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06/15/2022 Agreement GV�S COURTq c Kevin Madok, CPA Clerk of the Circuit Court& Comptroller— Monroe Count Florida o p Y, E cOVN DATE: June 27, 2022 TO: Cheri Tatuborski Emergency Sea,,ices Mayor Bruce Halle Fire &Ambulance District 1 Board of Governors FROM: Liz Yongue, Deputy Clerk SUBJECT: June 15th BOCC Meeting Attached are electronic copies of the following items for your handling: C1 Agreement with R.T.R. Financial Sea11ices, Inc. to proNride collection seances for unpaid amounts resulting from Fire Rescue emergency medical air and ground transportation seances. H1 Agreement with R.T.R. Financial Seances, Inc. to proNride collection seances for unpaid amounts resulting from Fire Rescue emergency medical air and ground transportation seances. Should you have any questions,please feel free to contact me at (305) 292-3550. cc: County Attorney_ Finance File KEY WEST MARATHON PLANTATION KEY PK/ROTH BUILDING 500 Whitehead Street 3117 Overseas Highway 88820 Overseas Highway 50 High Point Road Key West,Florida 33040 Marathon,Florida 33050 Plantation Key,Florida 33070 Plantation Key,Florida 33070 305-294-4641 305-289-6027 305-852-7145 305-852-7145 AGREEMENT FOR COLLECTION SERVICES This Collection Services Agreement ("Agreement") is made and entered into this 151 day of June. 2022 ("Effective Date"), by and between Monroe County, a political subdivision of the State of Florida,whose address is 1100 Simonton Street, Key West, Florida 33040,its successors and assigns, through Monroe County Board of County Commissioners ("BOCC"), and Monroe County Fire and Ambulance District 1, by and through its Board of Governors ("District") (hereinafter collectively referred to as"County"), AND R.T.R. Financial Services, Inc., a New York corporation ("Contractor"), The Contractor and County are referred to herein individually as a"party"and collectively as the"parties." WITNESSETH: WHEREAS, the County is seeking collection services with respect to certain outstanding unpaid emergency medical transportation services; and WHEREAS, Contractor is under contract with Seminole County, Florida ("Seminole County") to provide the same or substantially similar services pursuant to a Seminole County Contract (RFP 603466-19/BJC Collection Services) effective July 1, 2019 ("Seminole County Contract"); and WHEREAS, Contractor is willing to provide such services to the County on the same terms, conditions, and fees as it provides them under the Seminole County Contract except as provided herein; NOW, THEREFORE, in consideration of the mutual representations, warranties and covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: ARTICLE 1 ENGAGEMENT 1.1. Engagement: County hereby engages Contractor to provide the services described on Schedule A, List of Services, and Contractor hereby accepts such engagement, all on the terms and conditions set forth herein. Contractor will determine the method, detail and means of performing the services as detailed on Schedule A. ARTICLE 2 REPRESENTATIONS AND WARRANTIES 2.1. Representations and Warranties of Company: By executing this Agreement, Contractor makes the following express representations and warranties to the County. 2.1.1 The Contractor shall maintain all necessary licenses, permits or other authorizations necessary to act as Contractor for the Project until the Contractor's duties hereunder have been fully satisfied. Page 1 of 19 2.1.2 The Contractor has become familiar with site(s) and the local conditions under which the Project is to be completed. 2.1.3 The Contractor shall prepare all documentation required by this Agreement in such a manner that they shall be accurate, coordinated and adequate for use in verifying work completed and shall be in conformity and comply with all applicable law,codes and regulations.The Contractor warrants that the documents prepared as a part of this Agreement will be adequate and sufficient to document costs in a manner that is acceptable for reimbursement by government agencies, if required, therefore eliminating any additional cost due to missing or incorrect information. 2.1.4 The Contractor assumes full responsibility to the extent allowed by law with regards to his performance and those directly under his employ. 2.1.5 The Contractor's services shall be performed as expeditiously as is consistent with professional skill and care and the orderly progress of the Work. In providing all services pursuant to this Agreement, the Contractor shall abide by all statutes, ordinances, rules and regulations pertaining to, or regulating the provisions of such services, including those now in effect and hereinafter adopted. Any violation of said statutes, ordinances, rules and regulations shall constitute a material breach of this agreement and shall entitle the Board to terminate this Agreement immediately upon delivery of written notice of termination to the Contractor. 2.1.6 At all times and for all purposes under this Agreement, the Contractor is an independent Contractor, and not an employee of the BOCC for Monroe County. No statement contained in this Agreement shall be construed so as to find the Contractor or any of his/her employees,contractors,servants, or agents to be employees of the BOCC for Monroe County. 2.1.7 The Contractor shall not discriminate against any person on the basis of race, creed, color, national origin, sex, age or any other characteristic or aspect which is not job related, in its recruiting, hiring, promoting, terminating, or any other area affecting employment under this Agreement or with the provision of services or goods under this Agreement 2.2 Use of Employees or Subcontractors: Company may, at Company's own expense, use any employees or subcontractors as Company deems necessary to perform the services required of Company by this Agreement. County may not control,direct, or supervise Company's employees or subcontractors in the performance of those services. 2.3 Qualifications: Company represents that it is qualified and has the skills necessary to perform the services under this Agreement in a competent and professional manner, without the advice or direction of County. Page 2 of 19 ARTICLE 3 SCOPE OF BASIC SERVICES 3.1 Definition: Contractor's Scope of Basic Services consist of those described in Schedule A, List of Services in conjunction with Exhibit A. The Contractor shall commence work on the services provided for in this Agreement promptly upon his receipt of a written notice to proceed from the County. 3.2 Notice Requirement: All written correspondence to the County shall be dated and signed by an authorized representative of the Contractor. Any notice required or permitted under this Agreement shall be in writing and hand delivered or mailed, postage pre-paid, to the County by certified mail, return receipt requested, to the following: For the County: Steven Hudson, Fire Chief Monroe County Fire Rescue 490 631d Street, Ocean Marathon, Florida 33050 And: Mr. Roman Gastesi, Jr. Monroe County Administrator Monroe County 1100 Simonton Street, Room 2-205 Key West, Florida 33040 For the Contractor: Mr. Robert J. Reilly Vice President/Chief Executive Officer R.T.R. Financial Services, Inc. 2 Teleport Drive, Suite 302 Staten Island, New York 10311 With a copy to: Mr. James Molenaar Monroe County Attorney's Office 1100 Simonton Street Key West, Florida 33040 3.3 Attorney-in-Fact: County appoints Company as County's attorney-in-fact for the following purposes: 3.3.1 Billing and Collections: To bill and collect ("Collections") all receivable submitted to Company by and due to County, in connection with County's emergency medical ground and air transportation services, and to receive all Collections on County's behalf and to sue for and give satisfaction for monies due on account and to withdraw any claims, suits, or proceedings pertaining to or arising out of Company's or County's right to collect such amounts. Page 3 of 19 ARTICLE 4 ADDITIONAL PRODUCTS AND SERVICES 4.1 Additional products and services are those products and services not included in the Scope of Basic Services. Should the County require additional products or services they shall be paid for the by the County at pricing, rates or fees negotiated at the time when services are required, but only if approved by the County before commencement. 4.2 If additional Services are required, the County shall issue a letter requesting and describing the requested products and services to the Contractor. The Contractor shall respond with a fee proposal, in accordance with the competitive pricing under the Seminole County Contract(RFP 603466-19/BJC Collection Services) effective July 1, 2019 and continue in effect for three(3)years with a possible additional term up to a maximum of two (2)years, to provide requested products and/or to perform the requested services. Only after receiving an amendment to the Agreement and a notice to proceed from the County, shall the Contractor proceed with the Additional Services. Any additional services must be funded and approved by the BOCC. ARTICLE 5 COUNTY'S RESPONSIBILITIES 5.1 The COUNTY shall provide complete and accurate information and cooperation regarding requirements for the Project including access to office accommodations, facilities, equipment, county staff assistance and cooperation, and complete and accurate data. 5.2 The COUNTY shall designate a representative to act on the COUNTY's behalf with respect to the Project. The COUNTY or its representative shall render decisions in a timely manner pertaining to request for information submitted by the CONTRACTOR in order to avoid unreasonable delay in the orderly and sequential progress of the CONTRACTOR'S services. 5.3 Prompt written notice shall be given by the COUNTY and the CONTRACTOR's representative if either become aware of any fault or defect in the Project or non-conformance with the Agreement Documents. Written notice shall be deemed to have been duly served if sent pursuant to paragraph 3.2. 5.4 The COUNTY shall furnish the required information and services and shall render approvals and decisions as expeditiously as necessary for the orderly progress of the CONTRACTOR'S services. 5.5 The COUNTY's review of any information or documents prepared by the CONTRACTOR or its subcontractors shall be solely for the purpose of determining whether such information or documents are generally consistent with the COUNTY's criteria, as, and if, modified. No review of such information or documents shall relieve the CONTRACTOR of responsibility for the accuracy, adequacy, fitness, suitability or coordination of its work product. Page 4 of 19 ARTICLE 6 INDEMNIFICATION AND HOLD HARMLESS 6.1 The CONTRACTOR covenants and agrees to indemnify and hold harmless COUNTY/Monroe County and Monroe County Board of County Commissioners, its officers and employees from liabilities, damages, losses and costs, including but not limited to, reasonable attorneys'fees,to the extent caused by the negligence, recklessness, or intentional wrongful conduct of the CONTRACTOR, subcontractor(s)and other persons employed or utilized by the CONTRACTOR in the performance of the contract. 6.2 The first ten dollars($10.00)of remuneration paid to the CONTRACTOR 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. 6.3 In the event the completion of the project(to include the work of others) is delayed or suspended as a result of the CONTRACTOR'S failure to purchase or maintain the required insurance, the CONTRACTOR shall indemnify COUNTY from any and all increased expenses resulting from such delays. 6.4 The extent of liability is in no way limited to, reduced or lessened by the insurance requirements contained elsewhere within the Agreement. 6.5 This indemnification shall survive the expiration or early termination of the Agreement. ARTICLE 7 PERSONNEL 7.1 Personnel. The CONTRACTOR shall assign only qualified personnel to perform any service concerning the project. ARTICLE 8 COMPENSATION AND TERM 8.1 Compensation based on Specified Rates. 8.1.1 The COUNTY shall pay the CONTRACTOR for the CONTRACTOR'S performance of this Agreement based on the competitively bid pricing outlined in Attachment A. 8.2 Payments. 8.2.1 The Contractor will be paid based on delivered work products included in Schedule A, List of Services. Payment will be made pursuant to the Local Government Prompt Payment Act 218.70, Florida Statutes. Page 5 of 19 8.2.1.1 If the CONTRACTOR'S duties, obligations and responsibilities are materially changed by amendment to this Agreement after execution of this Agreement, compensation due to the CONTRACTOR shall be equitably adjusted, either upward or downward. 8.2.1.2 As a condition precedent for any payment due under this Agreement, the CONTRACTOR shall submit monthly, unless otherwise agreed in writing by the COUNTY, a proper invoice to COUNTY requesting payment for services properly rendered and reimbursable expenses due hereunder. The CONTRACTOR'S invoice shall describe with reasonable particularity the service rendered. The CONTRACTOR'S invoice shall be accompanied by such supporting documentation or data in support of expenses for which payment is sought that is acceptable to the Clerk based on generally accepted account principles and such laws, rules and regulations as may govern the Clerk's disbursal of funds. 8.3 Budget and Reimbursable Expenses. 8.3.1 The Contractor may not be entitled to receive, and the County is not obligated to pay, any fees or expenses in excess of the amount budgeted for this contract in each fiscal year(October 1 -September 30) by COUNTY's Board of County Commissioners. The budgeted amount may only be modified by an affirmative act of the COUNTY's Board of County Commissioners. 8.3.2 The County's performance and obligation to pay under this Agreement is contingent upon an annual appropriation by the Board of County Commissioners and the approval of the Board members at the time of contract initiation and its duration. 8.3.3 It is anticipated that no reimbursable expenses will be incurred by the Contractor. Additionally, it is anticipated that this work will be performed remotely, but in the event that travel becomes necessary, expenses incurred in connection with travel authorized by the County, in writing, will only be reimbursement to the extent and in the amount authorized by Section 112.061, Florida Statutes and/or Monroe County Ordinance. 8.4 Term of Agreement. 8.4.1 The initial term of this Agreement is for a 12-month period.This Agreement may be extended upon mutual agreement of the parties.The Agreement may be renewed after the initial one (1)year term for two(2) incremental one-year extensions in accordance with the term of the contract with the Seminole County Contract and an additional term up to a maximum of two (2)years.Any renewal of this Agreement must be in writing and signed by both the County and Contractor. Page 6 of 19 ARTICLE 9 INSURANCE 9.1 The CONTRACTOR shall obtain insurance as specified and maintain the required insurance at all times that this Agreement is in effect. In the event the completion of the project (to include the work of others)is delayed or suspended as a result of the CONTRACTOR'S failure to purchase or maintain the required insurance,the CONTRACTOR shall indemnify the COUNTY from any and all increased expenses resulting from such delay. 9.2 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. 9.3 Contractor shall obtain and maintain the following policies: 9.3.1 Workers' Compensation insurance as required by the State of Florida, sufficient to respond to Sec. 440, Florida Statutes. 9.3.2 Employers Liability Insurance with coverage to be maintained throughout the life of the Agreement, and include limits of not less than: 9.3.2.1 $500,000 per Accident, 9.3.2.2 $500,000 Bodily Injury by Disease policy limits, 9.3.2.3 $500,000 Bodily Injury by Disease, each employee, 9.3.2.4 $500,000 Bodily Injury by Disease, policy limits 9.3.2.5 $500,000 Bodily Injury by Disease, each employee 9.3.3 Commercial General Liability Insurance with Coverage to be maintained throughout the life of the Agreement, and include as a minimum: 9.3.3.1 Premises Operations 9.3.3.2 Products and Completed Operations 9.3.3.3 Blanket Contractual Liability 9.3.3.4 Personal Injury Liability 9.3.3.5 The minimum limits acceptable shall be $500,000 Combined Single Limit(CSL). 9.3.3.6 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 Agreement. 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. Page 7 of 19 9.3.4 Commercial Business Automobile and Vehicle Liability Insurance covering claims for injuries to members of the public and/or damages to property of others arising from use of motor vehicles, including onsite and offsite operations, and owned, hired or non-owned vehicles,with $200,00 per person, $300,000 per Occurrence, $200,000 Property Damage or $300,000 combined single limit. 9.3.5 Cyber Liability Insurance coverage to be maintained throughout the life of the Agreement. The minimum limits acceptable is$1,000,000 and coverage shall include the following: 9.3.5.1 Data Breach 9.3.5.2 Network Security Liability 9.3.5.3 Internet Media 9.3.5.4 Network Extortion 9.3.5.5 Regulatory Proceedings 9.3.5.6 PCI Fines and Costs 9.4 County shall be named as an additional insured with respect to Contractor's liabilities hereunder for all insurance coverages identified in Article 9 of this Agreement with the exception of workers' compensation and Employer's Liability. 9.5 Contractor shall require its subcontractors to be adequately insured at least to the limits prescribed above, and to any increased limits of Contractor if so required by County during the term of this Agreement. County will not pay for increased limits of insurance for subcontractors. 9.6 CONTRACTOR 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. CONTRACTOR shall maintain the insurance in force throughout the term of this Agreement and shall provide additional certificates of insurance whenever an existing policy lapses. 9.7 If the CONTRACTOR participates in a self-insurance fund, a Certificate of Insurance will be required. In addition, the CONTRACTOR may be required to submit updated financial statements from the fund upon request from the COUNTY. ARTICLE 10 TERMINATION OF AGREEMENT 10.1. In the event that the CONTRACTOR shall be found to be negligent in any aspect of service, the COUNTY shall have the right to terminate this agreement after five days written notification to the CONTRACTOR. 10.2 Either of the parties hereto may cancel this Agreement without cause by giving the other party sixty(60) days written notice of its intention to do so. 10.3 Termination for Cause and Remedies: In the event of breach of any contract terms, the COUNTY retains the right to terminate this Agreement.The COUNTY may also terminate this agreement for cause with CONTRACTOR should CONTRACTOR fail to perform the covenants herein contained at the time and in the manner herein provided. In the event of Page 8 of 19 such termination, prior to termination,the COUNTY shall provide CONTRACTOR with five (5) calendar days' notice and provide the CONTRACTOR with an opportunity to cure the breach that has occurred. If the breach is not cured, the Agreement will be terminated for cause. If the COUNTY terminates this agreement with the CONTRACTOR, COUNTY shall pay CONTRACTOR the sum due the CONTRACTOR under this agreement prior to termination, unless the cost of completion to the COUNTY exceeds the funds remaining in the contract; however, the COUNTY reserves the right to assert and seek an offset for damages caused by the breach. The maximum amount due to CONTRACTOR shall not in any event exceed the spending cap in this Agreement. In addition, the COUNTY reserves all rights available to recoup monies paid under this Agreement, including the right to sue for breach of contract and including the right to pursue a claim for violation of the COUNTY's False Claims Ordinance, located at Section 2-721 et al. of the Monroe County Code. 10.4 Termination for Convenience: The COUNTY may terminate this Agreement for convenience, at any time, upon sixty (60) days' notice to CONTRACTOR. If the COUNTY terminates this agreement with the CONTRACTOR, COUNTY shall pay CONTRACTOR the sum due the CONTRACTOR under this agreement prior to termination, unless the cost of completion to the COUNTY exceeds the funds remaining in the contract. The maximum amount due to CONTRACTOR shall not exceed the spending cap in this Agreement. In addition, the COUNTY reserves all rights available to recoup monies paid under this Agreement, including the right to sue for breach of contract and including the right to pursue a claim for violation of the COUNTY's False Claims Ordinance, located at Section 2-721 et al. of the Monroe County Code. 10.5 For Contracts of any amount, if the County determines that the Contractor/Consultant has submitted a false certification under Section 287.135(5), Florida Statutes or has been placed on the Scrutinized Companies that Boycott Israel List, or is engaged in a boycott of Israel, the County shall have the option of(1)terminating the Agreement after it has given the Contractor/Consultant written notice and an opportunity to demonstrate the agency's determination of false certification was in error pursuant to Section 287.135(5)(a), Florida Statutes, or(2) maintaining the Agreement if the conditions of Section 287.135(4), Florida Statutes, are met. 10.6 For Contracts of$1,000,000 or more, if the County determines that the Contractor/Consultant submitted a false certification under Section 287.135(5), Florida Statutes, or if the Contractor/Consultant has been placed on the Scrutinized Companies with Activities in the Sudan List,the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or been engaged in business operations in Cuba or Syria, the County shall have the option of(1)terminating the Agreement after it has given the Contractor/Consultant written notice and an opportunity to demonstrate the agency's determination of false certification was in error pursuant to Section 287.135(5)(a), Florida Statutes, or(2) maintaining the Agreement if the conditions of Section 287.135(4), Florida Statutes, are met. ARTICLE 11 MISCELLANEOUS 11.1 Section Headings. Section headings have been inserted in this Agreement as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Agreement and will not be used in the interpretation of any provision of this Agreement. Page 9 of 19 11.2 Successors and Assigns. The CONTRACTOR shall not assignor subcontract its obligations under this agreement, except in writing and with the prior written approval of the Board of County Commissioners for Monroe County and the CONTRACTOR, which approval shall be subject to such conditions and provisions as the Board may deem necessary. This paragraph shall be incorporated by reference into any assignment or subcontract and any assignee or subcontractor shall comply with all of the provisions of this agreement. Subject to the provisions of the immediately preceding sentence, each party hereto binds itself, its successors, assigns and legal representatives to the other and to the successors, assigns and legal representatives of such other party. 11.3 No Third-Party Beneficiaries. Nothing contained herein shall create any relationship, contractual or otherwise, with or any rights in favor of, any third party. 11.4 Contract Documents. This contract consists of the Request for Proposals(issued by Seminole County);t; the CONTRACTOR'S response to the RFP, the contract formed by the CONTRACTOR with Seminole County, a copy of which is attached as Attachment A, and modifications made after execution by written amendment. In the event of any conflict between any of the Contract documents, this Agreement will control or alternatively the one imposing the greater burden on the CONTRACTOR will control. 11.5 Public Entity Crimes.A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on contracts to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or CONTRACTOR 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 of the Florida Statutes, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. 11.6 By signing this Agreement, CONTRACTOR represents that the execution of this Agreement will not violate the Public Entity Crimes Act(Section 287.133, Florida Statutes). Violation of this section shall result in termination of this Agreement and recovery of all monies paid hereto and may result in debarment from COUNTY's competitive procurement activities. 11.7 In addition to the foregoing, CONTRACTOR further represents that there has been no determination, based on an audit,that it or any Subcontractor has committed an act defined by Section 287.133, Florida Statutes, as a"public entity crime"and that it has not been formally charged with committing an act defined as a"public entity crime" regardless of the amount of money involved or whether CONTRACTOR has been placed on the convicted vendor list. 11.8 CONTRACTOR will promptly notify the COUNTY if it or any subcontractor or Subcontractor is formally charged with an act defined as a"public entity crime" or has been placed on the convicted vendor list. 11.9 Maintenance of Records. Contractor shall maintain all books, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. Records shall be retained for a period of five (5)years from the final payment or termination of this agreement. Each party to this Agreement or its authorized representatives shall have reasonable and timely access to such Page 10 of 19 records of each other party to this Agreement for public records purposes during the term of the Agreement and for five years following the final payment or termination of this Agreement. If an auditor employed by the COUNTY or Clerk determines that monies paid to CONTRACTOR pursuant to this Agreement were spent for purposes not authorized by this Agreement, or were wrongfully retained by the CONTRACTOR, the CONTRACTOR shall repay the monies together with interest calculated pursuant to Sec. 55.03, of the Florida Statutes, running from the date the monies were paid by the COUNTY. 11.10 Governing Law, Venue, Interpretation, Costs, and Fees.This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, COUNTY and CONTRACTOR agree that venue shall lie in the 16th Judicial Circuit, Monroe County, Florida, in the appropriate court or before the appropriate administrative body. This agreement shall not be subject to arbitration. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. 11.11 Severability. If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person)shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The COUNTY and CONTRACTOR agree to reform the Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. 11.12 Attorney's Fees and Costs. The COUNTY and CONTRACTOR agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, court costs, investigative, and out-of-pocket expenses, as an award against the non-prevailing party, and shall include attorney's fees, courts costs, investigative, and out-of-pocket expenses in appellate proceedings. 11.13 Binding Effect. The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the COUNTY and CONTRACTOR and their respective legal representatives, successors, and assigns. 11.14 Authority. Each party represents and warrants to the other that the execution, delivery and performance of this Agreement have been duly authorized by all necessary County and corporate action, as required by law. 11.15 Claims for Federal or State Aid. CONTRACTOR and COUNTY agree that each shall be, and is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of this Agreement. Any conditions imposed as a result of funding that effect the Project will be provided to each party. 11.16 Adjudication of Disputes or Disagreements. COUNTY and CONTRACTOR agree that all disputes and disagreements shall be attempted to be resolved by meet and confer Page 11 of 19 sessions between representatives of each of the parties. If the issue or issues are still not resolved to the satisfaction of the parties, then any parry shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law.This Agreement is not subject to arbitration.This provision does not negate or waive the any of the provisions in Article j 10 concerning termination or cancellation. 11.17 Cooperation. In the event any administrative or legal proceeding is instituted against either party relating to the formation, execution, performance, or breach of this Agreement, COUNTY and CONTRACTOR agree to participate, to the extent required by the other party, in all proceedings, hearings, processes, meetings, and other activities related to the substance of this Agreement or provision of the services under this Agreement. COUNTY and CONTRACTOR specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. 11.18 Nondiscrimination. CONTRACTOR and COUNTY agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. CONTRACTOR or COUNTY agrees to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1)Title VII of the Civil Rights Act of 1964 (PL 88-352)which prohibits discrimination on the basis of race, color or national origin; 2)Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3)Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794),which prohibits discrimination on the basis of handicaps; 4)The Age Discrimination Act of 1975, as amended 42 USC ss. 6101-6107 which prohibits discrimination on the basis of age; 5 The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6)The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616). as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7)The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8)Title VIII of the Civil Rights Act of 1968 (42 USC s. et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9)The Americans with Disabilities Act of 1990 (42 USC s. 12101 Note), as may be amended from time to time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code Chapter 14, Article II, which prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; 11)Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. 11.19 Covenant of No Interest. CONTRACTOR and COUNTY covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement. 11.20 Code of Ethics. COUNTY agrees that officers and employees of the COUNTY recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. Page 12 of 19 11.21 In accordance with Section 5 (b) Monroe County Ordinance No. 010-1990, CONTRACTOR warrants that he/it had not employed, retained or otherwise had act on hislits behalf any former County officer or employee subject to the prohibition of Section 2 of Ordinance No. 010-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 020-1990. 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." 11.22 No Solicitation/Payment. The CONTRACTOR and COUNTY warrant that, in respect to itself, it has neither employed nor retained any company or person, other than a bona fide employee working solely for it, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for it, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of the provision, the CONTRACTOR agrees that the COUNTY shall have the right to terminate this Agreement without liability and, at its discretion, to offset from monies owed, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. 11.23 Public Access. Public Records Compliance. CONTRACTOR must comply with Florida public records laws, Including but not limited to Chapter 119, Florida Statutes and Section 24 of article I of the Constitution of Florida. The County and CONTRACTOR shall allow and permit reasonable access to, and inspection of, all documents, records, papers, letters or other"public record" materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and CONTRACTOR in conjunction with this contract and related to contract performance. The County shall have the right to unilaterally cancel this contract upon violation of this provision by the CONTRACTOR. Failure of the CONTRACTOR to abide by the terms of this provision shall be deemed a material breach of this contract and the County may enforce the terms of this provision in the form of a court proceeding and shall, as a prevailing party, be entitled to reimbursement of all attomey's fees and costs associated with that proceeding. This provision shall survive any termination or expiration of the contract. 11.24 The CONTRACTOR is encouraged to consult with its advisors about Florida Public Records Law in order to comply with this provision. Pursuant to F.S. 119.0701 and the terms and conditions of this contract, the CONTRACTOR is required to: 11.24.1 Keep and maintain public records that would be required by the County to perform the service. 11.24.2 Upon receipt from the County's custodian of records, provide the County with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. Page 13 of 19 11.24.3 Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the CONTRACTOR does not transfer the records to the County. 11.25 Upon completion of the contract, transfer, at no cost, to the County all public records in possession of the CONTRACTOR or keep and maintain public records that would be required by the County to perform the service. If the CONTRACTOR transfers all public records to the County upon completion of the contract, the CONTRACTOR shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the CONTRACTOR keeps and maintains public records upon completion of the contract, the CONTRACTOR shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the County, upon request from the County's custodian of records, in a format that is compatible with the information technology systems of the County. 11.26 A request to inspector copy public records relating to a County contract must be made directly to the County, but if the County does not possess the requested records, the County shall immediately notify the CONTRACTOR of the request, and the CONTRACTOR must provide the records to the County or allow the records to be inspected or copied within a reasonable time. 11.27 If the CONTRACTOR does not comply with the County's request for records, the County shall enforce the public records contract provisions in accordance with the contract, notwithstanding the County's option and right to unilaterally cancel this contract upon violation of this provision by the CONTRACTOR. A CONTRACTOR who fails to provide the public records to the County or pursuant to a valid public records request within a reasonable time may be subject to penalties under section119.10, Florida Statutes. 11.28 The CONTRACTOR shall not transfer custody, release, alter, destroy or otherwise dispose of any public records unless or otherwise provided in this provision or as otherwise provided by law. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, BRIAN BRADLEY AT PHONE# 305-292-3470, BRADLEY- BRIAN@MONROECOUNTY-FL.GOV, MONROE COUNTY ATTORNEY'S OFFICE 1111 12TH Street, SUITE 408, KEY WEST, FL 33040. 11.29 Non-Waiver of Immunity. Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the CONTRACTOR and the COUNTY in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the COUNTY be required to contain any provision for waiver. Page 14 of 19 11.30 Privileges and Immunities. All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of the COUNTY, when performing their respective functions under this Agreement within the territorial limits of the COUNTY shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the COUNTY. 11.31 Legal Oblioations and Responsibilities. Non-Delegation of Constitutional or Statutory Duties. This Agreement is not intended to, nor shall it be construed as, relieving any participating entity from any obligation or responsibility imposed upon the entity by law except to the extent of actual and timely performance thereof by any participating entity, in which case the performance may be offered in satisfaction of the obligation or responsibility. Further, this Agreement is not intended to, nor shall it be construed as, authorizing the delegation of the constitutional or statutory duties of the COUNTY, except to the extent permitted by the Florida constitution, state statute, and case law. 11.32 Non-Reliance by Non-Parties. No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to enforce or attempt to enforce any third-party claim or entitlement to or benefit of any service or program contemplated hereunder, and the CONTRACTOR and the COUNTY agree that neither the CONTRACTOR nor the COUNTY or any agent, officer, or employee of either shall have the authority to inform, counsel, or otherwise indicate that any particular individual or group of individuals, entity or entities, have entitlements or benefits under this Agreement separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this Agreement. 11.33 Attestations and Truth-in-Negotiation. CONTRACTOR agrees to execute such documents as COUNTY may reasonably require, including a Public Entity Crime Statement, an Ethics Statement, and a Drug-Free Workplace Statement. Signature of this Agreement by CONTRACTOR shall act as the execution of a truth in negotiation certificate stating that wage rates and other factual unit costs supporting the compensation pursuant to the Agreement are accurate, complete, and current at the time of contracting. The original contract fee and any additions thereto shall be adjusted to exclude any significant sums by which the agency determines the contract price was increased due to inaccurate, incomplete, or concurrent wage rates and other factual unit costs. All such adjustments must be made within one year following the end of the Agreement. 11.34 No Personal Liability. No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 11.35 Execution in Counterparts. This Agreement maybe executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. Page 15 of 19 11.36 E-Verify System. Beginning January 1, 2021, in accordance with F.S.448.095, the Contractor and any subcontractor shall register with and shall utilize the U.S. Department of Homeland Security's E-Verify system to verify the work authorization status of all new employees hired by the Contractor during the term of the Contract and shall expressly require any subcontractors performing work or providing services pursuant to the Contract to likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the work authorization status of all new employees hired by the subcontractor during the Contract term. Any subcontractor shall provide an affidavit stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. The Contractor shall comply with and be subject to the provisions of F.S. 448.095. 11.37 Any delay or failure of either Party to perform its obligations under this Agreement will be excused to the extent that the delay or failure was caused directly by an event beyond such Party's control, without such Party's fault or negligence and that by its nature could not have been foreseen by such Party or, if it could have been foreseen, was unavoidable: (a)acts of God; (b)flood, fire, earthquake, explosion,tropical storm, hurricane or other declared emergency in the geographic area of the Project; (c)war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest in the geographic area of the Project; (d) government order or law in the geographic area of the Project; (e) actions, embargoes, or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority prohibiting work in the geographic area of the Project;(each, a "Uncontrollable Circumstance"). CONTRACTOR'S financial inability to perform, changes in cost or availability of materials, components, or services, market conditions, or supplier actions or contract disputes will not excuse performance by Contractor under this Section. Contractor shall give County written notice within 7 days of any event or circumstance that is reasonably likely to result in an Uncontrollable Circumstance, and the anticipated duration of such Uncontrollable Circumstance. Contractor shall use all diligent efforts to end the Uncontrollable Circumstance, ensure that the effects of any Uncontrollable Circumstance are minimized and resume full performance under this Agreement. The County will not pay additional cost as a result of an Uncontrollable Circumstance. The Contractor may only seek a no cost extension for such reasonable time as the Owner's Representative may determine. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK Page 16 of 19 SCHEDULE A LIST OF SERVICES 1. Company agrees to provide collection services for outstanding unpaid ground and air emergency medical transportation services to the responsible party on the County's behalf. County will provide Company with its fee schedule and notice in the event of changes to its fee schedule as applicable. 2. Except as expressly set forth herein, all work performed by the Company in relation to this Agreement shall be performed in compliance with and subject to the terms and conditions of the Seminole County Contract, a copy of which is attached hereto and incorporated herein by this reference as Exhibit"A",with the County substituting for Seminole County for all purposes. 3. The Company and the County shall have the same rights and obligations with respect to all work performed under this Agreement as similarly stated in Exhibit W. Accordingly, except as otherwise provided in this Agreement, commencing on the Effective Date, Company shall provide collection services to the County for those accounts referred to it by the County on the same terms and conditions as set forth in the Seminole County Contract as it exists on the Effective Date. Company shall accept information transfer from the County in common separated values(.csv)format or as otherwise agreed by the parties. 4. Notwithstanding any reference in the Seminole County Contract to collections for specific County divisions and departments, the parties understand that the County's unpaid accounts will arise from the Monroe County Fire Rescue department's emergency medical ground ambulance and air ambulance account types, and the County may refer outstanding accounts as deemed appropriate in its sole discretion. 5. Unless otherwise agreed by the County, accounts shall not be referred to Company until after the County has made initial collection attempts and the account is over 120 days outstanding. Company shall not compromise any account for less than its full value without the prior written approval of the County.The County does not guarantee the referral of all or any of its accounts and may withhold accounts individually or by type of account in its sole discretion. This Agreement is non-exclusive. 6. Any account referred to Company shall remain with Company for collection until the account is(i)withdrawn from Company by the County, in the County's sole discretion upon written notice to the Company by County, or(ii)this Agreement terminates or is not renewed for any reason at which time all accounts shall be returned to the County without the need for request or further action by the County. Company shall have no right to any fee with respect to any account withdrawn or returned to the County prior to collection for any reason. 7. Company understands that Monroe County residents who execute a fee waiver with supporting documentation to make determination as to residency will not pay out of pocket for air transportation services type. Such accounts that subsequently provide the fee waiver and supporting documentation will be returned to Monroe County by Company. Page 18 of 19 8. Fee; Bank Account. Unless limited to a lesser amount by applicable law now or in the future, Company will be compensated for its services at the rate and on the terms as set forth in Section 2 of the Seminole County Contract.The fee percentage from each account collected set forth in Section 2 of the Seminole County Contract shall be the sole compensation provided by County to Company and is inclusive of all costs, fees and expenses owed by County to Company under this Agreement. 9. No fee shall be paid for accounts not collected. Company's fee shall not be added to principal balance due for the delinquent account unless expressly authorized in writing by the County. As a collection agency for the County, Company may collect the service fee for any dishonored check, authorized by Florida Statute 166.251. 10. Invoices. All invoices received by the County are payable in accordance with Section 5.3 herein, provided that invoice has first been approved by Monroe County Fire Rescue,and attached reporting and documentation is acceptable. The County reserves the right,with justification, to partially pay any invoice submitted by the Company as necessary. All invoices shall be mailed to Attention: Dina Stitt, EMS Billing Supervisor, Monroe County Fire Rescue, 490 63nd Street Ocean, Marathon, Florida 33050. NOTE: All invoices must clearly indicate the patient's account number as provided by the County. 11. Remittance.All monies due to the County that the Company receives on behalf of the County for emergency medical ground transportation services, shall be remitted to the County not less frequently than monthly, by check payable to: Monroe County EMS, 490 631d Street Ocean, Marathon, FL 33070. All monies due to the County that the Company receives on behalf of the County for emergency medical air transportation services, shall be remitted to the County not less frequently than monthly, by check payable to: Global Sky AirCharter Corporation, 490 631 Street Ocean, FL 33050. 12. Reports. The County shall receive reports on a monthly basis, submitted with the invoice and remittance reports.The report shall include, but not be limited to, a detailed statement and acknowledgement of accounts assigned or withdrawn, date received, amounts collected on individual accounts, including patient account numbers, dates of service, amount dispensed to the County and the Company's fee. A monthly payment analysis report shall also be provided on all accounts assigned to the Company which shall include individual account status information for all accounts by type.Any Collections Reports that contain HIPAA protected information which shall be provided to (or access granted to)only designated employees as assigned by each party, all reports to the County shall be addressed or directed to the County's Billing Supervisor or designee, unless the County otherwise notifies the Company in writing. 13. Company will not be responsible for, nor accept any liability for, any erroneous, or invalid information provided by County. Page 19 of 19 ® EXHIBIT A COLLECTION SERVICES AGREEMENT (RFP-603466-19/BJC) THIS AGREEMENT is dated as of the day of 20_l1_, by and between R.T.R. FINANCIAL SERVICES, INC., duly authorized to conduct business in the State of Florida,whose address is 2 Teleport Drive, Suite 302, Staten Island,New York 10311,in this Agreement "CONTRACTOR," and SEMINOLE COUNTY, a charter county and political subdivision of the State of Florida, whose address is Seminole County Services Building, 1101 East 1 st Street,Sanford,Florida 32771,in this Agreement"COUNTY." WITNESSETH: WHEREAS, COUNTY desires to retain the services of a competent and qualified contractor to provide collection services to COUNTY; and WHEREAS,COUNTY has requested and received expressions of interest for the retention of services of contractors; and WHEREAS, CONTRACTOR is competent and qualified to provide COUNTY with collection services and desires to provide services according to the terms and conditions stated in this Agreement, NOW, THEREFORE, in consideration of the mutual understandings and covenants set forth in this Agreement, COUNTY and CONTRACTOR agree as follows: Section 1. Services. COUNTY hereby retains CONTRACTOR to provide services as further described in the Scope of Services attached as Exhibit A and made a part of this Agreement. CONTRACTOR is also bound by all requirements as contained in the solicitation package, all addenda to this package, and CONTRACTOR's submission in response to this solicitation. CERTIFIED COPY-GRANT MALOY CLERK OF TW CIRCUIT COURT %^ , AND COMPTROLLER S i OLE-C U ,F OF�!l3A: Collection Services Agreement (RFP-603466-19/BJC) EPUTY C LE RK Pagel of 20 Section 2. Compensation and Payment. (a) COUNTY agrees to compensate CONTRACTOR for the professional services called for under this Agreement a fee in the amount of 12.75% of the total amount billed and collected. (b) Payments shall be made to CONTRACTOR when requested as work progresses for services furnished, but not more than once monthly. CONTRACTOR may invoice amounts due based on the total required services actually performed and completed. Upon review and approval of CONTRACTOR's invoice,COUNTY shall pay CONTRACTOR the approved amount in accordance with the terms as set forth in Chapter 218, Part VII, Florida Statutes (2018), as this statute may be amended from time to time. Section 3. Billing and Payment. (a) CONTRACTOR shall render to COUNTY at the close of each calendar month a properly dated and itemized invoice including, but not limited to,the following information: (1) The name and address of CONTRACTOR; (2) Contract Number; (3) A complete and accurate record of services performed by CONTRACTOR for all services performed by CONTRACTOR during that month and for which COUNTY is being billed; (4) A description of the services rendered in (3) above with sufficient detail to identify the exact nature of the work performed; and (5) Such other information as may be required by this Agreement or requested by COUNTY from time to time. Collection Services Agreement (RFP-603466-19/BJC) Page 2 of 20 e k The original invoice and one(1) copy must be sent to: Director of County Comptroller's Office Seminole County Board of County Commissioners Post Office Box 8080 Sanford, Florida 32772 Two(2)copies of the invoice must be sent to each of the following: Seminole County Fire Department 150 Eslinger Way Sanford,Florida 32773 Seminole County Utilities Operations Division 500 West Lake Mary Boulevard Sanford,Florida 32772 Seminole County Solid Waste Division 1950 State Road 419 Longwood,Florida 32750 Seminole County Animal Services Division 232 Eslinger Way Sanford, Florida 32773 Seminole County Parks and Recreation Division 845 Lake Markham Road Sanford, Florida 32771 (b) COUNTY shall make payment to CONTRACTOR after review and approval by COUNTY within thirty(30) days of receipt of a proper invoice from CONTRACTOR. Section 4. Audit of Records. (a) COUNTY may perform or have perfbrmed an audit of the records of CONTRACTOR at any time during the term of this Agreement and after final payment to support final payment under this Agreement. Audits may be perfbrmed at a time mutually agreeable to CONTRACTOR and COUNTY. Total compensation to CONTRACTOR may be determined subsequent to an audit as provided for in this Section and the total compensation so determined Collection Services Agreement (RFP-603466-19/BJC) Page 3 of 20 will be used to calculate final payment to CONTRACTOR. Performance of this audit will not delay final payment as provided by subsection (a) of this Section. (b) CONTRACTOR shall maintain all books, documents, papers, accounting records, and other evidence pertaining to services provided under this Agreement in such a manner as will readily conform to the terms of this Agreement. CONTRACTOR shall make such materials available at CONTRACTOR's office at all reasonable times during the term of this Agreement and for five (5) years from the date of final payment under the contract for audit or inspection as provided for in subsection (b) of this Section. (c) In the event any audit or inspection conducted after final payment but within the period provided in paragraph(c) of this Section reveals any overpayment by COUNTY under the terms of the Agreement, CONTRACTOR shall refund such overpayment to COUNTY within thirty(30) days of notice by COUNTY. Section 5. Responsibility of CONTRACTOR. (a) CONTRACTOR is responsible for the professional quality of services provided by CONTRACTOR under this Agreement. CONTRACTOR shall correct or revise any errors or deficiencies in its services without additional compensation. (b) COUNTY's review of, approval and acceptance of, or payment for the materials or services required under this Agreement does not operate as a waiver of any rights under this Agreement, or of any cause of action arising out of the performance of this Agreement. CONTRACTOR is and will always remain liable to COUNTY in accordance with applicable law for any and all damages to COUNTY caused by CONTRACTOR's negligent or wrongful provision of any of the materials or services provided under this Agreement. Collection Services Agreement (RFP-603466-19/BJC) Page 4 of 20 Section 6. Term. This Agreement takes effect on the date of its execution by COUNTY and continues in effect for three (3) years. At the option of the parties, this Agreement may be renewed for two(2) additional one(1) year terms. Section 7. Termination. (a) COUNTY may,by written notice to CONTRACTOR, terminate this Agreement or any Release Order issued under this Agreement, in whole or in part, at any time, either fbr COUNTY's convenience or because of the failure of CONTRACTOR to fulfill its obligations under this Agreement. Upon receipt of such notice, CONTRACTOR shall immediately discontinue all services affected, unless the notice directs otherwise, and deliver to COUNTY all data, drawings, specifications, reports, estimates, summaries, and any and all such other information and materials of whatever type or nature as may have been accumulated by CONTRACTOR in performing this Agreement,whether completed or in process. (b) If the termination is for the convenience of COUNTY, CONTRACTOR will be paid compensation for services performed to the date of termination. (c) If the termination is due to the failure of CONTRACTOR to fulfill its obligations under this Agreement, COUNTY may take over the work and carry it to completion by other agreements or otherwise. In such case, CONTRACTOR will be liable to COUNTY for all reasonable additional costs associated with CONTRACTOR's failure to fulfill its obligations under this Agreement. (d) CONTRACTOR will not be liable for such additional costs if the failure to perform the Agreement arises without any fault or negligence of CONTRACTOR, but CONTRACTOR will be responsible and liable for the actions by its subcontractors, agents, employees,persons, and entities of a similar type or nature. Matters beyond the fault or negligence of CONTRACTOR include acts of God or of the public enemy, acts of COUNTY in its sovereign or contractual Collection Services Agreement (RFP-6 0 346 6-1 9/BJC) Page 5 of 20 capacity, fires,floods,epidemics,quarantine restrictions, strikes, freight embargoes, and unusually severe weather, but in every case the failure to perform must be beyond the control and without any fault or negligence of CONTRACTOR. (e) If after notice of termination for CONTRACTOR's failure to fulfill its obligations under this Agreement it is determined that CONTRACTOR had not so failed, the termination will be conclusively deemed to have been effected for the convenience of COUNTY. In such event, adjustment in the Agreement price will be made as provided in subsection (b) of this Section. (f) The rights and remedies of COUNTY provided for in this Section are in addition and supplemental to any and all other rights and remedies provided by law or under this Agreement. Section 8. HIPAA Business Associate Agreement. Under the Health Information Portability and Accountability Act of 1996 ("HIPAA") and the Health Information Technology for Economic and Clinical Health Act("HITECH"),the United States Department of Health and Human Services promulgated regulations governing the privacy and security of certain health information. Under this Agreement, Contractor may provide services for COUNTY that require CONTRACTOR to access, receive, create, and use such information that is confidential and subject to protection under state or federal law, specifically information related to the collection of ambulance fees f'or COUNTY's Fire Department. Therefore, in consideration of the foregoing, COUNTY and CONTRACTOR agree to and shall comply with the terms of the HIPAA Business Associate Agreement attached to this Agreement as Exhibit B. Section 9. Equal Opportunity Employment. CONTRACTOR shall not discriminate against any employee or applicant for employment for work under this Agreement because of race, color, religion, sex, age, disability, or national origin. CONTRACTOR shall take steps to ensure that applicants are employed and employees are treated during employment without regard to race, Collection Services Agreement (RFP-603466-19/BJC) Page 6 of 20 color, religion, sex, age, disability, or national origin. This provision includes, but is not limited to the following: employment,upgrading,demotion or transfer, recruitment advertising, layoff or termination, rates of pay or other forms of compensation and selection for training including apprenticeship. Section 10. No Contingent Fees. CONTRACTOR warrants that it has not employed or retained any company or person other than a bona fide employee working solely for CONTRACTOR to solicit or secure this Agreement and that it has not paid or agreed to pay any person,company, corporation, individual, or firm,other than a bona fide employee working solely for CONTRACTOR,any fee,commission,percentage,gift,or other consideration contingent upon or resulting from award or making of this Agreement. For the breach or violation of this provision, COUNTY will have the right to terminate the Agreement at its sole discretion without liability and to deduct from the Agreement price or otherwise recover the full amount of such fee, commission, percentage, gift, or consideration. Section 11. Conflict of Interest. (a) CONTRACTOR shall not engage in any action that would create a conflict of interest in the performance of its obligations pursuant to this Agreement with COUNTY or violate or cause others to violate the provisions of Chapter 112,Part III,Florida Statutes,relating to ethics in government. (b) CONTRACTOR hereby certifies that no officer, agent, or employee of COUNTY has any material interest (as defined in Section 112.312(15), Florida Statutes, as over 5%), either directly or indirectly, in the business of CONTRACTOR to be conducted here and that no such person will have any such interest at any time during the term of this Agreement. Section 12. Assignment. Neither this Agreement nor any interest in it may be assigned, transferred,or otherwise encumbered under any circumstances by either party without prior written Collection Services Agreement (RFP-603466-19/BJC) Page 7 of 20 consent of the other party and in such cases only by a document of equal dignity with this Agreement. Section 13. Subcontractors. CONTRACTOR shall first secure the prior written approval of COUNTY before engaging or contracting for the services of any subcontractors under this Agreement. CONTRACTOR will remain fully responsible to COUNTY for the services of any subcontractors under this Agreement. Section 14. Indemnification of COUNTY. To the fullest extent permitted by law, CONTRACTOR shall hold harmless, release, and indemnify COUNTY, its commissioners, officers, employees, and agents from any and all claims, losses, damages, costs, attorney fees, and lawsuits for damages arising from, allegedly arising from, or related to CONTRACTOR's provision of materials or services under this Agreement caused by CONTRACTOR's act or omission in the performance of this Agreement. Section 15. Insurance. (a) General. CONTRACTOR shall procure and maintain insurance required under this Section at CONTRACTOR's own cost. (1) CONTRACTOR shall provide COUNTY with a Certificate of Insurance on a current ACORD Form signed by an authorized representative of the insurer evidencing the insurance required by this Section (Professional Liability, Workers' Compensation/Employer's Liability, Commercial General Liability, and Business Auto). The Certificate must have the Agreement number for this Agreement clearly marked on its face. COUNTY, its officials, officers, and employees must be named additional insureds under the Commercial General Liability, Umbrella Liability and Business Auto policies. If the policy provides for a blanket additional insured coverage, CONTRACTOR shall provide a copy of the section of the policy along with the Certificate of Insurance. If the coverage does not exist,the policy must be endorsed Collection Services Agreement (RFP-603466-19/BJC) Page 8 of 20 to include the named additional insureds as described in this subsection. The Certificate of Insurance must provide that COUNTY will be provided, by policy endorsement, not less than thirty(30) days written notice prior to the cancellation or non-renewal, or by a method acceptable to COUNTY. Until such time as the insurance is no longer required to be maintained by CONTRACTOR, CONTRACTOR shall provide COUNTY with a renewal or replacement Certificate of Insurance before expiration or replacement of the insurance for which a previous Certificate of Insurance has been provided. (2) In addition to providing the Certificate of Insurance on a current ACORD Form, upon request as required by COUNTY, CONTRACTOR shall provide COUNTY with a certified copy of each of the policies of insurance providing the coverage required by this Section within thirty (30) days after receipt of the request. Certified copies of policies may only be provided by the insurer, not the agent or broker. (3) Neither approval by COUNTY nor failure to disapprove the insurance provided by CONTRACTOR will relieve CONTRACTOR of its full responsibility for performance of any obligation,including its indemnification of COUNTY,under this Agreement. (b) Insurance Company Requirements. Insurance companies providing the insurance under this Agreement must meet the following requirements: (1) Companies issuing policies must be authorized to conduct business in the State of Florida and prove such authorization by maintaining Certificates of Authority or Letters of Eligibility issued to the companies by the Florida Office of Insurance Regulation.Alternatively, policies required by this Agreement for Workers' Compensation/Employers' Liability, may be those authorized as a group self-insurer by Section 624.4621, Florida Statutes. (2) In addition,such companies must have and maintain,at a minimum,a Best's Rating of"A-"and a minimum Financial Size Category of"VII"according to A.M.Best Company. Collection Services Agreement (RFP-603466-19/BJC) Page 9 of 20 (3) If, during the period that an insurance company is providing the insurance coverage required by this Agreement, an insurance company(i) loses its Certificate of Authority, or (ii) fails to maintain the requisite Best's Rating and Financial Size Category, the CONTRACTOR shall immediately notify COUNTY as soon as CONTRACTOR has knowledge of any such circumstance and immediately replace the insurance coverage provided by the insurance company with a different insurance company meeting the requirements of this Agreement. Until such time as CONTRACTOR has replaced the unacceptable insurer with an insurer acceptable to COUNTY, CONTRACTOR will be deemed to be in default of this Agreement. (c) Specifications. Without limiting any of the other obligations or liability of CONTRACTOR, CONTRACTOR shall procure, maintain, and keep in force amounts and types of insurance conforming to the minimum requirements set forth in this subsection, at CONTRACTOR's sole expense. Except as otherwise specified in this Agreement, the insurance will become effective upon execution of this Agreement by CONTRACTOR and must be maintained in force until the expiration of this Agreement's term or the expiration of all Orders issued under this Agreement, whichever comes last. Failure by CONTRACTOR to maintain this required insurance coverage within the stated period will constitute a material breach of this Agreement, for which COUNTY may immediately terminate this Agreement. The amounts and types of insurance must conform to the following minimum requirements: (1) Workers' Compensation/Employer's Liability. (A) CONTRACTOR's insurance must cover it for liability that would be covered by the latest edition of the standard Workers' Compensation policy as filed for use in Florida by the National Council on Compensation Insurance without restrictive endorsements. CONTRACTOR is also responsible for procuring proper proof of coverage from its subcontractors Collection Services Agreement (RFP-603466-19/BJC) Page 10 of 20 of every tier for liability that is a result of a Workers' Compensation injury to the subcontractor's employees. The minimum required limits to be provided by both CONTRACTOR and its subcontractors are outlined in subsection (C) below. In addition to coverage for the Florida Workers' Compensation Act, where appropriate, coverage must be included for the United States Longshoremen and Harbor Workers' Compensation Act, Federal Employees' Liability Act, and any other applicable Federal or State law. (B) Subject to the restrictions of coverage found in the standard Workers' Compensation policy, there will be no maximum limit on the amount of coverage for liability imposed by the Florida Workers' Compensation Act, the United States Longshoremen's and Harbor Workers' Compensation Act, or any other coverage customarily insured under Part One of the standard Workers' Compensation policy. (C) The minimum amount of coverage under Part Two of the standard Workers' Compensation policy is required to be the following: $500,000.00 (Each Accident) $500,000.00 (Disease-Policy Limit) $500,000.00 (Disease-Each Employee) (2) Commercial General Liability. (A) CONTRACTOR's insurance must cover it for those sources of liability that would be covered by the latest edition of the standard Commercial General Liability Coverage Form (ISO Form CG 00 01), as filed for use in the State of Florida by the Insurance Services Office. Coverage must not contain any endorsements excluding or limiting Products/Completed Operations, Contractual Liability, or Separation of Insureds. (B) CONTRACTOR shall maintain these minimum insurance limits: General Aggregate Two Times (2x)the Each Occurrence Limit Personal & Advertising $1,000,000.00 Injury Limit Each Occurrence Limit $1,000,000.00 Collection Services Agreement (RFP-603466-19/BJC) Page 11 of 20 Pollution Liability $1,000,000.00 (3) Professional Liability Insurance. CONTRACTOR shall carry Professional Liability Insurance with limits of not less than One Million and No/100 Dollars ($1,000,000.00). (4) Business Auto Policy. (A) CONTRACTOR's insurance must cover CONTRACTOR for those sources of liability which would be covered by Section II of the latest edition of the standard Business Auto Policy (ISO Form CA 00 01), as filed for use in the State of Florida by the Insurance Services Office. Coverage must include owned, non-owned, and hired autos or any auto used by CONTRACTOR. In the event CONTRACTOR does not own automobiles, CONTRACTOR shall maintain coverage for hired and non-owned auto liability for autos used by CONTRACTOR, which may be satisfied by way of endorsement to the Commercial General Liability policy or separate Business Auto Liability policy. If the contract involves operations governed by Sections 29 or 30 of the Motor Carrier Act of 1980, endorsement MCS-90 is required. (B) The minimum limits to be maintained by CONTRACTOR must be per-accident combined single limit for bodily injury liability and property damage liability. (C) The minimum amount of coverage under the Business Auto Policy is required to be the following: Combined Single Limit $1,000,000.00 (d) Coverage. The insurance provided by CONTRACTOR pursuant to this Agreement must apply on a primary and non-contributory basis, and any other insurance or self-insurance maintained by COUNTY or COUNTY's officials, officers, or employees must be in excess of and not contributing to the insurance provided by or on behalf of CONTRACTOR. (e) Occurrence Basis. The Workers' Compensation policy, the Commercial General Liability, and the Umbrella policy required by this Agreement must be provided on an occurrence Collection Services Agreement (RFP-603466-19/BJC) Page 12 of 20 rather than a claims-made basis. The Professional Liability insurance policy may be on an occurrence basis or claims-made basis. If a claims-made basis, the coverage must respond to all claims reported within three (3) years following the period for which coverage is required and which would have been covered had the coverage been on an occurrence basis. (f) Obligations. Compliance with the foregoing insurance requirements will not relieve CONTRACTOR, its employees, or its agents of liability from any obligation under this Section or any other Section of this Agreement. Section 16. Dispute Resolution. (a) In the event of a dispute related to any performance or payment obligation arising under this Agreement, the parties shall exhaust COUNTY administrative dispute resolution procedures prior to filing a lawsuit or otherwise pursuing legal remedies. COUNTY administrative dispute resolution procedures for proper invoice and payment disputes are set forth in Section 22.15, "Prompt Payment Procedures," Seminole County Administrative Code. COUNTY administrative dispute resolution procedures for contract claims related to this Agreement, other than f'or proper invoice and payment disputes, are set forth in Section 3.5540, "Contract Claims," Seminole County Administrative Code. (b) In any lawsuit or legal proceeding arising under this Agreement, CONTRACTOR hereby waives any claim or defense based on facts or evidentiary materials that were not presented for consideration in COUNTY administrative dispute resolution procedures set forth in subsection (a) above of which CONTRACTOR had knowledge and failed to present during COUNTY administrative dispute resolution procedures. (c) In the event that COUNTY administrative dispute resolution procedures are exhausted and a lawsuit or legal proceeding is filed,the parties shall exercise best efforts to resolve Collection Services Agreement (RFP-603466-19/BJC) Page 13 of 20 disputes through voluntary mediation and to select a mutually acceptable mediator. The parties participating in the voluntary mediation shall share the costs of mediation equally. Section 17. Representatives of COUNTY and CONTRACTOR. (a) It is recognized that questions in the day to day conduct of performance pursuant to this Agreement may arise. Upon request by CONTRACTOR, COUNTY shall designate and advise CONTRACTOR in writing of one or more of its employees to whom to address all communications pertaining to the day-to-day conduct of this Agreement. The designated representative will have the authority to transmit instructions, receive information, and interpret and define COUNTY's policy and decisions pertinent to the work covered by this Agreement. (b) At all times during the normal work week, CONTRACTOR shall designate or appoint one or more representatives who are authorized to act on behalf of CONTRACTOR and bind CONTRACTOR regarding all matters involving the conduct of the performance pursuant to this Agreement, and who will keep COUNTY continually and effectively advised of such designation. Section 18. All Prior Agreements Superseded. This Agreement incorporates and includes all prior negotiations, correspondence, conversations, agreements, or understandings applicable to the matters contained in this Agreement and the parties agree that there are no commitments,agreements, or understandings concerning the subject matter of this Agreement that are not contained or referred to in this document. Accordingly, it is agreed that no deviation from the terms of this Agreement may be predicated upon any prior representations or agreements, whether oral or written. Section 19. Modifications, Amendments, or Alterations. No modification, amendment, or alteration in the terms or conditions contained in this Agreement will be effective Collection Services Agreement (RFP-603466-19/BJC) Page 14 of 20 unless contained in a written amendment executed with the same formality and of equal dignity with this Agreement. Section 20. Independent Contractor. Nothing in this Agreement is intended or may be construed as in any manner creating or establishing a relationship of co-partners between the parties, or as constituting CONTRACTOR (including its officers, employees, and agents) as an agent, representative, or employee of COUNTY for any purpose or in any manner whatsoever. CONTRACTOR is and will remain forever an independent contractor with respect to all services performed under this Agreement. Section 21. Employee Status. Persons employed by CONTRACTOR in the performance of services and functions pursuant to this Agreement have no claim to pension, workers' compensation, unemployment compensation, civil service, or other employee rights or privileges granted to COUNTY's officers and employees, either by operation of law or by COUNTY. Section 22. Services Not Provided For. No claim for services provided by CONTRACTOR not specifically provided for in this Agreement will be honored by COUNTY. Section 23. Public Records Law. (a) CONTRACTOR acknowledges COUNTY's obligations under Article 1, Section 24, Florida Constitution and Chapter 119, Florida Statutes, to release public records to members of the public upon request. CONTRACTOR acknowledges that COUNTY is required to comply with Article 1, Section 24, Florida Constitution and Chapter 119, Florida Statutes, in the handling of the materials created under this Agreement and this statute controls over the terms of this Agreement. Upon COUNTY's request, CONTRACTOR shall provide COUNTY with all requested public records in CONTRACTOR's possession, or shall allow COUNTY to inspect or Collection Services Agreement (RFP-603466-19/BJC) Page 15 of 20 copy the requested records within a reasonable time and at a cost that does not exceed costs as provided under Chapter 119, Florida Statutes. (b) CONTRACTOR specifically acknowledges its obligations to comply with Section 119.0701, Florida Statutes, with regard to public records and shall perform the following: (1) CONTRACTOR shall keep and maintain public records that ordinarily and necessarily would be required by COUNTY in order to perform the services required under this Agreement, (2) CONTRACTOR shall provide the public with access to public records on the same terms and conditions that COUNTY would provide the records and at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes, or as otherwise provided by law. (3) CONTRACTOR shall ensure public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed, except as authorized by law. (c) Upon termination of this Agreement, CONTRACTOR shall transfer, at no cost to COUNTY, all public records in possession of CONTRACTOR, or keep and maintain public records required by COUNTY under this Agreement. If CONTRACTOR transfers all public records to COUNTY upon completion of this Agreement, CONTRACTOR shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If CONTRACTOR keeps and maintains the public records upon completion of this Agreement, CONTRACTOR shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to COUNTY, upon request of COUNTY, in a format that is compatible with the information technology systems of COUNTY. (d) Failure to comply with this Section will be deemed a material breach of this Agreement for which COUNTY may terminate this Agreement immediately upon written notice Collection Services Agreement (RFP-603466-19/BJC) Page 16 of 20 to CONTRACTOR. CONTRACTOR may also be subject to statutory penalties as set forth in Section 119.10,Florida Statutes. (e) IF CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO CONTRACTOR's DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTRACTOR MAY CONTACT THE CUSTODIAN OF PUBLIC RECORDS, THE SEMINOLE COUNTY PURCHASING AND CONTRACTS MANAGER, AT 407-665-71169 RHOOPEW( SEMINOLECOUNTYFL.GOV, PURCHASING AND CONTRACTS DIVISION, 1301 EAST SECOND STREET, SANFORD, FL 32771. Section 24. Governing Law, Jurisdiction, and Venue. The laws of the State of Florida govern the validity, enforcement, and interpretation of this Agreement. The sole jurisdiction and venue for any legal action in connection with this Agreement will be in the courts of Seminole County, Florida. Section 25. Compliance with Laws and Regulations. In providing all services pursuant to this Agreement, CONTRACTOR shall abide by all statutes, ordinances, rules, and regulations pertaining to or regulating the provision of such services,including those now in effect and subsequently adopted, including,but not limited to,the federal Fair Debt Collection Practices Act, 15 U.S.C. §§1692-1692p and the Florida Consumer Collection Practices Act, Sections 559.55-559.785,Florida Statutes(2018), as these statutes maybe amended from time to time. Any violation of these statutes, ordinances,rules, or regulations will constitute a material breach of this Collection Services Agreement (RFP-603466-19/BJC) Page 17 of 20 Agreement and will entitle COUNTY to terminate this Agreement immediately upon delivery of written notice of termination to CONTRACTOR. Section 26. Patents and Royalties. Unless otherwise provided, CONTRACTOR is solely responsible for obtaining the right to use any patented or copyrighted materials in the performance of this Agreement. CONTRACTOR, without exception, shall indemnify and save harmless COUNTY and its employees from liability of any nature or kind, including costs and expenses for or on account of any copyrighted, patented, or unpatented invention, process, or article manufactured or supplied by CONTRACTOR. In the event of any claim against COUNTY of copyright or patent infringement, COUNTY shall promptly provide written notification to CONTRACTOR. If such a claim is made, CONTRACTOR shall use its best efforts to promptly purchase for COUNTY any infringing products or services or procure a license at no cost to COUNTY that will allow continued use of the service or product. If none of the alternatives are reasonably available,COUNTY shall return the article on request to CONTRACTOR and receive reimbursement, if any, as may be determined by a court of competent jurisdiction. Section 27. Notices. Whenever either party desires to give notice to the other, it must be given by written notice, sent by registered or certified United States mail, return receipt requested, addressed to the party for whom it is intended at the place last specified. The place for giving of notice will remain such until it has been changed by written notice in compliance with the provisions of this Section. For the present, the parties designate the following as the respective places for giving of notice: For COUNTY: Seminole County Fire Department 150 Eslinger Way Sanford,Florida 32773 Seminole County Utilities Operations Division Collection Services Agreement (RFP-603466-19lBJC) Page 18 of 20 500 West Lake Mary Boulevard Sanford,Florida 32772 Seminole County Solid Waste Division 1950 State Road 419 Longwood, Florida 32750 Seminole County Animal Services Division 232 Eslinger Way Sanford, Florida 32773 Seminole County Parks and Recreation Division 845 Lake Markham Road Sanford,Florida 32771 For CONTRACTOR: R.T.R. Financial Services, Inc. 2 Teleport Drive, Suite 302 Staten Island, New York 10311 Section 28. Rights At Law Retained. The rights and remedies of COUNTY provided for under this Agreement are in addition and supplemental to any other rights and remedies provided by law. Section 29. Headings and Captions. All headings and captions contained in this Agreement are provided f'or convenience only,do not constitute a part of this Agreement,and may not be used to define, describe, interpret or construe any provision of this Agreement. [Balance of this page intentionally blank;signatory page continues on page 211 Collection Services Agreement (RFP-603466-19/BJC) Page 19 of 20 IN WITNESS WHEREOF, the parties have made and executed this Agreement for the purposes stated above. ATTEST: R.k.R FINANCIAL SERVICE. C. Q ROBERT,� REIUY, Secretary g'"T-. lZ U, LLY, President (CORPORATE SEAL) Date: SE FLO �A Y. Witness RAY HOOP sing and Contracts Print Name Date: �— jness 1Mc)I I r Print Name For the use and reliance of as authorized for execution by,, BBp d of Seminole County only. County Commissioners at its / 2019,regular meeting. t Approved as to form and ILI 0 8 legal s ciency. C6-dfity Attorney DGS/dre 06/4/19 Attachments: Exhibit A -Scope of Services Exhibit B-HIPAA Business Associate Agreement TAUsemkLepl Secretary CSBTurchasmg 2019\RFP-603466 R.T.R.Fiaaneial.docx Collectitn_a i I:,es Agrc..-n-Sit (RFP-603466.19WC) Page 20 of 20 EXHIBIT A Scope of Services The Agency shall accept for collection all unpaid accounts for the following County accounts: Environmental Services/Water& Sewer Division; Solid Waste Division, Animal Services and Fire Department; and Leisure Services Department. GENERAL REQUIREMENTS & SCOPE OF SERVICES: 1. The Agency shall implement collection procedures to achieve maximum recovery of debts. Such procedures should include a reasonable number of contacts via telephone and mail efforts. Skip-tracing procedures should be instituted as required to determine if debtor is still located in the area. Written notification by the Agency of any type,verbiage, or format changes must be approved by the County. 2. The services to be provided will be a complete review of outstanding receivable referred to the Agency by the County. The County will turn accounts over to the Agency as specified by the different areas and the Agency will engage in the appropriate activities required to collect the outstanding receivable within twenty-four(24) hours of receipt and will apply whatever means have been approved by the County. 3. The Agency shall accept initial transactions, additions and/or updates to previously reported transactions electronically, preferably in the County's preferred file format. 4. The Board of County Commissioners is the general administrative body for Seminole County, Florida, a political subdivision of the State of Florida. Florida Statute 27.562 Court ordered repayment of services provided by Court appointed attorney, Public Defender; and sections pursuant to Florida Home Rule give the Board of County Commissioners the authority to contract with a collection agency for purposes of collecting outstanding receivables. (s. 938.29, Florida Statute 257.261); refer also Confidentiality: Interpreting the Amended Law. 5. Unless prohibited by applicable law, the County retains all rights to all data, reports, programs, designs and other results of this contract. The Agency or its agent shall not produce or otherwise use the products of this contract without the written consent of the County. The County reserves first publications rights to any products of this contract and the County may place the products in the public domain without permission of the Agency. Nothing herein shall be construed to limit the application of Florida Statutes, Chapter 119, the Public Records Act, by the Agency to the materials produced in connection with the contract. Failure by the Agency to abide by provisions of Public Records Law may result in termination of this contract. 6. Payment will be remitted to the Agency for its services on a monthly basis. The County will reimburse the Agency for its mutually agreed percentage share of collections for all accounts. 7. The Agency will adhere to all Federal, State, local laws, and collection regulations which are applicable to collection procedures. The Agency submitting this proposal agrees to maintain and make available its working papers to any Federal, State, and/or local governmental agency upon appropriate request, and in accordance with Federal, State, and local governmental agency upon appropriate request, and in accordance with Federal, State, and local provisions. 8. The Agency will provide the Seminole County Finance Department,Accounts Receivable Division, monthly statements detailing the collections received and copy each individual department/division involved, i.e. Water and Sewer Division, Solid Waste Division, Animal Services Division, Fire Department, Leisure Services, etc. This information must be received within ten (10)days after the end of each month. The information may be mailed to the Board of County Commissioners, County Finance, P.O. 8080, Sanford, Florida 32772-8080. 9. Payments will be remitted to the Agency only when collections are made. 10. Confidentiality: A. Customer information provided by the County to the Agency is of a confidential nature. Agency shall not disclose such information in whole or in part to any governmental body, non-governmental body or private party without the prior written consent of the County, except as required by law, or upon order of a Court or regulatory agency of competent jurisdiction. Agency shall limit access to confidential information to only those of its employees who require the information in the course and scope of their official duties. B. The Agency shall be fully responsible for all work performed under the contract. Unless otherwise required by the Florida Sunshine law, all information acquired by the Agency in the course of performing services shall be confidential, and shall not be open to examination by the public for any purpose without prior approval from the County. The Agency shall maintain off-site backup storage of County files and records that is secure from environmental and other hazards. All information provided to the Agency is to be used solely for the purpose of collection of those accounts. The Agency shall be required to assume responsibility for the safety and security of all records provided by the County. All information must be securely stored in a manner to prevent access by unauthorized persons. 11. Reports: Reports to be provided shall include, but not be limited to: These reports and all data shall be provided in hard copy and electronically in Microsoft Excel format via email or FTP. A. An Acknowledgement Report verifying that the Agency has received the account. This report shall be sent to the referring Department/Division electronically, hard copy and other acceptable methods within twenty-four (24) hours of transmittal of account. This report shall indicate the number of accounts, date received and total amount referred. (Monthly). B. A Remittance Statement with each check indicating, at a minimum, customer name, account number, bill date, amount referred,amount paid, date paid, balance due, the cumulative total for each account, and Payer type. (Monthly). C. A detailed Status Report, at the beginning of each month, providing the most recent activity for the previous month on each account shall be provided to the referring Department/Division indicating at a minimum,the name,account number, status, original amount and modified amount due, amount paid last month, amount paid to date for each case. Status of accounts shall be indicated such as full payments, partial pays, canceled and returned, letters sent on each account. All amounts shall be totaled. (Monthly). D. A Cancellation Report shall be provided by account number, showing the reason for return to the County and outstanding balance. This report shall include legal action recommendations, bankruptcy, deceased, or accounts recalled. If debtor is bankrupt, the bankruptcy case number shall be indicated. If deceased, an indication as to the status of estate. The report shall indicate if collection activity has stopped for any other reason than those outlined above. All original bankruptcy paperwork shall be forwarded to the County within twenty-four (24) hours of receipt. (Monthly). E. An Annual Report shall be provided by the Agency which summarizes the activity of all assigned accounts during the previous year. The annual report shall cover the period of October 1s'through September 301h and must be submitted no later than October 31 of the following year. (Annual). F. A Performance Report shall be provided with a summary of aged receivables by category of debt and a report that shows the number of accounts assigned, collected, collection rate, and number and percentage returned. Invoices and other material needed for payment must be in written form so they can be sent to the County Finance Department. (Monthly). G. The Agency shall prepare an invoice for the fee. In addition to other information required by the County, monthly invoices must indicate, at a minimum, Contract Number, gross amount collected last month and fee according to the contract. Agency will provide one consolidated invoice listing the gross amount collected for each Office by account. (Monthly). 12. Disputes of debt by debtor must be referred to the County. 13. In order to satisfy future requirements, the Agency should attempt asset location in order to satisfy judgments. 14. The Agency shall not settle any account for anything other than for the full amount unless otherwise directed by the County. 15. The Agency shall perform collection services for any account referred by the County without regard to the amount of the debt. 16. The Agency shall suspend either temporarily or permanently on any account placed by the County upon receipt of notification to do so. The County shall have the right to request the return of an account for any reason. 17. The Agency shall not refer any account to any attorney for action, file a lawsuit, place a lien on property, refer any account to another Contractor, or take any other legal action against the debtor on behalf of the County without written approval by the County. 18. All copying, faxing, postal costs, etc. of any kind are to be provided by the Agency and reflected in the submitted costs. The sole compensation to the Agency shall be at the rates specified in the resultant contract. 19. The Agency shall be responsible for contacting the sender of monies when there is insufficient information to identify which case the payment is for. 20. The Agency agrees to not assess or impose "a fee on fee" cost. The Agency shall not add a charge of any kind to an assigned account except for the aforementioned bad check charges. 21. The Agency shall be responsible for collecting on any dishonored items received and processed by the Agency. All checks must clear the bank before the Agency sends payment to the County. As a collection agency for the County, the Agency may collect the service fee for any dishonored check, authorized by Florida Statute 125.0105. 22. The Agency shall inform customers to make remittance to be collected by the Agency payable to the Agency. Agency may take credit card payments. There shall be no additional charges to the County for credit card payments accepted by the Agency. 23. The Agency shall adjust official account balances only from receipts of payment and information received from the County. At no time shall the Agency accept information supplied by a debtor or any other source as evidence to support an account balance. In the case of a dispute by the debtor, the Agency shall direct the debtor to the County. The Agency may, however, update information such as addresses and telephone numbers obtained through skip-tracing efforts. 24. The Agency shall provide the County with a copy of all letters of complaint within ten (10) days of receipt, and indicate what action was taken to achieve an acceptable resolution. 25. If partial payment is received by the Agency, follow up will not be done by the County. The Agency must attempt to collect the full balance due. 26. There will be no charge to the County if the Agency is unable to recover monies on accounts assigned. No adjustment to the fee will be made during the term of the contract. 27. All unusual and customary costs incurred as a result of collecting accounts shall be the sole responsibility of the Agency. Any costs of automation equipment, installation of data lines, printing, postage and equipment costs, etc.will be borne by the Agency. 28. In the event the Agency receives payments for service which are later disallowed by the County, such as bad checks paid directly to the Clerk, or adjustments, the County may offset the amount disallowed from any payment due the Agency. 29. If the contract is terminated, all accounts will be returned to the referring Department/Division regardless of payments made on account or arrangements made. Any fee due at the time will be paid by the County. 30. Liaison A. Agency's staff will work with County staff to facilitate transmission of pertinent information between the County and Agency. The Agency must be able to receive and send data electronically or any agreeable method. B. The Agency shall designate a Collection/Project Manager who will have responsibility for the Agency's performance and will be directly responsible for coordinating efforts with County staff. C. The Agency must provide for immediate telephone contact with the Collection/Project Management during County Business hours of 8:00 AM to 5:00 PM. A maximum of one hour turnaround time for responses to inquires will be required. D. A written response shall be provided to all complaints received by the County of all alleged action taken by the Agency and/or its agents. The response shall be provided by the Collection/Project Manager and shall be received by the County within ten (10)days from the date the request is sent to the Agency. The response shall address all questions and statements made by the County concerning the alleged actions. 31. Personnel shall be competent, qualified and experienced to assure an aggressive, vigorous collection effort with a substantial likelihood of success. Agency shall have bilingual capability in Spanish and English. 32. Agency must be fully automated for electronic sending and receiving of files as well as providing, for the County, on-line near real time access to County accounts during normal business hours electronically. When requested by the County, Agency shall provide files of specific customer calls for review. 33. Agency shall have the capability to effect collections in all 50 states, U.S. Territories or commonwealths, Caribbean nations and Canada. Agency shall meet interstate collections requirements which may include being certified, insured, licensed, registered and/or bonded in the state where collection is being attempted or having a resident office in that state. 34. County Responsibilities: A. The County shall notify the Agency when collection action is to be canceled and returned or suspended temporarily or permanently. B. The County will inform the Agency of adjustments or corrections made to the amount due by referring Department/Divisions. C. Upon the assignment of accounts to the Agency, the County will not be expected to provide any further assistance in the collection of these accounts. D. The County reserves the right to change any portion of the work, outlined herein if there are changes in federal or state law or County ordinance, written rule, resolution or administrative policy or procedure that make it necessary. DEPARTMENT/DIVISIONS: 1. Fire Department: a. All delinquent accounts with an outstanding balance after six(6) invoices or greater than twelve (12) months upon review by the County and referred to the Agency, are to be collected. Anticipated amount to be collected annually greater than $65,000.00 b. The Agency shall provide annual report showing employees meet all Federal, State, and Local requirements for HIPPA and any other mandated or required training. 2. Environmental Services -Water and Sewer Division: a. After review by the County selected accounts that have a balance outstanding greater than sixty (60) days from the due date will be referred to the Agency for collection. b. Agency may enter into payment arrangements with debtor and terms not to exceed ninety (90) days. C. Average bill referred to Agency$70 - $200. d. Average number of bills referred monthly 90— 110. e. Average amount referred monthly $10,000 - $15,000. 3. Environmental Services -Solid Waste Division: a. Solid Waste annual referral demographic numbers are on average ten (10)checks and totaling approximately $300.00. 4. Public Safety -Animal Services Division: Accounts which have outstanding balance greater than sixty (60) days, upon review by the County and referred to the Agency are to be collected. Delinquent accounts owing $2,634.50 -46 worthless checks owing $2,119.76. a. The Agency will handle all paper work involved with collection procedures and will maintain records and current status on all accounts. This information will be available for view by the Public Safety Department via internet access. b. The Agency's collection rates shall be in compliance with Florida Statute 27.561 (Attachment C), and other applicable sections of Florida Home Rule. 5. Leisure Services — Parks and Recreation: Accounts which have outstanding balances greater than one (1) month and a minimum of $50.00, upon review by the County and referred to the Agency, are to be collected. NSF payments outstanding for more than 30 days from point of contact and exceeding $50.00 will be turned over to the Agency. Exhibit B HIPAA Business Associate Agreement (a) Preamble and Definitions (1) Pursuant to the Health Insurance Portability and Accountability Act of 1996, as amended ("HIPAA"), COUNTY ("Covered Entity") and CONTRACTOR, or any of its corporate affiliates("Business Associate") enter into this Business Associate Agreement ("BAA") that addresses the HIPAA requirements with respect to "business associates,"as defined under the privacy, security, breach notification, and enforcement rules at 45 C.F.R. Part 160 and Part 164 ("HIPAA Rules"). A reference in this BAA to a section in the HIPAA Rules means the section as in effect or as amended. (2) This BAA is intended to ensure that Business Associate will establish and implement appropriate safeguards for the Protected Health Information ("PHI") (as defined under the HIPAA Rules) that Business Associate may receive, create, maintain, use, or disclose in connection with the functions, activities, and services that Business Associate performs for Covered Entity. The functions, activities, and services that Business Associate performs for Covered Entity are defined in the Agreement to which this BAA is attached as Exhibit B (the "Underlying Agreement"). (3) Pursuant to changes required under the Health Information Technology for Economic and Clinical Health Act of 2009(the"HITECH Act")and under the American Recovery and Reinvestment Act of 2009 ("ARRA"), this BAA also reflects federal breach notification requirements imposed on Business Associate when"Unsecured PHI"(as defined under the HIPAA Rules) is acquired by an unauthorized party, and the expanded privacy and security provisions imposed on business associates. HIPAA Business Associate Agreement Page 1 of 11 (4) Unless the context clearly indicates otherwise, the following terms in this BAA have the same meaning as those terms in the HIPAA Rules: Breach, Data Aggregation, Designated Record Set, Disclosure, Electronic Media, Electronic Protected Health Information (ePHI), Health Care Operations, Individual, Minimum Necessary, Notice of Privacy Practices, Required by Law, Secretary, Security Incident, Subcontractor, Unsecured PHI, and Use. (5) A reference in this BAA to the Privacy Rule means the Privacy Rule, in conformity with the regulations at 45 C.F.R. Parts 160-164 (the "Privacy Rule") as interpreted under applicable regulations and guidance of general application published by HHS, including all amendments to such regulations and guidance for which compliance is required, as amended by the HITECH Act,ARRA, and the HIPAA Rules. (b) General Obligations of Business Associate. (1) Business Associate shall not use or disclose PHI,other than as permitted or required by this BAA or as Required By Law, or if such use or disclosure does not otherwise cause a Breach of Unsecured PHI. (2) Business Associate shall use appropriate safeguards, and comply with Subpart C of 45 C.F.R. Part 164 with respect to ePHI, to prevent use or disclosure of PHI other than as provided for by the BAA. (3) Business Associate shall mitigate, to the extent practicable, any harmful effect that is known to Business Associate as a result of a use or disclosure of PHI by Business Associate in violation of this BAA's requirements or that would otherwise cause a Breach of Unsecured PHI. (4) The Business Associate shall comply with the following breach notification requirements: HIPAA Business Associate Agreement Page 2 of 11 (i) Business Associate shall report to Covered Entity any Breach of Unsecured PHI not provided for by the BAA of which it becomes aware within five (5) business days of "discovery" within the meaning of the HITECH Act. Such notice must include the identification of each individual whose Unsecured PHI has been, or is reasonably believed by Business Associate to have been, accessed,acquired,or disclosed in connection with such Breach. In addition, Business Associate shall provide any additional information reasonably requested by Covered Entity for purposes of investigating the Breach and any other available information that Covered Entity is required to include to the individual under 45 C.F.R. § 164.404(c) at the time of notification or promptly thereafter as information becomes available. Business Associate's notification of a Breach of Unsecured PHI under this Section must comply in all respects with each applicable provision of Section 13400 of Subtitle D (Privacy) of ARRA, the HIPAA Rules, and related guidance issued by the Secretary or the delegate of the Secretary from time to time. (ii) In the event of Business Associate's use or disclosure of Unsecured PHI in violation of HIPAA, the HITECH Act, or ARRA, Business Associate bears the burden of demonstrating that notice as required under this Section 2.4 was made, including evidence demonstrating the necessity of any delay, or that the use or disclosure did not constitute a Breach of Unsecured PHI. (5) In accordance with 45 C.F.R. §§ 164.502(e)(1)(ii) and 164.308(b)(2), if applicable, Business Associate shall require any Subcontractors that create, receive, maintain, or transmit PHI on behalf of the Business Associate agree to the same restrictions, conditions, and requirements that apply to the Business Associate with respect to such information. (6) Business Associate shall make available PHI in a Designated Record Set to the Covered Entity as necessary to satisfy Covered Entity's obligations under 45 C.F.R. § 164.524. HIPAA Business Associate Agreement Page 3 of 11 (i) Business Associate shall comply with an individual's request to restrict the disclosure of their personal PHI in a manner consistent with 45 C.F.R. § 164.522,except where such use, disclosure, or request is required or permitted under applicable law. (ii) Business Associate agrees that when requesting,using,or disclosing PHI in accordance with 45 C.F.R. § 164.502(b)(1)that such request,use, or disclosure must be to the minimum extent necessary, including the use of a"limited data set" as defined in 45 C.F.R. § 164.514(e)(2), to accomplish the intended purpose of such request, use, or disclosure, as interpreted under related guidance issued by the Secretary from time to time. (7) Business Associate shall make any amendments to PHI in a Designated Record Set as directed or agreed to by the Covered Entity pursuant to 45 C.F.R. § 164.526, or take other measures as necessary to satisfy Covered Entity's obligations under 45 C.F.R. § 164.526. (8) Business Associate shall maintain and make available the information required to provide an accounting of disclosures to the Covered Entity as necessary to satisfy Covered Entity's obligations under 45 C.F.R. § 164.528. (9) Business Associate shall make its internal practices, books, and records, including policies and procedures regarding PHI, relating to the use and disclosure of PHI and Breach of any Unsecured PHI received from Covered Entity,or created or received by the Business Associate on behalf of Covered Entity, available to Covered Entity (or the Secretary) for the purpose of Covered Entity or the Secretary determining compliance with the Privacy Rule (as defined in Section 8). (10) To the extent that Business Associate is to carry out one or more of Covered Entity's obligation(s) under Subpart E of 45 C.F.R. Part 164, Business Associate shall comply HIPAA Business Associate Agreement Page 4 of 11 with the requirements of Subpart E that apply to the Covered Entity in the performance of such obligations. (11) Business Associate shall account for the following disclosures: (i) Business Associate shall maintain and document disclosures of PHI and Breaches of Unsecured PHI and any information relating to the disclosure of PHI and Breach of Unsecured PHI in a manner as would be required for Covered Entity to respond to a request by an individual or the Secretary for an accounting of PHI disclosures and Breaches of Unsecured PHI. (ii) Business Associate shall provide to Covered Entity, or to an individual at Covered Entity's request, information collected in accordance with this Section (b)(11), to permit Covered Entity to respond to a request by an individual or the Secretary for an accounting of PHI disclosures and Breaches of Unsecured PHI. (iii) Business Associate shall account for any disclosure of PHI used or maintained as an Electronic Health Record (as defined in Section (e)(1) below) ("EHR") in a manner consistent with 45 C.F.R. § 164.528 and related guidance issued by the Secretary from time to time;provided that an individual will have the right to receive an accounting of disclosures of EHR by the Business Associate made on behalf of the Covered Entity only during the three years prior to the date on which the accounting is requested from Covered Entity. (iv) In the case of an EHR that the Business Associate acquired on behalf of the Covered Entity as of January 1, 2009, Section (b)(11)(iii) above will apply to disclosures with respect to PHI made by the Business Associate from such EHR on or after January 1, 2014. In the case of an EHR that the Business Associate acquires on behalf of the Covered Entity after January 1, 2009, Section (b)(11)(iii) above will apply to disclosures with respect to PHI made by HIPAA Business Associate Agreement Page 5ofII the Business Associate from such EHR on or after the later of January 1, 2011, or the date that it acquires the EHR. (12) Business Associate shall comply with the"Prohibition on Sale of Electronic Health Records or Protected Health Information," as provided in Section 13405(d) of Subtitle D (Privacy) of ARRA, and the"Conditions on Certain Contacts as Part of Health Care Operations," as provided in Section 13406 of Subtitle D (Privacy)of ARRA and related guidance issued by the Secretary from time to time. (13) Business Associate acknowledges that, effective on the Effective Date of this BAA,it will be liable under the civil and criminal enforcement provisions set forth at 42 U.S.C. § 1320d-5 and 1320d-6, as amended, for failure to comply with any of the use and disclosure requirements of this BAA and any guidance issued by the Secretary from time to time with respect to such use and disclosure requirements. (c) Permitted Uses and Disclosures By Business Associate. (1) General Uses and Disclosures. Business Associate shall receive, create, use, or disclose PHI only in a manner that is consistent with this BAA, the Privacy Rule, or Security Rule (as defined in Section 5) and only in connection with providing services to Covered Entity; provided that the use or disclosure would not violate the Privacy Rule, including 45 C.F.R. § 164.504(e), if the use or disclosure would be done by Covered Entity. For example, the use and disclosure of PHI will be permitted for "treatment, payment, and health care operations," in accordance with the Privacy Rule. (2) Business Associate may use or disclose PHI as required by law. (3) Business Associate shall make uses and disclosures and requests fbr PHI: consistent with Covered Entity's Minimum Necessary policies and procedures. HIPAA Business Associate Agreement Page 6 of 11 (4) Business Associate may not use or disclose PHI in a manner that would violate Subpart E of 45 C.F.R. Part 164 if done by the Covered Entity. (5) Specific Other Uses and Disclosures: (i) Except as otherwise limited in this BAA, Business Associate may use or disclose PHI as necessary to perform the services set forth in the Underlying Agreement, including Exhibit A. (ii) Except as otherwise limited in this BAA, Business Associate may use PHI to provide Data Aggregation Services to Covered Entity as permitted by HIPAA. (iii) Except as otherwise provided in this BAA, Business Associate may use PHI for its proper management and administration or to carry out its legal responsibilities as permitted under applicable law. (d) Obligations of Covered Entity. (1) Covered Entity shall comply with the following obligations: (i) Covered Entity shall provide Business Associate with the Notice of Privacy Practices that Covered Entity produces in accordance with the Privacy Rule, and any changes or limitations to such notice under 45 C.F.R. § 164.520, to the extent that such changes or limitations may affect Business Associate's use or disclosure of PHI. (ii) Covered Entity shall notify Business Associate of any restriction to the use or disclosure of PHI that Covered Entity has agreed to or is required to abide by under 45 C.F.R. § 164.522, to the extent that such restriction may affect Business Associate's use or disclosure of PHI under this BAA. HIPAA Business Associate Agreement Page 7 of 11 (iii) Covered Entity shall notify Business Associate of any changes in or revocation of permission by an individual to use or disclose PHI,if such change or revocation may affect Business Associate's permitted or required uses and disclosures of PHI under this BAA. (2) Covered Entity shall not request Business Associate to use or disclose PHI in any manner that would not be permissible under the Privacy and Security Rule if done by Covered Entity, except as provided under Section(c)of this BAA. (e) Compliance with Security Rule. (1) Business Associate shall comply with the HIPAA Security Rule, which means the Standards for Security of Electronic Protected Health Information at 45 C.F.R. Part 160 and Subparts A and C of Part 164, as amended by ARRA and the HITECH Act. The term "Electronic Health Record"or "EHR" as used in this BAA means an electronic record of health- related information on an individual that is created, gathered, managed, and consulted by authorized health care clinicians and staff. (2) In accordance with the Security Rule, Business Associate shall perform the following: (i) Business Associate shall implement the administrative safeguards set forth at 45 C.F.R. § 164.308, the physical safeguards set forth at 45 C.F.R. § 164.310, the technical safeguards set forth at 45 C.F.R. § 164.312, and the policies and procedures set forth at 45 C.F.R. § 164.316, to reasonably and appropriately protect the confidentiality, integrity, and availability of the ePHI that it creates,receives,maintains,or transmits on behalf of Covered Entity as required by the Security Rule.Business Associate acknowledges that,effective on the Effective Date of this BAA, (a)the foregoing safeguards,policies, and procedures requirements shall apply to Business Associate in the same manner that such requirements apply to Covered Entity, and (b) HIPAA Business Associate Agreement Page 8of11 Business Associate shall be liable under the civil and criminal enforcement provisions set forth at 42 U.S.C. § 1320d-5 and 1320d-6, as amended from time to time, for failure to comply with the safeguards, policies, and procedures requirements and any guidance issued by the Secretary from time to time with respect to such requirements; (ii) Business Associate shall require that any agent, including a Subcontractor, to whom it provides such PHI agrees to implement reasonable and appropriate safeguards to protect the PHI; and (iii) Business Associate shall report to the Covered Entity any Security Incident of which it becomes aware. (f) Indemnification. The parties agree and acknowledge that except as set forth in this BAA,the indemnification obligations contained under the Underlying Agreement govern each party's performance under this BAA. (g) Term and Termination. (1) This BAA has the same Term as provided in Section 6 of the Underlying Agreement and the same provisions for Termination as provided in Section 7 of the Underlying Agreement. (2) Upon termination of this BAA for any reason, the parties agree that Business Associate will be required to return to Covered Entity all PHI received from Covered Entity,or created,maintained, or received by Business Associate on behalf of Covered Entity,that the Business Associate still maintains in any form. The PHI must be returned in a format that is reasonably expected to preserve its accessibility and usability. Upon termination, Business HIPAA Business Associate Agreement Page 9 of 11 Associate shall retain no copies of the PHI and any Business Associate will be required to destroy all such copies. (3) The obligations of Business Associate under this Section (g) will survive the termination of this BAA. (h) General Provisions. (1) The parties shall take such action as is necessary to amend this BAA to comply with the requirements of the Privacy Rule, the Security Rule, HIPAA, ARRA, the HITECH Act, the HIPAA Rules, and any other applicable law. (2) The respective rights and obligations of Business Associate under Sections (f) and (g) of this BAA will survive the termination of this BAA. (3) The parties intend for this BAA to be interpreted in the following manner: (i) Any ambiguity will be resolved in favor of a meaning that permits Covered Entity to comply with the HIPAA Rules. (ii) Any inconsistency between the BAA's provisions and the HIPAA Rules,including all amendments, as interpreted by the HHS, a court, or another regulatory agency with authority over the parties, will be interpreted according to the interpretation of the HHS, the court, or the regulatory agency. (iii) Any provision of this BAA that differs from those required by the HIPAA Rules, but is nonetheless permitted by the HIPAA Rules, will be adhered to as stated in this BAA. (4) This BAA constitutes the entire agreement between the parties related to the subject matter of this BAA, except to the extent that the Underlying Agreement imposes more stringent requirements related to the use and protection of PHI upon Business Associate.This BAA HIPAA Business Associate Agreement Page 10 of 11 supersedes all prior negotiations,discussions,representations,or proposals,whether oral or written with respect to its subject matter. This BAA may not be modified unless done so in writing and signed by a duly authorized representative of both parties. If any provision of this BAA, or any part of such provision, is found to be invalid, the remaining provisions will remain in effect. (5) This BAA is binding on the successors and assigns of the Covered Entity and the Business Associate. However, this BAA may not be assigned, in whole or in part,without the written consent of the other party. Any attempted assignment in violation of this provision will be null and void. (6) Except to the extent preempted by federal law, Section 24 of the Underlying Agreement applies the validity, enforcement, and interpretation of this BAA. DGS/dre 6/4/2019 T:\Users\Legal Secretary CSB\Purchasing 2019\RFP-603466 R.T.R.Financial Exhibit B.docx HIPAA Business Associate Agreement Page 11 of 11 DATE(MM/DDIYYYY) -�► CERTIFICATE OF LIABILITY INSURANCE 05/25/2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATIONIS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT INTEGRITY FIRST INSURANCE INClPHS PHONE (866)467-8730 FAX (888)443-6112 20266932 (A/C,No,Ext): (A/C,No): The Hartford Business Service Center 3600 Wiseman Blvd E-MAIL San Antonio,TX 78251 ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# INSURED INSURERA: Hartford Underwriters Insurance Company 30104 RTR Financial Services Inc INSURER B: 2 TELEPORT DR STE 302 STATEN ISLAND NY 10311-1004 INSURERC: INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $1,000,000 CLAIMS-MADE OCCUR PREMISES(Ea occurrence) $1,00 DAMAGE TOR 0,000 X General Liability MED EXP(Any one person) $10,000 A X 20 SBA AP9MMU 02/21/2022 02/21/2023 PERSONAL 8 ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 X JECT LOC APPROVED BY RISK MANAGEMENT PRODUCTS-COMP/OP AGG $2,000,000 POLICY❑PRO- ❑ OTHER: ay DATE AUTOMOBILE LIABILITY wAVERN�A YES COMBINED SINGLE LIMIT $1,000,000 accidentl ANY AUTO BODILY INJURY(Per person) A ALL OWNED SCHEDULED 20 SBA AP9MMU 02/21/2022 02/21/2023 BODILY INJURY(Per accident) AUTOS AUTOS HIRED NON-OWNED PROPERTY DAMAGE X AUTOS X AUTOS (Per accident) UMBRELLA LIAB X OCCUR EACH OCCURRENCE $5,000,000 A EXCESS LIAB MADEs- 20 SBA AP9MMU 02/21/2022 02/21/2023 AGGREGATE $5,000,000 ED I RETENTION$10,000 WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY AT ANY YIN E.L.EACH ACCIDENT PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? N/A E.L.DISEASE-EA EMPLOYEE (Mandatory In NH) If yes,describe under E.L.DISEASE-POLICY LIMIT DESCRIPTION OF OPERATIONS below DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Those usual to the Insured's Operations.Certificate holder is an additional insured per the Business Liability Coverage Form SL3032 attached to this policy. CERTIFICATE HOLDER CANCELLATION Monroe County Board of County SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED Commission BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED 1100 SIMONTON ST IN ACCORDANCE WITH THE POLICY PROVISIONS. KEY WEST FL 33040 AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD ® -7ATE DfYYM CERTIFICATE OF LIABILITY INSURANCE 051252(022 16*-� F PRODUCER THIS CERTIFICATION IS ISSUED AS A MATTER OF INFORMATION Integrity First Insurance,Inc. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 70 Mansell Court Suite 275 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Roswell,GA 30076 0:(770)587-4595 F:(770)587-2440 INSURERS AFFORDING COVERAGE NAIL INSURED INSURER A: Crum&Forster Ins Co 44520 RTR Financial Services,Inc INSURER B: 2 Teleport Dr.,Ste 302 INSURER C Staten Island,NY 10311 INSURER D INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCEDBY PAID CLAIMS. I NSIR ADDI POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION 1 LIMITS L TR INSIRD TYPE OF INSURANCE DATE(MMIDDIYY) DATE(MM/DD[YY)T GENERAL LIABILITY EACH OCCURRENCE $________ —DAMAGE TO RENTED COMMERCIAL GENERAL LIABILITY FIREMISES_LEa_—j $ CLAIMS MADE I—]OCCUR MED EXP(Any one person) $ _PERSONAL&ADV INJURY $ GENERAL AGGREGATE $ GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/Op AGG $ I � JECT L F— PRO- OC $ POLICY AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ ANY AUTO (Ea accident) ALL OWNED AUTOS APPROVED BY RISK MANAGEMENT BODILY INJURY $ 7 (Per person) SCHEDULED AUTOS B HIRED AUTOS DATE �2022� BODILY INJURY $ NON-OWNED AUTOS WAVER MA YES® j (Per accident) PROPERTY DAMAGE $ (Per accident) GARAGE LIABILITY j AUTO ONLY_EA ACCIDENT $ ANY AUTO OTHER THAN EA ACC $ ------- AUTO ONLY: AGG $ I EXCESSIUMBRELLA LIABILITY EACH OCCURRENCE OCCUR CLAIMS MADE I AGGREGATE $ $ DEDUCTIBLE $ RETENTION $ WC ST OTH-1 $ S WORKERS COMPENSATION AND WC EMPLOYERS LIABILITY E.L.EACH ACCIDENT $ ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? �Et­ DISEASE-EA $ If yes,describe under SPECIAL PROVISIONS below E.L.DISEASE-POLICY LIMIT $ OTHER A 11/17/2021 11/17/2022 Cyber CYB 103332 1 $5,000,000 Security&Privacy Liability DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT SPECIAL PROVISIONS Certificate Holder is additional insured on primary Policy#CYB 103332 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION Monroe County Board of County Commission DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL —30--DAYS WRITTEN 1100 Simonton Street NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,BUT FAILURE TO DO SO SHALL Key West,FL 33040 IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER,ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE ACORD 25 (2001108) O ACORD CORPORATION 1988 THE HARTFORD BUSINESS SERVICE CENTER THE 3600 WISEMAN BLVD HARTFORD SAN ANTONIO TX 78251 March 8, 2022 For Informational Purposes 2 TELEPORT DR STE 302 STATEN ISLAND NY 10311-1004 Account Information: y Contact Us Policy Holder Details : R T R Financial Services Inc Business Service Center Business Hours: Monday- Friday (7AM -7PM Central Standard Time) Phone: (877)287-1316 Fax: (888)443-6112 Email: age ncy.servicesa-thehartford.com Website: https:Hbusiness.thehartford.com Enclosed please find a Certificate Of Insurance for the above referenced Policyholder. Please contact us if you have any questions or concerns. Sincerely, Your Hartford Service Team WLTRO05 ,-. DATE(MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 03/08/2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATIONIS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: AUTOMATIC DATA PROCESSING INS AGCY PHONE (800)524-7024 FAx (800)524-4013 76250717 (A/C,No,Ext): (A/C,No): 71 HANOVER ROAD E-MAIL ADDRESS: FLORHAM PARK NJ 07932 INSURER(S)AFFORDING COVERAGE NAIC# INSURERA: Hartford Fire and Its P&C Affiliates 00914 INSURED INSURER B: R T R FINANCIAL SERVICES INC INSURERC: 2 TELEPORT DR STE 302 STATEN ISLAND NY 10311-1004 INSURERD: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSR WVD MM/DD/YYYY MM/DD/YYY COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE CLAIMS-MADE❑OCCUR DAMAGE TO RENTED APPROVED BY RISK MANAGEMENT PREMISES Ea occurrence By .. VIED EXP(Any one person) /3l%5In PERSONAL&ADV INJURY GEN'L AGGREGATE LIMIT APPLIES PER. WAVER NIA—YES'— GENERAL AGGREGATE JECT POLICY1:1 PRO LOC PRODUCTS-COMP/OPAGG OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident ANY AUTO BODILY INJURY(Per person) ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY(Per accident) HIRED NON-OWNED PROPERTY DAMAGE AUTOS AUTOS (Per accident) UMBRELLA LIAB OCCUR EACH OCCURRENCE EXCESS LIAB CLAIMS- AGGREGATE MADE DED RETENTION$ WORKERS COMPENSATION X PER OTH- AND EMPLOYERS'LIABILITY STATUTE ER ANY Y/N E.L.EACH ACCIDENT $1,000,000 A PROPRIETOR/PARTNER/EXECUTIVE N/A 76 WBG AR6AXG 03/07/2022 03/07/2023 OFFICER/MEMBER EXCLUDED? E.L.DISEASE-EA EMPLOYEE $1,000,000 (Mandatory in NH) If yes,describe under E.L.DISEASE-POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS below DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Those usual to the Insured's Operations. CERTIFICATE HOLDER CANCELLATION For Informational Purposes SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED 2 TELEPORT DR STE 302 BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED STATEN ISLAND NY 1 031 1-1 004 IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD