACT FOR RESCUE AMBULANCE PAGE 2
AND RELATED PROFESSIONAL SERVICES
5. SYSTEM ACCESS AND SUPPORT.
5.01 Access to IMX Billing System. CONTRACTOR's access to the hosted IMX
billing system shall be subject to and in accordance with the terms of "EXHIBIT B - Web Hosting
Agreement".
5.02 Customer Support and Training. Customer support and training will be
provided subject to and in accordance with the terms of "EXHIBIT A — Scope of Services".
6. INDEPENDENT CONTRACTORS. CONTRACTOR is an independent contractor of CITY
and not an employee or agent of CITY with the following exception:
To the extent necessary to fulfill its billing and collection efforts under this
AGREEMENT, CONTRACTOR is authorized to sign in an administrative
capaCity for CITY the following types of standard forms and correspondence
only: probate filings; letters to patients or their representatives verifying that an
account is paid in full; forms verifying the tax-exempt status of CITY; and
insurance filings and related forms. The CONTRACTOR has no authority to sign
any document that imposes any additional liability on CITY.
CONTRACTOR shall retain full control over the employment, direction, compensation and
discharge of all persons assisting in the performance of Contractor Services. CONTRACTOR
shall be fully responsible for all matters relating to payment of its employees, including
compliance with Social Security, withholding tax and all other laws and regulations governing
such matters. CONTRACTOR shall be responsible for its own acts and those of its agents and
employees during the term of this AGREEMENT.
7. INDEMNIFICATION. CONTRACTOR shall indemnify and hold CITY harmless from any
and all claims, damages, losses and expenses, including but not limited to reasonable attorney
fees and costs at both the trial court and appellate levels, arising out of third party claims, but
only if and to the extent caused directly and proximately by the willful misconduct or the
negligent acts or omissions of CONTRACTOR or its employees, agents, representatives,
consultants, or its subcontractors with respect to the performance of the Contractor Services
under this Agreement.
8. LIMITATION ON LIABILITY. Notwithstanding anything contained in this agreement to the
contrary, (i) in no event shall CONTRACTOR be liable to CITY for any special, indirect,
incidental, punitive or consequential damages (including lost profits) even if advised of the
possibility of such damages, and (ii) CONTRACTOR's total cumulative liability will be limited to
the sum of the fees and compensation actually received by CONTRACTOR pursuant to this
agreement during the twelve (12) months immediately preceding the event giving rise to the
liability. The foregoing limitations apply to all liabilities and damages in any way arising out of
this agreement, or CONTRACTOR's performance or nonperformance thereunder, whether
based on breach of contract, warranty, tort, product liability, strict liability, or any other theory of
liability. In connection with any purchase, licensing, or sale of products, contractor disclaims all
express and implied warranties, including, but not limited to, the implied warranties of title,
merchantability and fitness for a particular purpose. This section 8 shall survive the expiration
or termination of this agreement. This limitation on liability shall not apply to the third party
claims for which CONTRACTOR is required to indemnify CITY as set forth in section 7 above.
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AND RELATED PROFESSIONAL SERVICES
9. INSURANCE. CONTRACTOR shall procure and maintain for the duration of the
AGREEMENT, the following insurance coverage:
1) Workers' Compensation Insurance in compliance with the applicable state and
federal laws;
2) General Liability insurance in an amount no less than $1,000,000 per
occurrence;
3) Coverage for business interruption, destruction of data processing equipment
and media, liabilities affecting accounts receivable, and valuable documents in an amount no
less than $100,000 aggregate; and
4) Liability coverage for all vehicles whether owned, hired or used in the amount of
$500,000.
For all coverages: each insurance policy required by this clause shall be endorsed to state that
coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in
limits except after thirty (30) days prior written notice by certified mail, return receipt requested,
has been given to CITY.
Contractor shall furnish CITY with certificates of insurance and with original endorsements
effecting coverage required by this clause. The certificates and endorsements for each
insurance policy are to be signed by a person authorized by that insurer to bind coverage on its
behalf. All certificates and endorsements are to be received and approved by CITY before work
commences. CITY reserves the right to require complete, certified copies of all required
insurance policies at any time.
10. CONFIDENTIALITY AND NON -SOLICITATION.
10.01 Agreement Content. The terms and conditions of this AGREEMENT are
confidential and neither party shall release any of the terms hereof to any third party without the
prior written consent of the other party, except to the extent necessary to comply with law
(including Florida Public Records Law as set forth in Chapter 119, Florida Statutes), the valid
order of a court of competent jurisdiction, or the valid order or requirement of a governmental
agency. Notwithstanding the foregoing, either party may, without the prior written consent of the
other party, disclose the existence of a contractual relationship between the parties.
10.02 Intellectual Property. CITY agrees that the equipment, computer hardware and
software, billing and collection processing, and other related systems and equipment are the
property and trade secrets of CONTRACTOR, and that CITY will not release any information
regarding such trade secrets to any third party without the prior written consent of
CONTRACTOR. CITY further agrees that, in connection with the use of certain data entry
devices, CITY may gain access to the intellectual property of third parties. CITY understands
and agrees that it may be required to enter into agreements with respect to such intellectual
property in order to use such equipment. CITY agrees to enter into such arrangements at
CONTRACTOR's request.
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AND RELATED PROFESSIONAL SERVICES
10.03 Non -Solicitation. For the term of this Agreement and for one (1) year after its
termination, CITY shall not employ or hire any employee or former employee of CONTRACTOR
who, pursuant to this Agreement, has had any contact with employees or representatives of
CITY or has worked on CITY's accounts, without the prior written consent of CONTRACTOR.
11. ACCESS TO DOCUMENTS. The parties agree that during and after the term of this
Agreement, each party shall have access to any and all documents, records, disks, and
electronic data produced in the performance of this AGREEMENT and in the possession of the
other party, as necessary to defend such party in litigation or to respond to investigations
initiated by third parties, or for other legitimate business reasons.
12. ATTACHMENTS. The following named attachments are made an integral part of this
AGREEMENT:
(a) Scope of Services -EMS (Exhibit A attached hereto and made a part hereof);
(b) Web Hosting Agreement (Exhibit B attached hereto and made a part hereof);
(c) Business Associate Agreement (Exhibit C attached hereto and made a part hereof)
13. TERMINATION.
13.01 Events Triggering Termination. This Agreement shall be subject to termination
under the following conditions.
(a) Either CITY or CONTRACTOR may terminate this Agreement without cause upon
three (3) months prior written notice to the other party.
(b) If CONTRACTOR fails to materially perform any obligation required hereunder, and
such default continues for thirty (30) calendar days after written notice from CITY specifying the
nature and extent of the failure to materially perform such obligation, this Agreement shall
terminate upon the expiration of said thirty (30) calendar day period.
(c) If CITY fails to materially perform any obligation required hereunder, and such default
continues for thirty (30) calendar days after written notice from CONTRACTOR specifying the
nature and extent of the failure to materially perform such obligation, this Agreement shall
terminate upon the expiration of said thirty (30) calendar day period.
(d) Unless otherwise agreed upon by the parties, if CITY or CONTRACTOR shall apply
for or consent to the appointment of a petition in bankruptcy, make a general assignment for the
benefit of creditors, file a petition or answer seeking reorganization or arrangement with
creditors, or take advantage of any insolvency, or if any order, judgment, or decree shall be
entered by any court of competent jurisdiction on the application of a creditor or otherwise
adjudicating either Party bankrupt or approving a petition seeking reorganization of either Party
or appointment of a receiver, trustee or liquidator of either Party or all or a substantial part of its
assets, this Agreement shall terminate automatically and immediately.
13.02 Rights Upon Termination. If this Agreement is terminated for any reason,
including, without limitation, the breach of this Agreement by any Party, CONTRACTOR shall be
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AND RELATED PROFESSIONAL SERVICES
entitled to recover when due and payable hereunder, all amounts owed to CONTRACTOR
hereunder accrued but unpaid as of the date of termination. Following termination of this
Agreement, for a period of ninety (90) days, CONTRACTOR, at its sole discretion and upon
written notice to CITY of its election to do so, may continue its billing and collection efforts as to
those accounts referred to CONTRACTOR prior to the effective date of termination, subject to
the terms and conditions of this Agreement, for the fee set forth in Section 4.01 above. At the
end of the foregoing period, CONTRACTOR shall return all records to CITY in the format
requested by CITY, including CD, DVD, external hard drive, etc. and shall cooperate in the
transition of the billing and collection services; provided, however, that CONTRACTOR may
keep any copies of records in accordance with applicable law. For cases of default, the
CONTRACTOR shall be given opportunity to cure the default within the allotted period following
such written notice. In the event the acts constituting default are a violation of law,
CONTRACTOR shall be subject to immediate termination of Agreement. The expiration or
termination of this Agreement, for whatever reason, will not discharge or relieve either party
from any obligation which accrued prior to such expiration or termination, will not relieve either
party that has breached this Agreement from liability for damages resulting from such breach
and will not destroy or diminish the binding force and effect of any of the provisions of this
Agreement that expressly, or by reasonable implication, come into or continue in effect on or
after expiration or termination hereof.
14. UNCONTROLLABLE FORCES. Except for CITY's obligation to pay, when due, the fees
and compensation owed to CONTRACTOR, neither CITY nor CONTRACTOR shall be
considered to be in default of this AGREEMENT if delays in or failure of performance shall be
due to Uncontrollable Forces, the effect of which, by the exercise of reasonable diligence, the
non -performing party could not avoid. The term "Uncontrollable Forces" 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 reasonable control of the non -performing party. It
includes, but is not limited to fire, flood, earthquakes, storms, lightning, epidemic, war, riot, civil
disturbance, sabotage, terrorism and governmental actions.
Neither party shall, however, be excused from performance if non-performance is due to forces
that are preventable, removable, or remediable nor which the non -performing party could have,
with the exercise of reasonable diligence, prevented, removed, or remedied with reasonable
dispatch. The non -performing party shall, within a reasonable time of being prevented or
delayed from performance by an uncontrollable force, give written notice to the other party
describing the circumstances and uncontrollable forces preventing continued performance of
the obligations of this AGREEMENT.
15. JURISDICTION and VENUE. All questions pertaining to the validity and interpretations
of this AGREEMENT shall be determined in accordance with the laws of Florida. Subject to the
foregoing arbitration provisions, any legal action by either party against the other concerning this
AGREEMENT shall be filed in Broward County, which shall be deemed proper jurisdiction and
venue for the action.
16. REPRESENTATIONS. CITY and CONTRACTOR agree that this AGREEMENT
constitutes a legal, valid and binding obligation for each party, enforceable against such party in
accordance with its terms (subject always to applicable bankruptcy, insolvency, receivership
and other similar laws relating to or affecting the enforcement of creditor's rights generally and
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AND RELATED PROFESSIONAL. SERVICES
to general principles of equity). Further, CONTRACTOR and CITY warrant and represent to
each other:
that each (i) is duly formed and organized and validly existing under the laws of the
jurisdiction of its formation, (ii) is properly qualified to do business and is in good
standing under the laws of each jurisdiction in which it does business, (iii) has all
necessary corporate or similar power and authority to execute and deliver this
Addendum and to consummate the transaction contemplated hereby; and
that this AGREEMENT, its execution and the fulfillment and compliance with the terms
and conditions hereof, do not violate or conflict with any provision of or result in any
breach of or default under any (i) organizational documents of each party, (ii) law or
judicial, award, or similar decree, or (iii) agreement, to which CITY or CONTRACTOR,
for CONTRACTOR's representations and warranties, or CITY, for CITY's
representations and warranties, are bound.
17. EXPORT LAWS. CITY shall comply with all then current export laws and regulations of
the U.S. Government and the government of the country in which CITY receives delivery of the
Licensed Software which pertain to the Licensed Software.
18. ASSIGNMENT OF AGREEMENT. Except to a parent, subsidiary, or affiliate,
CONTRACTOR shall not sell, transfer, assign this AGREEMENT, or of its right, title or interest
therein, without the express prior written consent of CITY.
19. NOTICES. Any notice given or required to be given under this Agreement shall be in
writing and shall be addressed to the parties hereto at the addresses set out below. Any such
notices shall be deemed to have been given (1) if mailed, then three (3) days following the date
such notice is placed in the United States mail in a postage paid wrapper, registered or certified
with return receipt requested, addressed to the appropriate party at the address set forth above
for such Party, or to the last address provided in writing to the other party by the addressee, or
(ii) if by any other method, when actually received. Either party may change its address for the
purpose of this Agreement by notice in writing to the other party in accordance herewith.
To CITY:
City of Tamarac
ATTN: Fire Rescue Department
6000 Hiatus Road
Tamarac, FL 33321
To the CONTRACTOR:
Brad Williams
Vice President, Finance
Advanced Data Processing, Inc.
6451 North Federal Highway, Suite 1002
Fort Lauderdale, Florida 33308
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AND RELATED PROFESSIONAL SERVICES
20. SEVERABILITY. Should any part, term or provision of this AGREEMENT be by the courts
decided to be illegal or in conflict with any applicable law, the validity of the remaining portions
or provisions shall not be affected thereby.
21. ENTIRE AGREEMENT. This AGREEMENT contains the entire agreement between the
parties. CONTRACTOR represents that in entering into this AGREEMENT it has not relied on
any previous oral and/or implied representations, inducements or understandings of any kind or
nature. This Agreement may be amended only in writing signed by the parties.
22. ATTORNEYS FEES. Should either party institute any action or procedure to enforce this
Agreement or any provision hereof, or for damages by reason of any alleged breach of this
Agreement or of any provision hereof, or for a declaration of rights hereunder (including, without
limitation, arbitration), the prevailing party in any such action or proceeding shall be entitled to
receive from the other party all costs and expenses, including without limitation reasonable
attorneys' fees, incurred by the prevailing party in connection with such action or proceeding.
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AND RELATED PROFESSIONAL SERVICES
IN WITNESS WHEREOF, the parties have made and executed. this Agreement on the
respective dates under each signature. CITY OF TAMARAC, signing by and through its Mayor
and City Manager, and CONTRACTOR, signing by and through its Principal, duly authorized to
execute same.
CITY OF TAMARAC
aq ��
Beth Flansbaum-Talabisco, Mayor
3 Rio
Date
ATTEST: Jeffrey L. Mil r, Ci Manager
�
Ivl�ZZ�Ip
ar0wn Swenson, Date: �� -
ity C le*
Approved as to form and legal sufficiency:
Date � J
Samuel S. Goren, City Attorney
CONTRACTOR:
Advanced Data Processing, Inc.
A Delaware Corporation
oug Shamon, President
(CORPORATE SEAL.)
STATE OF FLORIDA
BROWARD COUNTY
BEFORE ME, an officer duly authorized by law to administer oaths and take
acknowledgments, personally appeared Doug Shamon, as President of Advanced Data
Processing, Inc., a Delaware corporation, and acknowledged execution of the foregoing
AGREEMENT for the use and purposes mentioned in it and that the instrument is the act and
deed of the Contractor.
IN WITNESS OF THE FOREGOING, I have set my hand and official seal at 4- lrl-hulc
in the State and City aforesaid on j-W I q , 2010
Notary Publit-, State Florida
My Co mi sion expires:
5 / /3
CONTRACT FOR RESCUE AMBULANCE
AND RELATED PROFESSIONAL SERVICES
pcy Notary Public State of Florida
Cindy R Gardner
My Commission D0879720
�orA Expires05/12/2013
PAGE 9
Exhibit A
Scope of Services -EMS
Base Services and Obligations:
A. CONTRACTOR shall provide complete medical billing and accounts receivable
management services for CITY as described below. CONTRACTOR shall:
1. Prepare and submit all initial claims and bills for CITY promptly upon receipt
thereof, and prepare and submit all secondary claims and bills promptly after identification of the
need to submit a secondary claim.
2. Assist CITY in identifying all necessary documentation in order to process and
bill the accounts.
3. Direct all payments to a Iockbox or bank account designated by CITY, to which
CITY alone will have signature authority.
4. Pursue appeals of denials, partial denials and rejections when deemed
appropriate by CONTRACTOR.
5. Respond to and follow up with all Payors and respond to all messages or
inquiries from a Payor.
6. Provide appropriate storage and data back-up for all records pertaining to CITY's
bills and collections hereunder, accessible to CITY at all reasonable times.
7. Maintain records of all services performed and all financial transactions.
8. Meet, as needed, with representatives of CITY to discuss results, problems and
recommendations.
9. Provide any CITY -designated collection agency with the data necessary for
collection services to be performed when an account is referred to such agency.
10. Ensure that all required documentation and agreements with Payors (e.g.
Medicare, Medicaid, Champus, etc.) are filed and maintained and that CITY is kept apprised of
important changes to industry regulations.
11. Provide reasonably necessary training periodically, as requested by CITY, to CITY's
emergency medical personnel regarding the gathering of the necessary information and proper
completion of run tickets.
12. Utilize up-to-date knowledge and information with regard to coding requirements and
standards, to compliance with applicable federal, state and local regulations.
13. Reconcile the number of transports processed with those received
14. Provide a designated liaison for patient and other Payor concerns.
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15. Provide a toll free telephone number for patients and other Payors to be answered
as designated by CITY.
16. Facilitate proper security of confidential information and proper shredding of all
disposed materials containing such information.
17. Establish arrangements with hospitals to obtain/verify patient insurance and contact
information.
18. Respond to any CITY or Payor inquiry or questions promptly
19. Maintain appropriate accounting procedures for reconciling all deposits, receivables,
billings, patient accounts, adjustments and refunds.
20. Provide access to CITY for all requested information in order for CITY to perform
appropriate and periodic audits. Reasonable notice will be given to CONTRACTOR for any
planned audit and will be conducted during normal business hours of CONTRACTOR
21. Provide timely comprehensive reports in a mutually agreed upon format facilitating
all required aspects of monitoring, evaluating., auditing and managing the services provided.
22. Process refund requests and provide CITY with documentation substantiating each
refund requested.
23. Red Flag Rules - Intermedix acknowledges its obligations as your Business
Associate under the requirements of the Identity Theft Red Flag Rules promulgated
under the Fair and Accurate Credit Transactions Act of 2003 ("Red Flag Rules")
found in 16 C.F.R. Part 681. In accordance with these obligations, we agree:
• to ensure that our activities are conducted in accordance with reasonable policies
and procedures designed to help detect, prevent, and mitigate the risk of identity
theft;
• to have in place policies, procedures, and training to help detect relevant Red
Flags that may arise in the performance of services on your behalf;
• that we will use reasonable efforts to help ensure that any agent or third party
who performs services on our behalf in connection with your accounts, including
a subcontractor, agrees to implement reasonable policies, procedures, and
training designed to help detect, prevent, and mitigate the risk of identity theft;
and
• to alert you to any red flag incident of which we become aware and the steps we
take to mitigate any potential security compromise that may have occurred, and
provide a report of any threat of identity theft as a result of the incident.
B. Specific Scope Compliance:
1. Assign billing patient numbers providing cross-reference to CITY's assigned
transport numbers.
2. Maintain responsibility for obtaining missing or incomplete insurance information.
3. Provide accurate coding of medical claims based on information provided by
CITY.
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4. Make recommendations for fee schedule changes and regularly advise CITY on
changes in statutes and industry regulations.
5. Negotiate and arrange modified payment schedules for individuals unable to pay
full amount when billed.
6. Retain all accounts for a minimum of twelve (12) months (unless otherwise
specified by mutual agreement) and after (12) months turn over accounts for which no collection
has been made (unless insurance payment is pending) to an agency designated by CITY.
Notwithstanding the foregoing, no account shall be turned over for collection without CITY's
consent.
7. Provide for facilities to permit real-time read only electronic look -up access by
CITY to CONTRACTOR'S system to obtain patient data and billing information.
8. Maintain records in an electronic format that is readily accessible by CITY
personnel and that meets all federal and state requirements for maintaining patient medical
records.
9. Maintain daily deposit control sheets and original documentation
10. Create, implement and comply with a Compliance Plan consistent with the
Compliance Program Guidance for Third Party Medical Billing Companies 63 FR 70138;
(December 18, 1998) promulgated by the Office of Inspector General of the Department of
Health and Human Services (OIG).
11. Provide HIPAA Privacy Notices to transported, billed patients as an insert into the
initial billing notice mailed to these patients.
C. CITY's Responsibilities and Obligations:
1. From each patient CITY who receives EMS from CITY ("Patient"), CITY shall use
its best efforts to obtain and forward the following information ("Information") to CONTRACTOR:
• The Patient's full name and date of birth
• The mailing address (including Zip Code) and telephone number of
the Patient or other party responsible for payment ("Guarantor")
• The Patient's social security number
• The name and address of the Patient's health insurance carrier, name
of policyholder or primary covered party, and any applicable group
and ID numbers
• The auto insurance carrier's address and/or agent's name and phone
number if an automobile is involved
• The employer's name, address and Workers Compensation Insurance
information if the incident is work related
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• The Patient's Medicare or Medicaid HIC numbers if applicable
• The Patient's or other responsible party's signed payment
authorization and release of medical authorization form or other
documentation sufficient to comply with applicable signature
requirements
• The call times, transporting unit, and crew members with their license
level, i.e. EMT-B, EMT -I, or EMT-P
• Odometer readings such that loaded miles may be calculated.
• Any other information that CONTRACTOR may reasonably require to
bill the Patient or other Payor.
2. CITY warrants that all information provided to CONTRACTOR shall be accurate
and complete, to the best of its knowledge. CONTRACTOR shall have no obligation to verify
the accuracy of such information, and CITY shall be solely responsible for such accuracy. CITY
agrees to indemnify CONTRACTOR, its agents, and employees from any and all liabilities and
costs, including reasonable attorneys' fees, resulting from (a) any inaccurate or misleading
information provided to CONTRACTOR that results in the actual or alleged submission of a
false or fraudulent claim or (b) any other actual or alleged violation of local, state or federal laws,
including but not limited laws applicable to Medicare, Medicaid or any other public or private
Payor or enforcement agency.
3. CITY will provide CONTRACTOR with necessary documents required by third
parties to allow for the electronic filing of claims by CONTRACTOR on CITY's behalf.
4. CITY will provide CONTRACTOR with its approved billing policies and
procedures, including fee schedules and collection protocols. CITY will be responsible for
engaging any third party collection service for uncollectible accounts after CONTRACTOR has
exhausted its collection efforts.
5. CITY will timely process refunds identified by CONTRACTOR for account
overpayments.
6. CITY will cooperate with CONTRACTOR in all matters to ensure proper
compliance with laws and regulations.
7. CITY will assure that all of its personnel involved in the delivery of EMS hold the
licensure or certification required to perform such services, and are not excluded persons listed
on the OIG exclusion list.
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Exhibit B
Web Hosting Agreement
1. License. CONTRACTOR grants to CITY a limited, non-exclusive and non -transferable
license: (i) to access and use the CONTRACTOR'S proprietary IMX billing system software (the
"Software") in executable code format via Internet connection to CONTRACTOR's hosting
facility solely in support of the billing and collection with respect to the CITY's EMS services;
and (ii) to use any associated end -user documentation provided by CONTRACTOR (the
"Documentation") in support of CITY's authorized use of the Software. Except as expressly
permitted herein, no express or implied license is granted to CITY to use, receive, reproduce,
copy, market, sell, distribute, license, sublicense, lease, timeshare, or rent the Software or any
component thereof. No modification of, or preparation of derivative works based on the
Software or Documentation is permitted. CITY shall not disassemble, decompile, decrypt or
reverse engineer the Software or in any way attempt to discover or reproduce source code for
the Software, or any portion thereof. CITY shall not develop or license any third party programs,
applications, tools or other products which interface or interact with the Software without the
prior written consent of CONTRACTOR. CITY agrees not to remove the copyright, trade secret
or other proprietary protection legends or notices which appear on or in the Software. The
Software may incorporate software under license from a third party. If the third party requires
CITY's notification of such use through an End User License Agreement ("EULA"),
CONTRACTOR will provide such notification to CITY. In order to use the Software, CITY agrees
to be bound by all EULA(s) provided at the time of delivery whether by hardcopy or displayed
upon installation or use of the Software. CITY's use. of the Software subsequent to such
notice(s) shall constitute CITY's acceptance of the EULA(s).
2. Hosting of Application. CONTRACTOR shall establish and maintain a production version
of the Software for CITY's use, including any necessary physical links to the Internet via an
Internet service provider or through a direct Internet connection. The Software shall reside on a
server or cluster of servers which are physically located at CONTRACTOR' place of business
or at a third -party site that meet or exceed the following service level requirements: (i) 5
megabit/s connectivity with redundant connections to multiple tier-1 backbone providers (XO
Communications and Time Warner Telecommunications) (ii) Dual Intel Xeon Processors; (iii)
fault tolerant storage; (iv) and 24/7 site and server monitoring. The Software may reside on a
server used for the applications of other CONTRACTOR customers. As of the date of this
Agreement, the Software resides at a cluster of servers that are physically located in highly
secure high-tech data centers in Austin, Texas and Houston, Texas.
3. Application Maintenance. CONTRACTOR shall maintain the Software so that it is
available for access by CITY. CONTRACTOR shall implement commercially reasonable
procedures regarding application management, load balancing, back-up, recovery, file and disk
space utilization management, and data security to ensure that the most recent version of the
Software resides on the server or may be reinstalled without undue delay. The Software shall
be capable of continuous operation 99.9% of the time, other than for interruptions due to service
maintenance and upgrades, system failure, system back-up and recovery and for causes
beyond CONTRACTOR's reasonable control. CONTRACTOR will ensured the availability of
qualified engineers around the clock, ready to intervene should the need arises 365 days per
year and 24 hours a day.
4. Internet Access. CITY shall be responsible for providing its own Internet access, and in no
event shall CITY be provided with direct access (by modem or otherwise) to the Software
server, other than access that is available to third parties generally through the Internet. The
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AND RELATED PROFESSIONAL SERVICES
parties acknowledge that, since the Internet is neither owned nor controlled by any one entity,
CONTRACTOR makes no guarantee that any given user will be able to access the Software at
any given time. There are no assurances that access will be available at all times and
uninterrupted, and CONTRACTOR shall not be liable to CITY for its inability to access the
Software.
5. Limitation of Access to Software. CITY's right to access and use the Software will vary
depending upon the scope of the Contractor Services being provided by CONTRACTOR. By
way of example, if CONTRACTOR is responsible for inputting CITY's data, CITY's access to the
Software will not include the ability to input, delete, or otherwise change such data. Moreover,
access to data shall be limited to the employees, representatives and agents of CONTRACTOR
and the authorized personnel of CITY. A complete and signed access form for each of CITY's
personnel authorized to access the Software must be submitted to and approved by
CONTRACTOR.
6. Statistical Reporting. Statistical and financial data reports will be available on the Software
at all times that the Software is available. The format and content of the statistical data will be
established and defined by CONTRACTOR and such reports may be added, modified or
deleted without notice to CITY. Notwithstanding the foregoing, CITY may request that specific,
custom reports be made available to it at an additional charge to be negotiated between
CONTRACTOR and CITY.
7. Acknowledgement with Respect to Reports. With respect to each report generated by the
Software, CITY acknowledges and agrees:
(a) Such report represents a "snapshot" of a moment in time, and, as such, the snapshot may
not be accurate with respect to financial results on the whole.
(b) The underlying data may be subject to correction from time -to -time, which may change the
results of the report or its interpretation.
(c) The data represented in the report constitutes only a limited portion of all data available
regarding CITY's business. Accordingly, any particular report may not accurately represent the
CITY's then -current or future financial condition.
8. Security. CITY acknowledges that it is solely responsible for providing security software,
including without limitation, firewalls and similar applications, to prevent unauthorized access to
its computer systems. CONTRACTOR shall use commercially reasonable efforts to maintain the
security of the Software, but shall not be responsible for the CITY's loss or dissemination of
passwords or other breaches beyond CONTRACTOR's reasonable control.
9. Data protection. CONTRACTOR addresses customer privacy issues very seriously.
CONTRACTOR agrees that it will not use or make available any personally identifiable
information other than administering the client's account and collecting usage statistics in order
to improve CONTRACTOR's products and service specifications. During the term of this
Agreement and after termination or expiration of this Agreement, CONTRACTOR will not in any
way transfer to any third party or use in direct or indirect competition with CITY any information
or data posted by or for the benefit of CITY on CONTRACTOR's website and acknowledges that
all such information is confidential ("Confidential Information"). Confidential Information
includes, but is not limited to, the terms and conditions of this Agreement, technical information,
price lists, data and business plans. Confidential Information is the exclusive property of the
disclosing party and may be used by the receiving party solely in the performance of its
obligations under this Agreement. CONTRACTOR acknowledges that its handling of
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AND RELATED PROFESSIONAL SERVICES
information on behalf of client is or may be subject to federal, state or local laws, rules,
regulation and restrictions regarding the privacy of consumer information. CONTRACTOR
agrees to comply with all of such laws, rules, regulations and restrictions at its sole cost and
expense. This Confidential Information section and all obligations contained therein will survive
any termination or expiration of this Agreement.
10. Service disruption caused by customer actions. Although through there are limitations
on the manipulation of critical server configuration files, server settings, etc., a customer is
allowed, CONTRACTOR shall not be liable for service outages caused by direct customer
actions.
11. Supplemental Indemnification
(a) To the extent permitted by law and subject to the limited waiver of sovereign
immunity set forth in s. 768.28, F.S., CITY shall indemnify, hold harmless and, at
CONTRACTOR's request, defend CONTRACTOR, and its directors, officers, and
employees, from and against any liabilities, claims, actions, damages, losses,
costs and expenses (including court costs and reasonable fees of attorneys),
brought by third parties against CONTRACTOR arising out of or resulting from
CITY's infringement of such third party's intellectual property rights.
(b) CONTRACTOR shall indemnify, hold harmless and, at CITY's request and upon
CONTRACTOR's written agreement, defend CITY, and its directors, officers, and
employees, from and against any liabilities, claims, actions, damages, losses,
costs and expenses (including court costs and reasonable fees of attorneys),
brought by third parties against CITY arising out of or resulting from
CONTRACTOR's infringement of such third party's intellectual property rights.
(c) CONTRACTOR's solutions are designed and hosted with the utmost
consideration for data privacy concerns, adhering to federal and state guidelines
and industry best practices, providing audit trails and notifications of all system
transactions. CONTRACTOR maintains adequate professional liability insurance
and will provide CITY with a Certificate of Insurance for such. In no event shall
Licensor or its licensors or suppliers pay for incidental, indirect, special, or
consequential damages, even if they have been advised of or should have
foreseen, the possibility of such damages beyond the values as maintained in the
professional liability insurance.
(d) Both parties shall promptly notify each other in writing. Either party may, at its
sole discretion and expense, participate in the defense of any claim or action and
any negotiations for settlement. No settlement which may adversely affect either
party's rights or obligations shall be made without either party's prior written
approval
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Exhibit C
Business Associate Agreement
This Business Associate Agreement ("Agreement") is between City of Tamarac ("Covered
Entity") and ADPI-Intermedix ("Associate") and is effective as of the date this entire Agreement
is executed (the "Effective Date").
WHEREAS, the Agreement requires Associate to have access to and/or to collect or create
Protected Health Information ("PHI") in order to carry out Associate's functions on behalf of
Covered Entity;
WHEREAS, Covered Entity and Associate intend to protect the privacy and provide for the
security of PHI disclosed by Covered Entity to Associate or collected and created by Associate
pursuant to the Agreement in compliance with the Health Insurance Portability and
Accountability Act of 1996, Public Law 104-191 (" HIPAX) and the regulations promulgated
thereunder, including, without limitation, the regulations codified at 45 CFR Parts 160 and 164
("HIPAA Regulations"), and other applicable laws, in each case, as amended from time to time;
and
WHEREAS, the HIPAA Regulations require Covered Entity to enter into an agreement with
Associate containing certain requirements with respect to the use and disclosure of PHI and
which are contained in this Agreement.
NOW, THREFORE, in consideration of the mutual promises contained herein and the exchange
of information pursuant to this Agreement, the parties agree as follows:
Definitions
Capitalized terms used herein without definition shall have the meanings as ascribed thereto in
the HIPAA Regulations.
2. Obligations of Associate
a. Permitted Uses and Disclosures. Associate shall not use or disclose PHI except
for the purpose of performing Associate's obligations under the Agreement and as
permitted under the Agreement or as required By Law. Further, Associate shall not use
PHI in any matter that would constitute a violation of the HIPAA Regulations or other
applicable federal or state law if so used by Covered Entity, except that Associate may
use PHI (i) for the proper management and administration of Associate; (ii) to carry out
the legal responsibilities of Associate; or (iii) for Data Aggregation purposes involving
one or more Affiliate Entity (as defined herein) of Covered Entity for the Health Care
Operations of Covered Entity. For purposes of this Agreement, "Affiliate Entity" shall
mean an individual or corporation, partnership or other legal entity that controls, is
controlled by or under common control with Covered Entity.
b. Appropriate Safeguards. Associate shall implement administrative, physical, and
technical safeguards that (i) reasonably and appropriately protect the confidentially,
integrity, and availability of electronic PHI that it creates, receives, maintains or transmits
on behalf of Covered Entity, and (ii) prevent the use or disclosure of PHI other than as
contemplated by the Agreement and this Business Associate Agreement. Associate
shall maintain a comprehensive written information privacy and security program that
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AND RELATED PROFESSIONAL SERVICES
includes administrative, physical, and technical safeguard appropriate to the size and
complexity of the Associate's operations and the nature and scope of its activities. Use
and disclosure of de -identified PHI is not permitted by this Agreement without the prior
written consent of Covered Entity.
C. Duty to Mitigate. Associate agrees to mitigate, to the extent practicable, any
harmful effect that is known to Associate of a use or disclosure of PHI by Associate in
violation of the requirements of this Agreement.
d. Reporting of Security Incident and/or Improper Use or Disclosure. Associate shall
report to Covered Entity, by telephone, a Security Incident any use and/or disclosure of
PHI other than as provided for by the Agreement within a reasonable time of becoming
aware of such Security Incident and/or use or disclosure (but not later than 12 hours
thereafter), in accordance with the notice provisions set forth herein. Such notice shall
take (i) prompt action to cure any such deficiencies as reasonably requested by Covered
Entity, and (ii) any action pertaining to such Security Incident and/or unauthorized
disclosure required by applicable federal and state laws and regulations.
e. Associate's Agents. To the extent that Associate uses one or more
subcontractors or agents to provide services under the Agreement, and such
subcontractors or agents receive or have access to PHI, Associate shall sign an
agreement with such subcontractors or agents containing in substantially the same
provisions as this Agreement (the "Subcontractors Agreement") and further identifying
Covered Entity as,a third party beneficiary with rights of enforcement and indemnification
from such subcontractors or agents in the event of any violation of the Subcontractors
Agreement. Associate shall implement and maintain sanctions against agents and
subcontractors that violate such restrictions.
f. Access to PHI. Within 10 days of receipt of a request, Associate shall make PHI
maintained in a Designated Record Set available to Covered Entity or, as directed by
Covered Entity, to an individual to enable Covered Entity to fulfill its obligations under
Section 164.524 of the HIPAA Regulations. In the event that any individual request
access to PHI directly from Associate, Associate shall forward such request to Covered
Entity. A denial of access to requested PHI should not be made without the prior written
consent of Covered Entity.
g. Agreement of PHI. Associate shall incorporate any amendment to PHI
maintained in a Designated Record Set that Covered Entity directs or agrees to, within
10 days of receipt of a request therefore by Covered Entity or an individual to enable
Covered Entity to fulfill its obligations under Section 164.526 of the HIPAA Regulations.
If any individual request an amendment of PHI directly from Associate, Associate must
notify Covered Entity in writing within five days of the request. A denial of amendment of
PHI maintained by Associate or its agents or subcontractors shall not be made without
the prior written consent of Covered Entity.
h. Accounting Rights. Within 10 days of notice by Covered Entity of a request for an
accounting of disclosure of PHI, Associate and its agents or subcontractors shall make
available to Covered Entity the information required to provide an accounting of
disclosures to enable Covered Entity to fulfill its obligations under Section 164.528 of the
HIPAA Regulations. In accordance with the HIPAA Regulation, Associate shall not
include in such an accounting those disclosures made: (i) to carry out treatment,
payment or health care operations, as provided in Section 164.502 of the HIPAA
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AND RELATED PROFESSIONAL SERVICES
Regulations; (ii) to individuals of PHI about them as provided in Section 164.502 of the
HIPAA Regulations; (iii) pursuant to an authorization as provided in section 164.508 of
the HIPAA Regulation; (iv) to persons involved in the individual's care or other
notification purposes as provided in Section 164.510 of the HIPAA Regulations; (v) for
national security or intelligence purposes as provided in Section 164.512 (k)(2) of the
HIPAA Regulations; or (vi) to correctional institutions or law enforcement officials as
provided in Section 164.512 (k)(5) of the HIPAA Regulations. Associate agrees to
implement a process that allows for an accounting of disclosures of PHI to be collected
and maintained by Associate and its agents or subcontractors. Further, Associate
agrees that upon termination or expiration of the Agreement, Associate shall provide to
Covered Entity an accounting of all such disclosures made since the compliance date of
the HIPAA Regulations. At a minimum, such information shall include: (i) the date of
disclosure; (ii) the name of the entity or person who received PHI and, if known, the
address of the entity of the person; (iii) a brief description of PHI disclosed; and (iv) a
brief statement of purpose of the disclosure that reasonably informs the individual of the
basis for the disclosure or a copy of the written request for disclosure. In the event that
the request for an accounting is delivered directly to Associate or its agents or
subcontractors, Associate shall, within five days of a request, forward it to Covered
Entity in writing. It shall be Associate's responsibility to prepare, and Covered Entity's
responsibility to deliver, any such accounting requested. Associate shall not disclose any
PHI, except in accordance with this Agreement.
i. Governmental Access to Records. Associate shall make its internal practices,
books and records relating to the use and disclosure of PHI available to the Secretary of
the U.S. Department of Health and Human Services (the "Secretary") for purposes of
determining Covered Entity's compliance with the HIPAA Regulations. Notwithstanding
the forgoing, no attorney -client, accountant -client or other legal privilege shall be
deemed waived by Covered Entity or Associate by virtue of this section. Except to the
extent prohibited by law, Associate agrees to notify Covered Entity of all requests served
upon Associate for information or documented by or on behalf of the secretary.
Associate shall provide to Covered Entity a copy of any PHI that Associate provide to the
Secretary concurrently with providing such PHI to the Secretary.
j. Minimum Necessary. Associate (and its agents or subcontractors) shall only,
request, use and disclose the minimum amount of PHI necessary to accomplish the
purpose of the request, use or disclosure.
k. Data Ownership. Associate acknowledges that Associate has no ownership
rights with respect to the PHI.
I. Associate's Insurance. Associate shall obtain and maintain, during the term of
the Agreement, reasonable liability insurance covering claims based on any violation by
Associate of the terms of this Agreement, if such insurance is reasonably available. A
copy of such policy or a certificate evidencing such policy shall be provided to Covered
Entity upon request.
M. Audits; Inspection and Enforcement. Within 10 days of a written request by
Covered Entity, Associate and its agents or subcontractors shall allow Covered Entity to
conduct a reasonable inspection of the facilities, systems, books, records, agreements,
policies and procedures relating to the use or disclosure of PHI pursuant to this
Agreement for the purpose of determining whether Associate has complied with this
Agreement; provided, however, that (i) Associate and Covered Entity shall mutually
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agree in advance upon the scope, timing and location of such an inspection; (ii) Covered
Entity shall protect the confidentially of all confidential and proprietary information of
Associate to which Covered Entity has access during the course of such inspection; and
(iii) Covered Entity shall execute a nondisclosure agreement, upon terms mutually
agreed upon by the parties, if requested by Associate. The fact that Covered entity
inspects, or fails to inspect, or has the right to inspect, Associate facilities, systems,
books, records, agreement, policies, and procedures does not relieve Associate of its
responsibility to comply with his Agreement, nor does Covered Entity's (i) failure to
detect or (ii) detection, but failure to notify Associate or require Associate's remediation
of any unsatisfactory practices, constitute acceptance of such practices or a waiver of
Covered Entity's enforcement rights under this Agreement.
n. State Privacy Laws. Associate shall comply with state laws to extent that such
state privacy laws are not preempted by HIPAA.
3. Termination
a. Breach. A breach or violation by Associate of any provision of this Agreement,
as determined by Covered Entity, shall constitute a breach of this Agreement and shall
provided grounds for immediate termination of the Agreement by Covered entity under
the Agreement.
b. Reasonable Steps to Cure Breach. If covered entity knows of a pattern of activity
or practice of Associate that constitutes a material breach or violation of the Associate's
obligations under the provisions of this Agreement and elects not to first terminate the
Agreement pursuant to Section1a., then Covered Entity may take reasonable steps to
cure such breach or end such violation, as applicable. If Covered Entity's efforts to cure
such breach or end such violation are unsuccessful (in the sole judgment of Covered
Entity), Covered entity shall either (i) terminate the Agreement, if feasible or (ii) if
termination of the Agreement is not feasible, Covered Entity shall report Associate's
breach or violation to the Secretary.
C. Judicial or Administrative Proceedings. Covered Entity may terminate the
Agreement, effective immediately, if (i) Associate is named as a defendant in a criminal
proceeding for an offense related to healthcare or (ii) a finding or stipulation that
Associate has violated any standard or requirement of any law or regulation relating to
healthcare is made in any administrative or civil proceeding in which Associate has been
joined.
d. Effect of Termination. Upon termination of the Agreement for any reason,
Associate shall either return or destroy all PHI, as requested by Covered Entity, that
Associate or its agents or subcontractors still maintain in any form, and shall retain no
copies of such PHI. If Covered Entity requests that Associate return PHI, such PHI shall
be returned in a mutually agreed upon format and timeframe, at no additional charge to
Covered Entity. If return or destruction is not feasible, Associate shall continue to extend
the protections of this Agreement to such information, and limit further uses and
disclosures of such PHI to those purposes that make the return or destruction of such
PHI not feasible. If associate is to destroy the PHI, Associate shall certify in writing to
Covered Entity that such PHI has been destroyed.
4. Indemnity
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Associate hereby agrees to indemnify and hold harmless Covered Entity its affiliates, and their
respective officers, directors, shareholders, employees and agents from and against any and all
liability, loss, fines, penalties, damage, claims or causes of action and expenses associated
therewith (including, without limitation, court costs and attorney's fees) caused directly and
indirectly by Associate's breach of its obligation under this Agreement. Covered Entity may
enforce Associate's obligations hereunder by seeking equitable relief, without bond, which
remedy shall be nonexclusive.
5. Disclaimer
Covered entity makes no warranty or representation that compliance by Associate with this
Agreement, HIPAA or the HIPAA Regulations will be adequate or satisfactory for Associate's
own purposes. Associate is solely responsible for all decisions made by Associate regarding the
safeguarding of PHI.
6. Certification
To the extent that Covered Entity determines it is necessary in order to comply with Covered
Entity's legal obligations pursuant to HIPAA relating to certification of its security practices,
Covered Entity or its authorized agents or contractors, may, at Covered Entity's expense,
examine Associate's facilities, systems, procedures and records as may be necessary for such
agents or contractors to certify to Covered Entity the extent to which Associate's security
safeguards comply with HIPAA, the HIPAA Regulations.
7. Amendment
The parties acknowledge that state and federal laws relating to data security and privacy are
rapidly evolving and that amendment of this Agreement may be required to provide for
procedures to ensure compliance with such developments. The parties specifically agree to take
such action as is necessary to implement the standards and requirements of HIPAA, the HIPAA
Regulations and other applicable laws relating to the security or confidentially of PHI. The
parties understand and agree that Covered Entity must receive satisfactory written assurance
from Associate that Associate will adequately safeguard all PHI. Upon the request of Covered
Entity, Associate agrees to promptly enter into negotiation concerning the terms of an
amendment to this Agreement embodying written assurance consistent with the standards and
requirements of HIPAA, the HIPAA Regulations or other applicable laws. Covered Entity may
terminate the Agreement upon 30 days written notice in the event (i) Associate does not
promptly enter into negotiations to amend this Agreement when requested by Covered Entity
pursuant to this Section 7 or (ii) Associate does not enter into an amendment to this Agreement
providing assurances regarding the safeguarding of PHI that Covered Entity, in its sole
discretion, deems sufficient to satisfy the standards and requirements of HIPAA and the HIPAA
Regulations.
8. Assistance in Litigation or Administrative Proceedings
Associate shall make itself, and any subcontractors, employees or agents assisting Associate in
the performance of its obligations under this Agreement, available to Covered Entity, to testify
as witnesses, or otherwise, in the event of litigation or administrative proceedings being
commenced against Covered Entity, its directors, officers or employees based upon a claimed
violation of HIPAA, the HIPAA Regulations or other laws relating to security and privacy, except
where Associate or its subcontractor, employee or agent is a named adverse party.
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9. No Third Party Beneficiaries
Nothing express or implied in the Agreement is intended to confer, nor shall anything herein
confer, upon any person other than Covered Entity, Associate and their respective successors
or assigns, any rights, remedies, obligations, or liabilities whatsoever.
10. Effect on Agreement
Except to the extent inconsistent with this Agreement, all other terms of the Agreement shall
remain in force and in effect.
11. Survival
The provisions of this Agreement shall survive the termination or expiration of the Agreement.
12. Interpretation
The provisions of this Agreement shall prevail over any provisions in the Agreement that may
conflict or appear inconsistent with any provision in this Amendment. This Agreement shall be
interpreted s broadly as necessary to implement and comply with HIPAA and the HIPAA
Regulation. The parties agree that any ambiguity in this Agreement shall be resolved in favor of
a meaning that complies and is consistent with HIPAA and the HIPAA Regulations.
13. Governing Law
This Business Associate Agreement shall be construed in accordance with the laws of the State
of Florida.
14. Notices
All notices required or permitted under this Business Associate Agreement shall be in writing
(except as otherwise required by Section 2.d.) and sent to the other party as directed below or
as otherwise directed by either party, from time to time, by written notice to the other. All such
notices shall be deemed validly given upon receipt of such notice by certified mail, postage
prepaid, facsimile transmission (solely with respect to notification pursuant to Section 2.d.) or
personal or courier delivery:
If Covered Entity: City of Tamarac
ATTN: Fire Rescue Department
6000 Hiatus Road
Tamarac, FL 33321
If to Associate: ADPI-Intermedix
6451 N Federal Highway, Suite 1002
Ft. Lauderdale, FI 33308
Attn: Joe McCloskey
Telephone no: 954-308-8714
Facsimile no: 305-521-0785
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