2010-09 Emergency Medical Services Billing AgreementRESOLUTION 2414-09
A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF
• NORTH PALM BEACH, FLORIDA, APPROVING AN AGREEMENT WITH
ADVANCED DATA PROCESSING, INC. (D/B/A INTERMEDIX -ADPI)
FOR EMS BILLING AND RELATED PROFESSIONAL SERVICES AND
AUTHORIZING THE MAYOR AND VILLAGE CLERK TO EXECUTE
SAME; AND PROVIDING FOR AN EFFECTIVE DATE.
WriEREAS, the City of West Palm Beach has been providing EMS billing services to the
Village, and has informed the Village that it can no longer provide such services effective
March 1, 2010; and
WHEREAS, Village Administration contacted a number of medical billing service providers and
Advanced Data Processing, Inc. (d/b/a INTERMEDIX -ADPI) was the only provider that could
provide the necessary services to the Village at a reasonable rate and meet the Village's
timeframe; and
WHEREAS, due to the fact that the City of West Palm Beach is transitioning its services to
INTERMEDIX, INTERMEDIX already provides EMS billing services to Palm Beach County
and the City of Palm Beach Gardens, and the Village must have a new provider in place in
advance of the March 1, 2010 deadline to ensure a smooth transition, Village Administration is
recommending that that the Council waive the customary purchasing policies and procedures and
approve an agreement with INTERMEDIX; and
WHEREAS, based on the foregoing, the Village Council determines that a waiver of the
customary purchasing policies and procedures and the approval of an agreement with
INTERMEDIX is in the best interests of the Village and its residents.
NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF NORTH PALM
BEACH, FLORIDA, as follows:
Section 1. The foregoing "whereas" clauses are hereby ratified and incorporated herein.
Section 2. The Village Council hereby approves an Agreement with Advanced Data
Processing, Inc. (d/b/a INTERMEDIX -ADPI) for Emergency Medical Services Billing and
Related Professional Services and authorizes and directs the Mayor and Village Clerk to execute
such Agreement on behalf of the Village. A copy of the Agreement is attached hereto as Exhibit "A"
and incorporated herein.
Section 3. This resolution shall take effect immediately upon adoption.
PASSED AND ADOPTED THIS 1 lth DAY OF
(Village Seal)
ATTEST:
- ~
VILLAGE CLERK
AGREEMENT BETWEEN
VILLAGE OF NORTH PALM BEACH
AND
ADVANCED DATA PROCESSING, INC. (dba ADPI-Intermedix)
FOR EMERGENCY MEDICAL SERVICES BILLING AND RELATED PROFESSIONAL
SERVICES
THIS AGREEMENT ("AGREEMENT") is made and entered into this 11th day of February, 2010
by and between the Village of North Palm Beach, a Florida municipality, with principal offices
located at 501 U.S. Highway 1, North Palm Beach, FL 33408 ("VILLAGE"} and Advanced Data
Processing, Inc. (dba ADPI-Intermedix), a Delaware Corporation with principal offices located at
6451 North Federal Highway, Suite 1002, Fort Lauderdale, Fiorida 33308 ("CONTRACTOR").
RECITALS
WHEREAS, VILLAGE provides emergency medical services, including ambulance
transport ("EMS") for residents and visitors in its jurisdiction, and charges for such services; and
WHEREAS, CONTRACTOR provides billing, collection and related consulting services
and equipment ("Contractor Services") far municipalities and other providers of EMS; and
WHEREAS, CONTRACTOR has entered into agreements with other units of local
government within Palm Beach County, such as the City of Palm Beach Gardens, and wishes to
provide medical billings, collections, and accounts receivable professional services to the
VILLAGE's Fire Rescue Division under similar terms and conditions; and
WHEREAS, the parties hereto now wish to enter into an agreement, pursuant to which
the CONTRACTOR will render those professional services in connection with said project as
defined in CONTRACTOR'S Agreement and hereinafter provided;
AGREEMENT
NOW THEREFORE, the parties hereto agree as follows:
1. ENGAGEMENT OF CONTRACTOR. During the term of this Agreement, except for
accounts referred to a collection agency as provided herein, CONTRACTOR shall be
exclusively responsible for the billing and collection of all charges and fees resulting from the
delivery of EMS by VILLAGE ("EMS Services"), including but not limited to all charges and fees
to private insurers, Medicare, Medicaid, other governmental programs, individual patients and
their responsible parties (collectively, "Payors") and;
2. SCOPE OF SERVICES. CONTRACTOR shall perform and carry out Contractor Services
for EMS Services as specifically described in "EXHIBIT A -Scope of Services", which is
attached hereto and incorporated herein by this reference. VILLAGE reserves the right to
CONTRACT FOR RESCUE AMBULANCE PAGE1
AND RELATED PROFESSIONAL SERVICES
request changes in the Scope of Services within CONTRACTOR's capabilities, which changes
shall be implemented upon mutual written agreement of the parties specifying such changes
and any change in compensation attributable thereto.
3. TERM. This AGREEMENT shall be effective on the date executed by both parties through
December 31, 2012, unless terminated as provided in Section 12 below. This AGREEMENT
shall renew automatically for a period of one three-year period at the end of the initial term and
each subsequent renewal term unless terminated as provided in Section 12 below. All terms
and conditions hereof shall remain in full force and effect during any renewal term unless this
Agreement is amended in writing.
4. COMPENSATION AND METHOD OF PAYMENT.
4A1. The CONTRACTOR shall be paid by VILLAGE a monthly amount representing fees for
CONTRACTOR's Services computed as follows:
For EMS Services;
(a) Six and ninety-five one-hundredths percent (6.95%) of all monies for non-Medicaid
accounts collected by CONTRACTOR for EMS provided by VILLAGE ("Collections"), plus
(b) Eleven dollars ($11.00} per Florida Medicaid account, whether or not such account is
ultimately paid by Florida Medicaid, plus
(c) One and sixty one-hundredths percent (1.60%) of all non-Medicaid collections for use
of CONTRACTOR provided field data capturing and reporting system consisting of one {1) Pen-
based Panasonic Toughbook Tablet units, Field Automation Software, Administrative Reporting
System, includes training, support (referred heretofore as "TripTix"), plus the optional amount of
one and fifty one-hundredths percent (1.50%) for each additional unit, plus
(d) One dollar ($1.00) per HIPAA-compliant Notice of Privacy Practices sent to patients
as more specifically described in the Scope of Services (Exhibit A -OPTIONAL).
Contractor reserves the right to increase these fees upon thirty (30) days written notice to
VILLAGE if postage is increased by the United States Postal Service, but only in an amount
necessary to cover additional postage costs. Such increase shall not require agreement or
consent by VILLAGE.
4,02. CONTRACTOR shall submit the monthly invoices for fees for Contractor Services to
Village of North Palm Beach Fire-Rescue ATTN: Fire Rescue Administration, 501 US Highway
1, North Palm Beach, FL 33408. VILLAGE shat[ issue a check for the amount invoiced, less any
disputed amounts, within thirty {30) days of receipt of such invoice. In the event VILLAGE
disputes any part of the invoiced amounts, such dispute shall be raised in writing to
CONTRACTOR within such thirty {30) day period or the invoice shall conclusively be deemed to
be accurate and correct. CONTRACTOR sha[I respond to any such native of dispute within
thirty {30) days of receipt thereof. Any overdue amounts which are not the subject of a good
faith notice of dispute shall accrue interest at the rate of twelve percent (12%) per annum.
CONTRACT FOR RESCUE AMBULANCE PAGE 2
AND RELATED PROFESSIONAL SERVICES
4.03. if the Contractor Services being provided under this Agreement include CONTRACTOR
collecting on behalf of VILLAGE the charges and fees owed by third parties (e.g. insurers,
Medicare, Medicaid, and other governmental programs, individual patients and their responsible
parties) with respect to the delivery of EMS by VILLAGE, then all amounts so collected by
CONTRACTOR shall be deposited into a lockbox established by VILLAGE. VILLAGE agrees
that it will be solely responsible for the cost of any and al( lock-box and/or remote deposit
services. VILLAGE, should it elect to participate in any credit card acceptance program, agrees
to assume and be responsible for all costs associated with such program. All other costs
incurred by CONTRACTOR in the performance of Contractor Services as specified herein
(including, but not limited to postage, materials, communications and phone costs and other
operating costs) shall be assumed by CONTRACTOR.
5. SYSTEM ACCESS AND SUPPORT.
5A1 Access to IMX Billing System. CONTRAGTOR's access to the hosted IMX
billing system shall be subject to and in accordance with the terms of "EXHIBIT B -Web Hosting
Agreement".
5.02 Customer Support and Training. Customer support and training will be
provided subject to and in accordance with the terms of "EXHIBIT A -Scope of Services",
6. INDEPENDENT CONTRACTORS. CONTRACTOR is an independent contractor of
VILLAGE and not an employee or agent of VILLAGE with the following exception:
To the extent necessary to fulfill its billing and collection efforts under this
AGREEMENT, CONTRACTOR is authorized to sign in an administrative
capacity for VILLAGE the following types of standard forms and correspondence
only: probate filings; letters to patients or their representatives verifying that an
account is paid in full; farms verifying the tax-exempt status of VILLAGE; and
insurance filings and related forms. The CONTRACTOR has no authority to sign
any document that imposes any additional liability on VILLAGE.
CONTRACTOR shall retain full control over the employment, direction, compensation and
discharge of all persons assisting in the performance of Contractor Services. CONTRACTOR
shat[ be fully responsible for all matters relating to payment of its employees, including
compliance with Social Security, withholding tax and all other laws and regulations governing
such matters. CONTRACTOR shall be responsible far its own acts and those of its agents and
employees during the term of this AGREEMENT.
7. INDEMNIFICATION. CONTRACTOR shall indemnify and hold VILLAGE harmless from
any and all claims, damages, losses and expenses, including but not limited to reasonable
attorney fees and costs at both the trial court and appellate levels, arising out of third party
claims, but only if and to the extent caused directly and proximately by the willful misconduct or
the negligent acts or omissions of CONTRACTOR or its employees, agents, representatives,
consultants, or its subcontractors with respect to the performance of the Contractor Services
under this Agreement.
CONTRACT FOR RESCUE AMBULANCE PAGE 3
AND RELATED PROFESSIONAL SERVICES
8. LIMITATION ON LIABILITY. Notwithstanding anything contained in this agreement to the
contrary, (i) in no event shall CONTRACTOR be liable to VILLAGE for any special, indirect,
incidental, punitive or consequential damages (including lost profits) even if advised of the
possibility of such damages, and (ii) CONTRACTOR's total cumulative liability will be limited to
the sum of the fees and compensation actually received by CONTRACTOR pursuant to this
agreement during the twelve (12) months immediately preceding the event giving rise to the
liability. The foregoing limitations apply to all liabilities and damages in any way arising out of
this agreement, or CONTRACTOR's performance or nonperformance thereunder, whether
based on breach of contract, warranty, tort, product liability, strict liability, or any other theory of
liability. In connection with any purchase, licensing, or sale of products, contractor disclaims all
express and implied warranties, including, but not limited to, the implied warranties of title,
merchantability and fitness for a particular purpose. This section 8 shall survive the expiration
or termination of this agreement. This limitation an liability shall not apply to the third party
claims for which CONTRACTOR is required to indemnify VILLAGE as set forth in section 7
above.
9. INSURANCE. CONTRACTOR shall procure and maintain for the duration of the
AGREEMENT, the following insurance coverage:
1) Workers' Compensation Insurance in compliance with the applicable state and
federal laws;
2) .General Liability insurance in an amount na less than $1,000,000 per
occurrence;
3) Coverage for business interruption, destruction of data processing equipment
and media, liabilities affecting accounts receivable, and valuable documents in an amount no
less than $100,000 aggregate; and
4) Liability coverage for all vehicles whether owned, hired or used in the amount of
$500,000.
For all coverages: each insurance policy required by this clause shall be endorsed to state that
coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in
limits except after thirty (30) days prior written notice by certified mail, return receipt requested,
has been given to VILLAGE.
Contractor shall furnish VILLAGE with certificates of insurance and with original endorsements
effecting coverage required by this clause. The certificates and endorsements for each
insurance policy are to be signed by a person authorized by that insurer to bind coverage on its
behalf. All certificates and endorsements are to be received and approved by VILLAGE before
work commences. VILLAGE reserves the right to require complete, certified copies of all
required insurance policies at any time.
10. CONFIDENTIALITY AND NON-SOLICITATION.
10.01 Agreement Content. The terms and conditions of this AGREEMENT are
confidential and neither party shall release any of the terms hereof to any third party without the
prior written consent of the other party, except to the extent necessary to comply with law
CONTRACT FOR RESCUE AMBULANCE PAGE 4
AND RELATED PROFESSIONAL SERVICES
(including Florida Public Records Law as set forth in Chapter 119, Florida Statutes), the valid
order of a court of competent jurisdiction, or the valid order or requirement of a governmental
agency. Notwithstanding the foregoing, either party may, without the prior written consent of the
other party, disclose the existence of a contractual relationship between the parties.
10.02 Intellectual Property. VILLAGE agrees that the equipment, computer hardware and
software, billing and collection processing, and other related systems and equipment are the
property and trade secrets of CONTRACTOR, and that VILLAGE will not release any
information regarding such trade secrets to any third party without the prior written consent of
CONTRACTOR. VILLAGE further agrees that, in connection with the use of certain data entry
devices, VILLAGE may gain access to the intellectual property of third parties. VILLAGE
understands and agrees that it may be required to enter into agreements with respect to such
intellectual property in order to use such equipment. VILLAGE agrees to enter into such
arrangements at CONTRACTOR's request.
10.03 Non-Solicitation. For the term of this Agreement and for one (1) year after its
termination, VILLAGE shall not employ or hire any employee or former employee of
CONTRACTOR who, pursuant to this Agreement, has had any contact with employees or
representatives of VILLAGE or has worked on VILLAGE's accounts, without the prior written
consent of CONTRACTOR.
11. ACCESS TO DOCUMENTS. The parties agree that during and after the term of this
Agreement, each party shall. have access to any and ail documents, records, disks, and
electronic data produced in the performance of this AGREEMENT and in the possession of the
other party, as necessary to defend such party in litigation or to respond to investigations
initiated by third parties, or for other legitimate business .reasons.
12. ATTACHMENTS. The following named attachments are made an integral part of this
AGREEMENT:
(a) Scope of Services-EMS (Exhibit A attached hereto and made a part hereof);
(b) Web Hosting Agreement (Exhibit B attached hereto and made a part hereof);
(c) Business Associate Agreement (Exhibit C attached hereto and made a part hereof)
(d) Addendum to Service Agreement-Triptix Program (Exhibit D attached hereto and
made a part hereof).
13. TERMINATION.
13.01 Events Triggering Termination. This Agreement shall be subject to termination
under the following conditions.
(a) Either VILLAGE or CONTRACTOR may terminate this Agreement without cause
upon three (3) months prior written notice to the other party.
(b) If CONTRACTOR fails to materially perform any obligation required hereunder, and
such default continues for thirty (30) calendar days after written notice from VILLAGE specifying
CONTRACT FOR RESCUE AMBULANCE PAGE$
AND RELATED PROFESSIONAL SERVICES
the nature and extent of the failure to materially perform such obligation, this Agreement shall
terminate upon the expiration of said thirty (30) calendar day period.
(c) If VILLAGE fails to materially perform any obligation required hereunder, and such
default continues for thirty (30} calendar days after written notice from CONTRACTOR
specifying the nature and extent of the failure to materially perform such obligation, this
Agreement shall terminate upon the expiration of said thirty {30) calendar day period.
(d) Unless otherwise agreed upon by the parties, if VILLAGE or CONTRACTOR shall
apply for or consent to the appointment of a petition in bankruptcy, make a general assignment
for the benefit of creditors, file a petition or answer seeking reorganization or arrangement with
creditors, or take advantage of any insolvency, or if any order, judgment, or decree shall be
entered by any court of competent jurisdiction on the application of a creditor or otherwise
adjudicating either Party bankrupt or approving a petition seeking reorganization of either Party
or appointment of a receiver, trustee or liquidator of either Party or all or a substantial part of its
assets, this Agreement shall terminate automatically and immediately.
13.02 Rights Upon Termination. If this Agreement is terminated for any reason,
including, without limitation, the breach of this Agreement by any Party, CONTRACTOR shall be
entitled to recover when due and payable hereunder, all amounts owed to CONTRACTOR
hereunder accrued but unpaid as of the date of termination. Following termination of this
Agreement, for a period of ninety (90) days, CONTRACTOR, at its sole discretion and upon
written notice to VILLAGE of its election to do so, may continue its billing and collection efforts
as to those accounts referred to CONTRACTOR prior to the effective date of termination,
subject to the terms and conditions of this Agreement, for the fee set forth in Section 4.01
above. At the end of the foregoing period, CONTRACTOR shall return all records to VILLAGE
in the format requested by VILLAGE, including CD, DVD, external hard drive, etc. and shall
cooperate in the transition of the billing and collection services; provided, however, that
CONTRACTOR may keep any copies of records in accordance with applicable law. For cases
of default, the CONTRACTOR shall be given opportunity to cure the default within the allotted
period following such written native. In the event the acts constituting default are a violation of
law, CONTRACTOR shall be subject to immediate termination of Agreement. The expiration or
termination of this Agreement, for whatever reason, will not discharge ar relieve either party
from any obligation which accrued prior to such expiration or termination, will not relieve either
party that has breached this Agreement from liability for damages resulting from such breach
and will not destroy or diminish the binding force and effect of any of the provisions of this
Agreement that expressly, or by reasonable implication, came into or continue in effevt on or
after expiration or termination hereof.
14. UNCONTROLLABLE FORCES. Except for VILLAGE's obligation to pay, when due, the
fees and compensation owed to CONTRACTOR, neither VILLAGE nor CONTRACTOR shall be
considered to be in default of this AGREEMENT if delays in or failure of performance shall be
due to Uncontrollable Farces, the effect of which, by the exercise of reasonable diligence, the
non-performing party could not avoid. The term "Uncontrollable Forces" shall mean any event
which results in the prevention or delay of performance by a party of its obligations under this
AGREEMENT and which is beyond the reasonable control of the non-performing party. It
includes, but is not limited to fire, flood, earthquakes, storms, lightning, epidemic, war, riot, civil
disturbance, sabotage, terrorism and governmental actions.
CONTRACT FOR RESCUE AMBULANCE PAGE 6
AND RELATED PROFESSIONAL SERVICES
Neither party shall, however, be excused from performance if non-performance is due to forces
that are preventable, removable, or remediable nor which the nonperforming party could have,
with the exercise of reasonable diligence, prevented, removed, or remedied with reasonable
dispatch. The non-performing party shall, within a reasonable time of being prevented or
delayed from performance by an uncontrollable force, give written notice to the other party
describing the .circumstances and uncontrollable forces preventing continued performance of
the obligations of this AGREEMENT.
15. JURISDICTION and VENUE. All questions pertaining to the validity and interpretations
of this AGREEMENT shall be determined in accordance with the laws of Florida. Subject to the
foregoing arbitration provisions, any legal action by either party against the other concerning this
AGREEMENT shall be filed in Palrn Beach County, which shall be deemed proper jurisdiction
and venue for the action.
16. REPRESENTATIONS. VILLAGE and CONTRACTOR agree that this AGREEMENT
constitutes a legal, valid and binding obligation for each party, enforceable against such party in
accordance with its terms (subject always to applicable bankruptcy, insolvency, receivership
and other similar laws relating to or affecting the enforcement of creditor's rights generally and
to general principles of equity). Further, CONTRACTOR and VILLAGE warrant and represent
to each other:
that each {i) is duly formed and organized and validly existing under the laws of the
jurisdiction of its formation, (ii) is properly qualified to do business and is in good
standing under the laws of each jurisdiction in which it does business, (iii) has all
necessary corporate or similar power and authority to execute and deliver this
Addendum and to consummate the transaction contemplated hereby; and
that this AGREEMENT, its execution and the fulfillment and compliance with the terms
and conditions hereof, do not violate or conflict with any provision of or result in any
breach of or default under any (i) organizational documents of each party, (ii) law or
judicial, award, or similar decree, or (iii) agreement, to which VILLAGE or
CONTRACTOR, far CONTRACTOR's representations and warranties, or VILLAGE, for
VILLAGE's representations and warranties, are bound.
17. EXPORT LAWS. VILLAGE shall comply with all then current export laws and regulations
of the U.S. Government and the government of the country in which VILLAGE receives delivery
of the Licensed Software which pertain to the Licensed Software.
18. ASSIGNMENT OF AGREEMENT. Except to a parent, subsidiary, or affiliate,
CONTRACTOR shall not sell, transfer, assign this AGREEMENT, or of its right, title or interest
therein, without the express prior written consent of VILLAGE.
19. NOTICES. Any notice given or required to be given under this Agreement shat[ be in
writing and shall be addressed to the parties hereto at the addresses set out below. Any such
notices shall be deemed to have been given (i} if mailed, then three (3) days following the date
such notice is placed in the United States mail in a postage paid wrapper, registered or certified
CONTRACT FOR RESCUE AMBULANCE PAGE 7
AND RELATED PROFESSIONAL SERVICES
with return receipt requested, addressed to the appropriate party at the address set forth above
for such Party, or to the last address provided in writing to the other party by the addressee, or
(ii) if by any other method, when actually received. Either party may change its address for the
purpose of this Agreement by notice in writing to the other party in accordance herewith.
To VILLAGE:
Village of North Palm Beach
ATTN: VILLAGE Manager
501 US Highway 1,
North Palm Beach, FL 33408
With a Copy to VILLAGE:
Village of North Palm Beach Fire-Rescue Administration
ATTN: Lieutenant Andrew Lezza,
501 US Highway 1,
North Palm Beach, FL 33408
To the CONTRACTOR:
Brad Williams
Vice President, Finance
Advanced Data Processing, Inc.
6451 North Federal Highway, Suite 1002
Fort .Lauderdale, Florida 33308
20. SEVERABILITY. Should any part, term or provision of this AGREEMENT be by the courts
decided to be illegal or in conflict with any applicable law, the validity of the remaining portions
or provisions shall not be affected thereby.
21. ENTIRE AGREEMENT. This AGREEMENT contains the entire agreement between the
parties. CONTRAGTOR represents that in entering into this AGREEMENT it has not relied on
any previous oral and/or implied representations, inducements or understandings of any kind or
nature. This Agreement may be amended only in writing signed by the parties.
22. ATTORNEYS FEES. Should either party institute any action or procedure to enforce this
Agreement or any provision hereof, or for damages by reason of any alleged breach of this
Agreement or of any provision hereof, or for a declaration of rights hereunder (including, without
limitation, arbitration), the prevailing party in any such action or proceeding shall be entitled to
receive from the other party all costs and expenses, including without limitation reasonable
attorneys' fees, incurred by the prevailing party in connection with such action or proceeding.
CONTRACT FOR RESCUE AMBULANCE PAGE 8
AND RELATED PROFESSIONAL SERVICES
IN WITNESS OF THE FOREGOING, VILLAGE has caused this AGREEMENT to be
signed b~ it VILLAGE Mayor, attested by VILLAGE Clerk with the corporate seal of
~ r(and CONTRACTOR has executed this Agreement effective as of
the date set forth above.
VILLAGE:
Village North m Be ,Florida
a Flor' a m ni ipal rp rati
By:
David Nor ' yor
ATTEST:
.~_
By: Date: ~ fib -Z-~/
Me issa Teal, Village Clerk
CONTRACTOR:
Advanced Data Processing, Inc.
A Delaware Corporation
Doug Shamon, President,
(CORPORATE SEAL}
STATE OF FLORIDA
BR0INARD COUNTY
BEFORE ME, an officer duly authorized by law to administer oaths and take
acknowledgments, personally appeared Doug Shamon, as President of Advanced Data
Processing, Inc., a Delaware corporation, and acknowledged execution of the foregoing
AGREEMENT for the use and purposes mentioned in it and that the instrument is the act and
deed of the Contractor.
IN WITNESS OF THE FOREGO~NG, 1 have set my hand and official seal at~-~ae/c~Pr~~e.
in the State and County aforesaid on 2hryarr~ /U , .2010.
n
Notary Public, State~of Florida
My Commission expires:
5 f/i~~o! 3
CONTRACT FOR RESCUE AMBULANCE
AND RELATED PROFESSIONAL SERVICES
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:o~pgY ALB`
~ y~ < Notary Public Stata of Florida
Cindy R Gardner
My Comml9sion DDfi79720
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PAGE 9
Exhibit A
Scope of Services-EMS
Base Services and Obligations:
A. CONTRACTOR shall provide complete medical billing and accounts receivable
management services for VILLAGE as described below. CONTRACTOR shall:
1. Prepare and submit all initial claims and bills for VILLAGE promptly upon receipt
thereof, and prepare and submit all secondary claims and bills promptly after identification of the
need to submit a secondary claim.
2. Assist VILLAGE in identifying all necessary documentation in order to process
and bill the accounts.
3. Direct all payments to a lockbox or bank account designated by VILLAGE, to
which VILLAGE alone will have signature authority.
4. Pursue appeals of denials, partial denials and rejections when deemed
appropriate by CONTRAGTOR.
5. Respond to and follow up with all Payors and respond to all messages or
inquiries from a Payor.
6. Provide appropriate storage and data back-up for all records pertaining to
VILLAGE's bills and collections hereunder, accessible to VILLAGE at all reasonable times.
7. Maintain records of all services performed and all financial transactions.
8. Meet, as needed, with representatives of VILLAGE to discuss results, problems
and recommendations.
9. Provide any VILLAGE-designated collection agency with the data necessary for
collection services to be performed when an account is referred to such agency.
10. Ensure that all required documentation and agreements with Payors (e.g.
Medicare, Medicaid, Champus, etc.) are filed and maintained and that VILLAGE is kept
apprised of important changes to industry regulations.
11. Provide reasonably necessary training periodically, as requested by VILLAGE, to
VILLAGE'S emergency medical personnel regarding the gathering of the necessary information
and proper completion of run tickets.
12. Utilize up-to-date knowledge and information with regard to coding requirements and
standards, to compliance with applicable federal, state and local regulations.
13. Reconcile the number of transports processed with those received
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AND RELATED PRQFESSIONAL SERVICES
14. Provide a designated liaison for patient and other Payor concerns.
15. Provide a toll free telephone number for patients and other Payors to be answered
as designated by VILLAGE.
16. Facilitate proper security of confidential information and proper shredding of all
disposed materials containing such information.
17. Establish arrangements with hospitals to obtain/verify patient insurance and contact
information.
18. Respond to any VILLAGE or Payor inquiry or questions promptly
19. Maintain appropriate accounting procedures for reconciling all deposits, receivables,
billings, patient accounts, adjustments and refunds,
20. Provide access to VILLAGE for all requested information in order for VILLAGE to
perform appropriate and periodic audits. Reasonable notice will be given to CONTRACTOR for
any planned audit and will be conducted during normal business hours of GONTRACTOR
21. Provide timely comprehensive reports in a mutually agreed upon format_facilitating
all required aspects of monitoring, evaluating, auditing and managing the services provided.
22. Process refund requests and provide VILLAGE with documentation substantiating
each refund requested.
23. Red Flag Rules - Intermedix acknowledges its obligations as your Business
Associate under the requirements of the Identity Theft Red Flag Rules promulgated
under the Fair and Accurate Credit Transactions Act of 2003 ("Red Flag Rules")
found in 16 C.F.R. Part 681. In accordance with these obligations, we agree:
« to ensure that our activities are conducted in accordance with reasonable policies
and procedures designed to help detect, prevent, and mitigate the risk of identity
theft;
• to have in place policies, procedures, and training to help detect relevant Red
Flags that may arise in the performance of services on your behalf;
• that we will use reasonable efforts to help ensure that any agent or third party
who performs services on our behalf in connection with your accounts, including
a subcontractor, agrees to implement reasonable policies, procedures, and
training designed to help detect, prevent, and mitigate the risk of identity theft;
and
• to alert you to any red flag incident of which we became aware and the steps we
take to mitigate any potential security compromise that may have occurred, and
provide a report of any threat of identity theft as a result of the incident.
B. Specific Scope Compliance:
1. Assign billing patient numbers providing cross-reference to VILLAGE's assigned
transport numbers.
2. Maintain responsibility for obtaining missing or incomplete insurance information.
CONTRACT FOR RESCUE AMBULANCE PAGE 11
AND RELATED PROFESSIONAL SERVICES
3. Provide accurate coding of medical claims based on information provided by
VILLAGE.
4. Make recommendations for fee schedule changes and regularly advise VILLAGE
on changes in statutes and industry regulations,
5. Negotiate and arrange modified payment schedules for individuals unable to pay
full amount when billed.
6. Retain all accounts for a minimum of twelve (12) months (unless otherwise
specified by mutual agreement) and after (12) months turn aver accounts for which no collection
has been made (unless insurance payment is pending) to an agency designated by VILLAGE.
Notwithstanding the foregoing, no account shad be turned over for collection without VILLAGE's
consent.
7. Provide for facilities to permit real-time read only electronic look-up access by
VILLAGE to CONTRACTOR'S system to obtain patient data and billing information.
8. Maintain records in an electronic format that is readily accessible by VILLAGE
personnel and that meets all federal and state requirements for maintaining patient medical
records.
9. Maintain daily deposit control sheets and original documentation
10. Create, implement and comply with a Compliance Plan consistent with the
Compliance Program Guidance for Third Party Medical Billing Companies 63 FR 70138;
(December 18, 1998) promulgated by the Office of Inspector General of the Department of
Health and Human Services (OIG}.
11. Provide TripTix based reporting extract of data required by state or local
regulatory authorities connectivity/interface in a format reasonably required by the such
authorities.
C. Optional Services:
The CONTRACTOR will provide the following specific optional services by mutual agreement
with VILLAGE:
Provide HIPAA Privacy Notice to transported, billed patients as an insert into the initial billing
notice mailed to these patients.
D. VILLAGE's Responsibilities. and Obligations:
1. From each patient VILLAGE who receives EMS from VILLAGE ("Patient"),
VILLAGE shall use its best efforts to obtain and forward the following information ("Information")
to CONTRACTOR:
• The Patient's full name and date of birth
• The mailing address (including Zip Code) and telephone number of the
Patient or other party responsible for payment ("Guarantor")
• The Patient's social security number
CONTRACT FOR RESCUE AMBULANCE PAGEIZ
AND RELATED PROFESSIONAL SERVICES
• The name and address of the Patient's health insurance carrier, name of
policyholder or primary covered party, and any applicable group and ID
numbers
• The auto insurance carrier's address and/or agent's name and phone
number if an automobile is involved
The employer's name, address and Workers Compensation Insurance
information if the incident is work related
• The Patient's Medicare or Medicaid HIC numbers if applicable
• The Patient's or other responsible party's signed payment authorization
and release of medical authorization form or other documentation sufficient to
comply with applicable signature requirements
• The call times, transporting unit, and crew members with their license
level, i.e. EMT-B, EMT-I, or EMT-P
• Odometer readings such that loaded miles may be calculated.
• Any other information that CONTRACTOR may reasonably require to bill
the Patient or other Payor.
2. VILLAGE warrants that all information provided to CONTRACTOR shall be
accurate and complete, to the best of its knowledge. CONTRACTOR shall have no obligation to
verify the accuracy of such information, and VILLAGE shall be solely responsible for such
accuracy. VILLAGE agrees to indemnify CONTRACTOR, its agents, and employees from any
and all liabilities and costs, including reasonable attorneys' fees, resulting from (a) any
inaccurate or misleading information provided to CONTRACTOR that results in the actual or
alleged submission of a false or fraudulent claim or (b) any other actual or alleged violation of
local, state or federal laws, including but not limited laws applicable to Medicare, Medicaid or
any other public or private Payor or enforcement agency.
3. VILLAGE will provide CONTRACTOR with necessary documents required by
third parties to allow for the electronic filing of claims by CONTRACTOR on VILLAGE's behalf.
4. VILLAGE will provide CONTRAGTOR with its approved billing policies and
procedures, including fee schedules and collection protocols. VILLAGE will be responsible for
engaging any third party collection service for uncollectible accounts after CONTRACTOR has
exhausted its collection efforts.
5. VILLAGE will timely process refunds identified by CONTRACTOR for account
overpayments.
6. VILLAGE will provide a Lock Box or bank account address to CONTRACTOR
and will instruct the Lack Box or bank custodian agency to forward all documents to
CONTRACTOR for processing.
7. VILLAGE will provide CONTRACTOR with Daily Bank Balance Reporting
capabilities via the bank's designated web site.
8. VILLAGE will cooperate with CONTRAGTOR in all matters to ensure proper
compliance with laws and regulations.
CONTRACT FOR RESCUE AMBULANCE PAGE 13
AND RELATED PROFESSIONAL SERVIGES
9. VILLAGE will assure that all of its personnel involved in the delivery of EMS hold
the licensure or certification required to perform such services, and are not excluded persons
listed on the OIG exclusion list.
CONTRACT FOR RESCUE AMBULANCE PAGE 14
AND RELATED PROFESSIONAL SERVICES
Exhibit B
Web Hosting Agreement
1. License. CONTRACTOR grants to VILLAGE a limited, non-exclusive and non-transferable
license: (i) to access and use the CONTRACTOR'S proprietary IMX billing system software (the
"Software") in executable code format via Internet connection to CONTRACTOR's hosting
facility solely in support of the billing and collection with respect to the VILLAGE'S EMS services;
and {ii) to use any associated end-user documentation provided by CONTRACTOR (the
"Documentation") in support of VILLAGE's authorized use of the Software. Except as
expressly permitted herein, no express or implied license is granted to VILLAGE to use, receive,
reproduce, copy, market, sell, distribute, license, sublicense, lease, timeshare, or rent the
Software or any component thereof. No modification af, or preparation of derivative works
based on the Software or Documentation is permitted. VILLAGE shall not disassemble,
decampile, decrypt or reverse engineer the Software or in any way attempt to discover or
reproduce source code for the Software, or any portion thereof. VILLAGE shall not deve€op or
license any third party programs, applications, tools or other products which interface or interact
with the Software without the prior written consent of CONTRACTOR. VILLAGE agrees not to
remove the copyright, trade secret or other proprietary protection legends or notices which
appear on or in the Software. The Software may incorporate software under license from a third
party. If the third party requires VILLAGE'S notification of such use through an End User
License Agreement ("EULA"), CONTRACTOR will provide such notification to VILLAGE. In
order to use the Software, VILLAGE agrees to be bound by all EULA(s) provided at the time of
delivery whether by hardcopy or displayed upon installation ar use of the Software. VILLAGE's
use of the Software subsequent to such notice(s) shall constitute VILLAGE'S acceptance of the
EULA{s).
2. Hosting of Application. CONTRACTOR shall establish and maintain a production version
of the Software for VILLAGE's use, including any necessary physical links to the Internet via an
Internet service provider or through a direct Internet connection. The Software shall reside on a
server or cluster of servers which are physically located at CONTRACTOR'S place of business
or at a third-party site .that meet or exceed the following service level requirements: (i) 5
megabits connectivity with redundant connections to multiple tier-1 backbone providers (XO
Communications and Time Warner Telecommunications) (ii} Dual Intel Xeon Processors; (iii)
fault tolerant storage; (iv) and 2417 site and server monitoring. The Software may reside on a
server used for the applications of other CONTRACTOR customers. As of the date of this
Agreement, the Software resides at a cluster of servers that are physically located in highly
secure high-tech data centers in Austin, Texas and Houston, Texas.
3. Application Maintenance. CONTRACTOR shall maintain the Software so that it is
available for access by VILLAGE, CONTRACTOR shall implement commercially reasonable
procedures regarding application management, load balancing, back-up, recovery, file and disk
space utilization management, and data security to ensure that the most recent version of the
Software resides an the server or may be reinstalled without undue delay. The Software shall
be capable of continuous operation 99.9% of the time, other than for interruptions due to service
maintenance and upgrades, system failure, system back-up and recovery and for causes
beyond CONTRACTOR's reasonable control. CONTRACTOR will ensured the availability of
qualified engineers around the clack, ready to intervene should the need arises 365 days per
year and 24 hours a day.
CONTRACT FOR RESCUE AMBULANCE PAGE 15
AND RELATED PROFESSIONAL SERVICES
4. Internet Access. VILLAGE shall be responsible for providing its own Internet access, and
in no event shall VILLAGE be provided with direct access (by modem or otherwise) to the
Software server, other than access that is available to third parties generally through the
Internet. The parties acknowledge that, since the Internet is neither owned nor controlled by
any one entity, CONTRACTOR makes no guarantee that any given user will be able to access
the Software at any given time. There are no assurances that access will be available at all
times and uninterrupted, and CONTRACTOR shall not be liable to VILLAGE for its inability to
access the Software.
5. Limitation of Access to Software. VILLAGE's right to access and use the Software will
vary depending upon the scope of the Contractor Services being provided by CONTRACTOR.
By way of example, if CONTRACTOR is responsible for inputting VILLAGE's data, VILLAGE's
access to the Software will not include the ability to input, delete, or otherwise change such
data. Moreover, access to data shall be limited to the employees, representatives and agents of
CONTRACTOR and the authorized personnel of VILLAGE. A complete and signed access form
for each of VILLAGE's personnel authorized to access the Software must be submitted to and
approved by CONTRACTOR.
6. Statistical Reporting. Statistical and financial data reports will be available on the Software
at all times that the Software is available. The format and content of the statistical data will be
established and defined by CONTRACTOR and such reports may be added, modified or
deleted without notice to VILLAGE. Notwithstanding the foregoing, VILLAGE may request that
specific, custom reports be made available to it at an additional charge to be negotiated
between CONTRACTOR and VILLAGE.
7. Acknowledgement with Respect to Reports. With respect to each report generated by the
Software, VILLAGE acknowledges and agrees:
(a) Such report represents a "snapshot" of a moment in time, and, as such, the snapshot may
not be accurate with respect to financial results on the whole.
(b) The underlying data may be subject to correction from time-to-time, which may change the
results of the report or its interpretation.
(c) The data represented in the- report constitutes only a limited portion of all data available
regarding VILLAGE's business. Accordingly, any particular report may not accurately represent
the VILLAGE's then-current or future financial condition.
8. Security. VILLAGE acknowledges that it is solely responsible for providing security
software, including without limitation, firewalls and similar applications, to prevent unauthorized
access to its computer systems. CONTRACTOR shall use commercially reasonable efforts to
maintain the security of the Software, but shall not be responsible for the VILLAGE's loss or
dissemination of passwords or other breaches beyond CONTRACTOR's reasonable control.
9. Data protection. CONTRACTOR addresses customer privacy issues very seriously.
CONTRACTOR agrees that it will not use or make available any personally identifiable
information other than administering the client's account and collecting usage statistics in order
to improve CONTRACTOR's products and service specifications. During the term of this
Agreement and after termination or expiration of this Agreement, CONTRACTOR will not in any
way transfer to any third party or use in direct or indirect competition with VILLAGE any
information or data posted by or for the benefit of VILLAGE on CONTRACTOR's website and
CONTRACT FOR RESCUE AMBULANCE PAGE 16
AND RELATED PROFESSIONAL SERVICES
acknowledges that=all such information is con#idential ("Confidential Information"). Confidential
Information includes, but is not limited to, the terms and conditions of this Agreement, technical
information, price lists, data and business plans. Confidential Information is the exclusive
property of the disclosing party and may be used by the receiving party solely in the
performance of its obligations under this Agreement. CONTRACTOR acknowledges that its
handling of information on behalf of client is or may be subject to federal, state or local laws,
rules, regulation and restrictions regarding the privacy of consumer information.
CONTRACTOR agrees to comply with all of such laws, rules, regulations and restrictions at its
sole cost and expense. This Confidential Information section and all obligations contained
therein will survive any termination or expiration of this Agreement.
10. Service disruption caused by customer actions. Although through there are limitations
on the manipulation of critical server configuration files, server settings, etc., a customer is
allowed, CONTRACTOR shall not be liable for service outages caused by direct customer
actions.
11. Supplemental Indemnification
(a) To the extent permitted by law and subject to the limited waiver of sovereign
immunity set forth in s. 768.28, F.S., VILLAGE shall indemnify, hold harmless
and, at CONTRACTOR`s request, defend CONTRACTOR, and its directors,
officers, and employees, from and against any liabilities, claims, actions,
damages, losses, costs and expenses (including court costs and reasonable fees
of attorneys), brought by third parties against CONTRACTOR arising out of or
resulting from VILLAGE's infringement of such third party's intellectual property
rights.
(b) CONTRACTOR shall indemnify, hold harmless and, at VILLAGE's request and
upon CONTRACTOR'S written agreement, defend VILLAGE, and its directors,
officers, and employees, from and against any liabilities, claims, actions,
damages, losses, costs and expenses (including court costs and reasonable fees
of attorneys), brought by third parties against VILLAGE arising out of or resulting
from CONTRACTOR's infringement of such third party's intellectual property
rights.
(c) CONTRACTOR's solutions are designed and hosted with the utmost
consideration for data privacy concerns, adhering to federai and state guidelines
and industry best practices, providing audit trails and notifications of all system
transactions. CONTRACTOR maintains adequate professional liability insurance
and will provide VILLAGE with a Certificate of Insurance far such. In no event
shad Licensor or its licensors or suppliers pay for incidental, indirect, special, or
consequential damages, even if they have been advised of or should have
foreseen, the possibility of such damages beyond the values as maintained in the
professional liability insurance.
(d) Both parties shall promptly notify each other in writing. Either party may, at its
sole discretion and expense, participate in the defense of any claim or action and
any negotiations for settlement, No settlement which may adversely affect either
party's rights or obligations shall be made without either party's prior written
approval
CONTRACT FOR RESCUE AMBULANCE PAGE 17
AND RELATED PROFESSIONAL SERVICES
Exhibit C
Business Associate Addendum
CONTRACTOR the "Business Associate" and VILLAGE hereby add the following
additional language to the AGREEMENT.
CONTRACTOR shall carry out its obligations under this Addendum in compliance with
the privacy regulations pursuant to Public Law 104-191 of August 21, 1996, known as
the Health Insurance Portability and Accountability Act of 1996, Subtitle F -
Administrative Simplification, Sections 261, et seq., as amended {"HIPAA"), to protect
the privacy of any personally identifiable protected health information ("PHI") that is
collected, processed or learned as a result of the Billing Services provided hereunder. In
conformity therewith, CONTRACTOR agrees that it will:
a. Implement administrative, physical and technical safeguards that reasonably and
appropriately protect the confidentiality, integrity and availability of the electronic
protected health information that it creates, receives, maintains or transmits on behalf of
VILLAGE;
b. Not use or further disclose PHI except as permitted under this Addendum or required by
law;
c. Use appropriate safeguards to prevent use or disclosure of PHI except as permitted by
this Addendum;
d. To mitigate, to the extent practicable, any harmful effect that is known to CONTRACTOR
of a use or disclosure of PHI by CONTRACTOR in violation of this Addendum.
e. Report to VILLAGE any use or disclosure of PHI not provided for by this Addendum of
which CONTRACTOR becomes aware;
f. Ensure that any agents ar subcontractors to whom CONTRACTOR provides PHi, or who
have access to PHI, agree to the same restrictions and conditions that apply to
CONTRACTOR with respect to such PHI;
g. Make PHI available to VILLAGE and to the individual who has a right of access as
required under HIPAA within 30 days of the request by VILLAGE regarding the
individual;
h. Incorporate any amendments to PHI when notified to do so by VILLAGE;
i. Provide an accounting of all uses or disclosures of PHI made by CONTRACTOR as
required under the HIPAA privacy rule within sixty (60) days;
CONTRACT FOR RESCUE AMBULANCE PAGE 18
AND RELATED PROFESSIONAL SERVICES
j. Make their internal practices, books and records relating to the use and disclosure of
PHI available to the Secretary of the Department of Health and Human Services for
purposes of determining CONTRACTOR's and VILLAGE's compliance with HIPAA; and
k. At the termination of the AGREEMENT, return or destroy all PHI received from, or
created or received by CONTRACTOR on behalf of VILLAGE, and if return is not
feasible, the protections of this Addendum will extend to such PHI.
2. The specific uses and disclosures of PHI that may be made by CONTRACTOR on
behalf of VILLAGE include:
a. The preparation of invoices to patients, carriers, insurers and others responsible for
payment or reimbursement of the services provided by VILLAGE to its patients;
b. Preparation of reminder notices and documents pertaining to collections of overdue
accounts;
c. The submission of supporting documentation to carriers, insurers and other payers to
substantiate the health care services provided by VILLAGE to its patients or to appeal
denials of payment for same.
d. Uses required for the proper management of CONTRACTOR as business associate.
e. Other uses or disclosures of PHI as permitted by the HIPAA privacy rule.
3. Notwithstanding any other provisions of this AGREEMENT or Addendum, the
AGREEMENT may be terminated by VILLAGE if CONTRACTOR has violated a term or
provision of this Addendum pertaining to CONTRACTOR's material obligations under
the HIPAA privacy rule, or if CONTRACTOR engages in conduct which would, if
committed by VILLAGE, result in a violation of the HIPAA privacy rule by VILLAGE.
CONTRACT FOR RESCUE AMBULANCE PAGE 1 J
AND RELATED PROFESSIONAL SERVICES
Exhibit D
Addendum to Service Agreement
(Triptix Program)
This Addendum to the AGREEMENT (the "Addendum") hereby adds the following
language to the AGREEMENT.
WHEREAS, CONTRACTOR has developed the "Triptix" system running on "tablet PC's"
to enter medical records and data into and interact with its main billing and medical records
system (the "Product" as more particularly defined herein) that CONTRACTOR is willing to
make available under license to VILLAGE upon the terms herein set forth; and
WHEREAS, VILLAGE has expressed a desire to use the Product; and
WHEREAS, VILLAGE acknowledges that, in connection with the provision of the
Product and the Triptix devices, CONTRACTOR is incurring significant per unit and, in some
cases, per User out of pocket expenses;
NOW, THEREFORE, FOR AND IN CONSIDERATION of the mutual promises and
covenants contained herein and for other good and valuable consideration the adequacy and
sufficiency of which is hereby acknowledged, the parties agree as follows:
ARTICLE L DEFINITIONS
1.01 Definitions. For all purposes of this Addendum, the following definitions shall apply:
"Confidential Technical information" shall mean any and all technical information of the
designated Party except;
technical information which at the time of disclosure is in the public domain;
technical information which after disclosure is published or otherwise becomes a
part of the public domain through no fault of the recipient (but only after it is published or
otherwise becomes part of the public domain);
technical information which the recipient can show was in its possession at the
time of disclosure and it was not acquired, directly or indirectly, from the other Party
hereto; or
technical information which was received by the recipient after the time of
disclosure hereunder from a third party who did not acquire it, directly or indirectly, from
the disclosure Party under an obligation of confidence. For the purpose of this definition,
specific technical information disclosed by one Party to the other pursuant to the
provisions of this Addendum shall not be deemed, as to the recipient, to be within any of
the above exceptions merely because it is embraced by more general information within
one of the said exceptions. In addition, any combination of features disclosed by one
Party to the other pursuant to the provisions of this Addendum shah not be deemed, as
to the recipient, to be within any of the above exceptions merely because individual
features of the combination are within any of said exceptions, but only if the combination
itself and its principle of aperatian are within ane of the said exceptions.
CONTRACT FOR RESCUE AMBULANCE PAGE 2O
AND RELATED PROFESSIONAL SERVICES
"Customizations" shall mean any changes to the Licensed Software requested by
VILLAGE and agreed to by CONTRACTOR for increased or different functionality of the
Licensed Software."Day" or "Days" shall mean a continuous calendar day.
"Documentation" shall mean any technical or instructional materials for the Licensed
Software that are delivered to VILLAGE by CONTRACTOR.
"Defaulting Party" shall mean either CONTRACTOR or VILLAGE to this Addendum who
has been served with written notice that it is not in compliance with any term to this Addendum.
"Effective Date" shall mean the date on which the Initial Fee is paid or, if no Initial Fee is
required, the date on which the last party to this Addendum executed it.
"First Day of Service" shall mean, with respect to each Product Unit, the first day such
Product Unit is delivered to VILLAGE.
"Initial Period" shall mean, with respect to each Product Unit, the initial three-year period
following the delivery of the Product Unit to VILLAGE,
"Intellectual Property" shall mean all of CONTRACTOR's rights in and to the Product,
including, without limitation, GONTRACTOR's copyrights, trademarks, trade dress, trade
secrets, patents and patent applications (if any), and "know how" and any other proprietary
information developed by CONTRACTOR relevant to the Product.
"Initial Fee" shall mean, with respect to each Product Unit, the Third-Party Intellectual
Property Royalty Payments required in connection with such Product Unit.
"Licensed Software" means the copies of CONTRACTOR's software programs as are
contained in the Product, including any Documentation included therewith. CONTRACTOR
may, at its sole discretion, provide corrections and modifications to the Licensed Software from
time to time.
"Licensed Territory" shall mean the area in which VILLAGE operates its emergency
medical service at the time of entering into this Addendum.
"Material Breach" shall have the meaning given to it in Article 5 of this Addendum.
"Material Non-Monetary Breach" shall have the meaning given to it in Article 5 of this
Addendum.
"Product" shall mean, collectively, each Product Unit (a tablet PC, personal digital
assistant or similar device), the Licensed Software, any Customizations with respect to one or
more of the Product Units delivered to VILLAGE, .and any Third-Party Intellectual Property, as
licensed to VILLAGE under the terms and conditions of this Addendum.
"Product Unit" shall mean a single data collection device delivered pursuant to the terms
and conditions of this Addendum containing one or more elements of the Product but shall not
mean any ancillary devices or products provided by persons other than CONTRACTOR.
CONTRACT FOR RESCUE AMBULANCE PAGE 21
AND RELATED PROFESSIONAL SERVICES
"Third-Party Interface Devices" shall mean those devices that interface with the Product
to transfer information, including medical monitoring devices for which Third-Party Intellectual
Property Royalty Payments are made.
"Third-Party Intellectual Property Rights" shall mean the intellectual property rights of
any third-party used in connection with the Product.
"Third-Party Intellectual Property Royalty Payments" shall mean the payments to be
made directly by VILLAGE or, indirectly, on VILLAGE's behalf, as consideration for the licensing
of any Third-Party Intellectual Property Rights.
"Updates" shall mean any and all revisions to the Licensed Software, and the
Customizations or any other part of the Product, if any, as shall be delivered by CONTRACTOR
to VILLAGE from time to time.
"Users" shall mean any employees or independent contractors of VILLAGE, all of whom
shall have the right to use the Licensed Software, Customizations and any Documentation
pursuant to the terms and conditions of this Addendum.
_ARTICLE 11. PRICE AND PAYMENT
2.01 Adjustment to Rates of Compensation under the AGREEMENT. The
compensation due and owing CONTRACTOR by VILLAGE shall be increased as described in
Section 4.03(b) of the AGREEMENT during the Term of this Addendum.
2.02 License Fees. In addition to the payments required pursuant to the provisions of
Section 4.03(b) of the AGREEMENT, VILLAGE shall make the payments in connection with
Third-Party Intellectual Property Royalty Payments as further set out on Schedule 2.01 hereto.
fn the event that VILLAGE terminates this Addendum within the first 18 months , it shall
pay an early termination fee as set out on Schedule 2.02 hereto
2.03 Payment Terms. All undisputed amounts shall be paid within thirty (30) days of
receipt of a valid invoice.
2,04 Taxes. VILLAGE shall pay all taxes, duties or charges of any kind (including
withholding or value added taxes) imposed by any federal, state, or local governmental entity for
Licensed Software or Products and supporting training and Documentation and related
materials and maintenance provided during the term of this Addendum, excluding only taxes
based solely on CONTRACTOR'S income. To the extent permitted by law and subject to the
limited waiver of sovereign immunity set forth in s. 768.28, F.S., VILLAGE shall indemnify and
hold CONTRACTOR harmless from all claims and liability arising from VILLAGE's failure to
discharge or pay any and all such taxes, duties, or charges.
ARTICLE IV. DATA ENTRY DEVICES
4.01 Generally. VILLAGE and CONTRACTOR understand and agree that CONTRACTOR
may make available data entry devices (hand-held devices, tablet pc's and/or other data entry
devices for the collection and/or transmission of medical information). VILLAGE understands
and acknowledges that any of the aforementioned data entry devices provided by
CONTRACTOR will be subject to the additional fee described in Section 4.01(b) of this
CONTRACT FOR RESCUE AMBULANCE PAGE 22
AND RELATED PROFESSIONAL SERVICES
AGREEMENT. Also, in connection with the potential provision of such devices, VILLAGE
agrees:
(a) VILLAGE will be responsible for the loss or damage to such devices. VILLAGE
agrees to pay: (i) the cost of repairs of any such device provided to it ar (ii), if the device is
irreparable, lost or stolen, for the replacement cost of the device. VILLAGE is responsible for
repair or replacement costs not covered by extended warranty provided by the CONTRACTOR.
VILLAGE agrees that VILLAGE may obtain insurance for such devices provided that
CONTRACTOR is named as a beneficiary under such insurance.
(b) VILLAGE may be required to enter into additional agreements with the makers of
third-party devices {monitors, scanners, EKG machines, etc.} with respect to the transmission of
information between the third party device and the data entry device. VILLAGE understands and
agrees that CONTRACTOR will not be able to provide data entry devices unless and until
agreements are entered into with the third-party manufacturers of such third party devices.
VILLAGE understands and agrees that its failure to enter into or reach agreements with such
third-parties (and any and all consequences of such failure) shall not be deemed to be a default
of CONTRACTOR under this AGREEMENT or any other arrangement between VILLAGE and
CONTRACTOR. VILLAGE further understands and agrees that the failure to enter into such
agreements with these third parties may hinder VILLAGE'S use of certain software features that
might otherwise be available to it (for instance, a direct data connection between a third party
device and the data entry device}.
(c) VILLAGE may be required to obtain new or different medical or other equipment
capable of communicating with the data entry devices. VILLAGE understands and agrees that
such new or different medical or other equipment must be obtained at VILLAGE's sole cost and
expense.
(d) VILLAGE may request CONTRACTOR to support additional medical or other
devices. VILLAGE understands and agrees that the costs of developing an interface may be
significant and may involve the payment of royalties to the third-party manufacturers of the
device. VILLAGE further understands and agrees that CONTRACTOR has no obligation to
undertake the development of interfaces with additional medical or other devices.
ARTICLE IV. PROPRIETARY RIGHTS
4.01 VILLAGE acknowledges that CONTRACTOR and its suppliers, including, without
limitation, the suppliers of licenses of Third-Party Intellectual Property Rights, have, retain and
own all right, title and interest in and to the Licensed Software, the Customizations, the Updates,
any Documentation, and all patent, copyright, trademark and service mark and trade name and
the goodwill associated therewith, trade secret, inventions, technology, ideas, know-how, and all
other intellectual property rights and all other rights pertaining thereto. All such right, title and
interest shall be and remain the sole property of CONTRACTOR. VILLAGE shall not be an
owner or holder of any copies of, or have any interest in the Licensed Software or any Updates,
Customizations, and Documentation but rather, such Licensed Software, Releases and Updates
and Documentation are solely licensed far use pursuant to this Addendum. Neither VILLAGE
nor its Users shall: (i) remove any copyright, patent or other proprietary legends from the
Licensed Software or any Product; (ii) sub-license, lease, rent, assign, transfer or distribute
CONTRACT FOR RESCUE AMBULANCE PAGE 23
AND RELATED PROFESSIONAL SERVICES
Licensed Software or any Product to any third party; (iii) alter, modify, copy, enhance or adapt
the Licensed Software or any Product; (iv} attempt to reverse engineer, covert, translate,
decompile, disassemble ar merge the Licensed Software or any Product with any other software
or materials; (v) otherwise create or attempt to create any derivative works from this Licensed
Software or any Product, or permit persons who are not Users any access to the Licensed
Software or its operations, and any attempt to do any of the above shall void all warranties given
VILLAGE by CONTRACTOR.
ARTICLE V. TERM AND TERMINATION
5.01 Generally. The term of this Addendum shall begin on the Effective Date and shall
continue until the end of the Initial Period of the last Product Unit delivered pursuant to the terms
and provisions of this Addendum ("Initial Term"). CONTRACTOR's Maintenance and Support
obligations shall continue until the end of the Initial Term at the fees set forth by the
AGREEMENT provided, however, that VILLAGE or CONTRACTOR may terminate this
Addendum pursuant to the terms and provisions of this Addendum.
5.02 Termination. Notwithstanding any other language herein or in the AGREEMENT,
a termination of the Addendum shall not operate to terminate the AGREEMENT, but a
termination of the AGREEMENT shall operate as a termination of this Addendum.
Notwithstanding anything to the contrary herein or in the AGREEMENT, a termination of the
AGREEMENT by VILLAGE=may be deemed to be an elective termination and a default under
this Addendum.
5.03 Termination of the Addendum.
Termination by VILLAGE upon CONTRACTOR Material Breach. VILLAGE may
terminate this Addendum (but not the AGREEMENT) without obligations to pay an early
termination payment, if CONTRACTOR commits a Material Nan-Monetary Breach which
breach, if capable of being cured, is not cured within 30 days of a written notice of termination
Termination by V/LLAGF without CONTRACTOR Material Breach. VILLAGE may
terminate this Addendum (but not the AGREEMENT) at any time by providing notice to
CONTRACTOR, making payment in full of the required early termination payment disclosed on
Schedule 2.01 with respect to EACH Product Unit delivered pursuant to this Addendum and
returning all Product Units to CONTRACTOR.
Termination by CONTRACTOR upon VILLAGE Material Breach. CONTRACTOR
may terminate this Addendum if VILLAGE commits
a Material Monetary Breach VILLAGE fails to pay any undisputed amount due
under this Addendum within 20 days after written notice of such nonpayment or
a Material Non-Monetary Breach, which breach, if capable of being cured, is not
cured within 30 days of a written notice of termination.
5.04 Any termination of the Addendum shall not:
release VILLAGE or CONTRACTOR from any claim of the .other accrued
hereunder prior to the effective date of such termination;
CONTRACT FOR RESCUE AMBULANCE PAGE 24
AND RELATED PROFESSIONAL SERVICES
release VILLAGE or CONTRACTOR from their obligations under Article VII or
Sections 4.05 and 4.06, respectively, unless otherwise released by the further terms
hereof;
5.05 Upon termination of this Addendum, CONTRACTOR shall remain the sole owner of
the Product and al[ intellectual property and goodwill associated therewith, and VILLAGE shall
assert no rights thereto.
5.06 Delivery of Materials. Upon termination of this Addendum for any reason,
VILLAGE shall immediately discontinue use of the Product including all Documentation and
within ten (10) days return each of the Product Units and certify in writing to CONTRACTOR
that all copies, extracts or derivatives of any item comprising the Product, including all
Documentation, in whole or in part, in any form, have either been delivered to CONTRACTOR
or destroyed in accordance with CONTRACTOR's instructions. All payments made by
VILLAGE to CONTRACTOR hereunder are non-refundable.
ARTICLE VI. BREACH OF ADDENDUM
6.01 Material Non-Monetary Breaches.
VILLAGE Material Non-Monetary Breach. For purposes of this Addendum, as respects
a breach by a VILLAGE, a "Material Non-Monetary Breach" includes any breach of its or its
User's obligations with respect to Proprietary Rights, Confidentiality, or any material breach of a
party's representations ar warranties under this Addendum.
CONTRACTOR Material Non-Monetary Breach. For purposes of this Addendum, as
respects a breach by CONTRACTOR, a "Material Non-Monetary Breach" includes any material
breach of its Maintenance and Support obligations or any material breach of its representations
or warranties under this Addendum.
CONTRACTOR and VILLAGE Material Non-Monetary Breach. For purposes of this
Addendum, as respects a breach by either CONTRACTOR or VILLAGE, it shall be a "Material
Non-Monetary Breach" if such party (i) terminates or suspends its business or operations, (ii)
becomes insolvent, admits in writing its inability to pay its debts as they mature, makes an
assignment for the benefit of creditors, or becomes subject to direct control of a trustee, receiver
or similar authority, or (iii) becomes subject to any bankruptcy or insolvency proceeding under
federal or state statutes which are not rescinded within forty-five (45) days,
6.02 Material Monetary Breaches. For purposes of this Addendum, as respects a
breach by either CONTRACTOR or VILLAGE, it shall be a "Material Monetary Breach" with
respect to such party if:
' Such party fails to make any Third-Party Intellectual Property Royalty Payment as
required under any agreement with such third party;
Such party fails to make payments due under the. terms of this Addendum or the
AGREEMENT when and as due; or
Such party fails to reimburse the other party for payments made on its behalf for Third-
Party Intellectual Property Royalty Payments.
CONTRACT FOR RESCUE AMBULANCE PAGE 25
AND RELATED PROFESSIONAL SERVICES
ARTICLE VII. LICENSE
7.01 License. Commencing on the Effective Date and subject to the terms and
conditions of this Addendum, CONTRACTOR grants VILLAGE a non-exclusive, non-
transferable license, to use the Product in the Licensed Area by the Users. This license does
not constitute a sale of the Product or any portion or piece thereof or of any copies of Licensed
Software, Customizations ar Documentation.
7.02 Delivery and Acceptance. CONTRACTOR will deliver to VILLAGE, the Product
at mutually agreeable times, after or simultaneously with the later of date of the execution of this
Addendum or Effective Date, or as otherwise provided.
7.03 No Qther Rights. Except to exercise the license of Section 6.01 and its rights
specifically granted under this Addendum, VILLAGE shall have no rights to own, use or
otherwise exercise dominion over the Product. Except as otherwise permitted under this
Addendum, VILLAGE may not rent, lease, loan, sell or otherwise distribute the Product or any
derivative works based upon the Licensed Software in whole or in part.
7.04 Right of Audit_ Either party may audit and inspect the other party's physical and
electronic records solely to verify such party's compliance with the terms of this Article VI.
VILLAGE hereby agrees to the remote electronic survey of the Licensed Software licensed
hereunder, provided VILLAGE is provided ten (10) business day's prior written- notice of such
survey and provided further that such audit is conducted in a reasonable manner, In addition,
upon written request from the other party, each party shall provide or obtain physical access to
such records to either the requesting party or an independent auditor chosen by the party for the
purposes of audit. All physical audits of VILLAGE will be conducted at the business premises in
which the Licensed Software is installed or accessed during regular business hours during the
term of this Addendum. Audits will be conducted na more frequently than once annually. All
individuals performing such audits, including independent third party auditors, must be bound by
confidentiality obligations consistent with the Agreement.
7.05 Material Change to Product. If there is any material change in any rules, orders,
laws or regulations governing the manner in which this Product operates or in the data provided
by third parties (such as changes in the manner of operation of global distribution systems ar
standards in wireless or non-wireless communications protocols); then upon written notice to
VILLAGE, CONTRACTOR will have the right, retroactive to the date of such material change, to
modify the way in which this Product delivers data in order to comport with any change in faw or
regulations or functionality governing the Product. All data used by CONTRACTOR for testing
and development shall be supplied by VILLAGE at its expense to CONTRACTOR promptly
upon request by CONTRACTOR to VILLAGE.
ARTICLE VIII. LIMITED WARRANTY AND DISCLAIMER:
8.01 Software Media Warranty. CONTRACTOR warrants that each Product Unit
delivered to VILLAGE will be free from material defects when delivered. CONTRACTOR's
entire liability and VILLAGE's exclusive remedy under this warranty will be to replace the media
on which such Product was delivered. CONTRACTOR shall have no obligation to replace any
defective media which is not returned to CONTRACTOR within the warranty period or which has
failed because of accident, abuse or misapplication.
CONTRACT FOR RESCUE AMBULANCE PAGE 2G
AND RELATED PROFESSIONAL SERVICES
8.02 Software Warranty. CONTRACTOR warrants that for a period of 90 days from
the delivery of a Product Unit identified by CONTRACTOR as being fully functional for
production at the site designated by CONTRACTOR, the Product, if properly used by VILLAGE,
shall operate in conformity with the Documentation for such Product, if any. CONTRACTOR
does not warrant that any Product will meet al[ of VILLAGE's requirements or that the use of any
Product will be uninterrupted or error free.
8.03 Grant of Standard Warranties Only. NEITHER CONTRACTOR NOR ANY OF
ITS SUPPLIERS MAKE ANY WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR IN ANY
COMMUNICATION WITH VILLAGE WITH RESPECT TO THE PRODUCT OR OTHER ITEMS
DELIVERED PURSUANT TO THIS ADDENDUM THAT IS NOT PART OF THE STANDARD
WARRANTY OFFERED BY CONTRACTOR TO ITS OTHER CUSTOMERS. CONTRACTOR's
sole and exclusive liability, and VILLAGE'S sole and exclusive remedy, shall be, at
CONTRACTOR's sole election, to terminate this Addendum, at which time, VILLAGE shall
immediately deliver each Product Unit and any related Documentation to CONTRACTOR;
provided, however, CONTRACTOR may elect, to attempt, through reasonable efforts, to: (a)
correct any material nonconformities discovered within the Warranty Period, (b) replace the
nonconforming Product. The above remedies are available only if CONTRACTOR is promptly
notified in writing, within the warranty period, upon discovery of the nonconformities by
VILLAGE and CONTRACTOR's examination of the Product discloses that such nonconformities
exist, and that the Product has not been (i) altered or modified; (ii) subjected to negligence, or
computer or electrical malfunctions; (iii) used, adjusted, or installed other than in accordance
with the instructions furnished by CONTRACTOR; or (iv) modified for custom development by
CONTRACTOR for VILLAGE as agreed in an Order. ANY REFUND OF FEES PROVIDED
HEREUNDER (WHICH MAY BE UNDERTAKEN AT CONTRACTOR'S SOLE AND COMPLETE
DISCRETION) SHALL BE DEEMED A TERMINATION OF THIS ADDENDUM (AND ANY
RELATED MAINTENANCE) AND SHALL BE VILLAGE'S SOLE AND EXCLUSIVE REMEDY
FOR REJECTION OF THE PRODUCT(S) AND NEITHER PARTY SHALL HAVE ANY FUTURE
OBLIGATIONS OR LIABILITY HEREUNDER WITH RESPECT TO SUCH PRODUCT(S).
THIRD PARTY INTELLECTUAL.PROPERTY PAYMENTS SHALL NOT BE REFUNDABLE IN
FULL OR IN PART.
8.04 Information/Disclaimer of Warranties with Respect to Dafa and Information
Provided by Third parties.
Some information transmittable or accessible through any Product Unit may have been
obtained through sources believed to be reliable (such as various Internet providers, real-time
data provided by GPS systems or medical devices or other third party information sources).
VILLAGE agrees that CONTRACTOR shall not have any liability whatsoever for the accuracy,
completeness, timeliness or correct sequencing of the information, or for any decision made or
action taken by VILLAGE in reliance upon such information or the Product. VILLAGE further
agrees that CONTRACTOR shall have no liability whatsoever for the transmission, non-
transmission or partial transmission of data through third-party data systems and that such
transmission shall be undertaken at VILLAGE's sole risk, cost and expense.
CONTRACTOR and its third party suppliers and VILLAGEs do not warrant that any
Product will meet VILLAGE'S requirements or that access to the Product, ar the operation of the
Product, will be uninterrupted, error-free, that all errors will be timely corrected by third party
information VILLAGEs, or that the data and/or reports generated by the Product will be accurate
in the event that third party information providers have provided inaccurate information.
CONTRACT FOR RESCUE AMBULANCE PAGE 27
AND RELATED PROFESSIONAL SERVICES
8.05 DISCLAIMER. EXCEPT FOR THE .EXPRESS LIMITED WARRANTIES SET
FORTH IN THIS ADDENDUM AND THEIR OWN WILLFUL MISCONDUCT, CONTRACTOR
DOES NOT MAKE ANY WARRANTIES EXPRESS, IMPLIED, STATUTORY OR IN ANY
COMMUNICATION WITH VILLAGE WITH RESPECT TO THE LICENSED SOFTWARE, ANY
SERVICES OR ANY PRODUCT, AND CONTRACTOR EXPRESSLY DISCLAIMS ANY
IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE. NO REPRESENTATIVE OF CONTRACTOR SHALL HAVE THE RIGHT TO MAKE
WARRANTIES ON CONTRACTOR'S BEHALF UNLESS THOSE WARRANTIES ARE IN
WRITING AND EXECUTED BY A DULY AUTHORIZED OFFICER OF CONTRACTOR.
EXCEPT WITH RESPECT TO THEIR WILLFUL MISCONDUCT, IN NO EVENT SHALL
EITHER PARTY OR ITS SUPPLIERS HAVE ANY LIABILITY FOR ANY SPECIAL, INDIRECT
OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, DAMAGES FOR
LOST PROFITS, LOSS OF DATA OR COSTS OF PROCUREMENT OF SUBSTITUTE
GOODS, TECHNOLOGY OR SERVICES, ARISING IN ANY WAY OUT OF THIS ADDENDUM
UNDER ANY CAUSE OF ACTION, WHETHER OR NOT CONTRACTOR HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL CONTRACTOR BE
LIABLE FOR ANY OTHER DAMAGES IN EXCESS OF THE AMOUNTS PAID FOR THE
PRODUCT UNIT THAT GAVE RISE TO SUCH DAMAGE. THESE LIMITATIONS SHALL
APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY
LIMITED REMEDY. THIS SECTION DOES NOT LIMIT LIABILITY FOR BODILY INJURY OF A
PERSON.
CONTRACT FOR RESCUE AMBULANCE PAGE 28
AND RELATEd PROFESSIONAL SERVICES
Schedule 2.01
Third-Party Intellectual Property Royalty Payments
In addition to the other compensation required under this Addendum, Third-Party
Intellectual Property Payments shall be made as follows:
Licensing/Royalty agreement to be executed between VILLAGE and the manufacturer of
VILLAGE's defibrillating equipment when the manufacturer has cleared the Triptix
equipment for direct interface between their equipment and the CONTRACTOR provided
data devices.
AND NO OTHER
CONTRACT FOR RESCUE AMBULANCE PAGE 29
AND RELATED PROFESSIONAL SERVICES
Schedule 2.02
Initial Term Early Termination Payments
The Initial Term Early Termination Payments with respect to each Product Unit are as
follows:
Period
Amount
(1) For an Early Termination during the first 18 months from $2,750
the beginning of the Term:
(2) For an Early Termination during the remainder of the $---0---
Term:
CONTRACT FOR RESCUE AMBULANCE AND FIRE BILLING
AND RELATED PROFESSIONAL SERVICES
PAGE 30