Item G2BOARD OF GOVERNORS FIRE AND AMBULANCE DISTRICT I
AGENDA ITEM SUMMARY
Meeting Date: February 20, 2013 Division: Emergency Services
Bulk Item: Yes X No Department: Fire Rescue
Staff Contact Person: Holly Pfiester 289-6088
AGENDA ITEM WORDING: Approval to award the consultant contract reviewing the billing and collection
on medicare, medicaid, and workers' compensation, automobile, commercial and private pay for both air
ambulance and ground ambulance transportations to EMS Billing and Consulting, sole proprietorship, Jan
Purdin, owner-, approval of Business Associate Agreement with EMS Billing and Consulting.
ITEM BACKGROUND: On January 16, 2013 at 3:00prn the Monroe County purchasing office opened two
(2) responses to our Request for Competitive Solicitations (RFS) for billing consultant to review and evaluate
Monroe County Fire Rescue's EMS ground and air rescue transport billing and collections. These responses are
as follows: EMS Billing and Consulting; Fidelis EMS Billing, LLC. On January 17, 2013 the notice
announcing when the selection committee was going to meet was posted to www.inoiiroecotitity-fl.gov. On
1/29/13, the qualification selection committee met. Both firms were scored by a rating system in the areas of:
1) Expertise/Qualifications of Entity and Key Personnel-25 points 2) Experience with EMS Ground Billing-10
points 3) Experience with EMS Air Billing-25 points 4) Experience in Collections-10 points 5)
Governmental / Municipal Experience-10 points 6) Experience in Florida with regard to Ground and Air
Transport Billing and Collections-10 points 7) Price-5 points and 8) Local Preference-5 points. Once the
scoring was complete, the points for each firm were tallied. The firm with the highest rate based on points
earned, which paralleled the seven points used to measure the experience and qualifications, was determined to
be the best value to the County.
PREVIOUS RELEVANT BOG ACTION: BOG Meeting December 12, 2012, requested to issue a
competitive solicitation (RFS) for review and evaluation of EMS ground and air rescue transport billing and
collections.
CONTRACT/AGREEMENT CHANGES: N/A.
STAFF RECOMMENDATIONS: Approval.
TOTAL COST:— $6,800 BUDGETED: Yes X No
COST TO COUNTY: $6,800 SOURCE OF FUNDS: 141-13001 and 101-11001
REVENUE PRODUCING: Yes No __X� AMOUNT PER MONTH Year
/ 7-
APPROVED BY: County Atty OMB/Purchasing— Risk Management'
i4-1�_
DOCUMENTATION: Included X Not Required
DISPOSITION: AGENDA ITEM #
ITM12411:11,C] 51,11111-1 1� 11
1 111,11 01
... ........ ...
MMINIMI OR win Il I .'I
Contract #
Effective Date:
02/20/2013
05/13/2013
Contract Purpose/Description:
Approval to award the consultant contract -reviewing the billing and collection on
medicare, medicaid, and workers' compensation, automobile commercial and,_Lnvate
12ay for both air ambulanc* and gound. Abu lance transportations to.JMS Billing and
Qonsultinv- sole proprietorship,
Jan_P,urdin ownAr
Contract Manager: Holly Pfiester 6088 Emergency Services Sto
(Ext.) (Department/Stop #)
(Name)
For BOG meeting, on 02/20/2013 kjenda Deadline: 02/05/2013
............... ............... ...................
........................................
MINIMUM=
Total Dollar Value of Contract: $6,800 Current Year $6,800
Portion: 1;
Budgeted? Yes Z No 0 Account Cedes: Dispersird between two (2) cost centers
Grant: $ N/A 13001-530540_= $5,440
County Match: $ 11001-530540 = $1.360
ADDITIONAL COSTS
Estimated Or*oing Costs: $ 0 /yr For: $ 0
(Not included in dollar vat abow) maintenance, utilities, I ianitorial, salaries, etc.)
1E]
N
Changes Date Out
Date In Needed
Division Director Yes o No Z � rX-- L-.�, —ewl
Risk Manakement - 1 Yes LIN2LL�- �j j
&.F-- —GL- _ V - -
O.M.B./Purchasing 13 Yes Ej No[T
U
County Attorney I Yes[:] No[E/
Comments-
rA
BUDGET AND FINANCE DEPARTMENT
PURCHASING OFFICE
TABULATION SHEET
OPEN DATE". January 1R, 2013 AT 3:00 PMj,
TITLE: BILLING CONSULTANT TO REVIEW — EVALUATE MONROE COUNTY FIRE
RESCUE'S EMS GROUND AND AIR RESCUE TRANSPORT BILLING
MONROE COUNTY, FLORIDA
RESPONDENT BID BID AMOUNT
BOND
Fidelis Billing n/a $25,000.00
EMS Billing and Consulting n/a $6,800.00
Bid Committee Present: Gay Curry - Purchasing Office
Members of the Public present:
I hereby certify that this is a true and correct copy of said bid opening and that all bidders listed above have been checked against the
State of Florida Convicted & Suspended Vendor listinge. All bids listed above were received by the date and time specified.
Bid Opened By: Gay Curry - Purchasing Off ice
CONSULTING AGREEMENT
BETWEEN
THE BOARD OF COUNTY COMMISSIONERS
AND
THE BOARD OF GOVERNORS FIRE AND AMBULANCE DISTRICT 1
OF MONROE COUNTY, FLORIDA
AND
EMS BILLING AND CONSULTING
FOR REVIEW AND EVALUATION
OF MONROE COUNTY FIRE RESCUE'S
EMS GROUND AND AIR RESCUE TRANSPORT BILLING AND COLLECTIONS
This agreement (the "Agreement") is made and entered into this 20'b day of February, 2013
by and between the BOARD OF COUNTY COMMISSIONERS and the BOARD OF
GOVERNORS OF FIRE AND AMBULANCE DISTRICT 1, MONROE COUNTY, a
political subdivision of the State of Florida, with principal offices located at 490 63'd Street,
Marathon, FL 33050 (the District and Monroe County are hereinafter referred to collectively
as the "COUNTY"), and EMS BILLING AND CONSULTING, (hereinafter, "Consultant"
or `Business Associate"), as of the latest of the execution dates set forth below in Section
VII.
WITNESSETH:
WHEREAS, the COUNTY intends to enter into an agreement for the provision of
consulting services to analyze and recommend changes to ground and air rescue transport
billing by the Consultant to the COUNTY; and,
WHEREAS, the Consultant represents that it is capable and prepared to provide such
Services:
NOW THEREFORE, in consideration of the promises contained herein, the parties hereto
agree as follows:
1. Term: This agreement commences on February 20, 2013, and terminates on the
earlier of (a) the delivery of the deliverables identified in Attachment A to this Agreement or
ninety (90) days after execution of the contract, whichever comes first.
2. Scope of Services: Within ninety (90) days following execution of this Agreement,
the Consultant shall provide the scope of services described in Attachment A to this
Agreement. The results shall be described in a deliverable consisting of a report delivered
both in hard copy and electronic form, summarizing the results as to each point. The scope
of services may also include the appearance at one Board of County Commissioners/Board
of Governors meeting, which may occur no later than sixty (60) days following delivery of
the report.
3. Compensation: The Consultant shall receive a total of $6,800 as fixed price, full and
final payment for the services described in Attachment A, including all deliverables. There
Page 1 of 10
shall be no further costs or expenses allowed, including but not limited to, travel expenses,
photocopy costs, facsimile charges, overnight or regular U.S. mail expenses, with the
exception that if the attendance of the Consultant is required at a County commission
meeting, then pre -approved travel expenses will be reimbursed, subject to rates in Florida
statutes and County policy, upon presentation of a request for reimbursement on forms
provided by the County. The Consultant shall be paid after delivery of all services identified
in Attachment A, including final delivery of the final report described above, and after
presentation of a final invoice. All invoices shall be paid in accordance with the Florida
Local Government Prompt Payment Act. In the event this Agreement is extended beyond
the expiration of the County's fiscal year, this Agreement is subject to appropriation by the
COUNTY.
4. Termination: The agreement can be terminated by either party with or without
cause with ten (10) days' prior written notice. In the event the termination is without cause,
the COUNTY shall be responsible for reimbursement of compensation, on a quantum meruit
basis, up to the date of termination, in which case the Consultant will deliver all work
product produced to that time.
5. Access to Records and Auditing. Consultant understands and agrees that, unless
specifically exempted by Florida, Chapter 119, Florida Statutes, generally requires public
access to all records and documents. Monroe County shall have access, at all reasonable
times, to all books, records, correspondence, instructions, receipts, vouchers and memoranda
(excluding computer software) pertaining to work under this Agreement for any purpose,
including the purpose of conducting a complete independent fiscal audit. Consultant shall
retain all records required to be kept under this Agreement for a minimum of five years, and
for at least four years after the termination of this agreement. Consultant shall be responsible
for repayment of any and all audit exceptions which are identified by the Auditor General
for the State of Florida, the Clerk of Court for Monroe County, the BOCC, or their agents
and representatives.
6. Modification: Additions to, modification to or deletions from the provisions set forth
in this agreement shall be effective only in writing and with prior approval of the BOCC.
7. Indemnification and Hold Harmless: The Consultant agrees to indemnify and hold
Monroe County BOCC harmless for any and all claims, liability, losses and causes of action
which may arise out of its fulfillment of the agreement. It agrees to pay all claims and
losses, including related court costs and reasonable attorneys' fees, and shall defend all suits
filed due to the negligent acts, errors or omissions of the Consultant employees and/or
agents.
8. Insurance. The coverage provided herein shall be provided by an insurer with an
A.M. Best Rating of VI or better, that is licensed to business in the State of Florida and that
has an agent for service of process within the State of Florida. The coverage shall contain an
endorsement providing sixty (60) days notice to the COUNTY prior to any cancellation of
said coverage. Said coverage shall be written by an insurer acceptable to the COUNTY and
shall be in a form acceptable to the COUNTY.
The Consultant shall obtain and maintain the following policies:
Page 2 of 10
a) General Liability Insurance
Prior to the commencement of work governed by this contract, the Respondent shall
obtain General Liability Insurance. Coverage shall be maintained throughout the life
of the contract and include, as a minimum:
• Premises Operations
• Products and Completed Operations
• Blanket Contractual Liability
• Personal Injury Liability
• Expanded Definition of Property Damage
The minimum limits acceptable shall be:
$500,000 Combined Single Limit (CSL)
If split limits are provided, the minimum limits acceptable shall be:
$250,000 per Person
$500,000 per Occurrence
$ 50,000 Property Damage
An Occurrence Form policy is preferred. If coverage is provided on a Claims Made
policy, its provisions should include coverage for claims filed on or after the
effective date of this contract. In addition, the period for which claims may be
reported should extend for a minimum of twelve (12) months following the
acceptance of work by the County.
The Monroe County Board of County Commissioners shall be named as Additional
Insured on all policies issued to satisfy the above requirements.
b) Professional Liability Insurance
Recognizing that the work governed by this contract involves the famishing of
advice or services of a professional nature, the Respondent shall purchase and
maintain, throughout the life of the contract, Professional Liability Insurance which
will respond to damages resulting from any claim arising out of the performance of
professional services or any error or omission of the Respondent arising out of work
governed by this contract.
The minimum limits of liability shall be:
$500,000 per Occurrence / $1,000,000 Aggregate
c) Vehicle Liability Insurance
Recognizing that the work governed by this contract requires the use of vehicles, the
Respondent, prior to the commencement of work, shall obtain Vehicle Liability
Insurance. Coverage shall be maintained throughout the life of the contract and
include, as a minimum, liability coverage for:
• Owned, Non -Owned, and Hired Vehicles
RgO of 10
The minimum limits acceptable shall be:
$300,000 Combined Single Limit (CSL)
If split limits are provided, the minimum limits acceptable shall be:
$100,000 per Person
$300,000 per Occurrence
$ 50,000 Property Damage
The Monroe County Board of County Commissioners shall be named as Additional
Insured on all policies issued to satisfy the above requirements.
d) Workers Compensation insurance
Prior to the commencement of work governed by this contract, the Respondent shall
obtain Workers' Compensation Insurance with limits sufficient to respond to the
applicable state statutes.
In addition, the Respondent shall obtain Employers' Liability Insurance with limits of
not less than:
$500,000 Bodily Injury by Accident
$500,000 Bodily Injury by Disease, policy limits
$500,000 Bodily Injury by Disease, each employee
e) COUNTY shall be named as an additional insured with respect to Consultant's
liabilities hereunder in insurance coverages for general liability and vehicle liability.
f) Consultant shall require its subconsultants to be adequately insured at least to the
limits prescribed above, and to any increased limits of CONSULTANT if so required
by COUNTY during the term of this Agreement. COUNTY will not pay for
increased limits of insurance for subconsultants.
g) Within fifteen (15) days after execution of this Agreement, Consultant shall provide
to the COUNTY certificates of insurance or a copy of all insurance policies including
those naming the COUNTY as an additional insured. The COUNTY reserves the
right to require a certified copy of such policies upon request. The Agreement shall
be cancelled and treated as void from its inception if proof of coverage is not
provided.
9. Taxes: The County is exempt from federal excise and state sales and use taxes.
10. Independent Contractor: It is the intent of the parties hereto that the Consultant shall
be legally considered as an independent contractor and that neither it nor its employees or
agents shall, under any circumstance, be considered servants or agents of the County and
County shall at no time be legally responsible for any negligence on the part of said
successful responder, its employees or agents, resulting in either bodily or personal injury or
property damage to any individual, firm, or corporation.
Page 4 of 10
11. Disclosure: The Consultant shall be required to list any or all potential conflicts of
interest, as defined by Florida Statute 112 and Monroe County Ethics Ordinance. The
Consultant shall disclose all actual or proposed conflicts of interest, financial or otherwise,
direct or indirect, involving any client's interest which may conflict with the interests of the
County.
12. Assignment: the Consultant shall not assign, transfer, convey, sublet or otherwise
dispose of this agreement, or of any or all of its right, title or interest therein, or his or its
power to execute such contract to any person, company or corporation without prior written
consent of the County.
13. Compliance With Laws: Consultant shall comply with all international, federal, state
and local laws and ordinances applicable to the work or payment for work thereof.
14. Force Maieure: The Consultant shall not be liable for delay in performance or
failure to perform, in whole or in part, the services due to the occurrence of any contingency
beyond its control or the control of any of its subcontractors or suppliers, including but not
limited to weather conditions.
15. Governing Law/Venue: This agreement shall be governed and construed by and in
accordance with the laws of the State of Florida and constitutes the entire agreement
between the County and Consultant. Venue of any court action filed relative to this
agreement shall lie in Monroe County, Florida.
16. Antisolicitation: The Consultant warrants that no person has been employed or
retained to solicit or secure this contract upon an agreement or understanding for a
commission, percentage, brokerage, or contingent fee and that no member of the Monroe
County government or the County has any interest, financially or otherwise in the
Consultant or its subcontractors.
17. Severability: If any provision of the agreement shall be held by a Court of
competent jurisdiction to be invalid or unenforceable, the remainder of this agreement, or
the application of such provision other than those as to which it is invalid or unenforceable,
shall not be affected thereby; and each provision of the agreement shall be valid and
enforceable to the fullest extent permitted by law.
18. Notice: Any notice required or permitted under this agreement shall be in writing
and hand -delivered or mailed, postage prepaid by certified mail, return receipt requested, to
the other party as follows:
For County:
Monroe County Fire Rescue Fire Chief
490 63'd Street Ocean, Suite 140
Marathon, FL 33050
(305) 289-6006
For Consultant:
EMS Billing and Consulting
Attn: Jan Purdin
176 Dove Circle
Royal Palm Beach, FL 33411
(561) 714-4211
Page 5 of 10
19. Ethics Clause: The Consultant warrants that it has not employed, retained or
otherwise had act on its behalf, any former Monroe County officer or employee in violation
of Section 2 or Ordinance No. 10-1990 or any County officer or employee in violation of
Section 3 of Ordinance No. 10-1990. For breach or violation of the provision, the County
may, at its discretion terminate this agreement without liability and may also, at its
discretion, deduct from the agreement or purchase price, or otherwise recover, the full
amount of any fee, commission, percentage, gift, or consideration paid to the former or
present County officer or employee.
20. Public Entity Crime Statement: A person or affiliate who has been placed on the
convicted vendor list following a conviction for public entity crime may not submit a
response on a contract to provide any goods or services to a public entity, may not submit a
response(bid on a contract with a public entity for the construction or repair of a public
building or public work, may not submit responses/bids on leases of real property to public
entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or
consultant under a contract with any public entity, and may not transact business with any
public entity in excess of the threshold amount provided in section 287.017, Florida Statutes,
for CATEGORY TWO for a period of 36 months from the date of being placed on the
convicted vendor list.
21. General Provisions
a) Ownership of files and work product: All files and work product prepared by
Consultant or his or her firm at the expense of County (or for which County is otherwise
billed) is the property of the County. Without COUNTY's prior written approval, this work
product may not be used by Consultant or his or her firm nor disclosed by Consultant or his
or her firm to others, except in the normal course of Consultant's representation of
COUNTY in this matter.
b) Confidentiallproprietary information. Consultant understands that in addition to
documents which fall under the statutory definition of public records, as part of the review,
Consultant may be viewing information and documents that are confidential and proprietary
("Confidential Information') to the third party billing and collection companies under
contract to the County. By signing this agreement, Consultant understands and agrees that
(i) to protect any and all Confidential Information Consultant receives from unauthorized
access, use and disclosure, (ii) not to use the Confidential Information for any purpose other
than performing the services for County; (iii) not to record, copy, or reproduce any
Confidential Information in any form, except to the extent necessary to perform the services
for County; (iv) not to disclose the Confidential Information to, or otherwise permit to
access the Confidential Information, any third party, including without limitation
Consultant's, except as expressly provided herein or with County's prior written consent;
(v) to limit access to and use of the Confidential Information to those of Consultant's
employees who have a need to know such information for the purpose of performing the
services and have acknowledged, in a writing which will be made available to County upon
request, their individual agreement to the terms hereof, and (vi) to take any and all other
steps necessary to safeguard Confidential Information against unauthorized access, use, and
disclosure to at least the extent Consultant maintains the confidentiality of its most
proprietary and confidential information. Consultant further agrees that no amount of
money may compensate the third party billing and collection companies for use and disclose
Page 6 of 10
of their Confidential Information, and therefore, that the County shall be entitled to seek
injunctive relief in order to prevent disclosure of Confidential Information. If, in the event
of disclosure, the County is named in a lawsuit by the third party billing and collection
companies arising out of Consultant's disclosure, the Consultant agrees to defend and
indemnify the County for any losses arising out of Consultant's actions, including but not
limited to damages, attorneys' fees, and costs.
c) Entire Agreement. The entire agreement between the COUNTY and Consultant
with respect to the subject matter hereof is contained in this Agreement. This Agreement
supersedes all prior oral and written proposals and communications between the COUNTY
and Consultant related to this Agreement. No provision of this Agreement shall be deemed
waived, amended or modified by either party unless such waiver, amendment or
modification is in writing and signed by the party against whom the waiver, amendment or
modification is claimed. This Agreement shall be binding upon and inure to the benefit of
the parties hereto, their permitted successors and assigns.
d) In the event any administrative proceeding or cause of action is initiated or defended
by the COUNTY or Consultant relative to the enforcement or interpretation of this
Agreement, the prevailing party shall be entitled to an award of reasonable attorneys' fees
and costs.
e) Non -Discrimination. Consultant shall not discriminate, in its employment practices
and in providing services hereunder, on the basis of race, color, sex, religion, disability,
national origin, ancestry, sexual orientation, gender identity or expression, familial status, or
age, and shall abide by all federal and state laws regarding non-discrimination. Upon a
determination by a court of competent jurisdiction that such discrimination has occurred,
this Agreement automatically terminates without any further action by the COUNTY,
effective the date of the court order. Consultant is aware of the provisions of Section 13-101
through 13-106, Monroe County Code, relating to non-discrimination, and agrees to abide
by the Code's nondiscrimination requirements.
Page 7 of 10
�3.
r =�
l r + 4t `iSCzY Ir
Attachment A
SCOPE OF WORK
As used herein, the term "contracted independent billing agency" includes both the
third party billing company and the collection agency currently under contract with
the County.
The Consultant will review and make recommendations for improvements as to all of the
following:
A. initial Patient Treatment and Information
1. Respondent will review MCFR's records to determine whether sufficient detail
has been given in ePCRs (electronic patient care reports) to the independent
contracted billing agency to support diagnosis and procedure coding, including
insurance and patient demographic information necessary for accurate
identification including name, address, social security number, date of birth, and
telephone number. The Consultant will make any necessary recommendations
for improvement.
2. Respondent will review situations in which immediate medical treatment and
patient transport were administered without patient info being collected. In such
cases, after transporting said patients, the COUNTY requires the contracted
independent billing agency to be solely responsible for retrieving insurance
information and any additional patient information which was not identified in
the ePCR_ The Consultant will make any necessary recommendations for
improvement.
B. Patient Billing
1. Rates charged by the County are set by resolution, and currently are as follows:
Ground Ambulance:
$600.00 for Basic Life Support (BLS)
$600.00 for Advance Life Support One (ALSI)
$800.00 for Advance Life Support Two (ALS2)
Plus $12.00 per mile
Air Ambulance:
$5500.00 for Air Ambulance Transport Fee
Plus $80.00 per mile
Respondent will make recommendations on modifications to the aforementioned
fee for maximization of potential revenues from third -party payers.
2. Respondent will review and validate whether billing agency and collection
companies are compliant in sending invoices and other billing notices according
to the time frames as agreed to in the contracts with the COUNTY. Respondent
will make recommendations on any improvements to billing and initial collection
processes.
Page 9 of 10
C. Patient Filing
1. Respondent will review contracted independent billing agency utilization of the
most up-to-date knowledge and information with regard to coding requirements
and standards and proper preparation of electronic and paper insurance filings to
ensure compliance with applicable Federal, State and local regulations.
D. Specifically relevant to Collections Company
1. Respondent will evaluate independent collection company collection processes
and compliance with terms of contract.
2. Respondent will recommend any modifications or improvements to the above
processes and contracts to meet best industry standards and revenue collection
maximization.
A. Respondent will provide any other recommended modifications or improvements
relative to billing, collections and revenue maximization.
All conclusions, observations and recommendations will be provided to the County in the
form of a report no later than ninety (90) days from the date of execution of the agreement
between the parties.
Page 10 of 10
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* Subr .4issi1 Response Form
* Non 04llusi4n Affidavit
0 A; Criffic Statement
* flobbling and CoMict 8f Interest Clause Form
o *wWorkpl4pe Form g
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o ITidtini'ucatiowand Hold Harmless
o I.Apal Preference Form (if al7pliclibre)
(Check mark items 40ove, as a rrmindtr that they &t included).
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STATE OF
COUNTY OF
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PERSONALLY APPEWD BEFORE ME, the undersij&d
authority, J�9Aj who,after first being sworn by me, (name of
individual signing) affixt-d his/Fdr signaturi in the space ovided above on this
20 dayof
My commission expkes:
NOTARY PUBLIC
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city of f(f./-Pah"t 13S-4-!64- A accordinj to law on my oath,
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competities, as to any matter relating to such prices with any othor respDndent or with
any competiLor,
3) Unless othewise required by law, the prices which have been quoted in this
saliiila-VoTt We iot b
De aiscioseaDylle responaent pnor to soncriatIon op,77"MEM
other respondent or to any competitor; and
4) No attempt has bees made or will be rn�de by the respondgnt to induce any
- tartnershi- or corg-i oration to subor not to submit. a solicitation for the
purpose of resdicting, con1patition; and
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STATE OF 22�)Ilzq'q-
COUNTY OF I A*
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F-IIRA�-e-uxdewiva-ed aut owtv-
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# DD 9495821
PUBLIC ENTITY CRIME STATEMENT
perform worK as a 61aaer, sup.
a contract with any public entity, and may not transact business with any public entity in
excet of the threshold amount provided in Section 287.017, Florida Statutes, for
CATEGORY TWO for a period of 36 months froih the date of beirill placed on the
convicted vendor list."
STATE OF -
COUNTY OF 411?7
(Si;gnature of RespondAit)
z
Date
PERSONALLN6 APPEARED BEFORE ME, the undersigned authority,
who, after fir"st being sworn by me, (name of
ind?vidul s*irW) -affixed his/her signature in the space provided above on this
day of 7 20)
My commission expires:
NOTARY PUBLIC
M-
Feb 2011,
7) n # D 1) 8 2
[UMM 91 "131 DIL1,11 I] A N W
The undersigned Respondent in accordance with Florida Statute 287.087 hereby cerfifies
that:m
FAM Mj"��
(Name o Business)
MtT
iispepsingn, possession, or use of a controlled substafice is prohibited in the workplace
and specifying dm actions that will bdXaken against employees for violations of such
prohibition.
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2. Info employees about the dangers of drug abize in the workplace, the business's
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P*y mqfptaining a dru f.& .,. g- wortplace, any available drij& counseling,
rahabilitation, and einployeemassistance programs, and the penalties that may be imposed
upon employees for drug abuse violations.
3. Gives each employee engaged in providing the commodities or contractual services
that are under solicitation a copy of the statement specified in subsection (1).
4. in the statenent specified in subsection (1), notifies the employees that, as a condition
of wdrlting on 0 corilliwditits or contractual services that are under solicitation, the
employee wilt abide by the terms of the stateirm t and mill notify the employer of any
conviction oe,- or pl& of g,-'w-lty or itiolo coontendre tq, any violation of Chapter 893
(94iita 31=atk�� !I?? +f mry zm�.�nze lzw *f-*.e V.-eftet Zt,?UG
a violatio! oc%;rring in the workplace no later than five (5) days after such conviction.
5. Imposes a sanction on, or require the satisfactory participation in a drug abuse
any employee who is so convicted.
6. Makes agood faith effort to continue to maintain a drug -free workplace through
implementation of this seftion.
Date
RE
LOBBYING AND CONFLICT OF INTEREST CLAUSE
0 0 ;
SWORN STATEMENT WNDER ORDINANCE NO. 10-1990
MONROE COWNTY, FLORIDA
ETMCS CLAUSE
411'a warrants that he/it has not employed,
retainCd or othenm' se hard act dh hishtgo b"P any foAner County. officer or employee in
violation of Section 2 of Ordinance No. 10- 1990 or any County officer or employee in
violation of Section 3 of Ordinance No. 10-1990. For breach or violation of this
provision the County may, in its discretion, terminate this contract without liability and
may also, in its discretion, dedwt from the contractrof purchase price, or othdtwise
recover, the full amountAof any fm,vommission, •ercentqgei , or consid ai
p rati d to
thewformer County officer or employee. 0 on
(Signature) Nei—R'
Date: _A?
STATE OF
COUNTY OF /27
PERSONAL& APPEARED BEFORE ME, the underst .Xned authority,
who, after first being sworn by me, afflixed
signature (name of individual signing) in the space provided above on this day
of
20/-3
CHR E 0 C K
Nolarlipu tit t
d a
My COMM e F e 2014
COMMIS 2
Indemnification and Hold HarmIffs
for
y 0 or osses,# aw*s, an# Texpenses
0 -%
in connedion with, or by reason of service provided by the Bidder or any of its
'gkespdhdants (s) in any fier occasioned by the rx1gliSmo%errot, or other wrongful
su. .4
act or omission of The Respo&er or its sub-RespMder in any tier., their employeeg, or
agdhts.
1,'b &-k-—Lir�wvork of others�, is delayed er,
t L I
jrtygo 4iv
suspdnded as a result of the Responder's failure to purchase or maifitain the required
0
ingurance, the Respondant shall indemnify the County from any and all incMased
expmses res#ng from such delay.
Thl first ton dollars ($10,00) of remuneration paid to the Respondqpt is for the
indemncat4a provided for above.
,r n I se ed
T
reqWrernents contained elsewhere within this agreement.
Respondqpt's Signature S.0/c Owrle*"
a2-6iS
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Paid 1 A-1-i-WOWN-01—/02 AEO A—Y-40
i
Village of Royal Palm Beach
Business Tax Receipt
1050 Royal Palm Beach Blvd.
Royal Palm Beach, FL 33411
Tel- (561)790-5178 Fax: (561)790-5129
EMS BILLING & CONSULTING
176 DOVE CIR
ROYAL,PALM BEACH FL 33411
Business Tax Receipt #
Dear Business Owner:
13-00016839
This is your new Business Tax Receipt, Please keep the upper portion for your records and detach the
bottom of this form. Verify the information and display it conspicuously at your place of business, open
to the view of the public.
This Business Tax Receipt is in addition to and not in lien of any other license or tax required by law or municipal
ordinance and is subject to regulations of zoning, health, and any other lawful authority.
0
Business Tax Receipts may be transferred to a new owner when evidence of a sale is provided-, the original
Busin*s Tax Receipt is surrendered and a transfer fee is paid.
Business Tax Receipts may be transferred to a new location when proof of zoning approval is provided, the original
Business Tad' Receipt is surrendered and a transfer fee is paid.
Business name changeN, require a new Business Tax Receipt,
This Business Tax Receipt expires on September 34), 20-163, Renewal notices are mailed at the beginning of August.
0
If you do Not receive the notice by the end of Aul("'LlSt, Please let uFl know.
We hope you have a successful year.
la"I'ACH AND DISPI-AY H0170M POIt&N
VILLAGE OF ROYAL PA'V9 BEMCH
■ 1050 ROYAL PALOM BEACH BOUI;EAARD %
0 LZ��yYAL PALJ413V.AGH, F.3g411
ti
■
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7 ■
DATE:*12'�21/12
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EMS BML11N�37& CONSUJ,%%NG r-B�GnSIN]T TTtFf7I(C:t W HOME OC N T
176 DO'�E 0 C m7 m
A
0
ROYAL PAVAUCH ED 334.11 0 0 0 0
0 -$100,00-
ri------------------------------------------ ---- I
DISPLAY IN PLACE MW BUSINESS LOCATION: 176 DO E,Cft
NON -TRANSFERABLE ■
A AN %M. GA N A () N
P.O. Box 3353, West Palm Beach, FL 33402-3353 —LOCATED AT**
gT CONHFUT{ONAL TAX Cal LVYG.w www.taxcol}tctorpbc.com Tel: (561) 355-2272
N; (vi Rr,? rh rg. wity
176 DOVE CIR
ROYAL PALM BEACH, FL 33411
TYPE OP BUSINESS dwNER CERTIPICAT(dPJ:� RECE4PT.�lDATE PAID AM7 PAID BILE �
This document is valid only when receipted by the Tax Collector's Officip,
EW BILLING AND CONSULTING
EMS BILLING AND CONSULTING
176 DOVE CIR
ROYAL PALM BEACH, FL 33411
STATE OF FLORIDA
PALM BEACH COUNTY
2012/2013 LOCAL BUSINESS TAX RECEIPT
LBTR Number: 201257636
EXPIRES: SEPTA ER 30. 2013
This receipt does not constitute a franchise,
agreement, permission of authority to perform the
services or operate the business described herein
when a franchim, agranirrunt or other county
commission, state or federal permission of authority
is required by county, state of federal law.
Attachment H (I of 4)
INSURANCE REQUIREMENTS
FOR CONTRACT
As stated on page 4 of 10, 8 (g),
of Consulting Agreement,
Consultant shall provide County
certificates of insurance within
fifteen (15) days upon execution
this agreement.
BILLING CONSULTANT TO REVIEW AND EVALUATE MONROE COUNTY
FIRE RESCUE'S (MCFR) EMS GROUND AND AIR RESCUE TRANSPORT
BILLING AND COLLECTIONS
BETWEEN
MONROE COUNTY, FLORIDA
AND
EMS BILLING AND CONSULTING
Prior to the commencement of work governed by this contract, EMS BILLING AND
CONSULTING shall obtain General Liability Insurance. Coverage shall be maintained
throughout the life of the contract and include, as a minimum:
• Premises Operations
• Products and Completed Operations
• Blanket Contractual Liability
• Personal Injury Liability
• Expanded Definition of Property Damage
The minimum limits acceptable shall be:
$500,000 Combined Single Limit (CSL)
If split limits are provided, the minimum limits acceptable shall be:
$250,000 per Person
$500,000 per Occurrence
$ 50,000 Property Damage
An Occurrence Form policy is preferred. If coverage is provided on a Claims Made policy,
its provisions should include coverage for claims filed on or after the effective date of this
contract. In addition, the period for which claims may be reported should extend for a
minimum of twelve (12) months following the acceptance of work by the County.
The Monroe County Board of County Commissioners shall be named as Additional Insured
on all policies issued to satisfy the above requirements.
Page 1 of 5
Attachment H (2 of 4)
PROFESSIONAL LIABILITY
INSURANCE REQUIREMENTS
FOR CONTRACT
BILLING CONSULTANT TO REVIEW AND EVALUATE MONROE COUNTY
FIRE RESCUE'S EMS GROUND AND AIR RESCUE TRANSPORT BILLING AND
COLLECTIONS
BETWEEN
MONROE COUNTY, FLORIDA
AND
EMS BILLING AND CONSULTING'
Recognizing that the work governed by this contract involves the furnishing of advice or
services of a professional nature, EMS BILLING AND CONSULTING shall purchase and
maintain, throughout the life of the contract, Professional Liability Insurance which will
respond to damages resulting from any claim arising out of the performance of professional
services or any error or omission of EMS BILLING AND CONSULTING arising out of
work governed by this contract.
The minimum limits of liability shall be:
$500,000 per Occurrence/$1,000,000 Aggregate
Page 2 of 5
Attachment H (3 of 4)
VEHICLE LIABILITY
INSURANCE REQUIREMENTS
FOR CONTRACT
BILLING CONSULTANT TO REVIEW AND EVALUATE MONROE COUNTY
FIRE RESCUE'S EMS GROUND AND AIR RESCUE TRANSPORT BILLING AND
COLLECTIONS
BETWEEN
MONROE COUNTY, FLORIDA
AND
EMS BILLING AND CONSULTING'
Recognizing that the work governed by this contract requires the use of vehicles, EMS
BILLING AND CONSULTING, prior to the commencement of work, shall obtain Vehicle
Liability Insurance. Coverage shall be maintained throughout the life of the contract and
include, as a minimum, liability coverage for:
• Owned, Non -Owned, and Hired Vehicles
The minimum limits acceptable shall be:
$300,000 Combined Single Limit (CSL)
If split limits are provided, the minimum limits acceptable shall be:
$100,000 per Person
$300,000 per Occurrence
$ 50,000 Property Damage
The Monroe County Board of County Commissioners shall be named as Additional Insured
on all policies issued to satisfy the above requirements.
Page 3 of 5
Attachment H (4 of 4)
WORKERS' COMPENSATION
INSURANCE REQUIREMENTS
FOR CONTRACT
BILLING CONSULTANT TO REVIEW AND EVALUATE MONROE COUNTY
FIRE RESCUE'S EMS GROUND AND AIR RESCUE TRANSPORT BILLING AND
COLLECTIONS
BETWEEN
MONROE COUNTY, FLORIDA
AND
EMS BILLING AND CONSULTING'
Prior to the commencement of work governed by this contract, EMS BILLING AND
CONSULTING shall obtain Workers' Compensation Insurance with limits sufficient to
respond to the applicable state statutes.
In addition, EMS BILLING AND CONSULTING shall obtain Employers' Liability
Insurance with limits of not less than:
$500,000 Bodily Injury by Accident
$500,000 Bodily Injury by Disease, policy limits
$500,000 Bodily Injury by Disease, each employee
Coverage shall be maintained throughout the entire term of the contract.
Coverage shall be provided by a company or companies authorized to transact business in
the state of Florida.
If EMS BILLING AND CONSULTING has been approved by the Florida's Department of
Labor, as an authorized self -insurer, the County shall recognize and honor EMS BILLING
AND CONSULTING status. The Respondent may be required to submit a Letter of
Authorization issued by the Department of Labor and a Certificate of Insurance, providing
details on EMS BILLINGAND,',CONSULTING'S Excess Insurance Program.
If EMS BILLING AND CONSULTING participates in a self-insurance fund, a Certificate
of Insurance will be required. In addition, EMS BILLING AND CONSULTING may be
required to submit updated financial statements from the fund upon request from the
County.
Page 4 of 5
,,-% 1,_� t'ti-I ;n__,_
BUSINESS ASSOCIATE AGREEMENT
BETWEEN
THE BOARD OF COUNTY COMMISSIONERS
AND
THE BOARD OF GOVERNORS FIRE AND AMBULANCE DISTRICT 1
OF MONROE COUNTY, FLORIDA
AND
EMS BILLING AND CONSULTING
FOR REVIEW AND EVALUATION
OF MONROE COUNTY FIRE RESCUE'S
EMS GROUND AND AIR RESCUE TRANSPORT BILLING AND COLLECTIONS
This Business Associate Agreement (the "Agreement') is made and entered into this 20 h
day of February, 2013 by and between the BOARD OF COUNTY COMMISSIONERS and
the BOARD OF GOVERNORS OF FIRE AND AMBULANCE DISTRICT 1, MONROE
COUNTY, a political subdivision of the State of Florida, with principal offices located at
490 63'd Street, Marathon, FL 33050 (the District and Monroe County are hereinafter
referred to collectively as the "COUNTY'), and EMS BILLING AND CONSULTING,
(hereinafter, "Consultant" or `Business Associate'), as of the latest of the execution dates
set forth below in Section VII.
WITNESSETH:
WHEREAS, the COUNTY intends to enter into an agreement for the provision of
consulting services to analyze and recommend changes to ground and air rescue transport
billing and collections by the Consultant to the COUNTY; and,
WHEREAS, the Consultant represents that it is capable and prepared to provide such
Services: and
WHEREAS, under federal health care privacy law it is necessary to enter into an agreement
with the Consultant regarding the treatment of protected health information (PHI) in order to
be able to share PHI with the Consultant for review and evaluation;
NOW THEREFORE, in consideration of the promises contained herein, the parties hereto
agree as follows:
I. INTRODUCTION AND GENERAL STATEMENT.
A. Business Associate has been retained by County to perform certain functions,
activities, or services (collectively, "Services') in connection with ground and/or air
ambulance billing.
The terms and provisions of this Agreement are incorporated in and shall supersede
any conflicting or inconsistent terms and provisions of any other agreement, to which
Business Associate and County are parties, including all exhibits or other
attachments thereto and all documents incorporated therein by reference.
Page 1 of 10
This Agreement is intended to ensure that the Business Associate will establish and
implement appropriate privacy and security safeguards with respect to "Protected
Health Information" (as defined below) that the Business Associate may create,
receive, use, or disclose in connection with the Services to be provided by Business
Associate to County, consistent with the standards set forth in regulations and
administrative guidance with respect to the Health Insurance Portability and
Accountability Act of 1996, Public Law 104-191 ("HIPAA"), including as amended
by the Health Information Technology for Economic and Clinical Health Act as set
forth in Title XIII of Division A and Title IV of Division B of the American
Recovery and Reinvestment Act of 2009 ("HITECH Act").
B. Effective Date. The provisions of this Agreement shall take effect on February 20,
2013.
C. Definitions. Capitalized terms used, but not otherwise defined, in this Agreement
shall have the same meaning as those terms in the HIPAA Privacy and Security
Rules. Other defined terms include:
1. "Breach" shall have the meaning given such term in 45 C.F.R §164.402.
2. "Designated Record Set" shall have the meaning given such tern in 45 C.F.R.
§164.501.
3. "Electronic Protected Health Information" shall have the same meaning as the
tern "electronic protected health information" in 45 C.F.R. §160.103.
4. "Individual" shall have the same meaning given such term under 45 C.F.R.
§160.103, and shall include a person who qualifies as a personal representative
in accordance with 45 C.F.R §164.502(g).
5. "Privacy Rules" shall mean the Standards for Privacy of Individually Identifiable
Health Information at 45 C.F.R. Part 160 and Part 164, subparts A and E.
6. "Protected Health Information" (or "PHI") shall have the meaning given to such
tern in 45 C.F.R. §160.103, limited to the information created or received by
Business Associate from or on behalf of County.
7. "Required By Law" shall have the same meaning given to such term in 45 C.F.R.
§ 164.103.
8. "Secretary" shall mean the Secretary of the United States Department of Health
and Human Services ("HHS") or his designee.
9. "Security Incident" shall have the same meaning given to such term in 45 C.F.R.
§ 164.304.
10. Health Information at 45 C.F.R Part 160 and Part 164, subpart C.
11. "Unsecured Protected Health Information" shall have the same meaning given to
such term in 45 C.F.R. §164.402.
12. "Security Rules" means final regulations issued by the Secretary governing the
security of electronic PHI by covered entities contained in 45 C.F.R parts 160,
162 and 164.
II. OBLIGATIONS AND ACTIVITIES OF BUSINESS ASSOCIATE
Page 2of10
A. Scope of Use and Disclosure of Protected Health Information. Business Associate
agrees to not use or further disclose PHI other than as permitted or required by this
Agreement or as Required By Law.
B. Safeguard Against Misuse of Information. Business Associate agrees to use
appropriate safeguards to prevent use or disclosure of the PHI other than as provided
for by this Agreement. Furthermore, Business Associate will implement
administrative, physical, and technical safeguards (including written policies and
procedures) that reasonably and appropriately protect the confidentiality, integrity,
and availability of Electronic Protected Health Information that it creates, receives,
maintains, or transmits on behalf of the County as required by the Security Rules. To
the extent practicable, Business Associate will secure all Protected Health
Information by technological means that render such information unusable,
unreadable, or indecipherable to unauthorized individuals and in accordance with
any applicable guidance issued by the Department of Health and Human Services
under Section 13402 of the HITECH Act.
C. Duty to Mitigate. Business Associate agrees to cure or mitigate, to the extent
practicable, any harmful effect that is known to Business Associate of a use or
disclosure of PHI by Business Associate or its agents or subcontractors in violation
of the requirements of this Agreement.
D. Reporting of Violations. Business Associate agrees to notify the County, in writing,
of any use or disclosure of the PHI not provided for by this Agreement, any Security
Incident, and any Breach of County's Unsecured Protected Health Information. This
notification will be made within thirty (30) business days after the discovery of the
use, disclosure, Security Incident, or Breach. In the event of a Breach, if a delay is
requested by law enforcement under 45 C.F.R. §164.412, Business Associate may
delay notifying the County for the applicable timeframe. This notification will
include, to the extent possible, the identification of each individual whose Unsecured
Protected Health Information has been, or is reasonably believed by the Business
Associate to have been, accessed, acquired used or disclosed during the Breach.
Business Associate will also provide the County with any other available information
that the County is required to include in its notification to the individual under C.F.R.
§ 164.404(c) at the time of the initial notification or promptly thereafter as the
information becomes available.
E. Use or Disclosure to Subcontractors. Business Associate shall ensure that any
subcontractor or agent to whom it provides PHI received from, or created or received
by Business Associate on behalf of, County agrees to implement reasonable and
appropriate safeguards to protect the County's PHI. In turn, Business Associate
agrees to ensure that any such subcontractor or agent agrees, in writing, to the same
restrictions and conditions that apply through this Agreement to Business Associate
with respect to such information. Business Associate shall provide copies of such
agreements to County upon request.
F. Access, Amendment, and Accounting Responsibilities. In a mutually agreeable
time and manner, the Business Associate agrees to provide access to the PHI that it
maintains in Designated Record Sets to the County, or to the Individual to whom the
Page 3of10
PHI relates in accordance with 45 C.F.R. §164.524. Business Associate shall have
the right to charge the Individual a reasonable, cost -based fee, as permitted by 45
C.F.R §164.524. The Business Associate further agrees to document any disclosures
of PHI if requested by the County in accordance with 45 C.F.R. §164.528, and to
provide such documentation to the County as it may request from time to time.
Furthermore, at the request of the County, the Business Associate agrees to make
amendments to PHI that it maintains in a Designated Record Set as directed by the
County and to incorporate any amendments to PHI in accordance with 45 C.F.R.
§164.526. Business Associate assumes no obligation to coordinate the provision of
PHI maintained by other business associates of the County. Notwithstanding the
foregoing, the County will not request that the Business Associate use or disclose
PHI in any manner that would not be permissible under the Privacy rule if such
disclosure or use were done by the County itself.
G. Electronic Data Interchange. Inasmuch as Business Associate transmits or receives
Transactions (as that term is defined in 45 C.F.R. §160.103) on behalf of County,
Business Associate shall comply with any applicable provisions of the Electronic
Data Interchange Requirement (as set forth in 45 C.F.R. parts 160 and 162) and shall
ensure that any subcontractors or agents that assist Business Associate in conducting
Transactions on behalf of County agree in writing to comply with the Electronic
Data Interchange Requirements.
H. Availability of Books and Records. For purposes of the Secretary determining the
County's compliance with the Privacy Rules, Business Associate agrees to make
internal practices, books, and records, including policies and procedures and PHI
relating to the use and disclosure of PHI received from, or created or received by the
Business Associate on behalf of the County available (i) to the County in a mutually
agreeable time and manner, or (ii) to the Secretary in the manner designated by the
Secretary.
I. HITECH Act Business Associate Agreement Requirements. The parties intend
for this Agreement to satisfy the requirements of sections 13401 (a) and 13404 (a) of
the HITECH Act that specified security and privacy provisions requirements be
incorporated into business associate agreements. This Agreement shall be interpreted
in a manner consistent with this intention.
III.OBLIGATIONS AND ACTIVITIES OF COUNTY
A. Obligations of County. County shall inform Business Associate with respect to the
following privacy practices and restriction:
County shall provide Business Associate with a copy of the notice of privacy
practices that County approves/produces and has distributed in accordance with
45 C.F.R. §164.520, as well as any changes to such notice. Furthermore, County
shall specifically notify Business Associate of any limitation(s) in its notice of
privacy practices to the extent that such limitation(s) may affect Business
Associate's use or disclosure of PHI.
Page 4of 10
2. County shall provide Business Associate with any changes in, or revocation of,
permission by Individual to use or disclose PHI, if such changes affect Business
Associate's permitted or required uses or disclosures as set forth in this
Agreement or the Service Agreement.
County shall notify Business Associate within five (5) business days of any
restriction to the use or disclosure of PHI requested by an Individual in
accordance with 45 C.F.R. §164.522, to the extent that such restriction may
affect Business Associate's use or disclosure of PHI. In turn, due to the wide
variety of services and clients of Business Associate, Business Associate has
limited capacity to comply with special privacy restrictions requested by
Individuals. Accordingly, County agrees that it will only accommodate such
requests to the extent required by 45 C.F.R. §164.522(b)(1)(ii).
4. County shall notify Business Associate in advance of the time and manner in
which Business Associate must comply with requests by County with respect to
any of the obligations and activities of Business Associate set forth above in
Section II, and in all events such times and manners shall be reasonable.
5. The parties acknowledge and agree that the Privacy Rules allow County to
permit Business Associate to disclose or provide access to PHI to .County.
6. Business Associate acknowledges and agrees that the Privacy Rules allow
County to permit Business Associate to disclose or provide access to PHI to only
those employees or other persons (including third parties) under the control of
County who are described by name or position below as the persons who are
given access to PHI solely to carry out billing administration functions that
County performs for County. Accordingly, notwithstanding any other terms and
conditions of this Agreement, to the extent that the fulfillment of its obligations
under this Agreement requires Business Associate to disclose or provide access
to PHI to County or any employees or other persons (including third parties)
under the control of County, Business Associate shall make such disclosure of or
provide such access to PHI on as follows:
a) Business Associate shall disclose or make available PHI at the direction of
County only to the following employees or other persons (including third
parties):
Any and all employees and officers of billing agency
Any and all employees and officers of collection company
Any and all employees of Monroe County Board of County Commissioners
County agrees to promptly notify Business Associate in writing of changes to the
above list. Business Associate is authorized to rely on the information provided
by County.
b) It is acknowledged and agreed that the Privacy Rules require County to maintain
policies and procedures to ensure that any PHI that it uses, requests, or discloses
be no more that the minimum necessary to accomplish the intended purposes.
Page 5 of 10
County hereby warrants and represents that any requests for County will be for
no more than the minimum amount necessary for the intended purpose.
c) Business Associate shall provide PHI to other business associates who assist in
administering County and are authorized by County to receive such information
for the purpose of facilitating billing and collections for the County's ground and
air ambulance program. County shall enter into and maintain a written agreement
with each agent and subcontractor or other third party to which it directs
Business Associate to disclose PHI under which such agent, subcontractor, or
other third party is legally bound by the same restrictions with respect to PHI that
apply to Business Associate pursuant to this Agreement.
B. Permissible Requests by County. County shall not request Business Associate to
use, disclose, or handle PHI in any manner that would not be permissible under the
Privacy and Security Rules if done by the County, except for the data aggregation or
management and administrative activities of the Business Associate.
IV. PERMITTED USES AND DISCLOSURES BY BUSINESS ASSOCIATE
A. General Use and Disclosure Provisions. Except as otherwise limited in this
Agreement, Business Associate may use or disclose PHI to perform functions,
activities, or services for, or on behalf o� County, provided that such use or
disclosure would not violate the Privacy and Security Rules if done by County, or the
minimum necessary policies and procedures of the County.
B. Specific Use and Disclosure Provisions.
1. Business Associate will make reasonable efforts to use, disclose, and to request
only the minimum amount of the County's PHI necessary to accomplish the
intended purpose of the use, disclosure or request, except that Business Associate
will not be required to comply with this minimum necessary limitation if neither
Business Associate nor the County is required to limit its use, disclosure or
request to the minimum necessary. Business Associate and the County
acknowledge that the phrase "minimum necessary" shall be interpreted in
accordance with the HITECH Act.
2. Except as otherwise limited in this Agreement, specific examples of permitted
use or disclosure of PHI by Business Associate on behalf of, or to provide
Services to, County may include, but are not limited to, reviewing billing and
collection with the objective of making recommendations for the improvement of
County's billing functions.
3. Business Associate may use PHI to report violations of law to appropriate Federal
and State authorities, consistent with 45 C.F.R. §164.5020)(1).
4. Except as otherwise limited in this Agreement, Business Associate may use PHI
for the proper management and administration of Business Associate or to carry
out any present or future legal responsibilities of the Business Associate.
Page 6 of 10
5. Except as otherwise limited in this Agreement, Business Associate may use PHI to
provide Data Aggregation services to County as permitted by 42 C.F.R
§ 164.504(e)(2)(i)(B).
C. Applicability. This Agreement applies with respect to any aspect of the Agreement
that involves the use or disclosure of PHI but only to the extent that the services or
transactions of Business Associate are not exempt from HIPAA pursuant to 1179 of
the Social Security Act (42 U.S.C. §1320d-8).
V. TERM AND TERMINATION
A. Term. The term of this Agreement shall commence as of the Effective Date set forth
above in Section I.B., and shall terminate when all of the PHI provided by County
Entity to Business Associate, or created or received by Business Associate on behalf
of County, is destroyed or returned to County, or, if it is infeasible to return or
destroy PHI, protections are extended to such information, in accordance with the
termination provisions of this Section.
B. Termination for Cause. Upon County's knowledge of a material breach by
Business Associate, County (or, County, on behalf of County) shall either:
1. Provide an opportunity for Business Associate to cure the breach or end the
violation and terminate this Agreement if Business Associate does not cure the
breach or end the violation within the time specified by County or County;
2. Immediately terminate this Agreement and any underlying agreements if
Business Associate has breached a material term of this Agreement and cure is
not possible; or
3. If neither termination nor cure is feasible, County shall report the violation to
the Secretary.
A. Effect of Termination. Upon termination of the Agreement, for any reason,
Business Associate shall return all PHI received from County, or created or received
by Business Associate on behalf of County. This provision shall apply to PHI that is
in the possession of subcontractors or agents of Business Associate. Business
Associate shall retain copies of the PHI. If Business Associate has determined that
destroying the PHI is infeasible, it shall provide County an explanation of the
conditions that make destruction infeasible. If County and Business Associate
mutually agree that destruction of the PHI is infeasible, Business Associate shall
extend the protections of this Agreement to such PHI and limit further uses and
disclosures of such PHI to those purposes that make the return or destruction
infeasible, for so long as Business Associate maintains such PHI.
VI. MISCELLANEOUS
A. Regulatory References. A reference in this Agreement to a section in the Privacy
and Security Rules means the section as in effect or as amended and for which
compliance is required.
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B. Governing Law. This Agreement shall be construed and enforced according to
HIPAA, and any applicable state law to the extent not preempted by HIPAA or other
federal law.
C. Complete Integration. This Agreement constitutes the entire agreement between the
parties and supersedes all prior negotiations, discussions, representations, or
proposals, whether oral or written, unless expressly incorporated herein, related to
the subject matter of the Agreement. Unless expressly provided otherwise herein,
this Agreement may not be modified unless in writing signed by the duly authorized
representatives of both parties. If any provision or part thereof is found to be invalid,
the remaining provisions shall remain in full force and effect.
D. Amendment. The parties agree to take such action as is necessary to amend this
Agreement from time to time as is necessary for County to comply with the
requirements of the Privacy and Security Rules, the Health Insurance Portability and
Accountability Act, Public Law 104-191, and the HITECH Act.
E. Interpretation. The parties hereto acknowledge and agree that both (i) the rule of
construction to the effect that any ambiguities are resolved against the drafting party,
and (ii) the terns and provisions of this Agreement, will be construed fairly as to all
parties hereto and not in favor of or against a party, regardless of which party was
generally responsible for the preparation of this Agreement. Moreover, any
ambiguity in this Agreement shall be resolved in favor of a meaning that permits
County to comply with the Privacy and Security Rules. In the event of an
inconsistency between the provisions of this Agreement and the Privacy and Security
Rules, as may be amended from time to time, because of interpretations by HHS, a
court, or another regulatory agency with authority over the Parties, the interpretation
of HHS, such other court or regulatory agency shall prevail. In the event provisions
of this Agreement differ from those mandated by the Privacy and Security Rules but
are nonetheless permitted by such rules, the provisions of this Agreement shall
control.
F. Severability. The parties intend this Agreement to be enforced as written. However,
(i) if any portion or provision of this Agreement will to any extent be declared illegal
or unenforceable by a duly authorized court having jurisdiction, then the remainder
of this Agreement, or the application of such portion or provision in circumstances
other than those as to which it is so declared illegal or unenforceable, will not
affected thereby, and each portion and provision or this Agreement will a valid and
enforceable to the fullest extent permitted by law; and (ii) if any provision, or part
thereof, is held to be unenforceable because of the duration or such provision, the
County and the Business Associate agree that the court making such determination
will have the power to reduce the duration of such provision, and/or to delete specific
words and phrases, and in its reduced form such prevision will then be enforceable
and will be enforced.
G. Successors and Assigns. This Agreement will inure to the benefit of and be binding
upon the successors and assigns of County and Business Associate. However, this
Agreement is not assignable by either party without the prior written consent of the
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other party, except that Business Associate may assign or transfer this Agreement to
any entity owned or under common control with Business Associate.
H. No Third Party Beneficiaries. Business Associate and County agree that nothing
express or implied in this Agreement is intended to confer, nor shall anything herein
confer, upon any person other than Business Associate, and County, and their
respective successors or assigns, any rights, remedies, or obligations or liabilities
whatsoever.
I. Headings and Captions. The headings and captions of the various subdivisions of
this Agreement are for convenience of reference only and will in no way modify, or
affect the meaning or construction of any of the terms or provisions thereof.
J. No Waiver of Rights, Powers, and Remedies. No failure or delay by a party hereto
in exercising any right, power or remedy under this Agreement, and no course of
dealing between the parties hereto, will operate as a waiver of any such right, power
or remedy of the party. No single or partial exercise of any right, power or remedy
under this Agreement by a party hereto, nor any abandonment or discontinuance of
steps to enforce any such right, power or remedy, will preclude such party from any
other or further exercise thereof or the exercise of any other right, power or remedy
hereunder. The election of any remedy by a party hereto will not constitute a waiver
of the right of such party to pursue other available remedies. No notice to or demand
on a party not expressly required under this Agreement will entitle the party
receiving such notice or demand to any other or further notice or demand in similar
or other circumstances or constitute a waiver of the rights of the party giving such
notice or demand in similar or other circumstances or constitute a waiver of the
rights of the party giving such notice or demand to any other or further action in any
circumstances without such notice or demand. The terms and provisions of this
Agreement may be waived, or consent for the departure there from granted, only by
written document executed by the party entitled to the constitute a waiver or consent
with respect to any other terms or provisions of this Agreement, whether or not
similar. Each such waiver or constitute a continuing waiver or consent.
K. Indemnification. Business Associate shall indemnify and hold harmless County
from and against any and all loss, damage, or expense (including claims of damage
or liability) asserted against County by third parties and arising out of (i) the use or
disclosure of PHI by Business Associate or its agents or subcontractors other than as
provided in this Agreement, or (ii) a breach of Business Associate's representations
contained in this Agreement. To the extent allowed by Section 768.28, Florida
Statutes, County shall indemnify and hold harmless Business Associate from and
against any and all loss, damage, or expense (including claims of damage or liability)
asserted against Business Associate by third parties and arising out of (i) the use or
disclosure of PHI by County or its agents or subcontractors other than as provided in
this Agreement, or (ii) a breach of County's representations contained in this
Agreement.
Notice. All notices, requests, consents, and other communications hereunder will be
in writing. All notices to the County shall be served on the following address:
Monroe County Fire Rescue, 490 63rd Street Ocean, Suite 140, Marathon, FL 33050.
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