1886 Advanced Data Processing Piggyback PBA 17/18-12Advanced Data Processing, Inc. Piggyback Contract
(PBA -17/18-12)
The City of Sanford ("City") enters this "Piggyback" Contract Advanced Data
Processing, Inc. (hereinafter referred to as the "Vendor"), under the terms and
conditions hereinafter provided. The City and the Vendor agree as follows:
1. The Purchasing Policy for the City of Sanford allows for
"piggybacking" contracts. Pursuant to this procedure, the City is allowed to
piggyback an existing government contract, and there is no need to obtain formal or
informal quotations, proposals or bids. The parties agree that the Vendor has
entered, and amended, a contract with the City of Lake Mary, Florida, said contract
being identified as "Agreement Between City Of Lake Mary, Florida And Advanced
Data Processing, Inc., A Subsidiary Of Intermedix Corporation For Ambulance
Billing And Related Professional Services ", (said original contract, as amended,
being referred to as the "original government contract").
2. The original government contract documents, as amended, are
incorporated herein by reference and is attached as Exhibit "A" to this contract. All
of the terms and conditions set out in the original government contract are fully
binding on the parties and said terms and conditions are incorporated herein.
3. Notwithstanding the requirement that the original government contract
is fully binding on the parties, the parties have agreed to modify certain technical
provisions of the original government contract as applied to this Contract between
the Vendor and the City, as follows:
a) Time Period ("Term") of this Contract: (state N/A if this is not
applicable). N/A.
1
b) Insurance Requirements of this Contract: (state N/A if this is not
applicable). N/A.
c) ... Any other provisions of the original government contract that will
be modified: (state N/A if this is not applicable). N/A.
d) Address change for the City: Notwithstanding the address and
contact information for the government entity as set out in the original government
contract, the Vendor agrees that he/she/it shall send notices, invoices and shall
conduct all business with the City to the attention of City Manager, at: City of
Sanford, 300 North Park Avenue; Sanford, Florida 32771. The City Manager's
designated representative for this Contract is Craig Radzak., Fire Chief, City of
Sanford, 1303 William Clark Avenue Sanford, Florida 32771, telephone number (407)
688-5040 and whose e-mail address is CRAIG.RADZAK@Sanfordfl.gov.
e) Notwithstanding anything in the original government contract to
the contrary, the venue of any dispute will be in Seminole County, Florida. Litigation
between the parties arising out of this Contract shall be in Seminole County, Florida
in the Court of appropriate jurisdiction. The law of Florida shall control any dispute
between the parties arising out of or related to this Contract, the performance
thereof or any products or services delivered pursuant to such Contract.
D Notwithstanding any other provision in the original government
contract to the contrary, there shall be no arbitration with respect to any dispute
between the parties arising out of this Contract. Dispute resolution shall be through
voluntary and non-binding mediation, negotiation or litigation in the court of
appropriate jurisdiction in Seminole County, Florida, with the parties bearing the
2
costs of their own legal fees with respect to any dispute resolution, including
litigation.
g) All the services to be provided or performed shall be in
conformance with commonly accepted industry and professional codes and standards,
standards of the City, and the laws of any Federal, State or local regulatory agency.
h) IF THE CONTRACTORIVENDOR HAS QUESTIONS
REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA
STATUTES, TO THE CONTRACTOR'S (VENDOR'S) DUTY TO
PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT,
CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (407) 688-5012,
CYNTHIA PORTER, CITY CLERK, CITY OF Sanford, CITY HALL, 300
NORTH PARK AVENUE, SANFORD, FLORIDA 32771,
PORTERC@SAN FORDFL.GOV.
i) All other provisions in the original government contract are fully
binding on the parties and will represent the agreement between the City and the
Vendor.
Entered this day of , 2017.
SIGNATURE BLOCKS FOLLOW:
3
Attest:
Melissa Leigh
Secretary
Attest.
CyntWa Porter, City Clerk '
Approved as to form and legal sufficiency.
M
Advanced Data Processing, Inc., a
Delaware corporation, a subsidiary of
Interpedix Cor oration.
By:
Joel Oortice
Director/CEO
Date: November 13, 2017
City Of Sanford
By: I
Jeff Triplett, Mai
Date: 12-. -/ I—
Exhibit "A"
[Attach original government contract]
AMENDMENT NO. 1
TO AGREMENT FOR AMBULANCE BILLING AND RELATED PROFESSIONAL SERVICES
WITH ADVANCED DATA PROCESSING, INC. — PIGGYBACK CONTRACT (CITY OF LAKE MARY, FL)
THIS AMENDMENT NO. I (the "Amendment") is made and entered into this 1 st day of October, 2017 (the "Effective
Date") by and between the City of Sanford ("City") and Advanced Data Processing, Inc., a subsidiary of Intermedix
Corporation, a Delaware corporation ("Vendor").
WHEREAS, the City and Vendor entered into an Agreement for Ambulance Billing and Related Professional Services,
effective November 30, 2016, a "Piggyback" Contract with the City of Lake, Mary, FL as permitted by the Purchasing
Policy for the City of Sanford referred herein as the "original government contract".
NOW THEREFORE, the parties agree to amend the original government contract as follows:
1. Subsection 5.01 (Fees) of Section 5 (COMPENSATION AND METHOD OF PAYMENT) is deleted in its
entirety and replaced with the following:
"5.01 Fees. Vendor shall be paid by City a monthly amount representing fees for the Services provided by Vendor
hereunder, computed as follows:
(a) Six percent (6.0%) of all monies collected by Vendor for EMS billing provided by City less refunds
("Net Collections"); plus
(b) Eleven dollars ($11.00) per Medicaid beneficiary account, plus
(c) Eighty-eight dollars ($88.00) per month for mailing HIPAA-compliant Notice of Privacy Practices to
patients as an insert into the initial billing notice to these patients. Vendor reserves the right to increase
these fees upon thirty (30) days prior written notice to City if postage is increased by the United States
Postal Services, but only in an amount n4cessary to cover additional postage costs. Such increase shall
not require original government contract or consent by City; plus
(d) All amounts set forth in any Exhibit attached hereto."
2. Capitalized terms not otherwise defined in this Amendment shall have the meanings ascribed to such terms in
the original government contract. All terms and conditions of the original government contract are hereby ratified and
shall remain in full force and effect except to the extent this Amendment expressly modifies or is inconsistent with the
terms and conditions of the original government contract, in which case the terms of this Amendment shall be controlling.
IN WITNESS OF, the parties have executed this Amendment to the above -referenced original government contract
effective as of the Effective Date.
CITY:
CITY OF SANFORD, FL
By:
Name:Aa Cnk ILI ""-
.3r
Title: (� on C, 0,4-
VENDOR:
ADVANCED DATA PROCESSING, INC.
a SUBSIDIARTY OF INTERMEDIX
CORPORATION, a DELAWARE
CORPO TION
By:
Name: Brad Williams
Title: SVP
PAGE 1
AMENDMENT NO. 1
TO AGREMENT FOR AMBULANCE BILLING AND RELATED PROFESSIONAL SERVICES
WITH ADVANCED DATA PROCESSING, INC. — PIGGYBACK CONTRACT (CITY OF LAKE MARY, FL)
THIS AMENDMENT NO. 1 (the "Amendment") is made and entered into this 1 st day of October, 2017 (the "Effective
Date") by and between the City of Sanford ("City") and Advanced Data Processing, Inc., a subsidiary of Intermedix
Corporation, a Delaware corporation ("Vendor").
WHEREAS, the City and Vendor entered into an Agreement for Ambulance Billing and Related Professional Services,
effective November 30, 2016, a "Piggyback" Contract with the City of Lake, Mary, FL as permitted by the Purchasing
Policy for the City of Sanford referred herein as the "original government contract".
NOW THEREFORE, the parties agree to amend the original government contract as follows:
1. Subsection 5.01 Fees of Section 5 (COMPENSATION AND METHOD OF PAYMENT) is deleted in its
entirety and replaced with the following:
"5.01 Fees. Vendor shall be paid by City a monthly amount representing fees for the Services provided by Vendor
hereunder, computed as follows:
(a) Six percent (6.0%) of all monies collected by Vendor for EMS billing provided by City less refunds
("Net Collections"); plus
(b) Eleven dollars ($11.00) per Medicaid beneficiary account, plus
(c) Eighty-eight dollars ($88.00) per month for mailing HIPAA-compliant Notice of Privacy Practices to
patients as an insert into the initial billing notice to these patients. Vendor reserves the right to increase
these fees upon thirty (30) days prior written notice to City if postage is increased by the United States
Postal Services, but only in an amount n4cessary to cover additional postage costs. Such increase shall
not require original government contract or consent by City; plus
(d) All amounts set forth in any Exhibit attached hereto."
2. Capitalized terms not otherwise defined in this Amendment shall have the meanings ascribed to such terms in
the original government contract. All terms and conditions of the original government contract are hereby ratified and
shall remain in full force and effect except to the extent this Amendment expressly modifies or is inconsistent with the
terms and conditions of the original government contract, in which case the terms of this Amendment shall be controlling.
IN WITNESS OF, the parties have executed this Amendment to the above -referenced original government contract
effective as of the Effective Date.
CITY:
CITY OF SANFORD, FL
VENDOR:
ADVANCED DATA PROCESSING, INC.
a SUBSIDIARTY OF INTERMEDIX
CORPORATION, a DELAWARE
CO
RPO TION
By. i C1 yy'
Name: Brad Williams
Title: SVP
PAGE 1
Advanced Data Processing, Inc. Piggyback Contract
(PBA -17118-12)
The City of Sanford ("City") enters this "Piggyback" Contract Advanced Data
Processing, Inc. (hereinafter referred to as the "Vendor"), under the terms and
conditions hereinafter provided. The City and the Vendor agree as follows:
1. , The Purchasing. Policy for the City of Sanford allows for
"piggybacking" contracts. Pursuant to this procedure, the City is allowed to
piggyback an existing government contract, and there is no need to obtain formal or
informal quotations, proposals or bids. The parties agree that the Vendor has
entered, and amended, a contract with the City of Lake Mary, Florida, said contract
being identified as "Agreement Between City Of Lake Mary, Florida And Advanced
Data Processing, Inc., A Subsidiary Of Intermedix Corporation For Ambulance
Billing And Related Professional SeNices ", (said original contract, as amended,
being referred to as the "original government contract").
2. The original government contract documents, as amended, are
incorporated herein by reference and is attached as Exhibit "A" to this contract. All
of the terms and conditions set out in the original government contract are fully
binding on the parties and said terms and conditions are incorporated herein.
3. Notwithstanding the requirement that the original government contract
is fully binding on the parties, the parties have agreed to modify certain technical
provisions of the original government contract as applied to this Contract between
the Vendor and the City, as follows:
a) Time Period ("Term") of this Contract: (state N/A if this is not
applicable). N/A.
1
b) Insurance Requirements of this Contract: (state N/A if this is not
applicable). N/A.
c) ... Any other provisions of the original government contract that will
be modified: (state N/A if this is not applicable). N/A.
d) Address change for the City: Notwithstanding the address and
contact information for the government entity as set out in the original government
contract, the Vendor agrees that he/she/it shall send notices, invoices and shall
conduct all business with the City to the attention of City Manager, at: City of
Sanford, 300 North Park Avenue; Sanford, Florida 32771. The City Manager's
designated representative for this Contract is Craig Radzak., Fire Chief, City of
Sanford, 1303 William Clark Avenue Sanford, Florida 32771, telephone number (407)
688-5040 and whose e-mail address is CRAIG.RADZAK@Sanfordfl.gov.
e) Notwithstanding anything in the original government contract to
the contrary, the venue of any dispute will be in Seminole County, Florida. Litigation
between the parties arising out of this Contract shall be in Seminole County, Florida
in the Court of appropriate jurisdiction. The law of Florida shall control any dispute
between the parties arising out of or related to this Contract, the performance
thereof or any products or services delivered pursuant to such Contract.
f) Notwithstanding any other provision in the original government
contract to the contrary, there shall be no arbitration with respect to any dispute
between the parties arising out of this Contract. Dispute resolution shall be through
voluntary and non-binding mediation, negotiation or litigation in the court of
appropriate jurisdiction in Seminole County, Florida, with the parties bearing the
costs of their own legal fees with respect to any dispute resolution, including
litigation.
g) All the services to be provided or . performed shall be in
conformance with commonly accepted industry and professional codes and standards,
standards of the City, and the laws of any Federal, State or local regulatory agency.
h) IF THE CONTRACTORIVENDOR HAS QUESTIONS
REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA
STATUTES, TO THE CONTRACTOR'S (VENDOR'S) DUTY TO
PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT,
CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (407) 688-5012,
CYNTHIA PORTER, CITY CLERK, CITY OF Sanford, CITY HALL, 300
NORTH PARK AVENUE, SANFORD, FLORIDA 32771,
PORTERC@SAN FORDFL.GOV.
i) All other provisions in the original government contract are fully
binding on the parties and will represent the agreement between the City and the
Vendor.
Entered this day of , 2017.
SIGNATURE BLOCKS FOLLOW:
3
Attest:
Melissa Leigh
Secretary
Attest.,
Cynthia Porter, City Clerk
Approved as to form and legal sufficiency.
William L. Colbert City Attorney
4
Advanced Data Processing, Inc., a
Delaware corporation, a subsidiary of
Inter edix ACorporation.
By:
Joel mortice
Director/CEO
Date: November 13, 2017
City Of Sanford
Bv:
Jeff Triplett, Mayor
Date:
Exhibit "A"
[Attach original government contract]
AMENDMENT NO. 1
TO AGREEMENT BETWEEN THE CITY OF LAKE MARY, FLORIDA, AND ADVANCED DATA
PROCESSING, INC., A SUBSIDIARY OF INTERMEDIX CORPORATION FOR AMBULANCE BILLING
AND RELATED PROFESSIONAL SERVICES
THIS AMENDMENT NO. 1 (the "Supplement") is made and entered into this 20th day of October, 2016 (the
"Effective Date") by and between the City of Lake Mary, a political subdivision of the State of Florida ("City" or
"provider") and Advanced Data Processing, Inc., a subsidiary of Intermedix Corporation, a Delaware corporation
("Intermedix").
WHEREAS, the City and Intermedix entered into an Agreement for EMS Billing and Related Professional Services,
effective January 1, 2015 (the "Agreement"); and
WHEREAS, the City has requested and Intermedix agrees to provide consulting services to the City to enroll in the
Florida EMS PEMT (Public Emergency Medical Transports) Medicaid program, and provide ongoing
consulting/costing services for both the Florida CPE (Certified Public Expenditures) PEMT and the proposed IGT
(Intergovernmental Transfer) PEMT which includes Medicaid managed care transports revenue programs (tile
"Consulting Services") for a term consistent with Section 14 — TERM and TERMINATION, of the Agreement.
NOW THEREFORE, the parties agree to amend the Agreement as follows:
1. New Exhibit A-1 (CPE-ASPP Program Scope of Consulting Services and Revenue Recognition Process) and
new Exhibit A-2 (Fees for CPE-ASPP Program Scope of Consulting Services and Revenue Recognition Process)
attached herewith are hereby added to the Agreement.
2. Capitalized terms not otherwise defined in this Supplement shall have the meanings ascribed to such terms in
the Agreement. All terms and conditions of the Agreement are hereby ratified and shall remain in full force and effect.
This Supplement is restricted to the CPE-ASPP Program Scope of Consulting Services and Revenue Recognition
Process only.
IN WITNESS WHEREOF, the parties have executed this Supplement to the above -referenced Agreement effective as
of the Effective Date.
City:
CITY OF LADE MARY, FLORIDA
By:
Name: J cqueline B. Sava
Title. City Manager
ATTEST:
v ---
�arel: f1. Foster, City Cleric
INTERMEDIX:
ADVANCED DATA PROCESSING, INC.
a SUBSIDIARY OF INTERMEDIX
CORPORATION, a DELAWARE
CORPORATION
By: r�
Name:
Title ...... (,,. ..
APP R ED AS TO FORM AND LEGAL SUFFICIENCY:
t—Catherme ReischWann, City Attorney
APPROVED BY
CITY COMMISSION
_ 1a a h
PAGE 'I
Exhibit A-1
Description of CPE-ASPP Program Scope of Consulting Services and Revenue Recognition Process
• Drafting application materials and responding to requests for additional information necessary for
the provider ("City") to gain approval to participate in the Ambulance Supplemental Payment
Programs.
• Preparing a fiscal impact study and presenting results to department/state stakeholders to
demonstrate benefits of a Continuing Public Expenditure ("CPE") Program, Medicaid Managed Care
supplemental payment, and uninsured CPE (if applicable) program to the provider.
• Identifying eligible costs and developing appropriate cost allocation methodologies to report only
allowable costs for providing emergency medical services to Medicaid and, as applicable, uninsured
populations.
• Preparing the annual Medicaid cost report for EMS on behalf of provider.
• Conducting analysis of the provider's financial and billing data in order to prepare and submit annual
cost reports, the mechanism for providers to receive additional revenue under Ambulance
Supplemental Payment Programs.
• Providing comprehensive desk review support including, but not limited to, conducting reviews of
all cost settlement files, performing detailed analysis of billing reports generated by Medicaid
agencies to ensure that all allowable charges and payments are encompassed in the calculation of the
final settlement, and drafting letters and providing supporting documentation to meet Medicaid
requirements and expedite settlement.
• Performing relevant analysis to determine a viable Medicaid managed care supplemental payment
methodology.
• Executing Medicaid managed care supplemental payment calculations in adherence with the
approved methodology.
• Determining whether enhanced supplemental payments can be realized by provider.
• Conducting comparative analysis to identify significant trends in billing and financial data.
• Providing charge master review to ensure that the provider is optimizing charges to drive revenue
generation.
• Meeting with the Florida Agency for Health Care Administration (ARCA) and City to further
develop the supplemental payments program for both Medicaid managed care and uninsured patient
transports.
• Respond to, and represent, City on any ARCA or CMS audit, review, or communication regarding
any PEMT cost report prepared by Inteimedix and delivered to AHCA on behalf of the City.
PAGE 2
Exhibit A-2
FEES for CPE-ASPP Program Scope of Consulting Services and Revenue Recognition Process
All revenue realized by the City from the Certified Public Expenditure (CPE) Program for Emergency
Medical Services and Medicaid Managed Care Supplemental Payment Program shall be paid in full directly
to City. Revenue realized as a result of the Certified Public Expenditures (CPE) for Emergency Medical
Services (EMS) shall be determined by the Medicaid cost settlement determined through the Medicaid cost
report.
Revenues realized through the Medicaid Managed Care Supplemental Payment Program will be defined
through an amendment to Fourth Modification of the Agreement upon the approval of the specific
methodology successfully implemented by Intermedix and City. Intermedix will not receive any
compensation until the CPE for Emergency Medical Services settlement or Medicaid Managed Care
Supplemental Payment revenues are received by the City.
Intermedix will invoice the City after the City's receipt of revenue for either initiative, meaning revenue does
not have to be generated for both the CPE for Emergency Medical Services and the Medicaid Managed Care
Supplemental Payment program in order for Intermedix to bill the City, rather revenue simply needs to be
generated for either initiative to allow Intermedix to generate invoices to the City. Intermedix will invoice
City based on the final CPE for Emergency Medical Services settlement or Medicaid Managed Care
Supplemental payments within thirty (30) days of receipt of funds by the City.
City will remit payment to Intermedix pursuant to the Prompt Payment Act. Additional revenues generated
by Intermedix for the uninsured patient population will also be invoiced by Intermedix to the City within
thirty (30) days of receipt of revenues by the City. The contingency fees to be paid associated with the
respective successful implementation and generation of incremental Medicaid revenues as a result of the
CPE for Emergency Medical Services and Medicaid Managed Care Supplemental Payment programs are
eighteen percent (18%) of revenues actually received by the City. This contingency fee applies only to
revenues generated under these programs.
PAGE 3
AMENDMENT NO. 2
TO AGREEMENT BETWEEN CITY OF LAKE MARY, FL, AND ADVANCED DATA PROCESSING, INC.,
A SUBSIDIARY OF INTERMEDIX CORPORATION FOR AMBULANCE BILLING AND RELATED
PROFESSIONAL SERVICES
THIS AMENDMENT NO. 2 (the "Amendment") is made and entered into this I st day of October, 2017 (the "Effective
Date") by and between the City of Lake Mary, a political subdivision of the State of Florida ("City") and Advanced Data
Processing, Inc., a subsidiary of Intermedix Corporation, a Delaware corporation ("Intermedix").
WHEREAS', the City and Intermedix entered into an Agreement for EMS Billing and Related Professional Services,
effective January 1, 2015 (the "Agreement"), as amended.
NOW THEREFORE, the parties agree to amend the Agreement as follows:
L Subsection 5.01 (Fees) of section 5 (COMPENSATION AND METHOD OF PAYMENT) is deleted in its
entirety and replaced with the following:
c'5.01 Fees. Intermedix shall be paid by City a monthly amount representing fees for the Services provided by
Intermedix hereunder, computed as follows:
(a) Six percent (6.001,) of all monies collected by Intermedix for EMS billing provided by City less refunds
("Net Collections"); plus
(b) Eleven dollars ($11.00) per Medicaid beneficiary account, plus
(c) Eighty-eight dollars ($98.00) per month for mailing HIPAA-compliant Notice of Privacy practices to
patients as an insert into the initial billing notice to these patients. Intermedix reserves the right to
increase these fees upon thirty (30) days prior written notice to City if postage is increased by the United
States Postal Services, but only in an amount n4cessary to cover additional postage costs. Such increase
shall not require agreement or consent by City; plus
(d) All amounts set forth in any Exhibit attached hereto."
2. Capitalized terms not otherwise defined in this Supplement shall have the meanings ascribed to such terms in
the Agreement. All terms and conditions of the Agreement are hereby ratified and shall remain in full force and effect
except to the extent this Supplement expressly modifies or is inconsistent with the terms and conditions of the
Agreement, in which case the terms Of this Supplement shall be controlling.
IN WITNESS OF, the parties have executed this Supplement to the above -referenced Agreement
Effective Date. effective as of the
CITY: INTERMEDIX,
CITY OF LAKE MARY, FL ADVANCED DATA PROCESSING, INC.
8 SUBSIDIARTY OF INTERMEDIX
CORPORATION, a DELAWARE
ION
CORPO
By: By : %P Oj ION
Nam acq elim-B.
Name:
Title ityM,
ai4ager
T Ii ST_
PAGE 1
AGREEMENT BETWEEN
CITY OF LAKE MARY, FLORIDA
AND
ADVANCED DATA PROCESSING, INC., A SUBSIDIARY OF INTERMEDIX
CORPORATION
FOR AMBULANCE BILLING AND RELATED PROFESSIONAL SERVICES
THIS AGREEMENT ("Agreement") is made and entered into this 1st day of January, 2015
("Effective Date") by and between City of Labe Mary, a Florida municipal corporation, with
principal offices located at 100 N. Country Club Road, Lake Mary, FL 32746 ("City") and
Advanced Data Processing, Inc., a subsidiary of Intermedix Corporation, a Delaware Corporation
with principal offices located at 6451 North Federal Highway, Suite 1000, Fort Lauderdale, Florida
33308 ("Intermedix").
RECITALS
WHEREAS, City provides emergency and non -emergency medical services, including
ambulance transport ("EMS"), for residents and visitors in its jurisdiction, and charges for such
services; and
WHEREAS, Intermedix provides billing, collection and related consulting services and
equipment for municipalities and other providers of EMS; and
WHEREAS, the parties hereto now wish to enter into an agreement, pursuant to which
Intermedix will render the Services as hereinafter provided;
NOW THEREFORE, the parties hereto agree as follows:
AGREEMENT
1. ENGAGEMENT OF INTERMEDIX. During the Term of this Agreement, except for
accounts referred to a collection agency as provided herein, Intermedix shall be exclusively
responsible for the billing and collection of all charges and fees resulting from the delivery of EMS
by City, 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").
2. SCOPE OF SERVICES. Intermedix shall perform and carry out Services as specifically
described in Exhibit A (the "Scope of Services"; collectively the Scope of Services and the Billing
Service (as defined in Section 3.01) are the "Services"), which is attached hereto and incorporated
herein by this reference. City reserves the right to request changes in the Scope of Services within
Intermedix'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. ACCESS TO BILLING SYSTEM.
3.01 Right to Use. During the Term of this Agreement, Intermedix grants to City, access
to Intermedix billing system solely to view City's accounts, run various reports, and access to all
data associated with the billing and collection process which is wholly owned by City ("Billing
Service"). During the Term of this Agreement, Intermedix 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 Intermedix's website and acknowledges that all such information is confidential
("Confidential Information"). Intermedix further acknowledges that its handling of information
on behalf of City is or may be subject to federal, state or local laws, rules, regulation and
restrictions regarding the privacy of consumer information. Intermedix agrees to comply with all
of such laws, rules and regulations and restrictions, as is commercially reasonably possible, at its
sole cost and expense. This Access to Billing System Section and all obligations contained therein
will survive any termination or expiration of this Agreement.
3.02 User Restrictions. City shall not, and shall not permit others to, without the express
written consent of Intermedix: (i) use, receive, reproduce, copy, market, sell, distribute, license,
sublicense, lease, timeshare, or rent the Billing Service, any other Service or any component
thereof; (ii) modify, alter, translate or prepare derivative works based on the Billing System or
Documentation is permitted; (iii) disassemble, decompile, decrypt or reverse engineer the Billing
Service or in any way attempt to discover or reproduce source code for the Billing Service, or any
portion thereof; or (iv) develop or license any third party programs, applications, tools or other
products which interface or interact with the Billing Service. City agrees not to remove the
copyright, trade secret or other proprietary protection legends or notices which appear on or in the
Billing Service, any other Service or the Documentation.
3.03 Internet Access. City shall be responsible for providing its own Internet access
necessary to provide the Billing Service, and in no event shall City be provided with direct access
(by modem or otherwise) to the Billing Service server, other than access that is available to third
parties generally through the Internet. The parties acknowledge that, since the Internet is neither
owned nor controlled by any one entity, Intermedix makes no guarantee that any given user will
be able to access the Billing Services at any given time. There are no assurances that access will
be available at all times and uninterrupted, and Intermedix shall not be liable to City for its inability
to access the Billing Service.
3.04 Reporting. Operational and financial data reports for City will be available on the
Billing Services when the Billing Service is available. The format and content of the data will be
established and defined by Intermedix 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 Intermedix and City.
3.05 Acknowledgement with Respect to Reports. With respect to each report generated
for City as part of the Billing Service, City acknowledges and agrees: (i) 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; (ii) the underlying data may be subject to correction from time -to -
time, which may change the results of the report or its interpretation; and (iii) 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.
3.06 Intellectual Property. City agrees that the equipment, computer hardware and
software, billing and collection processing, Services, Billing Service and other related systems and
equipment are the property and trade secrets of Intermedix, and that City will not release any
information regarding such Confidential Information (as such term is defined in Section 11.01)
and/or trade secrets of Intermedix to any thud party without the prior written consent of
Intermedix, except as required by the Public Records Act. 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 Intermedix's request, except if those arrangements require a waiver of the City's
sovereign immunity or violation of laws applicable to municipalities. Intermedix agrees to
indemnify and hold City harmless for any claims arising out of third party claims of breach of
intellectual property law by Intermedix. This indemnity is not subject to the monetary limitation
in Section 9.
3.07 Audit Rights. From time to time and upon reasonable prior written notice,
Intermedix may audit City's use of the Services to help ensure that City is in compliance with the
terms and conditions of this Agreement, including, but not limited to, any payment terms. Any
such audit will be conducted during regular business hours at the applicable facilities of City. City
will identify and cooperate with Intermedix (or its representatives) to provide Intermedix (or its
representatives) with reasonable access to all relevant equipment, personnel and records, all at
Intermedix's expense.
4. CITY RESPONSIBILITY.
4.01. Generally. City is responsible for all activity occurring under its User accounts and
shall abide by all applicable laws and regulations in connection with its use of the Billing Service.
City will immediately (and in no greater than twenty four (24) hours from City's knowledge of the
following) notify Intermedix and use best efforts to cease any further of the following: (i) any
unauthorized use of a password or account or any other known or suspected breach of security; (ii)
any copying or distribution of any content or other intellectual property of Intermedix related to
the Services that is known or suspected by City or its Users; (iii) any use of false identity
information to gain access to or use the Billing Service or (iv) any loss or theft of a hardware
device on which a User has access to the Billing Service (each of subsections (i) through (iv) a
"Security Breach Event"). To the extent that any Security Breach Event involves Protected Health
Information (as defined below), and is subject to the Health Insurance Portability and
Accountability Act of 1996 (Pub. L. No. 104-191, 110 Stat. 1936), including the privacy and
security rules promulgated thereunder ("HIPAA"), as amended by the Health Information
Technology for Clinical Health Act (Pub. L. No. 111-5, 123 Stat. 115) (the "HITECH Act"), City
shall comply with all applicable requirements under such laws, including any applicable breach
notification requirements (i.e. notifications to affected individuals, the Department of Health and
Human Services ("HHS"), and prominent media outlets) (the "HIPAA Notifications") triggered
by the Security Breach Event. "Protected Health Information" means Individually Identifiable
Health Information (defined at 45 C.F.R. § 164.501), transmitted or maintained in any form or
medium, concerning individuals for whom the City has performed EMS.
4.02 Rights Following Notification. Upon Interniedix's receipt of notification given by
the City of a Security Breach Event, Intermedix shall have the right to immediately, without notice
to City, suspend City's access to the Billing Service until such time as the Security Breach Event
has been fully resolved, and no longer presents a threat of inappropriate access to: (i) the Billing
Services, (ii) any other intellectual property rights of Intermedix or its affiliates or (iii) the personal
data or Protected Health Information gathered by City in the performance of EMS by the City. To
the extent that a Security Breach Event requires City to provide HIPAA Notifications, any such
notifications shall not include a reference to Intermedix or ally of its affiliates unless such a
reference is specifically required by HIPAA or other applicable law. Further, if City intends to
reference Intermedix in a HIPAA Notification based on its belief that such a reference is required
by HIPAA or other applicable law, City shall provide Intermedix written notice of its intent to do
so no later than ten (10) days prior to City's provision of each required HIPAA Notification (i.e.
no later than ten (10) days prior to City's provision of notifications to affected individuals, HHS,
and/or prominent media outlets, as applicable).
4.03 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, including malware prevention software on User's computers. City
is responsible for requiring its Users to use a password to access the Billing Services in compliance
with the Billing Security Characteristics. The "Billing Security Characteristics" means a password
to access the Billing Services, which must be at least eight (8) characters in length, and contain
three (3) of four (4) of the following characteristics: lowercase letter, uppercase letter, special
character or a number. Intermedia shall comply with the Identity Theft Red Flag Rules, and shall
use commercially reasonable efforts to maintain the security of the Billing Services, but shall not
be responsible for the City's loss or dissemination of passwords or other breaches beyond
Intermedix's reasonable control. Intermedix agrees to indemnify and hold City harmless fiom any
and all claims arising out of third party claims of breach of the security of Billing Services by
Intermedix, but only to the extent caused by the willful misconduct or negligent act of Intermedix
or its employees. This indemnity is not subject to the monetary limitation in Section 4.
5. COMPENSATION AND METHOD OF PAYMENT.
5.01 Fees. hitermedix shall be paid by City a monthly amount representing fees for the
Services provided by Intermedix hereunder, computed as follows:
(a) Seven and twenty-five hundredths percent (7.25%) of all monies collected
by Intermedix for EMS billing provided by City less refunds ("Net Collections"), plus
(b) Thirteen dollars ($13.00) per processed Medicaid beneficiary account, plus
(c) Eighty-eight dollars ($88.00) per month for mailing HIPAA-compliant
Notice of Privacy Practices to patients as an insert into the initial billing notice to these patients.
Intermedix reserves the right to increase these fees upon thirty (30) days written notice to City if
postage is increased by the United States Postal Sei vice, but only in an amount necessary to cover
additional postage costs. Such increase shall not require agreement or consent by City; plus
(d) All amounts set forth in any Exhibit, attached hereto.
5.02 Intermedix shall submit the monthly invoices for fees for the Services to City of
Lake Mary Fire Department, 911 Wallace Court, Lake Mary, FL 32746, Attn: Fire Chief. City
shall pay the amount invoiced 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 Intermedix
within such thirty (30) day period or the invoice shall conclusively be deemed to be accurate and
correct. Intermedix 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.
5.03 Bank Accounts. City agrees that it will be solely responsible for the cost and
maintenance of any and all of City's bank accounts, 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.
5.04 Taxes. All amounts payable under this Agreement are exclusive of all sales, use,
value-added, withholding and other taxes and duties. City shall promptly pay, and indemnify
Intermedix against, all taxes and duties assessed in connection with any such amounts, this
Agreement and its performance by any authority within or outside of the U.S., except for taxes
payable on Intermedix's net income.
6. COLLECTION EFFORTS.
6.01 Alternative Collection Arrangements. Intermedix will have the right, on City's
behalf, in its sole and complete discretion, to enter into an alternative collection arrangement with
respect to any patient encounter performed by the City if: (i) the total payments are for at least
eighty percent (80%) of the amount of the bill and the length of payment does not exceed eighteen
(18) months; (ii) an insurance company offers at least seventy percent (70%) of the total amount
billed with a stipulation that the insured not be billed for the balance; or (iii) Intermedix is able to
make arrangements for the payment of patient account that provide a substantially similar
economic benefit to City, as Intermedix determines in its sole and complete discretion.
6.02 Scope of Collection Efforts. If reasonable efforts have been made to collect a
patient account of City and such efforts have not been successful, Intermedix shall have the right
to terminate collection efforts and close the account as an unpaid debt. As used herein "reasonable
efforts" shall be defined to mean at least but not limited to one hundred twenty (120) days of active
collection efforts in the ordinary course of business. In addition, Intermedix may terminate or
suspend collection efforts in the event that City has supplied Intermedix with materially incomplete
or inaccurate billing and/or patient information. Absent contrary instructions from City with
respect to any patient encounter, the accounts that Intermedix has deemed to be uncollectible may
be forwarded to a third -party collection agency for further collection effort.
6.03 Administrative Fee/Third Party Collection Costs. City will be responsible for
engaging any third party collection service for uncollectible accounts after Intermedix has
exhausted its collection efforts. City will be directly liable for all fees of third party collection
agency.
6.04 Excluded Persons. If any refunds of patient accounts of City are required to be
refunded to or offset by any government and commercial payor as a result of City's violation of
its obligations set forth in Exhibit A (Scope of Services), Section B.8. (an `Excluded Person
Refund"), Inteimedix shall not be required to refund to City any commissions or fees earned or
previously paid to Intermedix as a result of its collection of such Excluded Person Refund or
otherwise include such Excluded Person Refunds in its calculation of Net Collections as set forth
herein.
7. SYSTEM SUPPORT. Support and training of City's Users will be provided subject to
and in accordance with the terms of the Scope of Services.
8. INDEPENDENT CONTRACTORS. hitermedix is an independent contractor of City
and not an employee or agent of City; provided, however, to the extent necessary to fulfill its
billing and collection efforts under this Agreement, Intermedix is authorized to sign in an
adniinistr•ative capacity for City the following types of standard fonns and correspondence only;
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. Intermedix has no authority
to sign any document that imposes any additional liability on City. Intermedix shall retain full
control over the employment, direction, compensation and discharge of all persons assisting in the
performance of the Services. Intermedix 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. Each party shall be responsible for its own acts and
those of its agents and employees during the Term of this Agreement.
9. LIMITATION ON LIABILITY. [NOTE — ALL LIABILITY LIMITED TO 12
MONTHS FEES.] BOTH PARTIES' TOTAL CUMULATIVE LIABILITY UNDER THIS
AGREEMENT WITH RESPECT TO THE BILLING SERVICES, EQUIPMENT OR OTHER
SERVICES DELIVERED UNDER THIS AGREEMENT WILL BE LIMITED TO THE TOTAL
FEES PAID (LESS ANY REFUNDS OR CREDITS) BY CITY TO INTERMEDIX PURSUANT
TO THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY
PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. IN NO EVENT WILL
EITHER PARTY BE LIABLE TO CITY UNDER, IN CONNECTION WITH, OR RELATED
TO THIS AGREEMENT FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR
CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT,
WARRANTY, TORT, PRODUCT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT
EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE
PARTIES ACKNOWLEDGE AND AGREE THAT THE FOREGOING LIMITATIONS OF
LIABILITY ARE A CONDITION AND MATERIAL CONSIDERATION FOR THEIR ENTRY
INTO THIS AGREEMENT.
10. INSURANCE. Intermedix shall procure and maintain for the duration of the Agreement,
the following insurance coverage: (i) workers' compensation insurance in compliance with the
applicable state and federal laws; (ii) general liability insurance in an amount no less than
$1,000,000 per occurrence; (iii) 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 (iv) liability coverage for all vehicles whether owned,
hired or used in the amount of $500,000.
Intermedix shall furnish the City with certificates of insurance and with original
endorsements affecting coverage required by this clause. The certificates and endorsements for
each insurance policy are 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 the City before work
commences. The City reserves the right to require complete, certified copies of all required
insurance policies at any time.
For all coverages: each insurance policy required by this clause shall be endorsed to state
that coverage shall not be suspended, voided, cancelled by either party, reduced in coverage or in
limits except after (30) days prior written notice by certified mail, return receipt requested, has
been given to the City.
11. CONFIDENTIALITY AND HIPAA BUSINESS ASSOCIATE OBLIGATIONS.
11.01 Confidential Information. Each party (the "Discloser") may disclose to the other
party (the "Recipient') certain non-public information relating to the Discloser's business,
including technical, marketing, financial, personnel, planning, medical records and other
information that is marked confidential or which the Recipient should reasonably know to be
confidential given the nature of the information and the circumstance of disclosure ("Confidential
Information"). Confidential Information will not include any information: (i) lawfully obtained
or created by the Recipient independently of, and without use of, Discloser's Confidential
Information and without breach of any obligation of confidence or violation of HIPAA or the
HITECH Act; or (ii) that is in or enters the public domain without breach of any obligation of
confidence; or (iii) that is subject to the Public Records Act. City shall be responsible for any
intentional breach by any of its Users, or employees of any of the confidentiality obligations set
forth herein.
11.02 Use and Disclosure. Except as expressly permitted by this Agreement or the
Business Associate Agreement (Exhibit B) (as applicable) and subject to applicable law, the
Recipient will:
(a) not disclose Discloser's Confidential Information except: (i) to the
employees or contractors of the Recipient to the extent that they need to know that Confidential
Information for the purpose of performing the Recipient's obligations under this Agreement, and
who are bound by confidentiality terns with respect to that Confidential Information no less
restrictive than those contained in this Section 11.02; or (ii) as required to be disclosed by law, to
the extent required to comply with that legal obligation, provided that the Recipient will promptly
notify the Discloser of such obligation;
(b) use the Discloser's Confidential Information only for the purpose of
performing Recipient's obligations under this Agreement;
(c) use all reasonable care in handling and securing the Discloser's Confidential
Information, and employ all reasonable data security measures that the Recipient ordinarily uses
with respect to its own proprietary information of similar nature and importance; and
(d) use and disclose Confidential Information that contains Protected Health
Information in accordance with the terms of the Business Associate Agreement attached hereto as
Exhibit B (the "BA Agreement"), if applicable.
11.43 Return of Confidential Information. Subject to Intermedix's internal data retention
policies and applicable law, the Recipient will return to the Discloser, and destroy or erase all of
the Discloser's Confidential Information in tangible form, upon the expiration or termination of
this Agreement, and the Recipient will promptly certify in writing to the Discloser that it has done
so.
11.44 HIPAA Business Associate Exhibit/Changes In HIPAA. Each party agrees to the
obligations set forth in the BA Agreement attached hereto as Exhibit B (the "BA Agreement").
Such BA Agreement constitutes the complete and exclusive agreement between the parties with
respect to Intermedix's obligations regarding Protected Health Information, superseding and
replacing any and all prior agreements, communications, representations, and understandings
(both written and oral) regarding such subject matter; provided, however, that in the event of any
additions, modifications or amendments to any statute or regulation including HIPAA or future
federal regulations adopted pursuant thereto, then Intermedix and City shall promptly enter into
negotiations to revise the BA Agreement to reflect such changes. Upon the execution by the parties
of a revised BA Agreement (a "Revised BA Agreement"), such Revised BA Agreement will
supersede the current BA Agreement in its entirety and such current BA Agreement will no longer
be of any force or effect.
11.05 Right to Injunctive Relief. The parties expressly acknowledge and agree that the
breach, or threatened breach, by a party of any provision of this Section 11 may cause the other
party to be irreparably harmed and that the harmed party may not have an adequate remedy at law.
Therefore, the parties agree that upon such breach, or threatened breach, the harmed party will be
entitled to seek injunctive relief to prevent the other party from commencing or continuing any
action constituting such breach without having to post a bond or other security and without having
to prove the inadequacy of any other available remedies. Nothing in this paragraph will be deemed
to limit or abridge any other remedy available to either party at law or in equity.
12. NON -SOLICITATION. For the Term of this Agreement and for one (1) year after its
termination, City or Intermedix shall not employ or hire any employee or former employees - who,
pursuant to this Agreement, has had any contact with employees or representatives of either party
or has worked on City's accounts, without the prior written consent of City and Intermedix.
13. ATTACHMENTS. The following named attachments are made an integral part of this
Agreement:
(a) Scope of Services (Exhibit A attached hereto and made a part hereof);
(b) Business Associate Agreement (Exhibit B attached hereto and made a part
hereof);
(c) Optional Services (Exhibit C attached hereto and made a part hereof); and
(d) Resolution No, 947 Transport Rates (Exhibit D attached hereto and made a
part thereto).
14. TERM AND TERMINATION.
14.01 Term. This Agreement shall be effective for an initial one -(1) year period,
commencing on the Effective Date unless terminated as provided in Section 14.02 below (the
"Initial Term"). Following the expiration of the Initial Term, subject to the payment of all fees
due hereunder, this Agreement shall renew for successive, automatically renewable one (1) year
periods ("Renewal Terns"; collectively, the Initial Tenn together with any Renewal Terms are the
"Term"), unless either party provides the other party with written notice of termination of this
Agreement as provided in Section 14.02 below. All terms and conditions hereof shall remain in
full force and effect during the Term unless this Agreement is amended in a writing executed by
each Party hereto.
14.02 Events Triggering Termination. This Agreement shall be subject to termination
under the following conditions.
(a) Termination without Cause. Following the period one (1) year from the
Effective Date of this Agreement, either City or Intermedix may terminate this Agreement without
cause upon six (b) months prior written notice to the other party.
(b) Termination with Cause. If Intermedix materially fails to 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 materially fails to perform any obligation required hereunder, and
such default continues for thirty (30) calendar days after written notice from Intennedix 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) Termination Due to Bankruptcy. If City or Intermedix: (i) apply for or
consent to the appointment of a petition in bankruptcy; (ii) make a general assignment for the
benefit of creditors; (iii) file a petition or answer seeking reorganization or arrangement with
creditors; or (iv) 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
(subsections. (i) through (iv), each a "Bankruptcy Event"), this Agreement shall terminate
automatically and immediately upon written notice from the other party to the party who has
incurred a Bankruptcy Event.
14.03 Rights Upon Termination. If this Agreement is terminated without cause,
Intermedix shall be entitled to recover when due and payable hereunder, all amounts owed to
Intermedix hereunder accrued but unpaid as of the date of termination. Following termination of
this Agreement without cause, for a period of ninety (90) days (the "Transition Period"),
Intermedix, 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 Intermedix prior to the
effective date of termination, subject to the terms and conditions of this Agreement, for the fee set
forth in Section 5 above. At the end of the Transition Period, Intermedix shall return all records
to City in a commercially standard format on a commercially standard media as determined by
Intermedix in its sole discretion; provided, however, that Intermedix may keep any copies of
records in accordance with applicable law. 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
fiom 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.
15. FORCE VIAJEURE. Except for City's obligation to pay, when due, the fees and
compensation owed to Intermedix pursuant to the terms and conditions of this Agreement, neither
City nor Intennedix shall be considered to be in default of this Agreement if delays in or failure of
performance shall be due to a Force Majeure Event (as defined below), the effect of which, by the
exercise of reasonable diligence, the non-performing party could not avoid. The term "Force
Majeure Event" 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 and includes, but is not limited to fire, flood, earthquakes, storms, lightning,
natural disaster, epidemic, war, riot, civil disturbance, sabotage, terrorism and governmental
actions. 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.
16. GOVERNING LAW. This Agreement will be governed by and construed in accordance
with the laws of the State of Florida, inclusive of its rules governing choice of law and conflict of
laws.
17. GENERAL WARRANTIES AND DISCLAIMERS.
17.01 Corporate Authority. Each party warrants that it is a duly organized and validly
existing corporation and has complete and unrestricted corporate power and authority to enter into
this Agreement.
17.02 Disclaimer. THE WARRANTIES EXPRESSLY PROVIDED IN THIS
AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON -
INFRINGEMENT, WHICH WARRANTIES ARE HEREBY SPECIFICALLY DISCLAIMED.
NO REPRESENTATIVE OF INTERMEDIX SHALL HAVE THE RIGHT TO MADE
WARRANTIES ON INTERMEDIX'S BEHALF UNLESS THOSE WARRANTIES ARE IN
WRITING AND EXECUTED BY A DULY AUTHORIZED OFFICER OF INTERMEDIX.
18. 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 access to the
Services.
19. ASSIGNMENT OF AGREEMENT, This Agreement will bind and inure to the benefit
of each party's permitted successors and assigns. Neither party shall assign this Agreement
without the express written consent of the other party, and such consent shall not be unreasonably
withheld. Notwithstanding the foregoing sentence, Intermedix may, upon notice to City, assign
this Agreement to any affiliate or any entity resulting from the sale, combination or transfer of all
or substantially all of the assets or capital stock, or from any other corporate form of reorganization
by or of Internnedix. Intermedix may subcontract any of its obligations under this Agreement, and
may perform those obligations through personnel employed by or under contract with Intermedix.
20. NOTICES. Any notice directed to the parties' legal rights and remedies under this
Agreement will be provided in writing and will reference this Agreement. Such notices will be
deemed given if sent by: (i) facsimile, when complete transmission to the recipient is confirmed
by the sender's facsimile machine; (ii) postage prepaid registered or certified U.S. Post mail, then
five (5) working days after sending; or (iii) commercial courier, then at the time of receipt
confirmed by the recipient to the courier on delivery. All notices to a party will be sent to its
address set forth below, or to such other address as may be designated by that party by notice to
the other party in accordance with this Section:
To City: City of Lake Mary
Attn: City Manager
PO Box 958445
Lake Mary, FL 32795-8445
To Intermedix: Brad Williams
CAO & VP
Intermedix Corporation
6451 North Federal Highway, Suite 1000
Fort Lauderdale, Florida 33308
21. SEVERABILITY. If all or a part of a provision of this Agreement is found illegal or
unenforceable, it will be enforced to the maximum extent permissible, and the legality and
enforceability of the remainder of that provision and all other provisions of this Agreement will
not be affected.
22. ENTIRE AGREEMENT. This Agreement, including exhibits, attaclunents and written
terms incorporated by reference, is the complete and exclusive agreement between the parties with
respect to the subject matter hereof, superseding and replacing any and all prior agreements,
communications, and understandings (both written and oral) regarding such subject matter. Pre-
printed terms and conditions on or attached to any City purchase orders or other business forms
shall be of no force or effect, even if Intermedix acknowledges or accepts them.
23. AMENDMENT/WAIVER. This Agreement may be modified, or any rights under it
waived, only by a written document executed by both parties. Any failure of a party to exercise
or enforce any of its rights under this Agreement will not act as a waiver of such rights.
24. 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.
25. CONSTRUCTION OF AGREEMENT. This Agreement has been negotiated by the
parties and its provisions will not be presumptively construed for or against the other party. The
headings and Section titles in this Agreement are for convenience only, and will not affect the
construction or interpretation of this Agreement.
26. NO THIRD PARTY BENEFICIARIES. Except as expressly provided in this
Agreement, nothing in this Agreement shall confer upon any person other than the parties and their
respective successors and assigns, any rights, remedies, obligations or liabilities whatsoever.
27. COUNTERPARTS. The parties may execute this Agreement in one or more counterparts,
each of which shall be an original, and which together shall constitute one instrument.
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their
authorized representatives as of the Effective Date.
ADVANCED DATA PROCESSING, INC.,
a subsidiary of INTERMEDIX CITY OF LAKE MARY, FLORIDA, A
CORPORATION, a DELAWARE MUNICIPAL CORPORATION`
CORPO TION
By: l By: 446
Name: „off:
Title: ��. �:�� ��� TitlCity Manager
ATTE C�.._
Name:
Title: City Clerk
Approved as to form and legal sufficiency:
By:
City Attorney
APPROVED BY
CITY COMMISSION
Exhibit A
Scope of Services
Base Services and Obligations:
A. Intermedix shall provide revenue cycle management services for City as described below.
Intermedix shall, during the Term:
1. Prepare and submit initial claims and bills for City promptly upon receipt thereof,
and prepare and submit secondary claims and bills promptly after identification of the need to
submit a secondary claim.
2. Assist City in identifying necessary documentation in order to process and bill the
accounts.
3. Direct payments to a lockbox 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 Intermedix.
S. Respond to and follow up with Payors and respond to messages or inquiries from a
Payor.
6. Provide appropriate storage and data back-up for records pertaining to City's bills
and collections hereunder, accessible to City at reasonable times.
7. Maintain records of services performed and 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. Intermedix will support the provider ("City") in filing and maintaining required
documentation and agreements with commonly -used Payors (e.g. Medicare, Medicaid, Champus,
etc.). The provider ("City") will maintain responsibility for enrollment, required. documentation,
and agreements with Out of State Payers, such as Out of State Medicaid programs, and other payors
not commonly billed. Intermedix will keep the City 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 reports.
12. Utilize up-to-date knowledge and information with regard to coding requirements
and standards, to comply with applicable federal, state and local regulations.
13. Reconcile number of transports processed with those received.
14. Provide a designated liaison for City, patient and other Payor concerns.
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
disposed materials containing such information.
17. Establish arrangements with hospitals to obtain/verify patient insurance and contact
information.
18. Respond to any City, Payor or patient inquiry or questions promptly.
19. Maintain appropriate accounting procedures for reconciling deposits, receivables,
billings, patient accounts, adjustments and refunds.
20. Provide reasonable access to City for requested information in order for City to
perform appropriate and periodic audits. Reasonable notice will be given to Intermedix for any
planned audit and will be conducted during normal business hours of Intermedix, all at the City's
expense.
21. Provide timely reports in a mutually agreed upon format facilitating 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. Intermedix acknowledges its obligations as the City's Business Associate under the
requirements of Identity Theft Red Flag Rules promulgated under the Fair and Accurate Credit
Transactions Act of 2003 ("Red Flag Rules") found in C.F.R. Part 681. Intermedix will ensure
that its activities for the City are conducted in accordance with reasonable policies and procedures
designed to detect, prevent and mitigate the risk of identity theft. Intermedix will use reasonable
efforts to ensure that any agent or third party who performs services on Intermedix's behalf in
connection with this Agreement, including subcontractors, also agree to implement reasonable
policies and procedures designed to detect, prevent and mitigate the risk of identity theft.
Intermedix will alert the City of any red flag incident which it becomes aware, and the steps that
are being taken to mitigate any potential security compromise.
24. Assign billing to patient account numbers providing cross-reference to City's
assigned transport numbers.
25. Maintain responsibility for obtaining missing or incomplete insurance information.
26. Provide accurate coding of medical claims based on information provided by City.
27. Make recommendations for fee schedule changes and regularly advise the City on
changes in statutes and industry regulations
28. Negotiate and arrange modified payment schedules for individuals unable to pay
full amount when billed.
29. Retain accounts for a minimum of twelve (12) months (unless otherwise specified
by mutual agreement) and after twelve (12) months turn over accounts for which no collection has
been made (unless insurance payment is pending) to an agency designated by City.
30. Permit real-time read only electronic look -up access by City to Interinedix's Billing
Service to obtain patient data and billing information.
31. Maintain records in an electronic format that is readily accessible by City personnel
and that meets federal and state requirements for maintaining patient medical records.
32. Maintain daily deposit control sheets and original documentation.
33. 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).
34. Provide TripTix based reporting extract of data required by state or local regulatory
authorities connectivity/interface in a format reasonably required by such authorities.
35. Provide HIPAA Privacy Notice to transported, billed patients as an insert into the
initial billing notice mailed to patients.
B. Cit3)'s Responsibilities and Obligations:
1. From each person who receives EMS from City ("Patient"), City shall use its best
efforts to obtain and forward the following information ("Patient Information") to Intermedix:
(i) the Patient's full name and date of birth;
(ii) the mailing address (including zip code) and telephone number of the
Patient or other party responsible for payment ("Guarantor");
(iii) the Patient's social security number;
(iv) the name and address of the Patient's health insurance carrier, name of
policyholder or primary covered party, and any applicable group and identification numbers;
(v) the auto insurance carrier address and/or agent's name and phone number if
an automobile is involved;
. (vi) the employer's name, address and. Workers Compensation Insurance
information if the incident is work related;
(vii) the Patient's Medicare or Medicaid HIC numbers if applicable;
(viii) 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;
(ix) the call times, transporting unit, and crew members with their license level,
i.e. EMT -B, EMT -I, or EMT -P;
(x) odometer readings or actual loaded miles down such that loaded miles may
be calculated;
(xi) any other information that Intermedix may reasonably require to bill the
Patient or other Payor.
2. City will provide Intermedix with necessary documents required by thud parties to
allow for the electronic filing of claims by Intermedix on City's behalf.
3. City will provide Inteimedix with its approved billing policies and procedures,
including dispatch protocols, fee schedules and collection protocols. City will be responsible for
engaging any third party collection service for uncollectible accounts after Intermedix has
exhausted its collection efforts.
4. City will timely process refunds identified by Intermedix for account
overpayments.
5. City will provide a lock box or bank account address to Intermedix and will instruct
the lock box or bank custodian agency to forward all documents to Intermedix for processing.
6. City will provide Intermedix with daily bank balance reporting capabilities via the
bank's designated web site.
7. City will cooperate with Intermedix in all matters to ensure proper compliance with
laws and regulations.
8. City represents and warrants to the best of its knowledge, that all of its employees,
and personnel involved in the delivery of EMS or otherwise performing services for City: (i) hold
the licensure or certification required to perform such services, (ii) have not been convicted of a
criminal offense related to health care or been listed as debarred, excluded or otherwise ineligible
for participation in a Federal health care program and (iii) are not excluded persons listed on any
of the following: (a) the Office of the Inspector General List of Excluded Individuals and Entities;
(b) the General Services Administration's Excluded Parties List; and (c) the Office of Foreign
Asset Control's Specially Designated Nationals List.
9. City agrees that it will forward to Intermedix copies of checks, or other payment
documentation requested by Intermedix relating to the subject matter of this Agreement, within 10
days of the date of receipt of those payments.
10. City agrees to notify Intermedix in the event that their Electronic Patient Care
Reporting (ePCR) vendor performs any system upgrades. Notification may be made in writing to
support ,jntermedix.com.
Exhibit B
Business Associate Agreement
The Business Associate Agreement ("Agreement") previously executed between City and
Intern-iedix, executed as of March 19, 2014 attached herewith, supplements and is made part of
this Agreement.
I.XHIBBIT B
BUSMSS ASSOCIATE AGIREElYZENT
This Business Associate Agreement ("Agreement"} is entered into between CITY OF LAKE
MARY- ("Covered Entity") and INTERMEDIK CORPORATION, a DELAWARE
CORPORATION, on behalf of itself and its subsidiaries and affiliate's {"Business Associate"),
effective as of the date executed by both parties below (the "Effective Date").
WHEREAS, Coveted Entity and Business Associate have entered into, or plan to enter into,
an agreement or other documented arrangement (the "Underlying Agreement"), pursuant to which
Business Associate may provide services for Covered Entity that require Business Associate to
access, create and use Protected Health Information (`PHl") that is confidential raider state and/or
:federal law; and
WHEREAS, Covered Entity and Business Associate intend to protect the privacy and
provide for the security of PI -11 disclosed by Covered Entity to Business Associate, or collected or
created by Business Associate pursuant to the Underlying Agreement, in compliance with the Health
Insurance Portability and Accountability Act of 1996, Public Law -104-191. ("HIPAA"), and the
regulations promulgated there under, including, without limitation, the regulations codified at 45
CFR Parts 160 and 164 (`'IHIPAA Regulations"); the Health Information Technology for Economic
and Clinical Health Act, as incorporated in the American Recovery and Reinvestment Act of 2009,
and its implementing regulations and guidance issued by the Secretary of the Department of Health
and Human Services (the "Secretaty") (the "14MCH Act'); and other applicable state and federal
laws, all as amended from time to time, including as amended by the Final Rule issued by the
Secretary on January 17, 2013 titled "Modifications to the HIPAA Privacy, Security, Enforcement,
and Breach Notification Rules under the Health Information Technology for Economic and Clinical
Health. Act and the Genctie Information Nondiscrimination Art; Other Modifications to the HIPAA
Rules"; and
WHEREAS, the HIPAA Regulations require Covered Entity to enter into an agreement with
Business Associate meeting certain requirements with respect to the Use and Disclosure of PHI,
which are met by this Agreement.
NOW, THEREFORE, in. consideration of the mutual promises contained herein and the
exchange of information pursuant to this Agreement, the parties agree as follows:
1. Definitions.
Capitalized terms used herein without definition shall have the meanings ascribed to
them iu the HIPAA Regulations or the BITECH Act, as applicable unless otherwise defined herein.
2. Obligations of )Business Associate.
a. Permitted Uses and Disclosures. Business Associate shall only Use or
Disclose PHI for the purposes of (i) performing Business. Associate's obligations under the
Underlying Agreement and as permitted by this Agreement; or (ii) as permitted or Required By Law;
or (iii) as otherwise permitted by this Agreement. Business Associate shall not Use or further
Disclose PHl other than as permitted or required by this Agreement or as Required By Law. Further,
Business Associate shall not Use or Disclose PHI in any manner that would constitute a violation of
the EIPAA Regulations or the HrMCH Act if so used by Covered Entity, except that Business
Associate may Use PI -11 (I) for the proper nmziageinent and administration of Business Associate; and
(ii.) to carry out tho legal responsibilities of Business Associate. Business Associate may Disclose
PHI fox the proper management and administration of Business Associate, to carry out its legal
responsibilities or for payment purposes as specified in 45 CFR § 164.506(c)(1) and (3), including
but not limited. to Disclosure to a business associate on behalf of a covered entity or health care
provider for payment purposes of such covered entity or health care provider, with the expectation
that such parties will provide reciprocal assistance to Covered Entity, provided that with respect to
any such Disclosure either: (i) the Disclosure is Required By Law; or (ii.) for permitted Disclosures
when Required By Law, Business Associate shall obtain a written agreement from the person to
whom the PHI is to be Disclosed that such person will hold the PI -I1 in confidence and will not use
and fllrther disclose such PER except as Required By Law and for the purpose(s) for which it was
Disclosed by Business Associate to such person, and that such person will notify Business Associate
of any instances of which it is aware in which the confidentiality of the PM has been breached. .
b. , propriate Safe iig_ arils. Business Associate shall implement administrative,
physical and technical safeguards that (i) reasonably and, appropriately protect the confidentiality,
integrity and availability of electronic P111 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
Underlying Agreement and this Agreement.
C. Compliance with Security Provisions. Business Associate shall: (i)
implement and maintain adn-iniistrative safeguards as required by 45 CPR § 164.308, physical
safeguards as required by 45 CPR § 164.310 and technical safeguards as required by 45 CTR
§ 164.31% (ii) implement and docummit reasonable and appropriate policies and procedures as
required by 45 CFR § 164,316; and (iii) be in compliance with all mquirornents of the HITECH Act
related to security and applicable as if Business Associate were a "covered entity," as such term is
defined in BIPAA.
d. Compliance with Privacy Provisions. Business Associate shall only Use and
Disclose PI -11 in compliance with each applicable requirement of 45 CFR § 164.504(e). Business
Associate shall comply with all requirements of fhe HITECH Act related to privacy and applicable as
if Business Associate were a "covered entity," as such term is defined in HIPAA. To the extent
Business Associate is to carry out one or more of Covered Entity's obligation(s) under Subpart E of
45 CFR Part 164, Business Associate shalt comply with the requirements of Subpart E that apply to
Covered Entity in the performance of such obligation(s).
c. Duty to Mitigate. Business Associate agrees to mitigate any harnifiil effect
that is knownto Business Associate of a Use or Disclosure of PIE by Business Associate hi violation
of the requirements of this Agreement.
f. Encryption. To facilitate Business Associate's compliance with this
Agreement and to assure adequate data security, Covered Entity agrees that all PHI provided or
transmitted to Business Associate pursuant to the Underlying Agreement shall be provided or
transmitted in a manner which renders such PHI unusable, uuzeadable or indecipherable to
unauthorized persons, through the use of a technology or methodology specified by the Secretary in
the guidance issued under section 13402(h)(2) of the HITECH Act. Covered Entity acknowledges
that failure to do so could confribute to or po nnit a Breach requiring patient notification under the
MTECI-1 Act and further agrees that Business Associate shall have no liability for any Breach causes{
by such. failure.
3. Reporting.
a. Security incidents and/or Unauthorized Use or Disclosure. Business
Associate shall report to Covered Entity a successful Security Incident or any Use and/or Disclosure
of PHI other than as provided for by this Agreement or permitted by applicable law within a
reasonable time of becoming aware of such. Security Incident atnd/or unauthorized Use or Disclosure
(but not later than five (5) days thereafter), in accordance with the notice provisions set forth
herein. Business Associate shall take (i) prompt action to cure any such deficiencies as reasonably
requested by Covered Entity, and (li) any action pertaining to such Security Inoident and/or
unauthorized Use or Disclosure required by applicable federal and state laws and regulations. If such
successful Security Incident or unauthorized Use or Disclosure results in a Breach as defined in the
HITECH Act, then Business Associate shall comply with the requirements of Section 3,b below.
b. Breach of Unsecured PIS. The provisions of this Section 3.b are effective
with respect to the Discovery of a Breach. of Unsecitred PHI occutTing on or after September 23,
2009. With respect to any unauthorized acquisition, access, Use or Disclosure of Covered Entity's
PBI by Business Associate, its agents or subcontractors, Business Associate shall (i) investigate such
unauthorized acquisition, access, Use or Disclosure; (ii) determine whether such unauthorized
acquisition, access, Use or Disclosure constitutes a reportable Breach under the HITECH Act; and
(iii) document and retain its findings under clauses (i) and (ii). If Business Associate Discovers that
a reportable Breach has occurred, Business Associate shall notify Covered Entity of such reportable
Breach in writing within thirty (30) days of the date Business Associate Discovers such Breach.
Business Associate shall be deemod to have discovered a Breach as of the first day that the Breach is
either known to Business Associate or any of its employees, officers or agents, other than the person
who committed the Breach, or by exercising reasonable diligence should have been known to
Business Associate or any of its employees, officers or agents, other than the person who committed
the Breach, To the extent the information is available to Business Associate, Business Associate's
written notice shall include the information, required by 45 CFR § 164.410(o), Business Associate
shall promptly supplement the written report with additional information regarding the Breach is it
obtains such information. Business Associate shall cooperate with Covered Entity in meeting
Covered Entity's obligations under the T. -ITEM Act with respect to such Breach.
4; Business Associate's Agents. To the extent that Business Associate uses one or more
subcontractors or agents to provide services under the Underlying Agreement, and such
Subcontractors or agents receive or have access to PHI, Business Associate shall sign an agreement
with such subcontractors or agents containing substantially the some provisions as this Agreement,
5, Rights of Individuals.
a. Access to PHI. Within ten (10) days of receipt of a request by Covered
Entity, Business 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 45 CFR § 164,524: Subject to Section 5.b below, (i) in the event that any
,Individual requests access to PHI directly from Business Associate in connection with a routine
billing inquiry, Business Associate shall directly respond to such request in compliance with 45 CFR
§ 164.524; and (ii) in the event such request appears to be for a purpose other than a routine billing
inquiry, Business Associate shall forward a copy of such request to Covered Entity and shall fully
cooperate with Covered Entity in responding to such request. In either case, a denial of access to
requested PHI shall not be made without the prior written consent of Covered Entity,
b, Access to Electronic Health Records, If Business Associate is deemed to use
or maintain an Electronic Health Record on behalf of Covered Entity with respect to PHI, then, to the
extent an Individual has the right to request a copy of the PHI maintained in such Electronic Health
Record pursuant to 45 CPR § 164.524 and makes such a request to Business Associate, Business
Associate shall provide such. Individual with a copy of the information contained in such Electronic
Health Record in an electronic format and, if the Individuial-so chooses, transmit such copy directly
to an entity or person designated by the individual. Business Associate may charge a fee to the
Individual for providing a copy of such information, but such fee may not exceed Business
Associate's labor costs in responding to the request for the copy. The provisions of 45 CFR
§ 164,524, including the exceptions to the requirement to provide a copy of PHI, shall otherwise
apply and Business Associate shall comply therewith as if Business Associate were the "covered
entity," as such term is defined in HIPAA, At Covered Entity's request, Business Associate shall
provide Covered Entity with a copy of an Individual's 11141 maintained in an Electronic Health
Record in an electronic format and in a three and manner designated by Covered Entity in order for
Covered Entity to comply with 45 CFR § 164.524, as amended by the HITECH Act,
G. Amendment of PHI. Business Associate agrees to make any amendment(s) to
PHI in a Designated Record Set that: Covered Entity directs or agrees to pursuant to 45 CFR
§ 164.526 at the request of Covered Entity or an Individual, and in the time and manner designated
by Covered Entity.
d, Accounting Rights. This Section 5.d is subject to Section 5.e below. Business
Associate shalt make available to Covered Entity, in response to a request from an Individual,
information required for an accounting of disclosures of PBI with respect to the Individual, in
accordance with 45 CER § 164.528, incorporating exceptions to such accounting designated under
such regulation, Such accounting is limited to disclosures that were made hi the six (6) years prior to
the request and shall not include any disclosures that were made prior to the compliance date of the
HIPAA Regulations. Business Associate shall provide such information as is necessary to provide an
accounting within ten (10) days of Covered Entity's request. Such accounting must be provided
without cost to the Iudividual or to Covered Entity if it is the first accounting requested by an
Individual within any twelve (12) :month period; however, a reasonable, cost -based fee may be
charged for subsequent accountings if Business Associate informs Covered Entity and Covered
Entity informs the Individual in advance of the fee, and the Individual is afforded an opportunity to
withdraw or modify the request, Such accounting obligations shall survive termination of this
Agreement and shall continue as long as Business Associate maintains PHL
C. Accounting of Disclosures of Electronic Health Records. The provisions of
this Section 5.e shall be effective on the date specified in the HITECH Act. If Business Associate is
deemed to use or maintain an Electronic Health Record on behalf of Covered Entity, then, in addition
to complying with the requirements set forth in Section 5,d above, Business Associate shall maintain
an accounting of any Disclosures made through such Electronic Health Record for Treatment,
Payment and Health Care Operations, as applicable. Such accounting shall comply with the
requirements of the HITECH Act. Upon request by Covered Entity, Business Associate shall
provide such accounting to Covered Entity in the time and manner specified by Covered Entity and
in compliance with the HITECH Act. Alternatively, if Covered Entity responds to an Individual's
request for an accounting of Disclosures made through an Electronic Health Record by providing the
requesting Individual with a list of all business associates acting on behalf of Covered Entity, then
Business Associate shall provide such accounting directly to the requesting Jndividual ui the time and
manner specified by the HHTECH Act.
£ Ageement to Restrict Disclosure. Hf Covered Entity is required to comply
with a restriction on the Disclosure of PHI pursuant to Section 13405 of the HITECH Act, then
Covered Entity shall, to the extent necessary to comply with such restriction, provide written notioe
to Business Associate of the name of the Individual requesting the restriction and the PIE affected
thereby. Business Associate shall, upon receipt of such notification, not Disclose the identified PHI
to any health plan for the putToses of carrying out Payment or Health Care Operations, except as
otherwise required by law. Covered Entity shall also notify Business Associate of any other
restriction to the Use or Disclosure of PHI that Covered Entity has agreed to in accordance with 45
CFR § 164,522.
6. Remuneration and Marketing.
a. Remuneration for PHI. This Section 6.a shall be effective with respect to
exchanges of PHI occurring six (6) months after the date of the promulgation of final regulations
implementing the provisions of Section 13405(d) of the HITECH Act, On and after such date,
Business Associate agrees that it shall not, directly or indirectly, receive remuneration in exchange
for any PHl of Covered Entity except as athenvise permitted by the HITECH Act.
b. Limitations on Use of PHI for Marketing- Purposes. Business Associate shall
not Use or Disclose P11I for the purpose of making a communication about a product or service that
encourages recipients of the communication t6 purchase or use the product or service, unless such
cowTuunioation, (1) complies with the requirements of subparagraph (i), (ii) or (iii) of paragraph (1)
of the definition of marketing contained in 45 CFR § 164.501, and (2) complies with the
requirements of subparagraphs (A), (B) or (C) of Section 13406(x)(2) of the MTECH Act, and
implementing regulations or guidance that may be issued or amended from time to time.
7. Govetamental Access to Records. Business Associate shall make its internal
practices, books and records relating to the Use and Disclosure of PIE available to the Secretary for
purposes of determining Covered Entity's compliance with the HIPAA Regulations and the HHTECR
Act. Exeept to the extent prohibited. by law, Business Associate agrees to notify Covered Entity of
all requests served upon Business Associate for information or documentation by or on behalf of the
Secretary. Business Associate shall provide to Covered Entity a copy of any PHI that Business
Associate provides to the Secretary concurrently with providing such PHI to the Secretary.
8. Minimum Necessary. To the extent required by the HITECH Act, Business
Associate shall limit its Use, Disclosure or request of P1 -1I to the Limited Data Set or, if needed, to
the - minimum necessary to accomplish the intended Use, Disclosure or request, respectively.
Effective on the date the Secretary issues guidance on what constitutes "mininnun necessary" for
purposes of the HHPAA. Regulations, 13usiness Associate shall limit its Use, Disclosure or 1equest of
PHI to only the mininitmi necessary as set forth in such guidance.
9. State Frivapy Laws, Business Associate shall comply with state laws to extent that
such state privacy laws are not preempted by HIPAA or the 1dJTFC.H Act.
10. Termination,
a, Breach by Business Associate, If Covered Entity knows of an activity or
practice of Business Associate that constitutes a material breach or violation of Business Associate's
obligations under this Agreement, then Covered Entity shall promptly notify Business Associate,
With respect to such breach or violation, Business Associate shall take reasonable steps within five
(S) days to cure such breach or end such violation. If such steps arc either not possible or are
unsuccessful, upon written notice to Business Associate, Covered Entity may terminate its
relationship with Business Associate,
h. Breach by Covered Entity. If Business Associate knows of a pattern of
activity or practice of Covered Entity that constitutes a material breach or violation of Covered
Entity's obligations under this Agreement, then Business Associate shallpromptly notify Covered
Entity. With respect to such breach or violation, Covered Entity shall take reasonable steps to cure
such breach or end such violation, if possible. If such steps are either not possible or are
unsuccessful, upon written notice to Covered Entity, Business Entity may terminate its relationship
with Covered Entity.
c, Effect of Termination. Upon termination of this Agreement for any reason,
Business Associate shall either return or destroy all PM, as requested by Covered Entity, that
Business Associate or its agents or subcontractors still maintain in any form, and shall retain no
copies of such PHI. If Covered Entity requests that Business Associate retu7n PHI, such PEI shall be
returned in a mutually agreed upon format and timeframe. If Business Associate reasonably
determines that return or destruction is not feasible, Business Associate shall continue to extend the
protections of this Agreement to such PHI, and limit further uses and disclosures of such PI -11 to
those purposes that make the return or destruction of such PHI not feasible. If Business Associate is
asked to destroy the PHT, Business Associate shall destroy PHI in a manner that renders the PHI
unusable, unreadable or indecipherable to unauthorized persons as specified in the I-IITECH Act,
11. 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
ensure compliance with such developments. The parties specifically agree to take such action as is
necessaxy to implement arty new or modified standards or requirements of HIPAA, the HIPAA
Regulations, the HITECH Act and other applicable laws relating to the security or confidentiality of
PI -11. Upon the request of. Covered Entity, Business Associate agrees to promptly enter into
negotiation concerning the terms of an amendment to this Agreement incorporating any such
changes,
12. Effect on Underlyn:ig Agreement, In the event of any conflict between this
Agreement and the Underlying Agreement, the terms of this Agreement shall control.
13. Survival, The provisions of this Agreement shall survive the termination or
expiration of the Underlying Agreement.
14. Inteijretation,. This Agreement shall be interpreted as broadly as necessary to
implement and comply with HIPAA, the HI AA Regulations and the ITITECH Act. The parties
agree that any ambiguity in this Agreement shall be resolved in favor of a meaning that complies and
is consistent with such laws.
15, Governing taw, This Agreement shall be construed in accordance with the laws of
the State of Florida.
16. Notices. All notices required or permitted ruder this Agreement shall be in writing
and sent to the other patty as directed below or as otherwise directedby 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, e-mail or personal or cornier
delivery:
If to Covered Entity: City of Lake.Mary
PO Box 958445
Lake Mazy, FL 32795-08445
Attu: City Manager
Telephone rio:, 407-585-1419
Facsits►ile no: 407,-585-1498
If to Business Associate: Intermedix Coiporation
6451 N. Federal Highway, Suite 1000
Ft. Lauderdale, Fl 33308
Attn: Gregg $loon, Chief Compliance Officer
Telephone no: 954-308-8702
Facsimile no: 954-308-8725
17. Business Associate recognizes that it must also comply with the Public Records Act,
Chapter 119.
18*. Business Associate will indemnify and hold Covered Entity hatmiess from any and all
claims, damages, losses, oP expenses, inoltiding but not limited to. reasonable attorneys' fees, arising
out of third party claims for breach of this Agreement, but only to the extent caused by the.willfill
misconduct or negligent acts or omissions of Business Associate or its employees, agents,
representatives, consultants or its subcontractors,
IN WITNESS N WIEREOF, the parties Hereto Have duly executed this as of the Effective
Date.
COVERED ENTITY
N e: cqueline B/ Sc�va
Title: CitY Manager
Date:, March 19t2014
BUSINESS ASSOCIATE
G
By`
Name: GreggB� m
Title: Chief lance Officer
Date: March 17, 2014
Exhibit C
Optional Services
Intermedix will provide the following specific optional services by mutual written agreement
between Intermedix and City:
1. If City has purchased TripTix® product pursuant to the terms and conditions of the
Addenduin to this Agreement, Intermedix shall provide TripTix@ based reporting extract of data
required by state or local regulatory authorities' connectivity/interface in a format reasonably
required by such authorities.
Exhibit D
Resolution No. 947- Transport Rates
RESOLUTION NO. 947
A RESOLUTION OF THE CITY OF LAKE MARY, FLORIDA, AMENDING
RESOLUTION NO. 735, AMENDING FEES CHARGED FOR EMERGENCY
MEDICAL SERVICES (EMS) TRANSPORT; PROVIDING AN EFFECTIVE
DATE.
WHEREAS, the City Commission adopted Resolution No. 656 on July 19, 2001,
establishing fees for EMS transport as the transport fee of Seminole County, which is
the maximum allowable by Medicare/Medicaid; and
WHEREAS, the City Commission adopted Resolution No. 735 on February 3,
2005, amending fees for EMS transport to be the maximum allowable by
Medicare/Medicaid; and
WHEREAS, it is the desire of the City to recover costs to the extent possible; and
WHEREAS, the City Commission has determined that fees will be adopted from
time to time, to cover all or a portion of the costs of the services, training, and the use of
equipment and facilities provided by the City; and
WHEREAS, it is the desire of the City to provide uniformity with Seminole
County's fees for EMS transport services due to the interlocal response of Seminole
County for coverage within the City limits.
NOW, THEREFORE BE IT RESOLVED by the Mayor and City Commission of
the City of Lake Mary, Florida, that:
Section 1. Resolution No. 735 is amended as follows:
The medical transport fee shall be set as per the EMS Transport Rate of Seminole
County and shall automatically adjust per authorized adjustments by Seminole County.
These fees currently are:
➢ BLS Emergency
$453.00
➢ ALS -1 Emergency
$538.00
➢ ALS -2 Emergency
$780.00
3> Mileage
$9.00 per mile
Section 2. Effective Date: This Resolution shall take effect immediately upon
passage and adoption.
PASSED AND ADOPTED THIS 181h day of September 2014.
CITY OF LAKE MARY, FLORIDA
MAYOR, DAVIb J. MEALOR
.��
AMENDMENT NO. 1
TO AGREMENT FOR AMBULANCE BILLING AND RELATED PROFESSIONAL SERVICES
WITH ADVANCED DATA PROCESSING, INC. — PIGGYBACK CONTRACT (CITY OF LAKE MARY, FL)
THIS AMENDMENT NO. 1 (the "Amendment") is made and entered into this I st day of October, 2017 (the "Effective
Date") by and between the City of Sanford ("City") and Advanced Data Processing, Inc., a subsidiary of Intermedix
Corporation, a Delaware corporation ("Vendor").
WHEREAS, the City and Vendor entered into an Agreement for Ambulance Billing and Related Professional Services,
effective November 30, 2016, a "Piggyback" Contract with the City of Lake, Mary, FL as permitted by the Purchasing
Policy for the City of Sanford referred herein as the "original government contract".
NOW THEREFORE, the parties agree to amend the original government contract as follows:
1. Subsection 5.01 Fees of Section 5 (COMPENSATION AND METHOD OF PAYMENT) is deleted in its
entirety and replaced with the following:
"5.01 Fees. Vendor shall be paid by City a monthly amount representing fees for the Services provided by Vendor
hereunder, computed as follows:
(a) Six percent (6.0%) of all monies collected by Vendor for EMS billing provided by City less refunds
("Net Collections"); plus
(b) Eleven dollars ($11.00) per Medicaid beneficiary account, plus
(c) Eighty-eight dollars ($88.00) per month for mailing HIPAA-compliant Notice of Privacy Practices to
patients as an insert into the initial billing notice to these patients. Vendor reserves the right to increase
these fees upon thirty (30) days prior written notice to City if postage is increased by the United States
Postal Services, but only in an amount n4cessary to cover additional postage costs. Such increase shall
not require original government contract or consent by City; plus
(d) All amounts set forth in any Exhibit attached hereto."
2. Capitalized terms not otherwise defined in this Amendment shall have the meanings ascribed to such terms in
the original government contract. All terms and conditions of the original government contract are hereby ratified and
shall remain in full force and effect except to the extent this Amendment expressly modifies or is inconsistent with the
terms and conditions of the original government contract, in which case the terms of this Amendment shall be controlling.
IN WITNESS OF, the parties have executed this Amendment to the above -referenced original government contract
effective as of the Effective Date.
CITY:
VENDOR:
CITY OF SANFORD, FL
ADVANCED DATA PROCESSING, INC.
a SUBSIDIARTY OF INTERMEDIX
CORPORATION, a DELAWARE
CORPO TIO/N/
By:
By.
Name:
Name: Brad Williams
Title:
Title: SVP
ATTEST:
City Clerk
APPROVED AS TO FORM AND CONTENT:
City Attorney
PAGE 'I
AMENDMENT NO.1
TO AGREMENT FOR AMBULANCE BILLING AND RELATED PROFESSIONAL SERVICES
WITH ADVANCED DATA PROCESSING, INC. — PIGGYBACK CONTRACT (CITY OF LAKE MARY, FL)
THIS AMENDMENT NO. 1 (the "Amendment") is made and entered into this 1 st day of October, 2017 (the "Effective
Date") by and between the City of Sanford ("City") and Advanced Data Processing, Inc., a subsidiary of Intermedix
Corporation, a Delaware corporation ("Vendor").
WHEREAS, the City and Vendor entered into an Agreement for Ambulance Billing and Related Professional Services,
effective November 30, 2016, a "Piggyback" Contract with the City of Lake, Mary, FL as permitted by the Purchasing
Policy for the City of Sanford referred herein as the "original government contract".
NOW THEREFORE, the parties agree to amend the original government contract as follows:
1. Subsection 5.01 Feesof Section 5 (COMPENSATION AND METHOD OF PAYMENT) is deleted in its
entirety and replaced with the following:
"5.01 Fees. Vendor shall be paid by City a monthly amount representing fees for the Services provided by Vendor
hereunder, computed as follows:
(a) Six percent (6.0%) of all monies collected by Vendor for EMS billing provided by City less refunds
("Net Collections"); plus
(b) Eleven dollars ($11.00) per Medicaid beneficiary account, plus
(c) Eighty-eight dollars ($88.00) per month for mailing HIPAA-compliant Notice of Privacy Practices to
patients as an insert into the initial billing notice to these patients. Vendor reserves the right to increase
these fees upon thirty (30) days prior written notice to City if postage is increased by the United States
Postal Services, but only in an amount n4cessary to cover additional postage costs. Such increase shall
not require original government contract or consent by City; plus
(d) All amounts set forth in any Exhibit attached hereto."
2. Capitalized terms not otherwise defined in this Amendment shall have the meanings ascribed to such terms in
the original government contract. All terms and conditions of the original government contract are hereby ratified and
shall remain in full force and effect except to the extent this Amendment expressly modifies or is inconsistent with the
terms and conditions ofthe original government contract, in which case the terms ofthis Amendment shall be controlling.
IN WITNESS OF, the parties have executed this Amendment to the above -referenced original government contract
effective as of the Effective Date.
CITY:
VENDOR:
CITY OF SANFORD, FL
ADVANCED DATA PROCESSING, INC.
a SUBSIDIARTY OF INTERMEDIX
CORPORATION, a DELAWARE
By:
CORPO TION
By.
"`•f
Name:
Name: Brad Williams
Title:
Title: SVP
ATTEST:
City Clerk
APPROVED AS TO FORM AND CONTENT:
City Attorney
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