The URL can be used to link to this page

Item C10BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY Meeting Date.* December 12,20-12 Division: EmerM nc Services Bulk Item.- Yes X No Department: Fire Rescue Staff Contact Person: M 12 Navoli 89-6010 ............... ............ AGENDA ITEM WORDING: Request to issue a competitive solicitation (RFS)for review and evaluator.. .. of EMS ground and air rescue transport billing and collections. .. ........................ . .. . . . .. .......... ITEM BACKGROUND: It is desired that the county's emergency medical services.' " billing methods be reviewed to evaluate their efficiency and effectiveness and also determine if revenue collected is appropriate and maximized. The review will include the billing and collection of medicare, medicaid, and workers!' compensation, automobile, commercial and private pay for both air ambulance and.. ground ambulance transportations. - - - - - - - - ------------- - - - - PREVIOUS RELEVANT BOCC ACTION: N/A. ................. ..................... CONTRACT/AGREEMENT CHANGES: N/A' - - --------- ........... ........................ . . . .. ............... ... . . - .. ........ STAFF RECOMMENDATIONS ow Approval. ................ .................. TOTAL COST,.. $ 900 advertisin fees BUDGETED: Yes No COST TO COUNTY: �900 advertisffig fees SOURCE OF FUNDS: __ 1100 1 -530340 REVENUE PRODUCING: Yes No ,,,,,,x AMOUNT PER MONTH Year APPROVED BY: CountyAtty OMBMurchasffig Risk Managemen v DOCUMENTATION: Included X DISPOSITION: Not Required AGENDA ITEM # REQUEST FOR COMPETITIVE SOLICITATION BILLING CONSULTANT TO REVIEW AND EVALUATE MONROE COUNTY FIRE RESCUE'S EMS GROUND AND AIR RESCUE TRANSPORT BILLING AND COLLECTIONS MONROE COUNTY EMERGENCY SERVICES BOARD OF COUNTY COMMISSIONERS AND THE BOARD OF GOVERNORS OF FIRE AND AMBULANCE DISTRICT 1 OF MONROE COUNTY BOCC MEMBERS: Mayor George Neugent, District 2 Commissioner Danny L. Kolhage, District 1 Commissioner Heather Carruthers, District 3 Commissioner David Rice, District 4, Commissioner Sylvia Murphy, District 5 BOARD OF GOVERNORS MEMBERS: Monroe County Mayor George Neugent, District 2 Monroe County Commissioner David Rice, District 4 Layton Mayor, Norm Anderson Layton Councilman, Clark Snow COUNTY ADMINISTRATOR CLERK OF THE CIRCUIT COURT Roman Gastesi Amy Heavilin MONROE COUNTY FIRE CHIEF James Callahan December 2012 Prepared by Monroe County Emergency Services NOTICE OF REQUEST FOR COMPETITIVE SOLICITATIONS NOTICE IS HEREBY GIVEN that on January 16, 2013 at 3:00 P.M. the Monroe County Purchasing Office will receive and open sealed responses for the following: REVIEW AND EVALUATE MONROE COUNTY FIRE RESCUE (MCFR) EMS GROUND AND AIR RESCUE TRANSPORT BILLING MONROE COUNTY, FLORIDA Requirements for submission and the selection criteria may be requested from DemandStar by Onvia at www.demandstar.com OR www.monroecountybids.com or call toll -free at 1-800-711-1712. The Public Record is available at the Monroe County Purchasing Office located at The Gato Building, 1100 Simonton Street, Room 1-213, Key West, Florida. All Responses must be sealed and must be submitted to the Monroe County Purchasing Office. Publication dates Citizen (Fr) 12/14/12 Keynoter (Sa) 12/15/12 Reporter (Fr) 12/14/12 N TABLE OF CONTENTS NOTICE OF REQUEST FOR COMPETITIVE SOLICITATION SECTION ONE Instruction to Respondents SECTION TWO Definitions SECTION THREE Draft Agreements (Consulting Agreement and HIPAA Business Associate Agreement) SECTION FOUR Submissions Form & Required County Forms Attachment A Scope of Work Attachment B Submission Response Form Attachment C Non -Collusion Affidavit Attachment D Public Entity Crime Statement Attachment E Drug Free Workplace Form Attachment F Lobbying &Conflict of Interest Clause- (Ethics Clause) Attachment G Indemnification and Hold Harmless Attachment H Insurance Documents Attachment I Local Preference Form 3 SECTION ONE: INSTRUCTION TO RESPONDENTS 1.01 DESCRIPTION The Respondent awarded a contract shall act as a consultant to perform a review and evaluation of Monroe County Fire Rescue's (MCFR) emergency medical services (EMS) ground and air rescue transport billing and collections, as described more fully in the Scope of Work, Attachment A below. The County seeks a Respondent who will review current billing practices to determine whether they are in compliance with contracts, as well as federal, state and local laws; and make suggestions for improvements that will result in increases in collection. The County wishes the review to be conducted and completed within ninety (90) days following award of contract. This contract is subject to approval of the Monroe County Board of County Commissioners and the Board of Governors of Fire and Ambulance District 1 of Monroe County, Florida. All submissions must remain valid for a period of ninety (90) days from the date of the deadline for submission stated above. The Board will automatically reject the response of any person or affiliate who appears on the convicted vendor list prepared by the Department of Management Services, State of Florida, under Sec. 287.133(3)(d), Florida Statutes. Once completed, the recommended contract will be presented to the Monroe County Board of County Commissioners and the Board of Governors of Fire and Ambulance District 1 for review and approval. 1.02 RFS DOCUMENTS A. Only complete sets of RFS documents will be issued and shall be used in preparing responses. The County does not assume any responsibility for errors or misinterpretations resulting from the use of incomplete sets. B. Complete sets of RFS documents may be obtained in the manner and at the locations stated in the Notice of Request for Solicitations. 1.03 DESCRIPTION OF EMS BILLING PROGRAM Monroe County ("County") is a non -chartered county established under the Constitution and the laws of the State of Florida. The population of the County is estimated at approximately 73,000. The Board of County Commissioners, constituted as the governing body, has all the powers of a body corporate, including the powers to contract; to sue and be sued; to acquire, purchase, hold, lease and convey real estate and personal property; to borrow money and to generally exercise the powers of a public authority organized and existing for the purpose of providing community services to citizens within its territorial boundaries. Fire and Ambulance District 1 ("District') is a municipal special taxing district set up within Monroe County. The governing body consists of four members of the Board of County Commissioners and the representative of one municipality. 4 The County's EMS system includes ground ambulances and one air ambulance (Trauma Star). The EMS operations on all of the ambulances are staffed and operated by Monroe County Fire Rescue, a department within Monroe County Emergency Services division). Ground ambulance revenues are collected by the District. Air ambulance revenues are collected by the County. Monroe County currently contracts with athird-party billing company Advanced Data Processing, Inc. (d/b/a ADPI-Intermedix) to issue invoices and begin initial collections for ground and air transports. After an initial period of time (currently seven months), accounts are then placed with a separate third party collection company (Gila LLC d/b/a Municipal Services Bureau) for further collection efforts. Rates for both ground and air ambulance transports are set by Resolution of the governing body. County residents are eligible for a fee waiver for air ambulance transports. Monroe County Transport volume for the past eight (8) years is as follows: Year Ground Air Total Transports 2005 1449 89 1538 2006 1339 0 1339 2007 1301 83 1384 2008 1430 176 1606 2009 1406 148 1554 2010 1568 197 1765 2011 1583 237 1820 2012 1697 281 1978 1.04 DISQUALIFICATION OF RESPONDENT (Section Four contains these forms) A. NON -COLLUSION AFFIDAVIT: Any person submitting a solicitation in response to this invitation must execute the enclosed NON -COLLUSION AFFIDAVIT. If it is discovered that collusion exists among the Respondents, the solicitations of all participants in such collusion shall be rejected, and no participants in such collusion will be considered in future solicitations for the same work. B. PUBLIC ENTITY CRIME: A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a solicitation on a contract to provide any goods or services to a public entity, may not submit a solicitation on a contract with a public entity for the construction or repair of a public building or public work, may not submit Solicitations on leases or perform work as a respondent, supplier, or sub Respondent 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. Category Two: $25,000.00 E C. DRUG -FREE WORKPLACE FORM: Any person submitting a solicitation or bid in response to this invitation must execute the enclosed DRUG -FREE WORKPLACE FORM and submit it with his solicitation. Failure to complete this form in every detail and submit it with the solicitation or bid may result in immediate disqualification of the solicitation or bid. D. LOBBYING AND CONFLICT OF INTEREST ETHICS CLAUSE: Any person submitting a solicitation or bid in response to this invitation must execute the enclosed LOBBYING AND CONFLICT OF INTEREST CLAUSE and submit it with his solicitation or bid. Failure to complete this form in every detail and submit it with the solicitation or bid may result in immediate disqualification of the solicitation or bid. 1.05 EXAMINATION OF RFS DOCUMENTS A. Each Respondent shall carefully examine the RFS and other contract documents, and inform themselves thoroughly regarding any and all conditions and requirements that may in any manner affect cost, progress, or performance of the work to be performed under the contract. Ignorance on the part of the Respondent shall in no way relieve them of the obligations and responsibilities assumed under the contract. B. Should a Respondent find discrepancies or ambiguities in, or omissions from, the specifications, or should they be in doubt as to their meaning, they shall at once notify the County. C. Examination of Specifications. Each Respondent is required before submitting a solicitation, to be thoroughly familiar with the specifications contained herein. No additional allowances will be made because of lack of knowledge of the conditions. It is the responsibility of the successful respondent to ascertain if any components of the specification are unsafe or contrary to current applicable regulations. If any unsafe or unlawful criteria are contained herein, they shall be thoroughly explained to the purchaser in the solicitation. 1.06 INTERPRETATIONS, CLARIFICATIONS, AND ADDENDA Request for additional information relating to the specifications of this Request for Competitive Solicitation shall be submitted in writing directly to: Mary Napoli Monroe County Fire Rescue, Administrative Assistant 490 63rd Street Marathon, FL 33050 Fax: 305-289-6013 Written requests for additional information or clarification received at least seven (7) days prior to the deadline listed in the Notice will be answered in the form of an addendum published on DemandStar and issued to all persons who have downloaded the RFS. Oral requests will not be answered. on 1.07 GOVERNING LAWS AND REGULATIONS The Respondent is required to be familiar with and shall be responsible for complying with all federal, state, and local laws, ordinances, rules, and regulations that in any manner affect the work. Knowledge of business tax requirements and obtaining such licenses for Monroe County and municipalities within Monroe County are the responsibility of the Respondent. Monroe County is exempt from all local, state, and federal sales and use taxes. 1.08 PREPARATION OF RESPONSES Signature of the Respondent: The Respondent must sign the response forms in the space provided for the signature. If the Respondent is an individual, the words "doing business as ", or "Sole Owner" must appear beneath such signature. In the case of a partnership, the signature of at least one of the partners must follow the firm name and the words "Member of the Firm" should be written beneath such signature. If the Respondent is a corporation, the title of the officer signing the Response on behalf of the corporation must be stated along with the Corporation Seal Stamp and evidence of their authority to sign the Response must be submitted. The Respondent shall state in the response the name and address of each person having an interest in the submitting entity. 1.09 SUBMISSION OF RESPONSES Interested firms or individuals shall submit four (4) signed originals and one (1) complete copy [total = five (5)], of the solicitation in a sealed envelope clearly marked on the outside with the Respondent's name and "Proposal — Billing Consultant To Review and Evaluate Monroe County Fire Rescue's EMS Ground and Air Rescue Transport Billing and Collections" on the outside envelope. If sent by mail or by courier, the above -mentioned envelope shall be enclosed in another envelope addressed to Monroe County Purchasing Department, 1100 Simonton Street, Room 1-213, Key West, FL 33040, which shall be received on or before 3:00 P.M. local time on January 16, 2013 at 3:00 P.M. Faxed or e-mailed Solicitations shall be automatically rejected. 1.10 CONTENT OF SUBMISSION The solicitation submitted in response to this RFS shall be printed on 8-1/2" x I I" white paper and bound; shall be clear and concise and provide the information requested herein. Statements submitted without the required information will not be considered. Responses shall be organized as indicated below. The Respondent should not withhold any information from the written response in anticipation of presenting the information orally or in a demonstration, since oral presentations or demonstrations may not be solicited. Each Respondent must submit adequate documentation to certify the Respondent's compliance with the County's requirements. Respondent should focus specifically on the information requested. The following information, at a minimum, shall be included in the Submittal: A. Cover Page 7 A cover page that states "Proposal — Billing Consultant To Review and Evaluate Monroe County Fire Rescue's EMS Ground and Air Rescue Transport Billing and Collections" The cover page should contain Respondent's name, address, telephone number, and the name of the Respondent's contact person. B. Tabbed Sections This Solicitation is written around specific needs of this department. The award shall be given to the Respondent whose Solicitation comes closest to meeting these specifications at the most competitive price. Tab 1. Narrative Self -Analysis The Respondent shall provide a history of the firm and a general description of Respondent's experience and qualifications with ground and air ambulance transport ;billing, with particular emphasis on experience with governmental entities at the state, county or local (municipal or special district) level within the State of Florida. Include a comprehensive statement detailing how the Respondent, if awarded a contract, shall provide the services and deliverables identified in the Scope of Work. Tab 2. Qualifications of Respondent Respondent must provide proof of the following items: A. Documentation showing that the Respondent has a ininiinuin often (10) years' experience in which ground transport and/or air transport billing services are performed. B. The number of years the Respondent has operated under its present name and any prior names. C. The number of years the Respondent has been operating and, if different, the number of years it has been providing the services or goods called for in this Request. Tab 3. References Provide the name, address, telephone number and contact naive of at least three (3) references who can provide information as to your qualifications for the same or similar services. At least one (1) of the names must be from other governmental entities. Provide the dates during which you have worked for each reference, and a description of services provided. Tab 4. Past Performance on Similar Projects List other similar projects completed as those required in this request within the past five (5) years. For each project, give the client's: - Name and full address - Telephone number and name of client contact 8 - Date of initiation and completion of contract - Summary of the services and area served Tab 5. Litigation Respondent must supply answers to the following questions regarding claims and suits: A. Has the Respondent ever failed to complete work or provide the goods for which it has contracted? (If yes, provide details.) B. Are there any judgments, claims, arbitration proceeding or suits pending or outstanding against the Respondent, or its officers, managing members, or general partners? (If yes, provide details.) C. Has the Respondent, within the last five (5) years, been a party to any lawsuit or arbitration with regard to a contract for services or goods similar to those requested in the RFS? (If yes, the Respondent shall provide a history of any past or pending claims and litigation in which the Respondent is involved as a result of the provision of the same or similar services which are requested or described herein.) D. Has the Respondent ever initiated litigation against the County or been sued by the County in connection with any contract to provide services, goods or construction services? (If yes, provide details.) E. State whether, within the last five (5) years, an officer, general partner, controlling shareholder or major creditor or proposer was an officer, general partner, controlling shareholder or major creditor of any other entity that failed to perform services or furnish goods similar to those sought in the request for solicitation. Tab 6. Other Information Provide any additional information which will present evaluators with insight about the knowledge, skills and abilities of the respondent. Tab 7. County Forms and Licenses Respondent shall complete and execute the forms specified below and located in Section four in this _, as well as copies of all professional and business tax licenses, and shall include them behind this tab. Form - Submission Response Form (including acknowledgement of addenda if applicable) - Non -Collusion Affidavit - Public Entity Crime Statement - Drug Free Workplace Form - Lobbying and Conflict of Interest Clause - Local Preference Form (if applicable) compensation sought, and 9 1.11 MODIFICATION OF RESPONSES Written modification will be accepted from respondents if addressed to the entity and address indicated in the Notice of Request for Solicitations and received prior to Solicitation due date and time. Modifications must be submitted in a sealed envelope clearly marked on the outside, with the Respondents name and "Modification to Proposal — Billing Consultant to Review and Evaluate Monroe County Fire Rescue's EMS Ground and Air Rescue Transport Billing and Collections". If sent by mail or by courier, the above -mentioned envelope shall be enclosed in another envelope addressed to the entity and address stated in the Notice of Request for Solicitation. Faxed or e-mailed modifications shall be automatically rejected. 1.12 RESPONSIBILITY FOR RESPONSE The Respondent is solely responsible for all costs of preparing and submitting the response, regardless of whether a contract award is made by the County. 1.13 RECEIPT AND OPENING OF RESPONSES Responses will be received until the designated time and will be publicly opened. Respondents' names shall be read aloud at the appointed time and place stated in the Notice of Request for Competitive Solicitations. Monroe County's representative authorized to open the responses will decide when the specified time has arrived and no responses received thereafter will be considered. No responsibility will be attached to anyone for the premature opening of a response not properly addressed and identified. Respondents or their authorized agents are invited to be present. 1.14 DETERMINATION OF SUCCESSFUL RESPONDENT The following describes the criteria to be used for analyzing and evaluating the various solicitations. A. Qualification: 1. Expertise/qualifications of entity and key personnel — 25 points B . Experience: 1. Experience with EMS ground billing — 10 points 2. Experience with EMS air billing — 25 points 3. Experience in collections — 10 points 4. Governmental/municipal experience — 10 points 5. Experience in Florida with regard to ground and air transport billing and collections — 10 points C . Price: 5 points D. Local preference — 5 points NOTE: In performing the evaluation, only information contained within the Respondents written solicitation will be considered. 10 1.15 AWARD OF CONTRACT A. The County reserves the right to reject any and all solicitations, or any part of any solicitations; to award separate contracts for the services based on geographic area or other, and to waive any informality in any response, or to re -advertise for all or part of the work contemplated. B. The County also reserves the right to reject the response of a Respondent who has previously failed to perform properly or to complete contracts of a similar nature on time. C. The recommendation of staff shall be presented to the Board of County Commissioners and the Board of Governors of Fire and Ambulance District 1 of Monroe County, Florida, for final selection and award of contract. If solicitations are found to be acceptable to the County, written notice will be given to the selected Respondent of the acceptance of the Respondent's solicitation and the award of the contract to Respondent. 1.16 EXECUTION OF CONTRACT The Respondent with whom a contract is negotiated shall be required to return to the County four (4) executed counterpart originals of the consulting agreement and HIPAA Business Associate Agreement shown in Section Three, below.. 1.17 CERTIFICATE OF INSURANCE AND INSURANCE REQUIREMENTS The Respondent shall be responsible for all necessary insurance coverage as indicated on Attachment H (general liability, professional liability, vehicle liability, workers' compensation and employer liability). Certificates of Insurance must be provided to Monroe County within fifteen (15) days after award of contract. If the proper insurance forms are not received within the fifteen (15) day period, the contract may be awarded to the next selected Respondent. Policies shall be written by companies licensed to do business in the State of Florida and having an agent for service of process in the State award of contract of Florida. Companies shall have an A.M. Best rating of A- and a Financial Size of VI or better. The required insurance shall be maintained at all time while Respondent is providing service to the County. Monroe County shall be named as Additional insured on the General Liability and Vehicle Liability Policies. 1.18 INDEMNIFICATION The Respondent to whom a contract is awarded shall defend, indemnify and hold harmless the County as outlined below. The Respondent covenants and agrees to indemnify, hold harmless and defend Monroe County, its commissioners, officers, employees, agents and servants from any and all claims for bodily injury, including death, personal injury, and property damage, including damage to property owned by Monroe County, and any other losses, damages, and expenses of any kind, including consultant's fees, court costs and expenses, which arise out of, in connection with, or by reason of services provided by the Respondent or any of its Subbidder(s) in any tier, occasioned by the negligence, errors, or other wrongful act or 11 omission of the Respondent, its Sub-bidder(s) in any tier, their officers, employees, servants or agents. In the event that the service is delayed or suspended as a result of the Respondents failure to purchase or maintain the required insurance, the Respondent shall indemnify the County from any and all increased expenses resulting from such delay. The first ten dollars ($10.00) of remuneration paid to the Respondent is consideration for the indemnification provided for above. The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements contained elsewhere within this agreement. This indemnification shall survive the expiration or earlier termination of the contract. 1.18 LOCAL PREFERENCE Vendors claiming a local preference according to Monroe County Ordinance 023 -2009 must complete the form attached in Section Four. 12 SECTION TWO: DEFINITIONS 2.01 Definitions Wherever used in these General Conditions or in the other contract documents the terms below have the meanings indicated which are applicable to both the singular and the plural thereof. The use of the terms "he", "him", "himself' or "his" shall refer to male and female persons alike and should not be construed as derogatory or discriminatory to female persons. Purchaser — The end user of the equipment specified or the applicable purchasing agent for Monroe County Fire Rescue and the Board of Governors of Fire and Ambulance District 1 of Monroe County through the Board of County Commissioners of Monroe County, Florida. Respondent — The individual, firm, partnership, manufacturer or corporation to whom the contract is awarded by the County and who is subj ect to the terms thereof. Equal — Shall be taken in it is general sense and shall not mean identical. These specifications are for the sole purpose of establishing minimum requirements for the level of quality and standards of performance and is in no way intended to prohibit the responder's ability to provide service in another manner he sees fit. Note: Monroe County Fire Rescue (HCFR) shall be the sole judge of equality and this decision shall be final. 13 SECTION THREE: DRAFT AGREEMENTS 14 CONSULTING AGREEMENT BETWEEN THE BOARD OF COUNTY COMMISSIONERS AND THE BOARD OF GOVERNORS FIRE AND AMBULANCE DISTRICT I OF MONROE COUNTY, FLORIDA AND 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 day of , 2012 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 63rd Street, Marathon, FL 33050 (the District and Monroe County are hereinafter referred to collectively as the "COUNTY"), and , (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 , 2012, 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 $ as fixed price, full and final payment for the services described in Attachment A, including all 15 deliverables. There 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: 16 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 furnishing 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: 17 • 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. 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. fl 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 18 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. 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. Anti solicitation: 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: For Consultant: Monroe County Fire Rescue Fire Chief 490 63rd Street Ocean, Suite 140 Marathon, FL 33050 (305) 289-6006 19 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) Confidential/proprietary 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 20 third party billing and collection companies for use and disclose 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. 21 IN WITNESS WHEREOF, the parties have executed this agreement the day and year first above written. (SEAL) ATTEST: AMY HEAVILIN, COUNTY CLERK BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA By: By: Deputy Clerk Mayor, George Neugent RESPONDENT: BOARD OF GOVERNORS OF FIRE AND AMBULANCE DISTRICT I OF MONROE COUNTY, FL 0 Print Name and Title Date: Mayor / Chairman PX BUSINESS ASSOCIATE AGREEMENT BETWEEN THE BOARD OF COUNTY COMMISSIONERS AND THE BOARD OF GOVERNORS FIRE AND AMBULANCE DISTRICT I OF MONROE COUNTY, FLORIDA AND 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 day of , 2012 by and between the BOARD OF COUNTY COMMISSIONERS and the BOARD OF GOVERNORS OF FIRE AND AMBULANCE DISTRICT I. MONROE COUNTY, a political subdivision of the State of Florida, with principal offices located at 490 63rd Street, Marathon, FL 33050 (the District and Monroe County are hereinafter referred to collectively as the "COUNTY"), and , (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: an 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 23 exhibits or other attachments thereto and all documents incorporated therein by reference. 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 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 term in 45 C.F.R. §164.501. 3. "Electronic Protected Health Information" shall have the same meaning as the term "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 Aand E. 6. "Protected Health Information" (or "PHI") shall have the meaning given to such term 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 24 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 25 it maintains in Designated Record Sets to the County, or to the Individual to whom the 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: 1. 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. 26 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. 3. 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. 27 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. 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 of, 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. 28 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. 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. D. 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 29 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. 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 terms 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 e valid and enforceable to the fullest extent permitted by law; and 30 (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 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 31 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. All notices to Business Associate shall be served at the following address: L. Survival. The respective rights and obligations of Business Associate under V.C. and VIX of this Agreement shall survive the termination of this Agreement. M. Counterparts. This Agreement may be executed in two or more counterparts, each of which may be deemed an original. VII. ACKNOWLEDGEMENT AND SIGNATURES The parties acknowledge that they have read this agreement, understand it, and agree to be bound by its terms. Accordingly, in witness whereof, this Agreement is executed by the parties, by their duly authorized representatives as of the date set forth above. (SEAL) BOARD OF COUNTY COMMISSIONERS ATTEST: AMY HEAVILIN, OF MONROE COUNTY, FLORIDA COUNTY CLERK By: By: Deputy Clerk Mayor, George Neugent RESPONDENT: BOARD OF GOVERNORS OF FIRE AND AMBULANCE DISTRICT 1 OF MONROE COUNTY, FL By: By: Print Name and Title Mayor / Chairman Date: 32 SECTION FOUR ATTACHMENTS AND FORMS: Attachment A Scope of Work Attachment B Submission Response Form Attachment C Non -Collusion Affidavit Attachment D Public Entity Crime Statement Attachment E Drug Free Workplace Form Attachment F Lobbying &Conflict of Interest Clause- (Ethics Clause) Attachment G Indemnification and Hold Harmless Attachment H Insurance Documents Attachment I Local Preference Form 33 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. 34 Respondent will make recommendations on any improvements to billing and initial collection processes. 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. E. 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. 35 Attachment B SUBMISSION SOLICITATION RESPONSE FORM BILLING CONSULTANT TO REVIEW AND EVALUATE MONROE COUNTY FIRE RESCUE'S EMS GROUND AND AIR RESCUE TRANSPORT BILLING AND COLLECTIONS Respondent's Name and Mailing Address: Telephone and Fax Numbers: Email Address Indicate below the compensation you seek for the Scope of Service described in Attachment A. All amounts must be written AND in number format. In case of a conflict between the amount in words and the amount in numbers, the amount in words shall control. Total $ I have included: o Submission Response Form o Non Collusion Affidavit o Public Entity Crime Statement o Lobbying and Conflict of Interest Clause Form o Drug Free Workplace Form o Indemnification and Hold Harmless o Local Preference Form (if applicable) (Check mark items above, as a reminder that they are included). I state that I am authorized to submit this proposal. STATE OF (Signature of Respondent) COUNTY OF Date PERSONALLY APPEARED BEFORE ME, the undersigned authority, who, after first being sworn by me, (name of individual signing) affixed his/her signature in the space provided above on this day of , 20 My commission expires: NOTARY PUBLIC 36 Attachment C NON- COLLUSION AFFIDAVIT I, , of the city of according to law on my oath, and under penalty of perjury, depose and say that; 1) I am ,the respondent making the Solicitation for the project described as follows: 2) The prices in this solicitation have been arrived at independently without collusion, consultation, communication or agreement for the purpose of restricting competition, as to any matter relating to such prices with any other respondent or with any competitor; 3) Unless otherwise required by law, the prices which have been quoted in this solicitation have not been knowingly disclosed by the respondent and will not knowingly be disclosed by the respondent prior to solicitation opening, directly or indirectly, to any other respondent or to any competitor; and 4) No attempt has been made or will be made by the respondent to induce any other person, partnership or corporation to submit, or not to submit, a solicitation for the purpose of restricting competition; and 5) The statements contained in this affidavit are true and correct, and made with full knowledge that Monroe County relies upon the truth of the statements contained in this affidavit in awarding contracts for said project. STATE OF COUNTY OF Date (Signature of Respondent) PERSONALLY APPEARED BEFORE ME, the undersigned authority, who, after first being sworn by me, (name of individual signing) affixed his/her signature in the space provided above on this day of , 20 My commission expires: NOTARY PUBLIC OMB - MCP FORM # 1 37 Attachment D 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 solicitation on a contract to provide any goods or services to a public entity, may not submit a solicitation on a contract with a public entity for the construction or repair of a public building or public work, may not submit solicitations on leases of real property to public entity, may not be awarded or perform work as a bidder, supplier, subbidder, RESPONDENT or subRespondents 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." By executing this form, I acknowledge that I/my company is in compliance with the above. STATE OF COUNTY OF (Signature of Respondent) Date PERSONALLY APPEARED BEFORE ME, the undersigned authority, who, after first being sworn by me, (name of individual signing) affixed his/her signature in the space provided above on this day of , 20 My commission expires: NOTARY PUBLIC 38 Attachment E DRUG -FREE WORKPLACE FORM The undersigned Respondent in accordance with Florida Statute 287.087 hereby certifies that: (Name of Business) 1. Publishes a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition. 2. Informs employees about the dangers of drug abuse in the workplace, the business's policy of maintaining a drug -free workplace, any available drug counseling, rehabilitation, and employee assistance 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 statement specified in subsection (1), notifies the employees that, as a condition of working on the commodities or contractual services that are under solicitation, the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contendre to, any violation of Chapter 893 (Florida Statutes) or of any controlled substance law of the United States or any state, for a violation occurring 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 assistance or rehabilitation program if such is available in the employee's community, or any employee who is so convicted. 6. Makes a good faith effort to continue to maintain a drug -free workplace through implementation of this section. As the person authorized to sign the statement, I certify that this firm complies fully with the above requirements. Respondent's Signature Date OMB - MCP FORM #5 39 Attachment F LOBBYING AND CONFLICT OF INTEREST CLAUSE SWORN STATEMENT UNDER ORDINANCE NO. 10-1990 MONROE COUNTY, FLORIDA ETHICS CLAUSE warrants that he/it has not employed, retained or otherwise had act on his/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. (Signature) Date: STATE OF COUNTY OF PERSONALLY APPEARED BEFORE ME, the undersigned authority, who, after first being sworn by me, affixed his/her signature (name of individual signing) in the space provided above on this day of , 20 NOTARY PUBLIC My commission expires: OMB - MCP FORM #4 40 Attachment G MONROE COUNTY, FLORIDA RISK MANAGEMENT POLICY AND PROCEDURES CONTRACT ADMINISTRATION MANUAL Indemnification and Hold Harmless for Other Respondents and subRespondents The Responder covenants and agrees to indemnify and hold harmless Monroe County Board of County Commissioners AND Board of Governors for District I, its servants, agents and employees from any and all claims for bodily injury (including death), personal injury, and property damage (including property owned by Monroe County) and any other losses, damages, and expenses (including consultant's fees) which arise out of, in connection with, or by reason of services provided by the Bidder or any of its subRespondents (s) in any tier, occasioned by the negligence, errors, or other wrongful act or omission of The Responder or its sub -Responder in any tier, their employees, or agents. In the event the completion of the project (to include the work of others) is delayed or suspended as a result of the Responder's failure to purchase or maintain the required insurance, the Respondent shall indemnify the County from any and all increased expenses resulting from such delay. The first ten dollars ($10.00) of remuneration paid to the Respondent is for the indemnification provided for above. The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements contained elsewhere within this agreement. Respondent's Signature Date 41 TCS Attachment H (1 of 4) INSURANCE REQUIREMENTS FOR CONTRACT 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 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. IP) GL2 43 Attachment H (2 of =1) 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 Recognizing that the work governed by this contract involves the furnishing 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 PRO2 44 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 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 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. VL2 45 Attachment H (4 of =1) 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 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 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 the Respondent has been approved by the Florida's Department of Labor, as an authorized self -insurer, the County shall recognize and honor the Respondent's 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 the Respondent's Excess Insurance Program. If the Respondent participates in a self-insurance fund, a Certificate of Insurance will be required. In addition, the Respondent may be required to submit updated financial statements from the fund upon request from the County. WC2 46 Attachment H (4 of =1) MONROE COUNTY, FLORIDA Request for Waiver of Insurance Requirements It is requested that the insurance requirements, as specified in the County's Schedule of Insurance Requirements, be waived or modified on the following contract. Respondent: Contract for: Address of Respondent: Phone: Scope of Work: Reason for Waiver: Policies Waiver will apply to: Signature of Respondent: Approved Not Approved Risk Management Date County Administrator appeal: Approved: Not Approved: Date: Board of County Commissioners appeal: Approved: Not Approved: Meeting Date: 47 Attachment I LOCAL PREFERENCE FORM Vendors claiming a local preference according to Ordinance 023-2009 must complete this form. Name of Bidder/Responder. Date: 1. Does the vendor have a valid receipt for the business tax paid to the Monroe County Tax Collector dated at least one year prior to the notice or request for bid or solicitation? (Please furnish copy. ) 2. Does the vendor have a physical business address located within Monroe County from which the vendor operates or performs business on a day to day basis that is a substantial component of the goods or services being offered to Monroe County? List Address: Telephone Number: B. Does the vendor/prime Respondent intend to subcontract 50% or more of the goods, services or construction to local businesses meeting the criteria above as to licensing and location? If yes, please provide: 1. Copy of Receipt of the business tax paid to the Monroe County Tax Collector by the subRespondent dated at least one year prior to the notice or request for bid or solicitation. 2. SubRespondent Address within Monroe County from which the subRespondent operates: Tel. Number Print Name: Signature and Title of Authorized Signatory for Bidder/Responder STATE OF COUNTY OF On this day of , 20 , before me, the undersigned notary public, personally appeared known to me to be the person whose name is subscribed above or who produced as identification, and acknowledged that he/she is the person who executed the above Local Preference Form for the purposes therein contained. Notary Public Print Name My commission expires: Seal 48