03/19/2014 Agreement 4/ 41 14
SCANNED
AMY HEAVILIN , CPA
IK....
� CLERK OF CIRCUIT COURT & COMPTROLLER
` 1 1\ H MONROE COUNTY,FLORIDA
its
DATE: March 27, 2014
TO: Chieffames Callahan
ATTN: Dance Horachek
FROM: Vitia Fernandez, D.C.
At the March 19, 2014 Board of County Commissioner's meeting the Board granted approval and
authorized execution of Item G2 Enter into an Annual Subscriber Agreement with Zirmed, Inc., an
electric claims clearinghouse, for electronic batch insurance claims processing and remittance advice;
and authorization for the Fire Chief to execute all necessary documents including the agreement.
Attached is an electronic copy of the above-mentioned for your handling. Should you have any
questions,please feel free to contact our office.
CC: County Attorney (electronic copy)
Finance (electronic copy)
File
500 Whitehead Street Suite 101,PO Box 1980,Key West,FL 33040 Phone:305-295-3130 Fax 305-295-3663
3117 Overseas Highway,Marathon,FL 33050 Phone:305-289-6027 Fax:305-289-6025
88820 Overseas Highway,Plantation Key,FL 33070 Phone:852-7145 Fax:305-852-7146
ZIRIvED
Subscriber Agreement
This Subscriber Agreement("Agreement")is made and entered into between ZirMed,Inc., a Delaware corporation,with its principal place of business at 888 West
Market Street,Louisville,Kentucky 40202("ZirMed"),and Provider/Organization("Customer"),identified below. This Agreement governs the access and use of the
products and services ("Services") provided by ZirMed directly or made available to Customer through the ZirMed website by third parties with whom ZirMed
contracts.
Section I—Customer Address and Contact Information
Customer Information Billing Information
Customer Name: Monroe County Fire Rescue 0 Same as Customer Address and Contact Information
noun .._...
Address:Im
C
dre 4906 63rddstreet Gary Boswell Billing Contact:49006 Gary Boswell
street Address: 63rd street
..._. : noun___ ranou n_ _..._
City:le marathon State: FL Zip'. 33050 City:l marathon0 State. FL Zlp'. 33050
Telephone'. (305�289-6011 � Fax: Telephone. (305)289-6011 LFax:
count
e-mail: boswell-garygmonroecounry-O.gov noun e-mail: boswdl-g_aryidmonrcewunry-O.gov
Section II—Solutions
This Agreement governs access to and use of Services identified herein at the fees associated therewith. The proposed fee schedule will be honored until 04/02/2014 and expires
thereafter unless accepted.
Solutions Monthly Fee Implementation Fee
Claims Management(Professional-Batch) $99 $499
Subscnpnon includes 500 electronic claims,$025 per additional claim. Paper Claims:504E each 502E per additional page printed.
Electronic Remittance Advice-Delivery and View 525 $199
Subscription includes 500 ERAs,$0 05 per additional ERA.
Total $698
ZirMed Inc-Rea Apnl2013 Page I of 02013 znMM,Inc
Section III—Terms and Conditions
1. Access and Use of ZirMed Products and Services. Customer's access and use of ZirMed Services are subject to the terms and conditions of this Agreement and
the pricing applicable to the account,including any revisions,supplements or addendum mutually agreed to by the parties in writing. Access is restricted to Customer's
internal use and benefit and any other access is prohibited. ZirMed only grants access to ZirMed's website to persons,organizations and facilities that have contracted
with ZirMed and that are in good standing pursuant to that agreement. Customer is responsible to ensure that entities affiliated with it that have access to Services
(consistent with the terms of the Agreement)will abide by the terms of this Agreement and is responsible for any of their acts and omissions,including,but not limited
to,any damages caused by them.
2. Authorization and Use. ZirMed grants to Customer a limited,nonexclusive and nontransferable license to use certain proprietary software Services. Except as
otherwise set forth herein, Customer may access and use the Services for Customer's internal business use and for no other purpose. Access to Services requires
minimum acceptable equipment and telecommunications capability. Unless otherwise stated by the nature of the Service,Services provided by ZirMed do not include
equipment,peripherals,devices or connectivity between Customer and ZirMed for the transmission or receipt of Services by Customer. Customer is responsible at its
expense to procure and obtain such necessary equipment and supplemental service, including, but not limited to, modems or other Internet access devices and
appropriate telecommunications service. Specifications for minimum acceptable equipment and approved hardware interface devices required for access to Services
may be obtained from ZirMed upon request.
3. Customer Duties and Obligations. Customer agrees to use the Services provided by ZirMed hereunder only in accordance with this Agreement and applicable
laws,regulations,and rulings,now or hereafter imposed. ZirMed reserves the right to take all actions,including termination of Services pursuant to this Agreement,
which it believes to be necessary to comply with applicable laws,regulations,rulings and ZirMed specifications as described herein. Customer and its users may not
use or access the Services in any way which, in ZirMed's reasonable judgment,adversely affects the performance or function of the Services or interferes with the
ability of other authorized parties to access the Services. ZirMed may suspend Customer and its users'access to and/or use of the Services,without credit,at any time
if,in ZirMed's sole discretion,the performance,integrity or security of the Services is in danger of being compromised as a result of such access. Customer will retain
all original and source documents according to federal and state laws and regulations and shall provide all supporting documents to ZirMed as requested. Customer
agrees that ZirMed has the right to audit and confirm information submitted, and Customer assumes all liability regarding said information. Customer agrees to
consider and treat all information received through the Services as confidential. Customer is responsible for(a)identifying individuals or organizations that Customer
wishes to have access to and are qualified to access ZirMed Services, including, but not limited to, dedication of individuals for the implementation and training
process;(b)when necessary,creating and sending required test data that would include all payers and specialties;(c)providing necessary information,complete and
return to ZirMed all forms reasonably required by ZirMed or Payers in a timely manner;(d)providing authorized signatures to ZirMed and to the payers as required by
applicable law.
Further,Customer is responsible for identifying,designating and updating both the Executive Authority and Domain Administrator for ZirMed Services. A description
of these designations is more fully defined in Section 22 of this Agreement. ZirMed will assign each entity or individual that Customer identifies as a user of Services,
a password and Customer agrees, for Customer and all such affiliated entities, not to reveal said password to any third party without ZirMed's written consent.
Customer agrees to notify ZirMed immediately and in writing of any known or suspected unauthorized use of ZirMed Services or suspected breach of security
(including loss,theft,unauthorized password disclosure,etc.). Customer acknowledges that ZirMed may find it necessary to disable access to ZirMed's website and
any Service at any time if ZirMed has reason to believe that Customer or an affiliate has violated this Agreement or presents a security risk. Customer agrees to
implement and enforce appropriate security measures to reduce the risk of unauthorized access to Services.
4 ZirMed Duties and Obligations. ZirMed agrees to supply and support the Services subscribed to by Customer in conformity with the terms of this Agreement.
ZirMed shall provide Customer with information materials regarding initiation and use of ZirMed's Internet-based and desktop Services and network. ZirMed will
provide all reasonably required start-up and maintenance services to Customer and entities affiliated with Customer in initiating use of the connections with Services.
Services include online education and testing, system implementation and mapping, as well as, troubleshooting services. In the event that Customer and ZirMed
mutually agree that it is necessary for ZirMed personnel to travel to Customer's location for implementation,training,or general customer support,Customer agrees to
reimburse ZirMed's reasonable travel and living expenses.
5 Confidential and Proprietary Infomlation. All proprietary information disclosed by either Party to the other in connection with this negotiating and entering into
this Agreement shall be deemed confidential by both Parties and protected from disclosure to others using reasonable security measures. Customer acknowledges and
agrees that the Services disclosed or otherwise made available by ZirMed under this Agreement are proprietary and/or confidential to ZirMed and owned exclusively by
ZirMed,and that such information shall not be disclosed by Customer or used for any purpose not expressly permitted herein,except as required by law or with the
prior written consent of ZirMed. Such information includes,but is not limited to,user documentation provided to Customer hereunder,the terms and conditions of this
Agreement and the pricing for Services. Additionally,ZirMed's name,trademarks,trade names and logos are proprietary to ZirMed and may not be used without
ZirMed's prior written consent.Unauthorized transmission or release of such information may cause material adverse consequences to ZirMed. Therefore,both Parties
agree to immediately remedy any breach of this Section and waive any legal defenses the violator may have to immediate equitable actions required to restrict any
unauthorized release. The offending Party will pay all reasonable costs/penalties associated with said unauthorized release of confidential infonnation. Services or
information provided pursuant to this Agreement may not be copied, reproduced, modified, reverse engineered, translated, decompiled, disassembled, emulated,
sublicensed,rented,leased,conveyed.assigned or used in any way other than as specifically authorized in this Agreement except to the extent and for the express
purposes authorized by applicable law notwithstanding this limitation. Proprietary information shall not include information that(a)was known to either Party prior to
the disclosure by the other;(b)is or becomes generally available to the public other than by breach of this Agreement;(c)otherwise becomes lawfully available on a
non confidential basis from a third party who is not under an obligation of confidence to either Party;or(d)is independently developed by a Party.
Customer is a Covered Entity as defined by the Health Insurance Portability and Accountability Act of 1996,as amended,and any regulations issued
thereunder("HIPAA"),then solely with respect to any Protected Health Information(as defined in HIPAA)received from Customer under this Agreement,ZirMed
shall as required by HIPAA or other applicable law(a)not use or disclose protected health information other than as permitted or required by this Agreement,any
subsequent Business Associate Agreement,or by law;(b)use appropriate safeguards to prevent prohibited use or disclosure of such information;(c)report to Customer
any unauthorized use or disclosure of such protected health information of which ZirMcd becomes aware; (d) ensure that any agents to whom ZirMed provides
protected health information agree to the same restrictions and conditions that apply to ZirMed with respect to such protected health information;(e)make available,
amend or provide an accounting of disclosures of protected health information,to individuals or the Secretary of the United States Department of Health and Human
Services;and (f)make ZirMed's internal practices, books and records relating to such disclosures available to the Secretary. Upon termination of this Agreement,
ZirMed shall limit farther uses of Customer's protected health information.
ZirMed shall be entitled to use and disclose information received from Customer or Customers' clients for the purpose of providing the Services, for the proper
management and administration of ZirMed's business,or pursuant to a valid order issued by a duly authorized court or government authority. Customer authorizes
ZirMed to release or use de-identified data regarding Customer or Customers' clients derived from the use of Services under this Agreement,for consideration or
otherwise. A copy of ZirMed's Business Associate agreement may be found at go.zimled.com/baa
7 Privacy and Security. ZirMed maintains physical,electronic and procedural safeguards that are designed to meet or exceed industry standards in the healthcare
claims processing and financial services industries to assure security of and guard the information Customer entrusts to ZirMed. ZirMed's privacy and security
standards("Standards-)arc designed and monitored in compliance with both HIPAA and The Gramm-(each-Bliley Act,regulating the privacy and security of financial
ZIrMM,Inc-Rev.April 2013 Page 2 of C2013 ZirMed Inc.
services information. Privacy and security safeguards are designed to protect against physical and personnel security threats as well as mechanical failures,disasters
and sabotage.
ZirMed protects customer accounts by placing information in a secure area within ZirMed's web portal,requiring the use of unique user IDs and password access to
account information,allowing and enforcing user level access restrictions,using firewalls and other security technology to protect ZirMed's network and systems from
external attack,enabling ZirMed servers with Secure Sockets Layer(SSL)technology to prevent unauthorized parties from viewing the nonpublic personal information
that Customer provides or accesses during a secure session. Customer must use a browser that supports encryption technology in order to access Services. ZirMed
limits the information it requires to that necessary or relevant to ZirMed's business. Further, ZirMed employees (e.g. customer service, technical service and
compliance personnel)have access to Customer's nonpublic information only on a limited,"need-to-know"basis. ZirMed conducts regular internal audits of ZirMed
business practices and procedures,examining confidentiality standards and information access to maintain best practices.
Customer acknowledges that account codes and passwords are critical elements to maintaining privacy and security and that Customer agrees to keep confidential and
not to disclose to any third parties account codes or passwords issued to Customer by ZirMed. Accordingly,Customer assumes full responsibility for selection and use
of codes or passwords as may be permitted or required by the particular Service involved. Customer shall be responsible to ensure that each user granted an account
code and/or password:(a)is fully aware of all of the obligations under this Agreement and acts in accordance with them',and(b)maintains the secrecy and security of
account codes and passwords,and does not disclose them to any other Party or allow any other party to use them to access Services. Customer shall be responsible for
any use or access to the Services by any person or entity accessing it through the use of a Customer account code and password,whether such access was authorized or
not. The use of the account code and password assigned to any user shall be deemed to constitute the acts of such person,and ZirMed shall be entitled to rely upon the
data input without any obligation to identify or otherwise verify any person who gains access to the Services by means of such account code or password. Customer
acknowledges that transmission of confidential information outside of ZirMed's secure website may not be secure. Email, instant messaging or other forms of
communication,should not contain confidential or personal information as these forms of communication cannot be assuredly secure and private.
8. Pricing and Payment. All charges for the use of Services ("Charges") shall be billed to Customer monthly. Charges include monthly fees, license fees and
transaction or usage fees as set forth herein. Transaction or usage fees shall be based on the amount of usage recorded by ZirMed's computer system,and the pricing in
effect at the time of Customer's use of such Services.
The prices for Services provided hereunder do not include sales,use,excise,value added,utility or similar taxes which may be applicable in the U.S.or at any other
location. Consequently,in addition to the specified prices,the amount of any such present or further tax applicable to the provision of Services hereunder by ZirMed
shall be paid by Customer,or Customer shall reimburse ZirMed for such taxes upon its receipt of billing therefore from ZirMed,or in lieu thereof,Customer shall
provide ZirMed with a tax-exemption certificate acceptable to the taxing authorities. In addition,Customer acknowledges that ZirMed has no control over certain
government-imposed fees and tariffs(e.g.postal increases or interchange fees)or if any change in the rules,regulations or operating procedures of any service supplier
or any federal,state or local governmental agency or regulatory authority results in such cost increase. Any such increase shall become effective for Customer on the
same day as the increase becomes effective as to ZirMed,or is otherwise incurred by ZirMed.
All payments should be sent to ZirMed via US Mail or as otherwise agreed,to the address set forth on the invoice. Invoices will be paid in accordance with the Florida
local Government Prompt Payment Act.. ZirMed offers various automated payment options including ACH and recurring billing. Customer may choose an automated
payment option by contacting ZirMed's accounting department. Due to the high direct costs of some services,ZirMed restricts the use of purchasing cards,credit cards
or debit cards to transactions totaling less than five thousand dollars($5 000)in a given month. Charges in excess of this amount will be subject to a convenience fee of
three percent(3%).
ZirMed reserves the right to charge Customer a$50.00 reactivation fee for frequent late payments resulting in disruption or deactivation in Service. Late payments
(after 60 days)will be subject to a late fee equal to one and one-half(15%)per month or at the maximum interest rate allowable under applicable law,whichever is
lower,of the overdue amount,except amounts disputed by Customer in writing in good faith within ten(10)days following receipt of the invoice. If any undisputed
amount of any invoice remains unpaid,ZirMed may(without terminating this Agreement and reserving cumulatively all other remedies and rights under this Agreement
and at law)suspend further Services and licenses to access the Services under this Agreement without further notice to Customer. Customer is responsible for all costs
of collection including,but not limited to,collection agency fees and attorney fees.
9_ Custom Development and Consultive' ZirMed will provide custom development and consulting services ("Special Services") on an "as requested" or "as
required"basis to Customer. Any and all Special Services will be clearly communicated to Customer and approved in writing by both parties prior to undertaking.
Fees for Special Services provided to Customer shall be billed to Customer upon the delivery thereof or as scheduled and mutually agreed upon at ZirMed's then
current rates(with the development or consulting being billable in fifteen(15)minute increments). Other fees payable by Customer shall include the reasonable costs
of travel and related expenses to and from Customer's site as required by such Special Services.Travel will be reimbursed in accordance with Section 112.061 of the
Florida Statutes and Monroe County Code.
10. Term and Termination. The initial term of this Agreement shall be two(2)years,unless terminated,amended or modified sooner and shall automatically renew
thereafter annually for additional one(1)year terms,unless notice of termination is provided by the terminating Party, as set forth below. This Agreement may be
modified in writing as evidenced by an addendum signed by both parties. In the event of a delay in implementation of this Agreement of more than sixty(60)days,the
initial term will begin on the date of the first'live"or"production"transaction transmitted by ZirMed,such date evidenced on the ZirMed system. Termination of this
Agreement shall not terminate Customer's obligation to pay ZirMed for all Services performed under the Agreement prior to discontinuance of performance by ZirMed
due to termination. Either Party may terminate this Agreement if the other Party fails to perform or to comply with a material term or condition of this Agreement and
if such failure is not cured within forty-five(45)days after notice to the other Party specifying such failure and the Party's intention to terminate. In addition,ZirMed
may suspend or-terminate this Agreement(a)if Customer breaches Section 8,or(b)if Customer fails to comply with any obligation under Section 3.
In the event that Customer becomes insolvent,is adjudicated bankrupt,files a voluntary petition in bankruptcy,has a receiver appointed for it,makes an assignment for
the benefit of creditors,is subject to filing of an involuntary petition in bardcruptcy which is not discharged within thirty(30)days after filing,or takes any action or is
subject to any action equivalent to any of the foregoing then,to the extent permitted by law,ZirMed shall have the right,at its option at any time thereafter,to terminate
this Agreement and its obligations hereunder by giving Customer written notice thereof
In the event that Customer terminates this Agreement for reasons other than those set forth in this Section 10 of this Agreement,Customer shall pay to ZirMed,as
liquidated damages,a fee equal to fifty percent (50%)of the monthly fee and estimated transaction fees for one year or the remaining term of the Agreement, as
extended,whichever is lower. If Customer's implementation project is cancelled by Customer or cancelled by ZirMed because of Customer non-responsiveness,this
will be deemed a termination of this Agreement. Such payment shall be in addition and not in lieu of any other remedy of ZirMed under this Agreement.
Either party may terminate this Agreement without cause upon giving a 60 day written notice after the initial term of two(2)years.
I I. Assignment. All terms and conditions contained herein shall inure to the benefit of and shall be binding upon the parties hereto and their respective heirs,personal
representatives,successors,and permitted assigns,including without limitation,any successor to either Party resulting by reason of corporate merger,consolidation or
reorganization or incorporation of a partnership. Notwithstanding the foregoing, any assignment of this Agreement by either party shall be void without the prior
written consent of the other party. The obligations of ZirMed under this Agreement may be provided or fulfilled by any subcontractor of ZirMed so long as ZirMed
retains full responsibility for such obligations.
ZirMed,lrc..—Rev.April 201I Page l of 0201 a ZirMN,Inc.
•
•
12_ Warranties and Exclusive Remedies. LirMed makes no warranty or representation concerning the adequacy, completeness, usefulness, or sufficiency of any
Services or information or results thereof provided hereunder. ZirMed does not warrant that the functions contained in the Services and the applications thereof will
meet Customer's requirements or that the Services will operate without interruption or be error free. The Services and any information provided hereunder and the
results thereof are provided on an AS IS,AS AVAILABLE basis without any warranty of any type except that ZirMed will use reasonable efforts to correct any errors
which are due solely to malfunction of ZirMeds computers,operating systems or programs,or errors by ZirMed's employees or agents. Correction shall be limited to
rerunning of the job or jobs and/or recreating of data or program files. ZirMed shall not be responsible in any manner for(i)errors or failures of proprietary systems or
programs other than those of ZirMed;(ii)errors or failures of Customer's software or operational systems;(iii)Customer's use of the ZirMed Services on a computer
system that does not conform to ZirMed's specifications,(iv)computer viruses imported into the Services from or through Customer's internal computer systems,(v)
misuse of or damage to the ZirMed software;or(vi)Customer's failure to report to ZirMed the existence and nature of any non-conformity or defect of the ZirMed
Services promptly upon discovery thereof. THE WARRANTY SET FORTH IN THIS SECTION IS EXCLUSIVE,AND THERE AFF NO OTHER WARRANTIES
OF ANY TYPE WITH RESPECT TO THE PRODUCTS AND SERVICES,EXPRESS,IMPLIED OR STATUTORY,INCLUDING,BUT NOT LIMITED TO,ANY
WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR USE FOR A PARTICULAR PURPOSE OR IMPLIED WARRANTY
ARISING FROM COURSE OF DEALING,COURSE OF PERFORMANCE OR USAGE OF TRADE. Should there be any failure in performance by ZirMed or
errors or omissions by ZirMed with respect o the infomaton being transmitted(because of negligence or otherwise),ZirMed's sole liability,and Customer's exclusive
remedy,shall be limited to ZirMed's use of commercially reasonable efforts to correct such failure in performance or errors or omissions. t
13. Exclusions and Limitations of Liability. IN NO EVENT SHALL ZIRMED BE LIABLE TO CUSTOMER OR ANY THIRD PARTY(INCLUDING WITHOUT
LIMITATION CUSTOMER'S CLIENTS)FOR ANY SPECIAL,CONSEQUENTIAL,EXEMPLARY OR INCIDENTAL DAMAGES,INCLUDING CLAIMS FOR
LOST PROFITS,ARISING FROM THE PROVISION OF OR FAILURE TO PROVIDE SERVICES HEREUNDER,EVEN IF ZIRMED HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER AGREES THAT ZIRMED WILL NOT BE LIABLE FOR ANY CLAIM OR DEMAND AGAINST
CUSTOMER BY ANY OTHER PARTY. DUE TO THE NATURE OF THE SERVICES BEING PERFORMED BY ZIRMED, IT IS AGREED THAT IN NO
EVENT WILL ZIRMED BE LIABLE FOR ANY CLAIM, LOSS, LIABILITY, CORRECTION, COST, DAMAGE, OR EXPENSE CAUSED BY ZIRMED'S
PERFORMANCE OR FAILURE TO PERFORM HEREUNDER WHICH IS NOT REPORTED BY CUSTOMER WITHIN THIRTY (30) DAYS OF SUCH
FAILURE TO PERFORM.
CUSTOMER ACKNOWLEDGES THAT, IN CONNECTION WITH THE SERVICES PROVIDED UNDER THIS AGREEMENT, INFORMATION SHALL BE
TRANSMITTED OVER LOCAL EXCHANGE,INTEREXCHANGE AND INTERNET BACKBONE CARRIER LINES AND THROUGH ROUTERS,SWITCHES
AND OTHER DEVICES OWNED, MAINTAINED AND SERVICED BY THIRD PARTY LOCAL EXCHANGE AND LONG DISTANCE CARRIERS,
UTILITIES, INTERNET SERVICE PROVIDERS, AND OTHERS, ALL OF WHICH ARE BEYOND THE CONTROL AND JURISDICTION OF ZIRMED.
ACCORDINGLY, ZIRMED ASSUMES NO LIABILITY FOR OR RELATION TO THE DELAY, FAILURE, INTERRUPTION OR CORRUPTION OF ANY
DATA OR OTHER INFORMATION TRANSMITTED IN CONNECTION WITH THE SERVICES PROVIDED UNDER THIS AGREEMENT,
ZIRMED SHALL HAVE NO RESPONSIBILITY OR LIABILITY WITH REGARD TO ACTIONS OF THIRD PARTIES, INCLUDING BUT NOT LIMITED TO
DISPUTES CONCERNING PAYMENT OF CLAIMS, ELIGIBILITY STATUS OF A PATIENT, AUTHORIZATIONS FOR CREDIT, DEBIT OR CHECK
TRANSACTIONS,PRE-AUTHORIZATION,PRE-CERTIFICATION,OR OTHER PAYER-SUBMITTED INFORMATION, INFORMATION SUBMITTED BY A
PAYER THROUGH ZIRMED IS NO GUARANTEE OF PAYMENT AND DOES NOT CONSTITUTE A PROMISE TO PAY;ELIGIBILITY INFORMATION IS
SUBJECT TO CHANGE,AND WAITING PERIODS MAY APPLY.
'THE LIABILITY OF ZIRMED FOR ANY AND ALL CAUSES, WHETHER FOR NEGLIGENCE.BREACH OF CONTRACT,WARRANTY OR OTHERWISE
ARISING OUT OF OR RELATING TO THE SERVICES PROVIDED HEREIN, INCLUDING BY WAY OF INDEMNIFICATION, SHALL, IN THE
AGGREGATE,NOT EXCEED ONE(I)MONTH'S AVERAGE BILLING TO CUSTOMER FOR PRODUCTS AND SERVICES HEREUNDER TAKEN OVER
THE TWELVE (12) MONTHS PRECEDING THE MONTH IN WHICH THE DAMAGE OR INJURY ALLEGED TO HAVE OCCURRED, OR, IF THIS
AGREEMENT HAS NOT BEEN IN EFFECT FOR TWELVE (12) MONTHS PRECEDING SUCH DATE, THEN OVER SUCH FEWER NUMBER OF
PRECEDING MONTHS THAT THIS AGREEMENT HAS BEEN IN EFFECT.
14. Force Majeure. ZirMed shall not be liable to Customer by reason of any failure in performance of this Agreement in accordance with its terms if such failure
arises out of causes beyond the reasonable control and without the fault or negligence of ZirMed or its subcontractors. Such causes may include,but are not limited to,
unavailability of communications facilities,acts of God,acts of the public enemy,Customer's actions or failure to act,acts of civil or military authority,governmental
priorities,fires,floods,strikes,unavailability of labor,materials,or energy sources,delay in transportation,riots or war.
15. Record Retention. If required by regulations now or hereafter issued by the Centers for Medicare&Medicaid Services(formerly known as the Health Care
Financing Administration)pursuant to Section 952 of the Omnibus Reconciliation Act of 1980(Section 1861(v)(I)(I)of the Social Security Act[42 U.S.0 § 1395
(x)(v)(1)(1)],42 CF.R.§§420300-420304),as amended,and the regulations promulgated thereunder,the books and records of ZirMed necessary to certify the nature
and extent of costs associated with ZirMed's performance of services under this contract shall be maintained and preserved by ZirMed for such period of time as
provided by law so as to be available for and subject to inspection and review by appropriate agencies of the United States. In addition,if and to the extent that ZirMed
uses the services of a related organization to provide services hereunder,ZirMed will require such related organization to maintain, preserve and make available its
books and records to the same extent that ZirMed is so required. In the event that this Agreement is not subject to the provisions of Section 952 or regulations
promulgated hereunder, this section of the Agreement shall be null and void. The provisions of this Section shall survive the expiration or termination of this
Agreement.
16. Independent Contractors. ZirMed and Customer are independent contractors and nothing in this Agreement shall be construed as creating a partnership,joint
venture-oragencyrelationship between ZirMed and Customer.
17. Governing Law. This Agreement shall be governed by the laws of the Commonwealth of Kentucky,without giving effects to conflicts of laws provisions. The
parties agree that the Uniform Computer Information Transactions Act or any version thereof,adopted by any state,in any form ("UCITA"),shall not apply to this
Agreement. To the extent that UCITA is applicable,the parties agree to opt out of the applicability of UCITA pursuant to the opt-out provision(s)contained therein.
IS. Entire Agreement. This Agreement sets forth all the representations,promises and understandings between Customer and ZirMed on the matters set forth herein.
If any part or parts of this Agreement are held to be invalid,illegal or unenforceable,such part will be treated as severable,and the remaining parts of the Agreement
shall continue to be valid and enforceable as to the parties hereto.
19. Indemnification by ZirMed. ZirMed will indemnify and defend Customer against any claim by third parties that Customer's use of any of ZirMed Services as
authorized hereunder infringes upon the patent rights,copyrights, trademark rights or trade secret rights in the United States of a third party and pay any resulting
damage award or settlement amount,provided that:(i)such claim does not arise out of Customer's misuse of ZirMed Services;(ii)Customer promptly notified ZirMed
in writing of such claim:(iii)ZirMed will have sole control of the defense of any action on such claim and of all negotiations for its settlement or compromise;(iv)
Customer cooperates with ZirMed in every reasonable way to facilitate settlement or defense of such claims; and (v) should such ZirMed Service become or, in
ZirMed's opinion,be likely to become,the subject of an infringement claim,Customer will permit ZirMed,at ZirMed's expense to procure such right to continue using
such Service,replace or modify the Service or terminate,without penalty,Customer's use of the affected Service,in which event ZirMed will refund to Customer,on a
pro-rata basis,any unused prepaid amounts related thereto.
ZirMed,Inc—Rev April 20O Page 4 of 02013 ZirMed,Inc
20. Indemnification by Customer. To the extent allowed by Section 768.281,Florida Statutes, Customer shall indemnify and hold ZirMed, its directors,officers,
affiliates,agents and employees,harmless from and against any and all losses,liabilities,damages or expenses of any type(or claims of damage or liability)asserted
against ZirMed and arising out of information provided to ZirMed,by customer,or any use or provision thereof to any third party,or any other act or inaction of
Customer.
21. Survival. The representation,warranties,covenants,and agreements of any of the parties hereto contained in Sections 1,2,5-8,10, 12-20 of this Agreement will
survive the expiration or earlier termination of this Agreement. Expiration or termination of this Agreement for any reason will not terminate Customer's obligation to
pay ZirMed for all Services performed prior to the date of such expiration or termination.
22. Executive Authority and Domain Administrator. The"Executive Authority"identified below is an authorized individual empowered to make decision on behalf
of Customer and having the legal authority to legally bind Customer. The Executive Authority may issue a directive to ZirMed to designate,modify or change the
Domain Administrator. The "Domain Administrator" as identified below, will have full administrative privileges for Customer's account or family of accounts
(Domain)to add and delete users and will manage access rights,privileges and permissions for each user for the domain. As such,the Domain Administrator will be
assigned a login and password to access the ZirMed website for the designated domain to permit this individual to perform these functions.
23. Public Records. The parties agree that ZirMed is entitled to receive the costs and fees associated with fulfilling any public records request in accordance with
Florida public records law(Chapter 119,Florida Statutes)prior to producing any documents in response to a public records request.
ZirMed agrees to:
(a) Keep and maintain public records that ordinarily and necessarily would be required by the public agency in order to perform the service.
(b) Provide the public with access to public records on the same terms and conditions that the public agency would provide the records and at a cost that does not
exceed the cost provided in this chapter or as otherwise provided by law.
(c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law.
(d) Meet all requirements for retaining public records and transfer,at no cost,to the public agency all public records in possession of the contractor upon termination
of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements.All records stored
electronically must be provided to the public agency in a format that is compatible with the information technology systems of the public agency.
24. Language required by Monroe County Code section 2-152: ZirMed warrants that it has not employed,retained or otherwise had act on its behalf any former
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,deduct from the
contract or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or
employee.
Executive Authority
Name Gary Boswell
Office Address: 490 63rd street City: marathon State: FL Zip: 33050
Phone: (305)289-6011 Fax: Cell: E mail: boswell-gary@monroecounty-
__....__ -. fl.gov
Domain Administrator
Name: Gary Boswell
Office Address: 490 63rd street _City marathon State- FL Zip: 33050 _
Phone: (305)289-6011 I Fax: i Cell: E mail: boswell-gary@monroecounry
fl.gov
25. Counterparts. This Agreement may be executed in counterparts and delivered by facsimile or other electronic means,each of which will be deemed an original
but all together will constitute only one agreement.
IN W I-Ness W HEREOF,the Panics to this Agreement,in recognition of their undertakings set forth above,and for due and valid consideration,execute this Agreement.
Customer ZirMed etc.
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