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Item G2 BOARD OF GOVERNORS—FIRE AND AMBULANCE DISTRICT 1 AGENDA ITEM SUMMARY Meeting Date: March 19,2014 Division: Emergency Services Bulk Item: Yes X No_ Department: Fire Rescue Staff Contact Person: Chief Gary Boswell 289-6011 AGENDA ITEM WORDING: Approval to enter into an annual subscriber agreement with Zirmed, Inc.,an electronic 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. ITEM BACKGROUND: An electronic claims clearinghouse uses software to aggregate claims, providing the biller with a single resource to manage all electronic claims, simplifying and speeding up medical claims processing,and eliminating the need to manually key transaction data at each payer's website. Clearinghouses were conceived by Medicare and large insurance companies to provide for electronic submission of claims and to prescreen for claim errors prior to submission,resulting in significantly higher claim success,faster reimbursement, and fewer rejected claims. PREVIOUS RELEVANT BOG ACTION: N/A CONTRACT/AGREEMENT CHANGES: N/A STAFF RECOMMENDATIONS: Approval TOTAL COST FY14: $2,186.00 ($1,488 annually and $698 00 one-time implementation feel AMOUNT PER MONTH $124.00 Year $1,488 INDIRECT COST: BUDGETED: Yes X No DIFFERENTIAL OF LOCAL PREFERENCE: N/A SOURCE OFF S: 13001-530340 REVENUE PRODUCING: Yes V� OMB/Purchasing No X APPROVED BY: County AttyRisk Mana em Management DOCUMENTATION: Included X Not Required DISPOSITION: AGE A ITEM# BOARD OF GOVERNORS—FIRE AND AMBULANCE DISTRICT 1 CONTRACT SUMMARY Contract Zirmed,Inc. Contract# with: Effective Date: 03/19/2014 Expiration Date: N/A Contract Purpose/Description: Approval to en ter into an annual subscriber agreem ent with Zirmed. Inc.,an electronic 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. Contract Manager: Holly Pfiester 6088 Emergency Services/Stop 14 (Name) (Ext.) (Department/Stop#) for BOG meeting on: 03/19/2014 Agenda Deadline: 03/04/2014 CONTRACT COSTS Total Dollar $2,186.00 Current Value of ($124.00/month and Year $ 2,186.00 Contract: $698.00 one-time implementation fee in FYI) Portion: Budgeted Yes® .No........a.a.�. ._.. .. Account Codes: 13001-530340 Grant: $ County Match: $ _ - - ADDITIONAL COSTS Estimated Ongoing Costs: $0 For: (eg.maintenance,utilities,janitorial,salaries,etc.) _ CONTRACT REVIEW Changes Date Out Date In Needed evi r Division Director / Yes❑NA Risk Management Yes[]No[:] O.M.B./Purchasing Yes[]No[] _'X'� County Attorney Yes❑No - Comments: ZOORIVED Subscriber Agreement This Subscriber Agreement("Agreement")is made and entered into between ZirMed,Inc,a Delaware corporation,with its principal place of business at 889 West Market Street,Louisville,Kentucky 40202 C 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 T.irMcd contracts. Secdon�mereNume erl Address and Coelad l ornwNorc " Willalarormadoo� T-- Contact Information ? ..ii m'C_. i " nroe Coun f ue Rescue Some os Customer Address and Ca m emenlaUon ontacx GarmBosweil BiliiruContact. G Hoswcll Address: 490 63rd street Address: 490 63rd street Tele honmarmh30 _ _..� n_ 33050 Ct marathon Statc FL Z 33050 - p e (305)289-60 Oil State FL Z' Tel hone (305)289 601 I Fax w w •mad Boswell arylutmonroci oantY-O Gov m e-mail boswe11 monracount-tl av Secdon U—Solutions This Ag=ment governs access to and use of Services identified herein at the fees associated therewith The proposed fee schedule will be honored until 04r022014 and expires thereafter unless accepted. ,.Solutions.,_ ... a ._�..._ . _._.. Monthly Fee...... Imple.,, F�����.��. p emenuiion Fee Casims Management(Professional-Batch) S99 S499 Subscription includes Spa electronic claims,$0.35 per additional claim. PaperCiaims SOAS each.$0.25 per additional pate primed Electronic ReWtunce Advice-Delivery aad View S25 S199 Subscdfrtia,m include�SM ERAS,So 05 per additional FRA. Total S698 PW LriGAL kuF ale �. �s C .,L *V AN hiSled,lac. Pfau ApM 2013 Pw 1 Ors C2013 zlrkled,lac Section III--Tema and Conditions I. Aecesa and Use of ZirMed Products and Services. Customer's access and use of ZirMed Services arc 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 staled by the nature of the Service,Services provided by ZirMcd 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 ZirMcd hereunder only in accordance with this Agreement and applicable laws,regulations,and rulings,now or hereaficr 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 ZirMcd'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 arc 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 mformation,complete and return to ZirMed all forms reasonably required by ZirMcd or Payers in a timely manner,(d)providing authorized signatures to ZirMed and to the payers as required by applicable low 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 aRlinled Mites, 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,thetL 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 deslxop Services and network. ZirMed will provide all reasonably rcquirxl 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 Progrigma Information 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 ate 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,ZkrMed's name,trademarks,trade names and logos arc 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/pcnWucs associated with said unauthorized release of confidenual information.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 confhdcnce to either Party;or(d)is independently developed by a Party. 6. HIPAA. ircustomer 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 protested 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 ZirMed 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 mrormation,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 further 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 ZirMcd to release or use dc4dcntified data regarding Customer or Customers'clients derived from the use of Services under this Agreement, for consideration or otherwise. A copy ofZirMed"s Business Associate agreement may be found at ao.xirmed.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 mid financial services industries to assure security of and guard the reformation Customer entrusts to ZirMed. ZirMed's privacy and security standards("Standards")arc designed and monitored in compliance with both HIPAA and The Gramm-Leach-Bliley Act,regulating the privacy and security of financial W14Inc. Rev April-'447 Page!Ors 0"011ZO.1 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 n secure area within ZirMcd'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 panics 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 leg. 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 than to any other Pany or allow any other pony 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 arts 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 recount code or password. Customer acknowledges that transmission of confidential information outside of ZirMcd's secure websitc 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 lax applicable to the provision of Services hereunder by ZirMed shall be paid by Customer,or Customer shall reimburse ZirMed for such taxes upon is 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 govemment•imposcd 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 ZirMcd,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 rive thousand dollars(55,000)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 laic 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(1.5%)per month or at the maximum interest rate allowable under applicable low,whichever is lower,of the overdue amount,except amounts disputed by Customer in writing In good faith within tcn(10)days following receipt of the invoice If any undisputed amount of any invoice remains unpaid,ZirMed may(without termmaung 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 Consulting- 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 panics 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 toss 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%•riling as evidenced by an addendum signed by both panics. In the event of a delay in implementation of this Agreement of more than sixty(60)days,the initial tern 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 Puny'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,riles a voluntary petition in bankruptcy,has a receiver appointed for it,makes an assignment for the benefit of creditors,is subject to ruling of an involuntary petition in bankruptcy which is not discharged within thirty(30)days after ruling,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 is option at any time thereafter,to terminate this Agreement and is 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 fits 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 puny may terminate this Agreement without cause upon giving a 60 day written notice after the initial term of two(2)years. 11• Ass menl. 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 Putty 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 ZAted.Inc. and Apdr 2013 P W)of s �;::�itzunkd Inc 12. Warranties and Exclusive Remedies. ZirMed 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 wammty of any type except that ZirMed will use reasonable efforts to correct any errors which arc due solely to malfunction of ZirMed's 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 ZirMcd;(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 ARE 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 to the information 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, 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 INTERNI-T 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 ONFr(1)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 HAVL 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 Maieurc. ZirMed shall not he 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 foult 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,fircs,floods,strikes,unavailability of labor,materials,or energy sources,delay in transportation,nots or war 15. Record Retention. If required by regulations now or hereafter issued by the Centers for Medicare&Medicaid Scrvtces(formerly known as the Health Care Financing Administration)pursuant to Section 952 of the Omnibus Reconciliation Act of 1980(Section 1861(vxlxp of the Social Security Act 142 U.S.C. § 1395 (x)(v)(I XI%42 C.F.R.§§420.300420.304),as amended,and the regulations promulgated thereunder,the books and records of ZirMed necessary to certify the nature and extent of costs associated with ZirMcd's performance of services under this contract shall be maintained and preserved by ZirMed for such period of time as provided bylaw so as to be available for and subject to inspection and review by appropriate agencies of the United Stales In addition,wand 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 or agency relationship between ZirMcd and Customer 17. Governing Law. This Agreement shall be governed by the laws of the Commonwealth of Kentucky.without giving cfIects to conflicts of laws provisions. The parties agree that the Uniform Computer Information Transactions Act or any version thereof,adopted by any stoic,in any form("t'CITA"),shall not apply to this Agreement. To the extent that UCITA is applicable,the panics agree to opt out of the applicability of UCITA pursuant to the opt-out provision(s)contained thereat, 18. Entire A regr emcnt. This Agreement sets forth all the representations,promises and understandings between Customer and ZirMcd on the matters set forth herein If any pan 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 enforccabk as to the parties hereto. 19. Indemnification by ZirMed ZirMed will indemnify and defend Customer against any claim by third parties that Customers 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 arse 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 ZirMcd Service become or, in ZirMed's opinion,be likely to become,the subject of an infringement claim,Customer will permit Z3rMed,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-rate basis,any umiscd prepaid amounts related thereto, Zirkld,Inc Rev ApdI 2013 Pad e4 of 0013 Z ebld In 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 I,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 dale 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 Iblfilling 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 bylaw (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 Lannu(ore required by Monroe County Code section 2-152: ZlrMed 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 F.>recativeAalboo,t . , om Name Grp„� Boswell i w Ziy 33040 m j�Phone• (30�289�606'id strict Fax marathon Cell FL �E mall boswell-garya monroccounty- ,.,,, ,I,,,,,�f,,UV„ _Admotor' . Domain m inlst m i Nome Gr,r�Boswell ®® _ . ., .. . , . pOffice Address: 490 63rd street Gt marathon State„FL � Zij 33050 � b,. Phone 305)289.6011( Fax Cell. C mn1l: boswcll- �u,momroecoun e.............. a„ ,.... �,� .. ...... �. , 25. Countemraits This Agreement maybe executed in counterparts and delivered by facsimile or other electronic means,each of which will be dLemed an original but all together will constitute only one agreement IN WITNESS WHEREOF,the Parties to this Agreement,in recognition of their undertakings set forth above,and for due and valid consideration,execute this Agreement Customer ZlrP1ed,Inc. BY ro. _ r By- Printed Name , _ , _ Printed Name .., Title v Title: Dote ...... ,...a . Date 00P"VW As ro 10 ��o r't r 7,%Ied,Inc Rm Apa12013 P&P 5 nr s 0,013 ZirMed,Inc