Resolution 2018-30483 RESOLUTION NO. 2018-30483
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA, ACCEPTING THE WRITTEN RECOMMENDATION
OF THE CITY MANAGER, PURSUANT TO REQUEST FOR PROPOSALS
(RFP) NO. 2017-002-JC, FOR EMERGENCY MEDICAL TRANSPORT BILLING
AND COLLECTION SERVICES, APPROVING THE FINAL SELECTION AND
TERMS OF AN AGREEMENT WITH ADVANCED DATA PROCESSING, INC.,
A SUBSIDIARY OF INTERMEDIX CORPORATION, AS SET FORTH IN
EXHIBIT "A" TO THE COMMISSION MEMORANDUM ACCOMPANYING THIS
RESOLUTION; AUTHORIZING THE CITY MANAGER AND CITY ATTORNEY
TO NEGOTIATE A FINAL AGREEMENT WITH ADVANCED DATA
PROCESSING, INC., INCORPORATING THE TERMS APPROVED HEREIN;
FURTHER, AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE
THE FINAL AGREEMENT WITH .ADVANCED .DATA PROCESSING, INC.,
UPON CONCLUSION OF SUCCESSFUL NEGOTIATIONS; AND, FURTHER,
AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE -A
MONTH-TO-MONTH EXTENSION OF THE CITY'S CURRENT AGREEMENT
WITH ADVANCED DATA PROCESSING, INC., FOR A TERM NOT TO
EXCEED NINETY (90) DAYS, FOR THE CONTINUATION OF CURRENT
SERVICES, OR UNTIL SUCH TIME AS A NEW AGREEMENT IS EXECUTED,
WHICHEVER OCCURS FIRST.
WHEREAS, on January 11, 2017 the Mayor and City Commission approved the
issuance of Request for Proposals (RFP) No. 2017-002-JC, for Emergency Medical Transport
Billing and Collection Services; and
WHEREAS, although the Evaluation Committee for the above-referenced RFP ranked
PST Services, Inc., a subsidiary of McKesson Corporation ("PST Services"), and Advanced
Data Processing, Inc., a subsidiary of Intermedix Corporation ("ADP"), as the two top-ranked
proposers, on July 26, 2017, the Mayor and City Commission rejected all proposals received,
pursuant to Request for Proposals No. 2017-002-JC (the RFP), Emergency Medical Transport
Billing and Collection Services; and
WHEREAS, the Mayor and City Commission authorized the City Manager to negotiate
and approve the terms of a month-to-month agreement with ADP, commencing on September
16, 2017, for a term not to exceed one (1) year, for the continuation of current services, or until
such time as a new agreement is executed, whichever occurs first; and
WHEREAS, on October 18, 2017, the City Manager recommended, as being in the
City's best interest, the waiver of the formal competitive bidding requirements with 'respect to the
procurement of emergency medical transport billing and collections services, and recommended
that the City Commission authorize the Administration to enter into simultaneous negotiations
with PST Services and ADP; and
WHEREAS, at the conclusion of the simultaneous negotiations by the Administration,
the final selection of the vendor, and award of the contract, shall be subject to the prior approval
of the Mayor and City Commission; and
WHEREAS, on November 6, 2017, the Administration initiated the negotiations process
with ADP and PST Services; and
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WHEREAS, the Administration determined on November 20, 2017, that in the City's
best interests, a field testing and demonstration of software was required before proceeding with
negotiations; and
WHEREAS, on December 19, 2017 the Administration received a software
demonstration from both ePCR vendors, ESO Solutions, Inc. and ImageTrend software
systems; and
WHEREAS, the Administration determined that additional hardware, including laptops,
would be required to properly conduct the field testing portion of proposed software; and
WHEREAS, the Administration placed an order for laptops and related hardware on
February 5, 2018; and
WHEREAS, the laptops supplier advised the Administration of a three (3) month
leadtime due to manufacturing issues internationally; and
WHEREAS, the laptops were delivered to the City June 4, 2018; and
WHEREAS, the Administration began conducting a forty-five (45) day field testing
program utilizing the received laptops in various emergency vehicles; and
WHEREAS, on August 9, 2018 the Administration completed the field testing and
recommended the preferred software vendor as ESO Solutions; and
WHEREAS, on August 12, 2018 the Administration advised both ADP and PST Services
that ESO Solutions, Inc. is the preferred ePCR software vendor to be utilized for inclusion into
their Best and Final Offer("BAFO"); and
WHEREAS, on August 24, 2018 the Administration requested both ADP and PST
Services submit a BAFO by August 28, 2018, by 3:00 PM EST; and
WHEREAS, on August 28, 2018 the Administration received a BAFO from both ADP
and PST Services; and
WHEREAS, on August 29, 2018 the Administration reviewed the BAFO from both firms,
and determined that ADP provided the best offer for emergency medical transport billing and
collection services to the City.
NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City
Commission hereby accept the written recommendation of the City Manager pursuant to
Request for Proposals (RFP) no. 2017-002-JC, for Emergency Medical Transport Billing and
Collection Services, approving the final selection and terms of an agreement with Advanced
Data Processing, Inc., a subsidiary of Intermedix Corporation, as set forth in Exhibit "A" to the
Commission Memorandum accompanying this resolution; authorize the City Manager and City
Attorney to negotiate the final agreement with Advanced Data Processing, Inc., incorporating
the terms approved herein; further, authorize the Mayor and City Clerk to execute the final
agreement with Advanced Data Processing, Inc. upon conclusion of successful negotiations;
and further, authorize the City Manager to negotiate and execute the terms of a month-to-month
extension of the City's current agreement with Advanced Data Processing, Inc., for a term not to
exceed ninety (90) days, for the continuation of current services, or until such time as a new
agreement is executed, whichever occurs first. 77
PASSED AND ADOPTED this /cd day of C?PT. 2018.
ATTEST:
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RAF•EL E. RANAD., C TY CLERK DAN GELBER, MAYOR
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MIAMI BEACH
COMMISSION MEMORANDUM
TO: Honorable Mayor and Members of the City Commission
FROM: Jimmy L. Morales, City Manager
DATE: September 12, 2018
SUBJECT: A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA, ACCEPTING THE WRITTEN RECOMMENDATION OF
THE CITY MANAGER, PURSUANT TO REQUEST FOR PROPOSALS (RFP) NO.
2017-002-JC, FOR EMERGENCY MEDICAL TRANSPORT BILLING AND
COLLECTION SERVICES,APPROVING THE FINAL SELECTION AND TERMS OF
AN AGREEMENT WITH ADVANCED DATA PROCESSING, INC.,A SUBSIDIARY OF
INTERMEDIX CORPORATION, AS SET FORTH IN EXHIBIT "A" TO THE
COMMISSION MEMORANDUM ACCOMPANYING THIS RESOLUTION;
AUTHORIZING THE CITY MANAGER AND CITY ATTORNEY TO NEGOTIATE A
FINAL AGREEMENT WITH ADVANCED DATA PROCESSING, INC.,
INCORPORATING THE TERMS APPROVED HEREIN; FURTHER, AUTHORIZING
THE MAYOR AND CITY CLERK TO EXECUTE THE FINAL AGREEMENT WITH
ADVANCED DATA PROCESSING, INC., UPON CONCLUSION OF SUCCESSFUL
NEGOTIATIONS; AND, FURTHER, AUTHORIZING THE CITY MANAGER TO
NEGOTIATE AND EXECUTE A MONTH-TO-MONTH EXTENSION OF THE CITY'S
CURRENT AGREEMENT WITH ADVANCED DATA PROCESSING, INC., FOR A
TERM NOT TO EXCEED NINETY (90) DAYS, FOR THE CONTINUATION OF
CURRENT SERVICES, OR UNTIL SUCH TIME AS A NEW AGREEMENT IS
EXECUTED, WHICHEVER OCCURS FIRST.
RECOMMENDATION
Adopt the Resolution.
ANALYSIS
Emergency medical transport billing and collection services are essential to the Administration's
ability to provide the City's residents and visitors with comprehensive medical transport services, and
with efficient, reliable billing and collection services thereafter. The services assists Fire Department
staff in obtaining patient and insurance information for emergency medical transport services
provided, verifying patient insurance and patient demographic information, filing claims and sending
invoices to self-pay accounts, submitting claims to Medicare, Medicaid, insurance companies,
processing third-party reimbursements, and providing specific management and financial reports on a
monthly basis, as specified by the City.
Currently,Advanced Data Processing, Inc. (ADP), a subsidiary of Intermedin Corporation is providing
emergency medical transport billing and collection services to the City. The agreement expires on
September 30, 2018. On October 18, 2017, the City Manager recommended, as being in the City's
best interest, the waiver of the formal competitive bidding requirements with respect to the
procurement of emergency medical transport billing and collections services, and recommended that
the City Commission authorize the Administration to enter into simultaneous negotiations with PST
Services and ADP, the two service providers with the strongest local presence.
PST Services, Inc. (PST), a subsidiary of McKesson Corporation, has over 25 years of EMS billing
experience, including a strong presence in Florida, with an EMS client base generating approximately
one million billable EMS transports annually. As such, PST is one of the largest EMS revenue
recovery companies in America. As a subsidiary of McKesson Corporation, PST benefits from the
global pharmaceutical and medical products technology network, medical supplies, distribution
management, business services, financial capacity, and care management tools, strengthened by
over 68,000 dedicated employees.
Advanced Data Processing, Inc. (ADP), a subsidiary of Intermedix Corporation, the City's incumbent
contractor, has been a leader in the EMS billing industry for 38 years. ADP processes more than 15
million patient encounters annually, collecting more than $3 billion in revenue for clients and
connecting more than 95% of the United States population through emergency preparedness and
response technologies. Of their 675 EMS billing operations personnel, approximately 250 are based
in Florida. ADP has a Florida client base of 55 customers, representing over 60 municipalities and
equaling nearly 900,000 billable accounts annually.
On November 6, 2017, the Administration initiated the negotiations process with ADP and PST. On
November 20, 2017, the Fire Department determined that a field demonstration of Electronic Patient
Care Reporting (ePCR) software system was required prior to proceeding with the Best and Final
Offer ("BAFO"). Electronic Patient Care Reporting (ePCR) software is critical to the overall billing
and collections solution. The Fire Department desires that the awarded contractor will partner with a
single billing and collection software provider to provide the City with the requirements of the RFP.
Therefore, on December 19, 2017, the Fire Department received a software demonstration from
vendors, ESO Solutions and ImageTrend software systems, the two software providers that can work
with either PST or ADP in providing the software requirements of the patient care reporting software.
The Fire Department further determined that additional hardware, including laptops, would be
required to properly conduct the field testing portion of the proposed patient care reporting software.
The Fire Department placed an order for several "Toughbook" laptops and related hardware on
February 5, 2018. Soon thereafter, the device and hardware supplier advised the Fire Department of
a three (3) month leadtime due to manufacturing issues internationally. The laptops and related
hardware were delivered to the City on June 4, 2018.Actual testing could not begin until these items
were received by the City.
The Fire Department began conducting a field testing program utilizing the Toughbook laptops,
loaded with ESO Solutions, Inc. and ImageTrend software systems, in various emergency vehicles
citywide. On August 9, 2018, the Fire Department completed the field testing and recommended the
preferred patient care reporting software vendor as ESO Solutions, Inc. On August 12, 2018, the Fire
Department advised both ADP and PST that ESO, Inc. is the preferred software, and requested that
ADP and PST include the ESO Solutions, Inc. patient care reporting option in their Best and Final
Offer ("BAFO"). On August 24, 2018, the Fire Department requested both ADP and PST submit a
BAFO with a proposal deadline established of August 28, 2018 by 3:00 PM EST. On August 28,
2018 the City received a sealed BAFO from both ADP and PST .
The Administration conducted its due diligence on the BAFOs received, which resulted in the
following financial analysis:
• ADP's BAFO Annual Cost to the City: $200,800
• PST's BAFO Annual Cost to the City: $273,570
• Annual Cost Difference Between ADP and PST: $72,770
• 3-Year Cost Difference Between ADP and PST: $218,310
Additionally, the ADP offer also includes the required eighteen (18) laptops for daily vehicle use, and
fifteen (15) as-needed, special events laptops, at no additional cost to the City. Whereas, the offer
Page 818 of 1802
submitted by PST would cost the City approximately $128,370 for annual hardware requirements.
This alone is a significant, cost prohibitive consideration when comparing both offers.
CONCLUSION
Emergency medical transport billing and collection services are essential to the Administration's
ability to provide the City's residents and visitors with comprehensive medical transport services, and
with efficient, reliable billing and collection services thereafter. The services assists Fire Department
staff in obtaining patient and insurance information for emergency medical transport services
provided, verifying patient insurance and patient demographic information, filing claims and sending
invoices to self-pay accounts, submitting claims to Medicare, Medicaid, insurance companies,
processing third-party reimbursements, and providing specific management and financial reports on a
monthly basis, as specified by the City.
Currently, Advanced Data Processing, Inc. (ADP), a subsidiary of Intermedix Corporation is providing
emergency medical transport billing and collection services to the City. The agreement expires on
September 30, 2018. On October 18, 2017, the City Manager recommended, as being in the City's
best interest, the waiver of the formal competitive bidding requirements with respect to the
procurement of emergency medical transport billing and collections services, and recommended that
the City Commission authorize the Administration to enter into simultaneous negotiations with PST
Services and ADP, the two service providers with the strongest local presence.
PST Services, Inc. (PST), a subsidiary of McKesson Corporation, has over 25 years of EMS billing
experience, including a strong presence in Florida, with an EMS client base generating approximately
one million billable EMS transports annually. As such, PST is one of the largest EMS revenue
recovery companies in America. As a subsidiary of McKesson Corporation, PST benefits from the
global pharmaceutical and medical products technology network, medical supplies, distribution
management, business services, financial capacity, and care management tools, strengthened by
over 68,000 dedicated employees.
Advanced Data Processing, Inc. (ADP), a subsidiary of Intermedix Corporation, the City's incumbent
contractor, has been a leader in the EMS billing industry for 38 years. ADP processes more than 15
million patient encounters annually, collecting more than $3 billion in revenue for clients and
connecting more than 95% of the United States population through emergency preparedness and
response technologies. Of their 675 EMS billing operations personnel, approximately 250 are based
in Florida. ADP has a Florida client base of 55 customers, representing over 60 municipalities and
equaling nearly 900,000 billable accounts annually.
On November 6, 2017, the Administration initiated the negotiations process with ADP and PST. On
November 20, 2017, the Fire Department determined that a field demonstration of Electronic Patient
Care Reporting (ePCR) software system was required prior to proceeding with the Best and Final
Offer ("BAFO"). Electronic Patient Care Reporting (ePCR) software is critical to the overall billing
and collections solution. The Fire Department desires that the awarded contractor will partner with a
single billing and collection software provider to provide the City with the requirements of the RFP.
Therefore, on December 19, 2017, the Fire Department received a software demonstration from
vendors, ESO Solutions and ImageTrend software systems, the two software providers that can work
with either PST or ADP in providing the software requirements of the patient care reporting software.
The Fire Department further determined that additional hardware, including laptops, would be
required to properly conduct the field testing portion of the proposed patient care reporting software.
The Fire Department placed an order for several "Toughbook" laptops and related hardware on
February 5, 2018. Soon thereafter, the device and hardware supplier advised the Fire Department of
a three (3) month leadtime due to manufacturing issues internationally. The laptops and related
hardware were delivered to the City on June 4, 2018. Actual testing could not begin until these item
were received by the City.
The Fire Department began conducting a field testing program utilizing the Toughbook laptops,
loaded with ESO Solutions, Inc. and ImageTrend software system, in various emergency vehicles
citywide. On August 9, 2018, the Fire Department completed the field testing and recommended the
Page 819 of 1802
preferred patient care reporting software vendor as ESO Solutions, Inc. On August 12, 2018, the Fire
Department advised both ADP and PST that ESO, Inc. is the preferred software, and requested that
ADP and PST include the ESO Solutions, Inc. patient care reporting option in their Best and Final
Offer ("BAFO"). On August 24, 2018, the Fire Department requested both ADP and PST submit a
BAFO with a proposal deadline established of August 28, 2018 by 3:00 PM EST. On August 28,
2018 the City received a sealed BAFO from both ADP and PST .
The Administration conducted its due diligence on the BAFOs received, which resulted in the
following financial analysis:
• ADP's BAFO Annual Cost to the City: $200,800
• PST's BAFO Annual Cost to the City: $273,570
• Annual Cost Difference Between ADP and PST: $72,770
• 3-Year Cost Difference Between ADP and PST: $218,310
Additionally, the ADP offer also includes the required eighteen (18) laptops for daily vehicle use, and
fifteen (15) as-needed, special events laptops, at no additional cost to the City. Whereas, the offer
submitted by PST would cost the City approximately $128,370 for annual hardware requirements.
This alone is a significant, cost prohibitive consideration when comparing both offers.
After reviewing best and final offers from both firms, and conducting a significant level of due
diligence with regard to the field testing and software demonstration process, I concur with the Fire
Department's recommendation to award a contract for emergency medical transport billing and
collection services to ADP, a subsidiary of Intermedix Corporation.
In addition to the financial benefits that ADP's proposal represents over PST's, the Fire Department
has determined that the following operational and logistics concerns also favor ADP over PST:
• PST did not offer direct personnel or facilities to manage and support required laptops, which
demand routine maintenance and repair.
• ADP offers stronger local presence and service offerings, which will deliver a better, more
reliable daily account support mechanism to the City's needs.
• Given that ADP is the City's incumbent vendor for emergency medical transport billing and
collection services, it is expected that operations will remain seamless during the contract
transition, without disruption to the City's EMS billing services.
Having taken all of the preceding items into careful consideration, I concur with Fire Department staff
that ADP provides the best combination of services and cost benefit for emergency medical transport
billing and collection services to the City of Miami Beach. While the primary services and cost
negotiations have been finalized, minor negotiations relative to the terms of the Agreement must still
be completed.
Therefore, I recommend that the Mayor and City Commission adopt the Resolution approving the
award of a contract to Advanced Data Processing, Inc., a subsidiary of Intermedix Corporation; and,
authorize the City Manager and City Attorney to finalize the non-financial terms of the agreement with
Advanced Data Processing, Inc., a subsidiary of Intermedix Corporation; and, further authorizing the
Mayor and City Clerk to execute the final negotiated agreement with Advanced Data Processing,
Inc., a subsidiary of Intermedix Corporation, upon approval of the City Manager and City Attorney;
and, further, approve extension of the current month-to-month agreement with Advanced Data
Processing, Inc., a subsidiary of Intermedix Corporation, for a term not to exceed ninety (90)days, for
the continuation of current services, or until such time as a new agreement is executed.
KEY INTENDED OUTCOMES SUPPORTED
Enhance Public Safety and Emergency Preparedness
Page 820 of 1802
FINANCIAL INFORMATION
Funding is provided as part of the collection fees related to EMS Services.
Legislative Tracking
Fire/Procurement
ATTACHMENTS:
Description
o Attachment A- Draft Agreement
o Resolution
Page 821 of 1802
PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF MIAMI BEACH
AND
ADVANCED DATA PROCESSING, INC. D/B/A INTERMEDIX CORPORATION FOR
EMERGENCY MEDICAL TRANSPORT BILLING AND COLLECTION SERVICES
PURSUANT TO
RFP 2017-002-JC
This Professional Services Agreement ("Agreement") is entered into this day of
, 2018, between the CITY OF MIAMI BEACH, FLORIDA, a municipal
corporation organized and existing under the laws of the State of Florida, having its principal
offices at 1700 Convention Center Drive, Miami Beach, Florida, 33139 ("City"), and
ADVANCED DATA PROCESSING, INC. D/B/A INTERMEDIX CORPORATION whose
address is 6451 N Federal Hwy#100, Fort Lauderdale, FL 33308, (Consultant).
SECTION 1
DEFINITIONS
Agreement: This Agreement between the City and Consultant, including any exhibits
and amendments thereto.
City Manager: The chief administrative officer of the City.
Consultant: For the purposes of this Agreement, Consultant shall be deemed to be an
independent contractor, and not an agent or employee of the City.
Services: All services, work and actions by the Consultant performed or undertaken
pursuant to the Agreement.
Consultant Service
Order: "Consultant Service Order" shall specifically describe and delineate the
particular Services which will be required of Consultant for the Project that
is the subject of such order using Exhibit "B" — Consultant Service Order
Format, attached hereby and made part of this Agreement.
Fee: Amount paid to the Consultant as compensation for Services.
Contract
Documents: Contract Documents shall mean this Agreement and City of Miami Beach
RFP No. 2017-002-JC for EMERGENCY MEDICAL TRANSPORT
BILLING AND COLLECTION SERVICES, together with all addenda
thereto, issued by the City in contemplation of this Agreement, RFP, and
the Consultant's proposal in response thereto ("Proposal"), all of which
are hereby incorporated and made a part hereof; provided, however, that
in the event of an express conflict between the Contract Documents and
this Agreement, the following order of precedent shall prevail: this
Agreement; the RFP; and the Proposal.
Page 822 of 1802
Risk Manager: The Risk Manager of the City, with offices at 1700 Convention Center
Drive, Third Floor, Miami Beach, Florida 33139: telephone number (305)
673-7000, Ext. 6435: and fax number (305) 673-7023.
SECTION 2
SCOPE OF SERVICES
2.1 In consideration of the Fee to be paid to Consultant by the City, Consultant hereby
agrees to furnish all Services described in the Contract Documents and any Consultant
Service Order issued to Consultant for any Services hereunder, and shall perform all
Services in accordance with the requirements of the Contract Documents.
Although Consultant may be provided with a schedule of the available hours to provide
its services, the City shall not control nor have the right to control the hours of the
services performed by the Consultant; where the services are performed (although the
City will provide Consultant with the appropriate location to perform the services); when
the services are performed, including how many days a week the services are
performed; how the services are performed, or any other aspect of the actual manner
and means of accomplishing the services provided. Notwithstanding the foregoing, all
services provided by the Consultant shall be performed in accordance with the terms
and conditions set forth in Exhibit "A" and to the reasonable satisfaction of the City
Manager. If there are any questions regarding the services to be performed, Consultant
should contact the following person:
Fire Department
City of Miami Beach
2300 Pinetree Dr.
Miami Beach, FL 33140
Attn: Robert Bedell, Division Chief
Email: RobertBedell(Wmiamibeachfl.gov
2.2 Consultant's Services and any deliverables incident thereto, shall be completed in
accordance with the timeline and/or schedule in the Consultant Service Order.
Consultant Service Orders must include a detailed list of tasks, sub-tasks, and
deliverables (Collectively the Scope) that are consistent with the work and services
described in Appendix "C" of the RFP and Exhibit"A" of this Agreement.
2.3 Consultant shall only commence any Services, or portions thereof, upon issuance of a
Consultant Service Order executed by the City Manager or corresponding Department's
Director pursuant to the requirements in section 4.2 of this agreement. For each
proposed Consultant Service Order, Consultant shall provide the City with a cost
proposal on a lump sum or not-to-exceed basis, based on the fee schedule set forth in
Exhibit "C" hereto. A separate Consultant Service Order shall be required prior to
commencement of any Services on any Project. The Consultant Service Order will
not be issued until Consultant's submission to City of all required documents (including
Certificate of Insurance) and after execution of the Contract by both parties. Consultant
shall have no entitlement to perform (or be compensated for) any Services under this
Agreement, unless such Services are authorized, at the City's sole discretion, by a
Consultant Service Order.
Page 2
Page 823 of 1802
SECTION 3
TERM
The term of this Agreement ("Term") shall commence upon execution of this Agreement by all
parties hereto, and shall have an initial term of three (3) years, with two (2), one (1) year
renewal options, to be exercised at the City Manager's sole option and discretion, by providing
Consultant with written notice of same no less than thirty (30) days prior to the expiration of the
initial term.
Notwithstanding the Term provided herein, Consultant shall adhere to any specific timelines,
schedules, dates, and/or performance milestones for completion and delivery of the Services,
as same is/are set forth in the timeline and/or schedule referenced in Exhibit A hereto.
SECTION 4
FEE
4.1 CONSULTANT SERVICE ORDER
In consideration of the Services to be provided, Consultant shall be compensated through
individual Consultant Service Order(s) issued for a particular Project, on a "Fixed Fee" or"Not to
Exceed" basis determined by the rates established in Exhibit "C" of this Agreement, or by lump
sum for the project determined by hourly rates not to exceed the rates established in Exhibit "C"
of this Agreement. Notwithstanding the preceding, the total fee paid to Consultant pursuant to
this Agreement shall be subject to funds availability approved through the City's budgeting
process.
At the time of negotiation of each Consultant Service Order, City and Contractor will determine
the tasks, sub-tasks, and deliverables applicable to the Project based on the list of Services,
and the lump sum or not-to-exceed amounts associated with each Consultant Service Order. To
the extent any of the Services involve fees or costs for which billing rates are not specified in
Exhibit "C," all such fees or costs must be specifically delineated in each Consultant Service
Order and accepted by the City through execution of the Consultant Service Order, pursuant to
section 4.2 of this agreement. Consultant shall not commence any Services or Additional
Services unless approved in writing by the City Manager or the corresponding Department's
Director.
The corresponding Department Director shall have the delegated authority to execute
Consultant Service Orders up to an amount not-to-exceed $50,000.00. Any Consultant Service
Orders in excess of$50,000.00 must be executed by the City Manager. Any Consultant Service
Order not executed in accordance herewith shall be null and void.
Reimbursable Expenses are an allowance set aside by the City and shall include actual
expenditures made by the Consultant in the interest of the Project, provided such expenses are
authorized in advance by the City in a Consultant Service Order. The Reimbursable Expenses
allowance, as specified herein, belongs to, and shall be controlled by the City (i.e. unused
portions will be retained by the City and shall not be paid to Consultant). Only approved travel-
Page 3
Page 824 of 1802
related expenses authorized by a Consultant Service Order will be reimbursed to the
Consultant, in an amount not-to-exceed the agreed-upon amount reflected on the corresponding
Consultant Service Order, and in accordance with City-wide Procedure OD. 20.01 (Travel on
City Business), as may be updated by the City from time to time ("Reimbursable Expenses").
Notwithstanding the above, any Reimbursable Expenses must be authorized, in advance, in
writing, by the City Manager or corresponding Department's Director. Invoices or vouchers for
Reimbursable Expenses shall be submitted to the corresponding Department's Director (along
with any supporting receipts and other back-up material required to support the amount
invoiced, and as requested by the corresponding Department's Director). Consultant shall certify
as to each such invoice and/or voucher that the amounts and items claimed as reimbursable are
"true and correct and in accordance with the Agreement." Only actual amounts incurred and
paid (requiring proof of payment) by the Consultant shall be invoiced, without any markups
and/or additions.
4.2 INVOICING
Upon receipt of an acceptable and approved invoice, payment(s) shall be made within thirty (30)
days for that portion (or those portions) of the Services satisfactorily rendered (and referenced
in the particular invoice).
Invoices shall include a detailed description of the Services (or portions thereof) provided, and
shall be submitted to the City at the following address:
CITY OF MIAMI BEACH
FIRE DEPARTMENT; RESCUE DIVISION
2300 PINETREE DR. MIAMI BEACH, FL 33140
SECTION 5
TERMINATION
5.1 TERMINATION FOR CAUSE
If the Consultant shall fail to fulfill in a timely manner, or otherwise violates, any of the
covenants, agreements, or stipulations material to this Agreement, the City, through its City
Manager, shall thereupon have the right to terminate this Agreement for cause. Prior to
exercising its option to terminate for cause, the City shall notify the Consultant of its violation of
the particular term(s) of this Agreement, and shall grant Consultant ten (10) days to cure such
default. If such default remains uncured after ten (10) days, the City may terminate this
Agreement without further notice to Consultant. Upon termination, the City shall be fully
discharged from any and all liabilities, duties, and terms arising out of, or by virtue of, this
Agreement.
Notwithstanding the above, the Consultant shall not be relieved of liability to the City for
damages sustained by the City by any breach of the Agreement by the Consultant. The City, at
its sole option and discretion, shall be entitled to bring any and all legal/equitable actions that it
deems to be in its best interest in order to enforce the City's right and remedies against
Consultant. The City shall be entitled to recover all costs of such actions, including reasonable
attorneys' fees.
Page 4
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5.2 TERMINATION FOR CONVENIENCE OF THE CITY
THE CITY MAY ALSO, THROUGH ITS CITY MANAGER, AND FOR ITS CONVENIENCE
AND WITHOUT CAUSE, TERMINATE THE AGREEMENT AT ANY TIME DURING THE TERM
BY GIVING WRITTEN NOTICE TO CONSULTANT OF SUCH TERMINATION; WHICH SHALL
BECOME EFFECTIVE WITHIN THIRTY (30) DAYS FOLLOWING RECEIPT BY THE
CONSULTANT OF SUCH NOTICE. IF THE AGREEMENT IS TERMINATED FOR
CONVENIENCE BY THE CITY, CONSULTANT SHALL BE PAID FOR ANY SERVICES
SATISFACTORILY PERFORMED UP TO THE DATE OF TERMINATION; FOLLOWING
WHICH THE CITY SHALL BE DISCHARGED FROM ANY AND ALL LIABILITIES, DUTIES,
AND TERMS ARISING OUT OF, OR BY VIRTUE OF, THIS AGREEMENT.
5.3 TERMINATION FOR INSOLVENCY
The City also reserves the right to terminate the Agreement in the event the Consultant is
placed either in voluntary or involuntary bankruptcy or makes an assignment for the benefit of
creditors. In such event, the right and obligations for the parties shall be the same as provided
for in Section 5.2.
SECTION 6
INDEMNIFICATION AND INSURANCE REQUIREMENTS
6.1 INDEMNIFICATION
Consultant agrees to indemnify and hold harmless the City of Miami Beach and its officers,
employees, agents, and contractors, from and against any and all actions (whether at law or in
equity), claims, liabilities, losses, and expenses, including, but not limited to, attorneys' fees and
costs, for personal, economic or bodily injury, wrongful death, loss of or damage to property,
which may arise or be alleged to have arisen from the negligent acts, errors, omissions or other
wrongful conduct of the Consultant, its officers, employees, agents, contractors, or any other
person or entity acting under Consultant's control or supervision, in connection with, related to,
or as a result of the Consultant's performance of the Services pursuant to this Agreement. To
that extent, the Consultant shall pay all such claims and losses and shall pay all such costs and
judgments which may issue from any lawsuit arising from such claims and losses, and shall pay
all costs and attorneys' fees expended by the City in the defense of such claims and losses,
including appeals.
The parties agree that one percent (1%) of the total compensation to Consultant for
performance of the Services under this Agreement is the specific consideration from the City to
the Consultant for the Consultant's indemnity agreement. The provisions of this Section 6.1 and
of this indemnification shall survive termination or expiration of this Agreement.
6.2 INSURANCE REQUIREMENTS
The Consultant shall maintain and carry in full force during the Term, the following insurance:
1. Consultant General Liability, in the amount of$1,000,000;
2. Consultant Professional Liability, in the amount of$200,000; and
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3. Workers Compensation & Employers Liability, as required pursuant to Florida Statutes.
The insurance must be furnished by insurance companies authorized to do business in the
State of Florida. All insurance policies must be issued by companies rated no less than "B+" as
to management and not less than "Class VI" as to strength by the latest edition of Best's
Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent.
All of Consultant's certificates shall contain endorsements providing that written notice shall be
given to the City at least thirty (30) days prior to termination, cancellation or reduction in
coverage in the policy. The insurance certificates for General Liability and Professional Liability
shall include the City as an additional insured and shall contain a waiver of subrogation
endorsement.
Original certificates of insurance must be submitted to the City's Risk Manager for approval
(prior to any work and/or services commencing) and will be kept on file in the Office of the Risk
Manager. The City shall have the right to obtain from the Consultant specimen copies of the
insurance policies in the event that submitted certificates of insurance are inadequate to
ascertain compliance with required coverage.
The Consultant is also solely responsible for obtaining and submitting all insurance certificates
for any sub-consultants.
Compliance with the foregoing requirements shall not relieve the Consultant of the liabilities and
obligations under this Section or under any other portion of this Agreement.
The Consultant shall not commence any work and or services pursuant to this Agreement until
all insurance required under this Section has been obtained and such insurance has been
approved by the City's Risk Manager.
SECTION 7
LITIGATION JURISDICTIONNENUE/JURY TRIAL WAIVER
This Agreement shall be construed in accordance with the laws of the State of Florida. This
Agreement shall be enforceable in Miami-Dade County, Florida, and if legal action is necessary
by either party with respect to the enforcement of any or all of the terms or conditions herein,
exclusive venue for the enforcement of same shall lie in Miami-Dade County, Florida. By
entering into this Agreement, Consultant and the City expressly waive any rights either party
may have to a trial by jury of any civil litigation related to or arising out of this Agreement.
SECTION 8
LIMITATION OF CITY'S LIABILITY
The City desires to enter into this Agreement only if in so doing the City can place a limit on the
City's liability for any cause of action, for money damages due to an alleged breach by the City
of this Agreement, so that its liability for any such breach never exceeds the sum of$10,000.
Consultant hereby expresses its willingness to enter into this Agreement with Consultant's
recovery from the City for any damage action for breach of contract to be limited to a maximum
amount of$10,000.
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Accordingly, and notwithstanding any other term or condition of this Agreement, Consultant
hereby agrees that the City shall not be liable to the Consultant for damages in an amount in
excess of$10,000 for any action or claim for breach of contract arising out of the performance
or non-performance of any obligations imposed upon the City by this Agreement.
Nothing contained in this section or elsewhere in this Agreement is in any way intended to be
a waiver of the limitation placed upon the City's liability, as set forth in Section 768.28, Florida
Statutes.
SECTION 9
[INTENTIONALLY DELETED]
SECTION 10
GENERAL PROVISIONS
10.1 AUDIT AND INSPECTIONS
Upon reasonable verbal or written notice to Consultant, and at any time during normal
business hours (i.e. 9AM — 5PM, Monday through Fridays, excluding nationally recognized
holidays), and as often as the City Manager may, in his/her reasonable discretion and
judgment, deem necessary, there shall be made available to the City Manager, and/or such
representatives as the City Manager may deem to act on the City's behalf, to audit, examine,
and/ or inspect, any and all other documents and/or records relating to all matters covered by
this Agreement. Consultant shall maintain any and all such records at its place of business at
the address set forth in the "Notices" section of this Agreement.
10.2 CONTRACT DOCUMENTS. This Agreement is part of, and incorporated in, the
Contract Documents. Accordingly, all of the documents incorporated by the Contract
Documents shall govern any Consultant Service Order issued under this Contract.
10.3 ASSIGNMENT, TRANSFER OR SUBCONSULTING
Consultant shall not subcontract, assign, or transfer all or any portion of any work and/or
service under this Agreement without the prior written consent of the City Manager, which
consent, if given at all, shall be in the Manager's sole judgment and discretion. Neither this
Agreement, nor any term or provision hereof, or right hereunder, shall be assignable unless as
approved pursuant to this Section, and any attempt to make such assignment (unless
approved) shall be void.
10.4 PUBLIC ENTITY CRIMES
Prior to commencement of the Services, the Consultant shall file a State of Florida Form PUR
7068, Sworn Statement under Section 287.133(3)(a) Florida Statute on Public Entity Crimes
with the City's Procurement Division.
10.5 EQUAL EMPLOYMENT OPPORTUNITY
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In connection with the performance of the Services, the Consultant shall not discriminate
against any employee or applicant for employment because of race, color, national origin,
religion, sex, intersexuality, gender identity, sexual orientation, disability, marital and familial
status, or age.
10.6 CONFLICT OF INTEREST
The Consultant herein agrees to adhere to and be governed by all applicable Miami-Dade
County Conflict of Interest Ordinances and Ethics provisions, as set forth in the Miami-Dade
County Code, and as may be amended from time to time; and by the City of Miami Beach
Charter and Code (as some may be amended from time to time); both of which are
incorporated by reference herein as if fully set forth herein.
The Consultant covenants that it presently has no interest and shall not acquire any interest,
directly or indirectly, which could conflict in any manner or degree with the performance of the
Services. The Consultant further covenants that in the performance of this Agreement,
Consultant shall not knowingly employ any person having such interest. No member of or
delegate to the Congress of the United States shall be admitted to any share or part of this
Agreement or to any benefits arising there from.
SECTION 11
NOTICES
All notices and communications in writing required or permitted hereunder, shall be delivered
personally to the representatives of the Consultant and the City listed below or may be mailed
by U.S. Certified Mail, return receipt requested, postage prepaid, or by a nationally recognized
overnight delivery service.
Until changed by notice in writing, all such notices and communications shall be addressed as
follows:
TO CONSULTANT: ADVANCED DATA PROCESSING, INC. D/B/A INTERMEDIX
CORPORATION
6451 N FEDERAL HWY#100
FORT LAUDERDALE, FL 33308
TO CITY: CITY OF MIAMI BEACH
FIRE DEPARTMENT; RESCUE DIVISION
2300 PINETREE DR, MIAMI BEACH, FL 33140
Notice may also be provided to any other address designated by the party to receive notice if such
alternate address is provided via U.S. certified mail, return receipt requested, hand delivered, or by
overnight delivery. In the event an alternate notice address is properly provided, notice shall be
sent to such alternate address in addition to any other address which notice would otherwise be
sent, unless other delivery instruction as specifically provided for by the party entitled to notice.
Notice shall be deemed given on the day on which personally served, or the day of receipt by
either U.S. certified mail or overnight delivery.
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SECTION 12
MISCELLANEOUS PROVISIONS
12.1 CHANGES AND ADDITIONS
This Agreement cannot be modified or amended without the express written consent of the
parties. No modification, amendment, or alteration of the terms or conditions contained herein
shall be effective unless contained in a written document executed with the same formality and
of equal dignity herewith.
12.2 SEVERABILITY
If any term or provision of this Agreement is held invalid or unenforceable, the remainder of this
Agreement shall not be affected and every other term and provision of this Agreement shall be
valid and be enforced to the fullest extent permitted by law.
12.3 ENTIRETY OF AGREEMENT
The City and Consultant agree that this is the entire Agreement between the parties. This
Agreement supersedes all prior negotiations, correspondence, conversations, agreements or
understandings applicable to the matters contained herein, and there are no commitments,
agreements or understandings concerning the subject matter of this Agreement that are not
contained in this document. Title and paragraph headings are for convenient reference and are
not intended to confer any rights or obligations upon the parties to this Agreement.
12.4 CONSULTANT'S COMPLIANCE WITH FLORIDA PUBLIC RECORDS LAW
Pursuant to Section 119.0701 of the Florida Statutes, if the Consultant meets the definition of
"Contractor" as defined in Section 119.0701(1)(a), the Consultant shall:
a) Keep and maintain public records that ordinarily and necessarily would be required by
the public agency in order to perform the service;
b) Provide the public with access to public records on the same terms and conditions that
the public agency would provide the records and at a cost that does not exceed the cost
provided in this chapter or as otherwise provided by law;
c) Ensure that public records that are exempt or confidential and exempt from public
records disclosure requirements are not disclosed except as authorized by law; and
d) Meet all requirements for retaining public records and transfer to the City, at no City cost,
all public records created, received, maintained and/or directly related to the
performance of this Agreement that are in possession of the Consultant upon
termination of this Agreement. Upon termination of this Agreement, the Consultant
shall destroy any duplicate public records that are exempt or confidential and exempt
from public records disclosure requirements. All records stored electronically must be
provided to the City in a format that is compatible with the information technology
systems of the City.
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For purposes of this Article, the term "public records" shall mean all documents, papers, letters,
maps, books, tapes, photographs, films, sound recordings, data processing software, or other
material, regardless of the physical form, characteristics, or means of transmission, made or
received pursuant to law or ordinance or in connection with the transaction of official business of
the City.
Consultant's failure to comply with the public records disclosure requirement set forth in Section
119.0701 of the Florida Statutes shall be a breach of this Agreement.
In the event the Consultant does not comply with the public records disclosure requirement set
forth in Section 119.0701 of the Florida Statutes, the City may, at the City's sole discretion, avail
itself of the remedies set forth under this Agreement and available at law.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their appropriate officials, as of the date first entered above.
FOR CITY: CITY OF MIAMI BEACH, FLORIDA
ATTEST:
By: By:
City Clerk Mayor
Date: Date:
FOR CONSULTANT: [INSERT NAME]
ATTEST:
By:
Secretary President
Print Name/Title Print Name/Title
Date: Date:
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EXHIBIT A
SCOPE OF SERVICES
The City's FIRE-RESCUE DEPARTMENT provides medical transportation for the residents and visitors
transported from incident scenes to health care facilities in EMS transport vehicles requiring Basic Life
Support (BLS) or Advanced Life Support (ALS). The individuals are charged a BLS or ALS transportation
fee, a mileage fee, and other charges including, but not limited to, oxygen administration, cardiac
monitoring, intubation and/or spinal immobilization fees.
The services to be provided include, but are not limited to, obtaining patient and insurance information for
emergency medical transport services provided, verifying patient insurance and patient demographic
information, filing claims and sending invoices to self-pay accounts, submitting claims to Medicare,
Medicaid, and insurance companies, processing third party reimbursements, and providing specific
management and financial reports on a monthly basis,as specified by the City.
The City of Miami Beach is seeking qualified firm(s) to provide Emergency Medical Services (EMS)
ambulance billing and Electronic Patient Care Reporting (EPCR) services for the City's Fire- Rescue
Department, in accordance with the terms, conditions and specifications contained in this Request for
Proposals (RFP). Proposers shall demonstrate their experience in the area of
Medicare and Medicaid billing, and propose to perform the work in a manner which shall meet or exceed
the technical specifications herein contained.
C3. Specifications
General.
The successful Proposer under this contract will provide all services necessary to report, bill and
collect for services provided by the City's FIRE-RESCUE DEPARTMENT. Requirements include
the acquisition, placement, support, maintenance and connectivity of rugged mobile computer
laptop devices in fire rescue vehicle as well as desktop client software at all the City's Fire-Rescue
Stations to capture, generate and modify patient care reports,gather and archive patient care data,
gather and report performance statistics, generate and process insurance billing and payments,
collect and remit funds to the City. The awarded Contractor shall set up, maintain and provide all
comprehensive aspects of the EMS reporting, billing and collection services, as required by the
scope of services herein contained.
These services shall include but not necessarily be limited to:
1. Proposer shall provide sufficient staffing to ensure the smooth and efficient operation of
Emergency Medical Transport Reporting, Billing and Collection Services contract.
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2. Proposer shall provide full-time Project Manager and/or Customer Service Representatives
("CSR") assigned to the City's contract for EMS transport billing and collection services,
available during normal business hours, Eastern Standard Time (EST) five (5) days a
week, Monday through Friday, that are able to communicate (read, write and speak)
fluently in English, Spanish and Creole; however, it is not required that each CSR speaks
in all the three (3) languages, but there must be available CSRs to conduct business in
each language,as necessary.
3. Proposer's computer help desk support, or approved third-party support, must be available
seven (7) days a week, twenty-four (24) hours a day, with the ability to provide technical
assistance, trouble shooting, and correcting issues that may arise with the computer laptop
systems hardware, software and connectivity and provide application support to users
entering EPCR reports and accessing the quality control application from desktop
platforms.
4. Proposer shall have a local office within Broward County, FL., Palm Beach County, FL.,
Monroe County, FL., Collier County, FL., Lee County, FL., or Miami- Dade County, FL., as
of the date of the issuance of this Request for Proposal. The local office should have staff
capable of meeting with City staff on an as-needed basis.
Statement of Work.
1. A comprehensive electronic patient care report that captures necessary patient care
information and computer aided dispatch data required to fulfill the requirements of, FIRE-
RESCUE DEPARTMENT, the receiving hospitals, insurance, Medicare, and Medicaid
billing as well as capture the required data necessary to fulfill the State of Florida
comprehensive EMS aggregate report requirements.
2. Access via the Internet a website that houses the FIRE-RESCUE DEPARTMENT's patient
care procedures and protocols.
3. Connectivity via Bluetooth to Physio-Control's Lifepak 15 defibrillators.
4. Wireless connectivity between EPCR reports writing laptop computers, contractors
servers, Physio Controls' LifeNet Internet gateway and FIRE-RESCUE DEPARTMENT
patient care protocols.
5. In the event that the City requires additional laptops, any additional costs incurred, will be
negotiated at time of necessity.
6. Perform invoicing, collection, and generation of any and all insurance forms and filings,
record maintenance and preparation of standard and/or custom reports, as requested or
required by FIRE-RESCUE DEPARTMENT.
7. Prepare quarterly State of Florida aggregate EMS reports.
8. Grant desktop computers at all FIRE-RESCUE DEPARTMENT fire stations access to
patient care reports for statistical reporting and quality control processing.
9. Perform training for FIRE-RESCUE DEPARTMENT personnel on an as needed basis on
desktop and laptop EPCR and quality control applications.
10. Maintain all thirteen (13) and five (5) spare rugged laptop computers in working condition.
The contractor agrees to replace or correct any malfunctioning hardware or software within
twenty-four hours of FIRE-RESCUE DEPARTMENT's written notification of failure or
breakage.
11. Establish a two-way data exchange system with billing hospitals with the ability to
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electronically transfer (e-Transfer) all EPCRs to the hospital and receive patient and
related billing information back from the hospitals.
Technical Specifications.
Computer / Hardware / Software/ Report Writing and Computer Aided Dispatch ("CAD")
Requirements:
1. Awarded Proposer shall be required to supply and maintain thirteen (13)
primary and five (5) spare (total of 18 units) rugged and mobile tablets and/or
laptops with cellular connectivity, capable of generating and capturing real-
time patient care and computer aided dispatch data for the formulation of a
comprehensive patient care report and for reporting purposes.
2. Systems shall be configured as follows: Win7 (Win8.1 Pro COA), Intel Core i5-
3610ME 2.7GHz, 10.1":XGA Multi Touch + Digitizer LCD, 128GB (or greater)
Solid State Drive, 4GB, WiFi, Bluetooth, 4G LTE Multi Carrier, GPS Receiver,
Dual Pass (Upper:WWAN/Lower:WLAN), TPM 1.2, 5MP or greater Camera,
and Emissive Backlit Keyboard, or approved equal configurations.
3. Internet Explorer or equivalent with cellular connectivity to FIRE-RESCUE DEPARTMENT
procedures and protocols site and any other websites requested by FIRE-RESCUE
DEPARTMENT.
4. Connectivity via Bluetooth to EPCR client software and Physio Control's LifePak 15
manual cardiac defibrillators.
5. Device must have the ability to attach picture and documents to EPCR.
7. Contractor shall provide a stock of digitizer stylus/pens on a regular basis at no
cost to the City.
8. Lifenet PC Gateway version 4.0 or 5.0 or current version for processing and
transmission of code summary reports from Lifepak 15 defibrillators to
receiving FIRE-RESCUE DEPARTMENT station computer(s). Prepare and
process quarterly FIRE-RESCUE DEPARTMENT's State of Florida EMS pre-
hospital data collection report, in a format designated by EMS Tracking and
Reporting System (EMSTARS),
9. Process EPCR computer aided dispatch data generated from the current Miami Beach
CAD by Tyler Technology(previously New World Systems)computer system using the
current interface.
10. The ability to enter data on an EPCR while reviewing protocols, websites, etc.,
simultaneously on the tablet.
11. Contractor shall provide capabilities to change, modify, or add fields in
underlying software.
12. Contractor shall provide the ability to add a field to document law enforcement
case numbers on all motor vehicle accidents/incidents.
Invoicing 1 Billing 1 Collections Requirements.
1. The Successful Contractor shall employ, maintain and assign an adequate number of
competent and qualified professionals, as deemed necessary by the Department to meet
the performance requirements. Contractor shall be responsible for the invoicing, collection,
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and generation of any and all insurance forms and filings, record maintenance and
preparation of standard and/or custom reports, as requested or required by the FIRE-
RESCUE DEPARTMENT.
2. The invoices for services rendered shall contain the following information:
a. Account number of Patient.
b. Invoice number.
c. Invoice date.
d. Name of Patient.
e. Name of responsible person if different from patient.
f. Complete address of Patient.
g. Date of transport.
h. Cost of transport including cost breakdown (mileage&oxygen).
i. Incident number.
j. Transport mileage from and to.
k. Insurance coverage and instructions(if applicable).
I. Billing inquiry telephone number, 800-phone number if not local for satisfaction
of the receivable and customer satisfaction.
3. Contractor shall mail bills/invoice forms to patients within five (5) days of receipt of the
patient information. This is to include return envelope and address specified by the City of
Miami Beach.
4. Patient invoices: All invoices and reporting shall be automated.
5. Contractor shall be responsible for sending follow up bills at thirty-day(30), sixty-day(60),
and ninety-day(90) intervals.
6. Contractor shall mail proper insurance forms or electronically process to third party payer
as required or requested by the patient. (This is to include envelope and address specified
by the City of Miami Beach).
7. Contractor shall post all payments as received directly or electronically within one (1)
business day.
8. The Contractor shall agree to make every effort to locate and correct any incorrect billing
address for billable patients.
9. Contractor shall agrees to include in the invoice mailing a citizen satisfaction survey and a
return, self-addressed and postage paid envelope that will be provided by the City of
Miami Beach. Said survey is expected to be no more than one page in length and of a size
not to exceed 8 1/2 x 11 inches.
10. Contractor will check hospital information twice per self-pay account(if necessary)to
obtain/verify patient insurance and contact information.
11. Contractor shall conduct any follow-up required to obtain the necessary insurance
information to process invoices for payment. Record of telephone calls and contact shall
be maintained and any payment on an account shall be recorded per account.
12. Accept the hard copy or electronic information pertaining to patients' pay or billing
documentation from FIRE-RESCUE DEPARTMENT for all patients transported by FIRE-
RESCUE DEPARTMENT.
13. Patient invoices:All invoices and reporting systems shall be automated.
14. Contractor shall be responsible for all usual and customary costs incurred as a result of
billing and collecting accounts, such as software, credit card processing fees, equipment
and the installation of data and phone lines.
15. Contractor shall maintain and update all billings for ambulance services (accounts) to
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include update of address and telephone numbers obtained through billing and collection
efforts. Report shall be provided as necessary.
16. In the event Contractor received payment for services which are later disallowed(such as
bad checks paid directly to FIRE-RESCUE DEPARTMENT, or adjustments)by FIRE-
RESCUE DEPARTMENT, FIRE-RESCUE DEPARTMENT may offset the amount
disallowed from any payment due Contractor.
17. Contractor shall not add a charge of any kind to a billed account.
18. To the extent necessary to fulfill its billing and collection efforts under the awarded
contract, Contractor is granted limited authority to sign in an administrative capacity on
behalf of FIRE-RESCUE DEPARTMENT the following types of standard forms and
correspondence: probate claim filings; letters to patients and their representatives verifying
that an account is paid in full; form verifying FIRE-RESCUE DEPARTMENT tax exempt
status; and insurance filings and related forms. Contractor has no authority to sign any
document on behalf of FIRE-RESCUE DEPARTMENT,which imposes liability on FIRE-
RESCUE DEPARTMENT.
19. All written billing and collection correspondence must be approved by an FIRE-RESCUE
DEPARTMENT designee. All payments and correspondence shall be directed to the
mailing address designated by FIRE-RESCUE DEPARTMENT.
20. Contractor agrees to negotiate and arrange modified payment schedules for those
individuals unable to pay the full amount when billed.
21. Contractor agrees to refund patient or insurance company refunds within forty-five (45)
days of receipt and agrees to all applicable Florida Statutes.
22. Contractor must provide the City of Miami Beach with a refund request including all
pertinent information relating to refund payments to patients and/or insurance company.
(Contractor to describe procedure in their proposal submittal).
23. Contractor will process all third party reimbursements within one (1)week after receipt of
appropriate billing information from primary payer.
24. Contractor shall not settle any accounts for less than the amount indicated by FIRE-
RESCUE DEPARTMENT without the prior written approval of the FIRE-RESCUE
DEPARTMENT designee.
25. Contractor shall provide copies of remittance advice as required by FIRE-RESCUE
DEPARTMENT.
26. Contractor shall post all payments received directly or electronically within one (1)
business day and process refund requests with the month following an overpayment.
27. Contractor shall maintain proper insurance forms used by third party payers as required or
requested by the patient in either the manual or electronic method. Either way, the
contractor shall include information on where to send payments to FIRE-RESCUE
DEPARTMENT.
28. Contractor shall expeditiously begin the billing and collection process for those Accounts
provided to Contractor by FIRE-RESCUE DEPARTMENT based upon established rates.
The method utilized by Contractor to process the accounts shall be a means approved by
FIRE-RESCUE DEPARTMENT Contract Administrator.
29. Contractor shall be responsible for contacting the sender of monies when there is
insufficient information to identify which account the payment is being applied to. FIRE-
RESCUE DEPARTMENT shall not be required to pay Contractor any collection fees on
account until the corresponding account number can be identified.
30. Contractor shall reconcile the number of transports collected with those transmitted to
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Contractor and contact a FIRE-RESCUE DEPARTMENT designee to report any
discrepancies.
31. If this Agreement is terminated, all accounts will be returned to FIRE-RESCUE
DEPARTMENT regardless of payments made on account or arrangement made. Upon
termination,
Contractor will inform any billed account with whom they are dealing to make future
payments directly to FIRE-RESCUE DEPARTMENT or other firm identified by FIRE-
RESCUE DEPARTMENT.
32. FIRE-RESCUE DEPARTMENT is the owner of all information submitted to the Contractor.
If this Agreement is terminated, all accounts will be returned to FIRE-RESCUE
DEPARTMENT regardless of payments made on account or arrangement made.
33. If this Agreement is terminated contractor agrees to provide a raw flat file containing all
relevant data that would be needed to re-create an EPCR for any purpose. The contractor
agrees to provide the City a one-time column header file w/ a brief description of each
column's data and how it pertains to the formulation necessary to re-create the EPCR for
the purposes mentioned above.
34. Contractor should include sample bill forms and the messages that will be used on each
successive bill mailed, as part of the response. All text, format, and color of printing and
stock are subject to approval by the City of Miami Beach. Billings should be at maximum
intervals of thirty-five (35) days, except for the first invoice that should be rendered within
ten (10)days of service.
35. Contractor shall be required to establish a method to accept and process credit card
payments from patients through an online and a pay-by-phone solution. The City can be
the merchant for the solution but the contractor shall be responsible for all fees associated
with the credit card acceptance solution.
36. Contractor shall provide a process for collecting information from local law enforcement
agencies and gross billable and payments on all incidents involving motor vehicles.
37. Contractor shall show the ability to increase collection rates annually.
38. Contractor shall have a mechanism in place to find a revenue source for all patients
outside of contacting the hospitals.
39. Contractor shall be able to provide litigation services as it may relate to MVA (Motor
Vehicle Accident/PIP Claims) incidents should the need arise. These services will only be
executed based on direction from the City on an as-needed basis.
Medicare and Medicaid Requirements.
1. Contractor shall provide prompt submission of Medicare, Medicaid and insurance claims
within seventy-two (72) hours after receiving a completed EPCR, when all information
necessary to file the claim is present.
2. Contractor will provide Medicare/Medicaid billings in accordance with all Federal, State
and Local laws and Medicare/Medicaid rules and requirements.
3. Contractor shall provide Electronic Claims processing for Medicare and Medicaid and re-
file Medicare, Medicaid or insurance claims, as necessary to obtain payment.
4. Contractor shall be prepared to assess service levels prior to billing and classify services
into levels that meet Medicare and Medicaid transport criteria. These service levels may, in
a limited number of cases, differ from what is indicated on internal documents based upon
interpretation and must be brought to FIRE-RESCUE DEPARTMENT'S attention to
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determine if changes may be necessary.
5. Contractor will provide support for Medicaid or Medicare audits.
6. Contractor shall provide Electronic Claims Processing for Medicare and Medicaid to the
City's lock box.
Compliance with Applicable Federal, State and Local Laws and Requirements.
1. Provide Health Insurance Portability and Accountability Act (HIPAA) privacy practice
requirements to all patients transported in accordance with current regulatory
requirements.
2. Comply with all applicable Federal, State, and local laws as they apply to the services
being provided, such as but not limited to the Federal Debt Collection Practices Law. This
further includes all requirements to maintain confidentiality for all medical and patient
information as related in state and local laws or rules and regulations as well as HIPAA
laws.
3. Contractor shall facilitate proper security of confidential information and proper shredding
of all disposed materials containing such proprietary information in accordance with Florida
Law regarding records retention privacy act.
Customer Service.
1. Respond to all patients' requests and inquiries, either written or verbal, in a TIMELY
manner not to exceed two(2) business days.
2. Agrees to provide and furnish all material and personnel required for the performance of
the Agreement.
3. Contractor shall provide Customer Service Representative(CSRs), available during normal
business hours, which are able to read, write and speak fluently in English, Spanish and
Creole. These CSRs shall be able to assist patients and/or other third party payees in all
billing inquiries in a timely and courteous manner. Customer calls will be facilitated as local
within the County or through a "toll free" exchange, which will be published on all invoices.
Contractor shall respond within three (3) business days to FIRE-RESCUE DEPARTMENT
and patients on requests for information or records. All scripts and protocol for answering
and placing calls shall be agreed upon prior to the commencement of services between
Contractor and FIRE-RESCUE DEPARTMENT. A record of telephone calls and contacts
shall be maintained.
4. Contractor shall be responsible for the mailing of all forms, i.e., HIPAA, customer survey
and related forms. Contractor shall be responsible for all associated costs.
5. Contractor shall respond promptly to all patient requests and inquires, either written or
verbally in a timely and courteous manner. This and all communications should be in a
format that can be tracked by both City and Contractor and shall comply with all applicable
Federal, State and Local laws as such laws apply to the services being provided.
6. Contractor shall provide and furnish all materials and personnel required for the
performance of the Agreement.
7. Contractor shall provide a designated liaison for patient/payer concerns.
8. Contractor shall provide a 1-800 number and 24/7 (365 days) computer help desk support
for the EPCR report writing laptop and desktop hardware, software and its connectivity.
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Document Maintenance.
1. Contractor will maintain any and all documentation records and patient information in a
safe and secure manner that will allow inspection and audit by the City of Miami Beach or
its agents upon proper notification.
2. Any and all data created by FIRE-RESCUE DEPARTMENT and collected by the contractor
is owned by the City of Miami Beach and shall be returned upon request in a format
agreeable to City.
3. Contractor shall provide access to its database and a data dictionary for FIRE-RESCUE
DEPARTMENT to use for report writing capabilities.
Communications with City of Miami Beach Staff.
1. Contractor shall attend meetings with the FIRE-RESCUE DEPARTMENT staff when
requested to review contract operations.
2. Contractor shall participate in a yearly audit conducted by FIRE-RESCUE DEPARTMENT
consistent with Generally Accepted Accounting Principles- GAAP. This audit will cover the
common set of accounting principles, standards and procedures used to compile annual
financial statements.
3. Contractor will notify FIRE-RESCUE DEPARTMENT of any changes in federal, state
or local laws, rules, regulations and codes that affect this subsequent agreement.
4. Contractor shall designate a Program Manager responsible for all matters related to the
Contract, including performance. A toll free number and the name of the Project Manager
shall be provided upon commencement of this Agreement. The Project Manager shall be
available during FIRE-RESCUE DEPARTMENT business hours of 8:30 am to 5:00 pm,
Monday through Friday, and shall respond to FIRE-RESCUE DEPARTMENT within one
(1) hour.
5. Upon request by FIRE-RESCUE DEPARTMENT, a written response shall be provided to
all complaints received by FIRE-RESCUE DEPARTMENT of any alleged actions taken by
Contractor and/or its agents. The response shall be provided by Contactor's Project
Manager and shall be received by FIRE-RESCUE DEPARTMENT within thirteen (13) days
from the date the request is sent to Contractor. The response shall address all questions
and statements made by FIRE-RESCUE DEPARTMENT concerning the alleged actions.
6. Contractor shall provide FIRE-RESCUE DEPARTMENT with a read-only access to
accounts at locations determined by FIRE-RESCUE DEPARTMENT.
7. Contractor shall provide all necessary developing, copying, faxing, mailings, and all other
such related services at no additional cost to FIRE-RESCUE DEPARTMENT.
8. Contractor shall maintain and inform FIRE-RESCUE DEPARTMENT regarding the
following:
1. Records of current fees.
2. Industry approved billing codes.
3. Description files.
4. Current laws applicable to billing of patients for transports.
5. Records of nation-wide and local trends in transport fee schedule
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and inform FIRE-RESCUE DEPARTMENT of any changes.
9. FIRE-RESCUE DEPARTMENT, its staff, consultant, and/or contractors shall have the right
to visit the offices of Contractor and/or its agents periodically for inspection of the facilities
and operations used in the performance of any resultant agreement.
10. For record keeping purposes (not related to billing/collection cycle), Contractor shall retain
all account information for a minimum of three (3)years.
Training for City of Miami Beach Staff.
1. Contractor shall provide training to appropriate FIRE-RESCUE DEPARTMENT personnel
regarding the gathering of necessary information and proper completion of its EPCR laptop
and desktop software.
2. Contractor shah provide minimum annual basic and on-going training to appropriate FIRE-
RESCUE DEPARTMENT personnel regarding HIPAA compliance. Training may be in the
classroom or electronically so long as it is consistent. Certificate must be supplied to
employee upon completion of training.
3. Contractor shall provide a series of training programs at locations designated by the City to
educate field personnel on the proper utilization of its quality control software application
as well as other features available within the reporting software.
4. All training shall be at no charge to the City.
Communications with Miami Beach Serviced Hospitals.
1. Contractor shall agree to maintain a working arrangement with all FIRE-RESCUE
DEPARTMENT-serviced hospitals including Business Associates Agreement/Electronic
Access with hospitals.
2. Contractor shall provide FIRE-RESCUE DEPARTMENT 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.
3. Contractor shall maintain a working arrangement with all of the FIRE-RESCUE
DEPARTMENT serviced hospitals and requests that hospitals provide a copy of patient
fact sheets or be provided with demographic and insurance information.
Electronic Data Transfer.
1. Electronic Data Transfer: Contractor shall be able to receive and send data electronically.
All data being sent to FIRE-RESCUE DEPARTMENT should be transmitted electronically
and shall ensure that such transmissions are in compliance with HIPAA and other federal,
state and local laws, rules, regulations and codes.
2. Contractor will provide rugged mobile computer laptop specified EPCR units as field
computer devices, perform all requisite software installation on such units, as well as
facilitate web browser access from desktop units supplied by FIRE-RESCUE
DEPARTMENT. Installation, access and units will be provided by qualified company
representatives.
3. Contractor will provide support for additional modules that could be added to the system
already installed without significant disruption to service. Should FIRE-RESCUE
DEPARTMENT desire to modify hardware quantities, such changes will require written
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notification.
4. Server maintenance, upgrades and software changes should all be administered
automatically from Contractor's development facility (or alternate location at Contractor's
discretion) and downloaded to field tablets during power up/down sequencing.
5. The Contractor must be able to provide up to fifteen (15) temporary laptop or similar
devices upon request. The temporary units will be utilized for large events or during
periods of peak staffing.
6. The PCR software must be able to verify and capture patient address from a driver's
license or social security number via the cell connection.
7. The Successful Proposer will be required to update all hardware equipment provided to the
City every three(3) years.
EPCR Software and Patient Reporting Capabilities.
Information to be gathered by EPCR software should include the following patient information,
but not be limited to:
1. Incident Address with Zip Code.
2. Social Security Number.
3. Address.
4. Telephone Number.
5. Date of Birth, Weight,Age, Gender and Race.
6. Family Physician.
7. Medicaid State.
8. Medicaid Number.
9. Medicare Number.
10. Medicare Plus Plan Name.
11. Insurance Number.
12. Group Number.
13. Secondary Insurance Number.
14. Secondary Group Number.
15. Guarantor Information.
16. Documentation of patient or guardian release of patient information for billing,
including a digitized patient or guardian signature captured in multiple languages,
and supports hand writing recognition.
17. Supports additional billing inputs (i.e., additional supplies such as foam usage or additional
medications).
18. Information about the medical condition and complaints of the patient including, but not
limited to:
a. Cause of injury.
b. Trauma triage.
c. Patient position information.
d. Medical condition(s)and systems details.
e. Narratives by the care providers regarding the incident.
f. Ability to enter multiplies patients.
19. Unlimited primary and secondary assessment information including, but not limited to:
a. Glasgow Coma Scale(GCS) scoring automatically calculates a total.
b. Revised trauma score, scoring automatically calculates a total.
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c. Pupil size and reaction.
d. Capillary refill.
e. Respiratory assessment.
f. ECG.
g. Ectopy.
h. Blood glucose level.
Skin color.
j. Temperature.
k. Moisture.
Lung sounds.
m. Times of vital signs.
n. Appearance Pulse Grimace Activity Reparations (APGAR) scores (if
applicable).
o. Neurological assessment information.
p. Medical history including, but not limited to:
Prescription medications—with Pick List input.
ii. Allergies.
iii. Pre-existing conditions.
iv. Current conditions.
q. Blood pressure; be able to indicate Palp and Mast.
r. SPAO2.
s. LOC.
t. Pulse Rate; strength and regularity.
u. Allow the user to set either the "within normal limits" or "not assessed"
value to each defined assessment area (body part) by dick of a single
button.
20. All examination of and treatment provided to the patient including, but not limited to:
a. Medical control contact name and time of contact physician.
b. Patient protocol.
c. Method of contact.
d. Airway intervention.
e. Breathing intervention.
f. Circulatory intervention.
g. Intravenous intervention.
h. Input/output therapy.
Provides patient weight conversion to metric for medications.
j. Call summary information, including all patient information entered.
21. Data about the care providers including, but not limited to:
a. Vehicle number.
b. Primary attendant's(Attendant No. 1)name and license number.
c. Attendant No. 2's name and license number.
d. Attendant No. 3's name and license number.
e. Attendant No.4's name and license number.
f. Exposure information, including medic name, time,exposure type,
description, supervisor notified,exposure report completed, loss of work.
22. Prehospital information including, but not limited to:
a. Call times.
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b. Scene location information, including County, zip code, response and
scene.
c. Response districts.
d. Special scene conditions.
23. Patient destination information including, but not limited to:
a. Receiving hospital with State of Florida four-digit identifier code.
b. Reason for selecting a destination selected from pick list.
c. Transport urgency(lights and siren, routine, etc.).
d. Call disposition BLS,ALSI,ALSI I.
a Refusal of care by patient
24. Odometer readings to determine distances including, but not limited to:
a. From ambulance starting point to incident scene.
b. From incident scene to patient destination.
25. Desk top software:
a. Provide the exact same interface and functionality as the mobile software
with the exception of any pen-based, character recognition functionality
that cannot be supported on desktop computers.
b. Software should provide for monitoring of all supplies utilized and give
administration users the ability to access the data through report writing
tools.
Security Controls- User Access Control and Security.
The software should allow for an array of user access control and security that can vary by
module and security level from no access to complete insert/delete/edit capability anywhere in
the software system.
In addition,the system should:
1. Have a hierarchy of security (logon, record, field, function, object, and user-group) to
allow or prevent specified users (or groups of users) to access specified programs at
specified levels of data entry, editing, updating, deleting, and reporting functions.
2. The software should require a valid logon ID and possess two levels of security with
different password levels. One is to be used for system administration and configuration
and the other for field personnel.
3. The system should also provide a complete audit trail of every transaction or modification
executed by each user.
4. System locks, which allow user to 'lock" terminal without shutting system down and
"unlock" terminal with password, allowing users to step away from the terminal
temporarily and prevent unauthorized use.
5. Restrict download of confidential data to high-level security-authorized users to prevent
loss/misuse of confidential data and information.
6. Provide a means to print transaction error/alteration logs as needed and specified,
depending on application.
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7. Automatic timeout or keyboard lock after a defined period of inactivity.
8. List all users logged on to the system at any time, and track this usage by user, date,
time, and station.
9. Log off users after specified number of unsuccessful log on attempts and display
message for user to contact the system administrator.
10. Allow specified intervals for mandatory password changes.
11. Automatically log off users who have logged off improperly.
12. Revoke a user's access upon too many unauthorized logon attempts.
13. Validity test: critical fields can be checked against a format, a formula, or a table to see
that data contained in a field is admissible. Examples: System requires all Advanced Life
Support Calls have two vital signs.
14. Range checks: critical fields can be checked against a table or formula to determine if the
data entered is within a given range of values. Examples: vehicle mileage not to exceed
four digits.
15. Completeness check: critical fields can be checked for a non-empty range and processing
action determined according to a specified table. Example: system will not allow the call
to be closed without the patient name first and last being entered.
16. Real time error checking: error checking described above is done at the time of input and
errors are flagged to operator either by a user understandable message or operation halt
as specified.
17. Time Stamping: All transactions shall be time stamped by the internal clock of the system
and this may be modified in the field and exists for all interventions.
Reports.
Pursuant to the Scope of Services, the Successful Proposer shall perform all services and/or
work necessary to complete the following tasks and/or provide the following items:
1. Contractor to provide the City with monthly reports reflecting all new placements from the
City, all accounts that are currently active with the contractor, the contractor's collection
results, and aging reports reflecting the City's receivable in an aged format.
2. Records/Reports: Contractor will keep full and accurate accounts of services performed
by FIRE-RESCUE DEPARTMENT, billing and collections received and other records
related to the Emergency Medical Transport Billing and Collection Services.
3. Contractor will prepare and provide FIRE-RESCUE DEPARTMENT Administration
monthly reports as required by FIRE-RESCUE DEPARTMENT.
4. Contractor shall provide, on a monthly basis, a copy of all monthly financial activity, billing
and receivable reports, consistent with GMP on the account.
Reports Compilation and Listing.
The Successful Proposer shall maintain a computerized database of all accounts and shall
provide the Department with reports to show management and financial information. The
Successful Proposer at a minimum will provide all reports provided to the Department by the
incumbent. The Department will provide samples of all current reports to the Successful
Proposer. The format of reports required under this contract will be determined by the
Department. In addition to the reports described below, the Successful Proposer shall provide
any custom reports at the request of the Department in a mutually agreeable timeframe at no
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additional cost to the City.
Monthly reporting is produced after month closing and provided to FIRE-RESCUE
DEPARTMENT no later than the 21st of each month. Contractor will generate reports within
twenty-four (24) business hours of receiving and posting the last day of the month's
receivables from the bank. All reporting will be in the manner as requested by FIRE-RESCUE
DEPARTMENT. The following are major reports that Contractor shall produce for FIRE-
RESCUE DEPARTMENT:
1. Collection Statistics—Gross/Net Consumption
Shows overall monthly computation of gross collection percentages providing number of
accounts billed and accounts not billable. The total amounts are summarized.
2. Billing and Collection Statistics— Monthly Summary
Provides a running month summary of charge, aggregate transports by unit, aggregate
percentage collection by unit, adjustments and payments for the closing month period
showing gross and net collection percentages for each period. Summarizes totals for
each type activity and computes average collections for both gross and net. Note: All
payment activity is reflected against the original month billed in order to reflect true
collection percentages.
3. Insurance Report—#of Bills with Outstanding Balance by Class
Provides summary showing by running (billed) month the number of patient bills having
an outstanding balance. Shows balance and number of bills outstanding by class.
4. Collections—by Payer Class, Unit and Geographic Area
Provides a running month summary for the closing month period of collections by Payer
Class (Self-Pay, Medicare, Medicaid and Private insurance), by Unit and by geographic
area. The report also shows for each running month the mix or, percentage (%) of total
collected against that month's billing for each class. Also shows number of accounts
collected by class and percentage(%)of total.
5. Ambulance Unit Report—Gross Billings this Month by Ambulance Unit
Shows all billing (new charges) processed and summarized total billing for period by
transport unit.
6. Accounts Receivable—Summary
Provides summary for period ending of Accounts Receivable showing gross billing,
payments received/processed, reflected write-offs and adjustments, reversals and ending
balance.
7. Account Activity—Monthly Billing Report(Charges)
Shows all billing (new charges) processed alpha sorted by Last Name and summarized
total billing for period.
8. Account Activity—Monthly Payment Report(Receivables)
Provides a batch oriented listing of all payments processed including check number and
type of payment (self-pay, Medicare, Medicaid, private insurance). Report reconciles
against bank deposit and ties back to EOB detail for secondary filing, refund processing
and adjustments.
9. Collections—Summary to Date, Monthly Running
Shows receivables as applied to"original billed month."
10. Monthly Refund Schedule
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Report provided by account detail of associated payments reflecting an overpayment and
necessary refund to be processed.
11. Refund Request
Provides for previous billing month, with a separate sheet per account, requesting refund
on overpayment accounts. This includes all information pertinent to determining refund.
12. Distribution of Charges and Collections
This report will track the charges. payments and financial class mix of all patients for a
given month.
13. Aged Receivable Report
This report will have outstanding invoices sorted by date for current, thirty, sixty, ninety
and over ninety days.This report will provide totals for these categories.
14. Patient Alpha Listing
This report lists all invoices alphabetically by patient name.
15. Monthly Payment Listing
This report lists payments, bad checks, required charge offs, and refunds posted to each
patient's account.
16. Overpayment Reports
This report lists all patients due refunds as a result of overpayment of account.
17. Additional Information
Reports may include any statistical information pertaining to medical calls including but
not limited to - intubation analysis, IV success rates, chief complaint call volumes and
number of cardiac arrests and trauma calls.
Responsibilities of the City of Miami Beach.
1. The City of Miami Beach will comply with all Federal, State and Local laws, rules and
regulations as applicable to the services being contracted.
2. The City of Miami Beach will agree to use the successful firm for all medical billings
exclusively for the service specified herein as long as the contract agreement is in force.
3. The City of Miami Beach will make every effort to obtain the proper billing address for all
billable patients prior to forwarding to the Contractor.
4. The City will pay the Contractor additional fees for any postage increases that may occur
during the contract period. However, this fee will only be the actual cost of increase.
Service Fees.
The Selected Proposer shall perform EMS Billing and collection services on behalf of the
FIRE-RESCUE DEPARTMENT, and shall conform to the following:
1. All monies collected by the Selected Proposer shall be deposited in the designated
lockbox.
2. At the end of each calendar month Selected Proposer shall send an invoice to the
Department with collection details of all Department transports entered in the Selected
Proposer's billing system from the preceding month.
3. The fees shall be based upon contractor performance and expressed as a percentage of
actual collections remitted to the City of Miami Beach. This fee shall be all-inclusive. No
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additional payments shall fall due under this contract except for any refunds due contractor
due to patient overpayment refunds.
4. The Successful Proposer shall be entitled to fees on all collections for billings during
Contract term, up to six (6) months after expiration or termination of Contract. The
Department will be entitled to a refund of fees due to refunds on collections for billings
during Contract term, up to one (1) year after expiration or termination of Contract.
Florida Certified Public Expenditure (CPE) Program.
1. At the request of the City, the Selected Proposer shall provide ongoing consulting/costing
services to enroll and/or maintain the City of Miami Beach in the Florida Certified Public
Expenditure (CPE) Program for Emergency Medical Transportation (PEMT) and the
Intergovernmental Transfer(IGT) PEMT which includes Medicaid managed care transports
revenue programs.
Description of Consulting Services and Revenue Recognition Process
Provide consulting services to enroll The City of Miami Beach in consulting/costing services for both the Florida
Certified Public Expenditures (CPE) Program for Emergency Medical Transportation, and proposed GT
(Intergovernmental Transfer)PEMT which includes Medicaid managed care transports revenue program.
• Drafting application materials and responding to requests for additional information necessary for the
provider to gain approval to participate in the Ambulance Supplemental Payment Programs.
• Preparing a fiscal impact study and presenting results to department/state stakeholders to demonstrate
benefits of a Continuing Public Expenditure ("CPE") Program, Medicaid Managed Care supplemental
payment, and uninsured CPE (if applicable) program to the provider.
• Identifying eligible costs and developing appropriate cost allocation methodologies to report only allowable
costs for providing emergency medical services to Medicaid and,as applicable, uninsured populations.
• Preparing the annual Medicaid cost report for EMS on behalf of provider.
• Conducting analysis of the provider's financial and billing data in order to prepare and submit annual cost
reports, the mechanism for providers to receive additional revenue under Ambulance Supplemental
Payment Programs.
• Providing comprehensive desk review support, including but not limited to conducting reviews of all cost
settlement files, performing detailed analysis of billing reports generated by Medicaid agencies to ensure
that all allowable charges and payments are encompassed in the calculation of the final settlement, and
drafting letters and providing supporting documentation to meet Medicaid requirements and expedite
settlement.
• Performing relevant analysis to determine a viable Medicaid managed care supplemental payment
methodology.
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• Executing Medicaid managed care supplemental payment calculations in adherence with the approved
methodology.
• Determining enhanced supplemental payments realized by provider,as necessary.
• Conducting comparative analysis to identify significant trends in billing and financial data.
• Providing charge master review to ensure that the provider is optimizing charges to drive revenue
generation.
• Meeting with the Florida Agency for Health Care Administration (ARCA) and Client to further develop the
supplemental payments program for both Medicaid managed care and uninsured patient transports.
• Respond to, and represent Client on any AHCA or CMS audit, review or communication regarding any
PEMT cost report prepared by Intermedix and delivered to AHCA on behalf of the Client.
Section 2. Fees
All revenue realized by the City from the Certified Public Expenditure (CPE) Program for Emergency Medical
Services and Medicaid Managed Care Supplemental Payment Program shall be paid in full directly to Client.
Revenue realized as a result of the Certified Public Expenditures (CPE)for Emergency Medical Services (EMS)shall
be determined by the Medicaid cost settlement determined through the Medicaid cost report.
Revenues realized through the Medicaid Managed Care Supplemental Payment Program will be defined through an
additional amendment, if necessary, after the approval of the specific methodology as defined by the Flodda Agency
for Healthcare Administration, and successfully implemented by Intermedix and City. Intermedix will not receive any
compensation until the CPE for Emergency Medical Services settlement or Medicaid Managed Care Supplemental
Payment revenues are received by the City.
Intermedix will invoice and receive revenue upon the receipt of revenue received by City for either initiative, meaning
revenue does not have to be generated for both the CPE for Emergency Medical Services and the Medicaid
Managed Care Supplemental Payment program, rather revenue simply needs to be generated for either initiative to
allow the Intermedix to generate invoices. Intermedix will invoice City based on the final CPE for Emergency Medical
Services settlement or Medicaid Managed Care Supplemental payments within thirty(30) days of receipt of funds by
the City.
City will remit payment to Intermedix within thirty (30) days of invoice receipt.Additional revenues generated for the
uninsured patient population, will also be invoiced within thirty (30) days of receipt of revenues by the City. The
contingency fees to be paid associated with the respective successful implementation and generation of incremental
Medicaid revenues as a result of the CPE for Emergency Medical Services and Medicaid Managed Care
Supplemental Payment programs are in accordance with the percent of City revenues as indicated on the firm's
BAFO Proposal Tender Form.
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EXHIBIT B
PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF MIAMI BEACH
AND ADVANCED DATA PROCESSING, INC. D/B/A INTERMEDIX CORPORATION
CONSULTANT SERVICE ORDER FORMAT
Service Order No._ for Consulting Services.
TO:
DATE:
SCOPE OF SERVICES:
Per attached proposal dated , to be considered part of this Agreement.
Project Name and No:
Estimated calendar days to complete this work: days
Fee for this Service Order: $
The above fee is a Lump Sum or an Upset Limit (check one).
Division Fire Chief Date Intermedix Corporation Date
Deputy Fire Chief Date
City Manager Date
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EXHIBIT C
CONSULTANT FEE SCHEDULE
'See next panel
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EXHIBIT D
ePCR Software Agreement
ESO Solutions, Inc.
fSee next page]
Page 31
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ORDER INSTRUCTIONS
1. Fill in Contact Info Below
Contact Name Email Phone
Primary Business Contact
Invoicing Contact
Legal Contact
Software Administrator
Contact
Privacy/HIPAA Contact
Tax Exempt? YES OR NO If YES,return Exempt Certificate with Agreement
Purchase Order Required? YES OR NO If YES,return PO with Agreement
2. Sign page 8&the last page.
3. Email entire contract to legal@esosolutions.com and your sales representative.
4. Enjoy your ESO Software
Page 32
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MASTER SUBSCRIPTION AND LICENSE AGREEMENT
This Master Subscription and License Agreement(the"Agreement")is entered into as of ("Effective Date"),
by and between ESO Solutions,Inc.,a Texas corporation having its principal place of business at 11500 Alterra Parkway,Suite 100 Austin, IX
78758("ESO")and Miami Beach Fire Department("Customer")having its principal place of business at 2300 Pine Tree Drive Miami Beach,M.
33140.This Agreement consists olthe General Terms&Conditions below and any Addenda(as defined below)executed by the parties,
including any attachments to such Addenda.
The panes have agreed that ESO will provide Customer with certain technology products and/or services and that Customer will pay
to ESO certain fees.Therefore in consideration of the covenants,agreements and promises set forth below,and for other good and valuable
consideration,the receipt and sufficiency of which is hereby acknowledged,the parties,intending to he legally hound,hereby agree as set forth in
the pages that follow_
GENERAL TERMS AND CONDITIONS
1. DEFINITIONS.Capitalized terms not otherwise 1.5. "Documentation" means user guides,
defined in this Agreement shall have the operating manuals, and specifications
meanings below: regarding the Software covered by this
Agreement.
1.1. "Add-On Software" means any
complementary software components or 1.6. "Feedback"refers to any suggestion or
reporting service(s)that ESO makes idea for improving or otherwise modifying
available to customer through its Licensed ESO's products or services.
Software, Interoperability Software or
SaaS. 1.7. "Intellectual Property" means trade
secrets, copyrightable subject matter,
1.2. "Addendum"or"Addenda" means a patents,and patent applications and other
writing addressing an order of a specific proprietary information,activities, and any
set of products or services executed by ideas, concepts, innovations, inventions
authorized representatives of each party. and designs.
An Addendum may be (a)a Software
Schedule(see Exhibit Al—A4), (b)a 1.8. "Interoperability Software" means
Statement of Work, or(c)another writing software-as-a-service that ESO hosts
the parties intend to be incorporated by (directly or indirectly)for Customer to
reference into this Agreement. exchange healthcare data with others.
Some of ESO's Reporting Services may be
1.3. "Customer Data"means data in electronic made available to Customer via the
form managed or stored by ESO,which is Interoperability Software. For the
entered into or transmitted through the avoidance of doubt, Interoperability
Software. Software does not include Add-on
Software, Licensed Software or SaaS.
1.4. "Deliverable" means software, report,or
other work product created pursuant to a 1.9. "Licensed Software"means on premise
Statement of Work. software that ESO provides to Customer
for its reproduction and use. For the
avoidance of doubt, Licensed Software
ESO—MSLA v.20180409
Confidential&Proprietary
Page 854 of 1802
does not include Add-on Software, 1.17. "Support Services" means those services
Interoperability Software or SaaS. described in Exhibit B.
1.10. "Professional Services" means professional 1.18. "User" means any individual who uses the
services that a Statement of Work calls on Software on Customer's behalf or through
ESO to provide. Customer's account or passwords,
whether authorized or not.
1.11. "Protected Health Information" or"PHI"
shall have the meaning set forth in HIPAA. 2. SOFTWARE SCHEDULES. During the Term of
All references herein to PHI shall be this Agreement,Customer may order Software
construed to include electronic PHI, or from ESO by signing a Software Schedule.
ePHI,as that term is defined by HIPAA. Customer's license to Licensed Software and
its subscription to SaaS are set forth below.
1.12. "Reporting Services" means collectively Each such Software Schedule, Exhibits A-1,A-2,
the different programs or tools ESO A-3, and A-4, are incorporated herein by
provides for Customer to generate reference.
compilations of data, including but not
limited to ad-hoc reports,analytics, 3. LICENSE/SUBSCRIPTION TO SOFTWARE
benchmarking or any other reporting tool
provided through the Software. 3.1. Grant of License. In the case of Licensed
Software, during the Term of this
1.13. "SaaS" means software-as-a-service that Agreement ESO hereby grants Customer a
ESO hosts (directly or indirectly)for limited, non-exclusive,non-transferable,
Customer's use. For the avoidance of non-assignable, revocable license to copy
doubt,SaaS does not include Licensed and use the Licensed Software, in such
Software, but does include Add-on quantities as are set forth on the
Software and Interoperability Software. applicable Software Schedule and as
necessary for Customer's internal business
1.14. "Software" means any computer program, purposes; provided that, Customer
programming or modules specified in each complies with the Restrictions on Use
Software Schedule or SOW. For the (Section 3.3) and other limitations and
avoidance of doubt,Add-on Software, obligations contained in this Agreement.
SaaS; Interoperability Software;and Such internal business purposes do not
Licensed Software shall collectively be include reproduction or use by any parent,
referred to as Software. subsidiary, or affiliate of Customer, or any
other third party, and Customer shall not
1.15. "Software Schedule" refers to an permit any such use.
Addendum in which Customer has ordered
either Add-on Software, Licensed 3.2. Grant of Subscription. In the case of SaaS,
Software, Interoperability Software or during the term of this Agreement
SaaS, collectively Software.See Exhibits Al Customer may access and use the SaaS, in
A4. such quantities as are set forth on the
applicable Software Schedule; provided
1.16. "Statement of Work"or"SOW" refers to that,Customer complies with the
an Addendum in which Customer has Restrictions on Use (Section 3.3)and other
ordered Professional Services or a limitations contained in this Agreement.
Deliverable from ESO.
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3.3. Restrictions on Use. Except as provided in ("Third-Party Software"). ESO is licensed
this Agreement or as otherwise authorized to sublicense and distribute Third-Party
by ESO, Customer has no right to: (a) Software.All Third-Party Software falls
decompile, reverse engineer, disassemble, under the scope of this Agreement.
print, copy or display the Software or Moreover, ESO neither accepts liability,
otherwise reduce the Software to a human nor warrants the functionality, reliability or
perceivable form in whole or in part; (b) accuracy of Third-Party Software,including
publish, release, rent, lease, loan,sell, but not limited to third-party mapping
distribute or transfer the Software to applications.
another person or entity; (c) reproduce the
Software for the use or benefit of anyone 4. HOSTING,SLA&SUPPORT SERVICES
other than Customer; (d) alter, modify or
create derivative works based upon the 4.1. Hosting&Management. Customer shall be
Software either in whole or in part; or(e) solely responsible for hosting and
use or permit the use of the Software for managing the Licensed Software. ESO shall
commercial time-sharing arrangements or be responsible for hosting and managing
providing service bureau,data processing, the SaaS.
rental, or other services to any third party.
The rights granted under the provisions of 4.2. Service Level Agreement. No credits shall
this Agreement do not constitute a sale of be given in the event Customer's access to
the Software. ESO retains all right,title, SaaS is delayed, impaired or otherwise
and interest in and to the Software, disrupted (collectively, an "Outage"). If
including without limitation all software such Outage,excluding Scheduled
used to provide the Software and all Downtime(as defined below), results in
graphics, user interfaces, logos and the service level uptime falling below 99%
trademarks reproduced through the for three consecutive months or three
Software,except to the limited extent set months in any rolling twelve-month period
forth in this Agreement.This Agreement (collectively,"Uptime Commitment"),then
does not grant Customer any intellectual Customer shall have the option to
property rights in the Software or any of its immediately terminate this Agreement;
components,except to the limited extent and ESO will refund any prepaid, unearned
that this Agreement specifically sets forth Fees to Customer.This is Customer's sole
Customer's rights to access, use,or copy remedy for ESO's breach of the Uptime
the Software during the Term of this Commitment.
Agreement. Customer recognizes that the
Software and its components are 4.3. Scheduled Downtime. In the event ESO
protected by copyright and other laws. determines that it is necessary to
intentionally interrupt the SaaS or that
3.4. Delivery. In the case of Licensed Software, there is a potential for the SaaS to be
ESO shall provide the Licensed Software to interrupted for the performance of system
Customer through a reasonable system of maintenance (collectively,"Scheduled
electronic download. In the case of SaaS, Downtime"), ESO will use good-faith
ESO shall grant Customer access to SaaS efforts to notify Customer of such
promptly after the Effective Date. Scheduled Downtime at least 72 hours in
advance and will ensure Scheduled
3.5. Third-Party Software.Software may Downtime occurs during non-peak hours
incorporate software and other technology (midnight to 6 a.m. Central Time). In no
owned and controlled by third parties
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event shall Scheduled Downtime taxes of any kind, including sales, use,
constitute a failure of performance by ESO. duty, customs,withholding, property,
value-added,and other similar federal,
4.4. Support and Updates. During the Term of state or local taxes (other than taxes based
this Agreement, ESO shall provide to on ESO's income) related to this
Customer the Support Services, in Agreement.
accordance with Exhibit B. Exhibit B is
incorporated herein by reference. 5.4. Appropriation of Funds. If Customer is a
city, county or other government entity,
5. FEES the parties accept and agree that
Customer has the right to terminate the
5.1. Fees. In consideration of the rights granted Agreement at the end of the Customer's
and except in the event there is a Third- fiscal term for a failure by Customer's
Party Payer(as defined below), Customer governing body to appropriate sufficient
agrees to pay ESO the fees for the funds for the next fiscal year.
Software and/or Professional Services as Notwithstanding the foregoing,this
set forth in the Software Schedule(s)or provision shall not excuse Customer from
SOW(s) (collectively, "Fees").The Fees are past payment obligations or other Fees
non-cancelable and non-refundable. earned and unpaid. Moreover, Customer
Customer shall pay all invoices within agrees to provide ESO reasonable
thirty(30)days of receipt. In the event a documentation evidencing such non-
third-party is paying some or all of the Fees appropriation of funds.
on behalf of Customer("Third-Party
Payer"),the Software Schedule will state 5.5. Audit Rights. ESO may regularly audit
that payment obligation.The parties agree Customer's use of the Software and charge
that Customer may replace the Third-Party Customer a higher annual Fee if
Payer by submitting to ESO written notice Customer's usage has increased beyond
memorializing the change. However, no the tier contracted for in the current
such change shall be made until the then- Software Schedule or otherwise assess
current Term's renewal. Moreover, additional fees (for example, Customer is
Customer is responsible for payment in the uploading more records into the Software
event the Third-Party Payer does not pay than it has previously contracted for)
the Fees and Customer continues using the (collectively, "Overages"). ESO may invoice
Software. For the avoidance of doubt,any for Overages immediately.
such Addenda will become part of this Notwithstanding the foregoing, it is solely
Agreement. Customer's responsibility to report
Overages to ESO in a timely manner.
5.2. Uplift on Renewal. Except in the instance
of Overages(as defined below), Fees for 6. TERM AND TERMINATION
Software,which recur annually, shall
increase by three percent(3%)each year 6.1. Term.The term of this Agreement(the
this Agreement is in effect. "Term")shall commence on the Effective
Date and continue for the period set forth
5.3. Taxes and Fees. This Agreement is in the applicable Software Schedule or,if
exclusive of all taxes and credit card none,for one year.Thereafter,the Term
processing fees, if applicable. Customer is will renew for successive one-year periods,
responsible for and will remit(or will unless either party opts out of such
reimburse ESO upon ESO's request)all renewal by providing at least sixty days'
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written notice before the scheduled Customer any prepaid Fees on a pro-
renewal date.The license period or rata basis to the extent such Fees are
subscription period shall begin on the date attributable to the period after the
specified in the applicable Software termination date.
Schedule, and this Agreement shall
automatically be extended to ensure that 6.4.3.Upon termination of this Agreement
the contract Term is coterminous with the or any Software Schedule,Customer
subscription period or license period, as shall cease all use of the Software
applicable. and delete,destroy or return all
copies of the Documentation and
6.2. Termination for Cause. Either party may Licensed Software in its possession or
terminate this Agreement or any individual control,except as required by law.
Software Schedule for the other party's
material breach by providing written 6.4.4.Termination of this Agreement is
notice.The breaching party shall have without prejudice to any other right
thirty days from receipt to cure such or remedy of the parties and shall
breach to the reasonable satisfaction of not release either party from any
the non-breaching party. liability(a)which at the time of
termination, has already accrued to
6.3. Bankruptcy/Insolvency.This Agreement the other party, (b)which may
and any applicable Software Schedule may accrue in respect of any actor
be terminated immediately upon the omission prior to termination,or(c)
following: (a)the institution of insolvency, from any obligation which is
receivership or bankruptcy proceedings or intended to survive termination.
any other proceedings for the settlement
of debts of the other party; (b)the making 6.5. Delivery of Data. If Customer requests its
of an assignment for the benefit of data within sixty(60) days of expiration or
creditors by the other party;or(c)the termination of this Agreement, ESO will
dissolution of the other party. provide Customer access to Customer Data
in a searchable .pdf format within a
6.4. Effect of Termination. reasonable time frame thereafter. ESO is
under no obligation to retain Customer
6.4.1.If this Agreement or any Software Data more than sixty(60)days after
Schedule is terminated by Customer expiration or termination of this
prior to the expiration of its then- Agreement.
current term,for any reason other
than ESO's breach,Customer agrees 7. REPRESENTATIONS AND WARRANTIES
to immediately remit all unpaid Fees
as set forth on the applicable 7.1. Material Performance of Software. ESO
Software Schedule equal to the Fees warrants and represents that the Software
that will become due during the will materially perform in accordance with
remaining Term. the Documentation provided by ESO, if
any.
6.4.2.If Customer terminates this
Agreement or any Software Schedule 7.2. Warranty of Services. ESO warrants that its
as a result of ESO's breach,then to personnel are adequately trained and
the extent that Customer has prepaid competent to perform Professional
any Fees, ESO shall refund to Services and/or Support Services and that
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each will be performed in a professional five(5) business days; (c)the Software and
and workmanlike manner. Documentation,whether or not
designated confidential;and (d) any other
7.3. Due Authority. Each party's execution, nonpublic, sensitive information
delivery and performance of this reasonably considered a trade secretor
Agreement and each agreement or otherwise confidential. Notwithstanding
instrument contemplated by this the foregoing,Confidential Information
Agreement has been duly authorized by all does not include information that: (i)is in
necessary corporate or government action. the other party's possession at the time of
disclosure; (H) is independently developed
7.4. Customer Cooperation. Customer agrees without use of or reference to Confidential
to reasonably and timely cooperate with Information; (iii) becomes known publicly,
ESO, including but not limited to providing before or after disclosure, other than as a
ESO with reasonable access to its result of a party's improper action or
equipment,software, data and using inaction; (iv) is approved for release in
current operating system(s). writing by the disclosing party; (v) is
required to be disclosed by law;or(vi) PHI,
8. DISCLAIMER OF WARRANTIES. EXCEPT AS which shall be governed by the Business
OTHERWISE PROVIDED IN SECTION 7, ESO Associate Agreement rather than this
HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS Section.
OR IMPLIED, INCLUDING,WITHOUT
LIMITATION,ALL IMPLIED WARRANTIES OF 9.2. Nondisclosure.The parties shall not use
MERCHANTABILITY, FITNESS FOR A Confidential Information for any purpose
PARTICULAR PURPOSE, PERFORMANCE, other than to fulfill the terms of this
SUITABILITY,TITLE, NON-INFRINGEMENT,OR Agreement(the"Purpose"). Each party: (a)
ANY IMPLIED WARRANTY ARISING FROM shall ensure that its employees or
STATUTE,COURSE OF DEALING, COURSE OF contractors are bound by confidentiality
PERFORMANCE,OR USAGE OF TRADE. obligations no less restrictive than those
WITHOUT LIMITING THE GENERALITY OF THE contained herein and (b) shall not disclose
FOREGOING: (a)ESO DOES NOT REPRESENT OR Confidential Information to any other third
WARRANT THAT THE SOFTWARE WILL party without prior written consent from
PERFORM WITHOUT INTERRUPTION OR the disclosing party.Without limiting the
ERROR;AND(b) ESO DOES NOT REPRESENT OR generality of the foregoing,the receiving
WARRANT THAT THE SOFTWARE IS SECURE party shall protect Confidential
FROM HACKING OR OTHER UNAUTHORIZED Information with the same degree of care
INTRUSION OR THAT CUSTOMER DATA WILL it uses to protect its own confidential
REMAIN PRIVATE OR SECURE.CUSTOMER information of similar nature and
THEREFORE ACCEPTS THE SOFTWARE "AS-IS" importance, but with no less than
AND "AS AVAILABLE." reasonable care.A receiving party shall
promptly notify the disclosing party of any
9. CONFIDENTIALITY misuse or misappropriation of Confidential
Information of which it is aware.
9.1. "Confidential Information" refers to the
following items: (a)any document marked 9.3. Disclosure of ESO's Security Policies.
"Confidential"; (b)any information orally Customer acknowledges that any
designated as"Confidential"at the time of information provided by ESO pertaining to
disclosure,provided the disclosing party ESO's security controls, policies,
confirms such designation in writing within procedures,audits,or other information
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concerning ESO's internal security posture protective order.The receiving party shall
are considered Confidential Information reasonably cooperate in this effort. In
and shall be treated by Customer in addition,Customer may disclose the
accordance with the terms and conditions contents of this Agreement solely for the
of this Agreement. purpose of completing its review and
approval processes under its local rules,if
9.4. Injunction. Customer agrees that breach of applicable.
this Section would cause ESO irreparable
injury, for which monetary damages would 10. INSURANCE.Throughout the term of this
not provide adequate compensation, and Agreement, and for a period of at least three
that in addition to any other remedy, ESO (3)years thereafter for any insurance written
will be entitled to injunctive relief against on a claims-made form, ESO shall maintain in
such breach or threatened breach,without effect the insurance coverage described below:
ESO proving actual damage or posting a
bond or other security. 10.1. Commercial general liability insurance with
a minimum of$1 million per occurrence
9.5. Termination& Return. With respect to and $1 million aggregate;
each item of Confidential Information,the
obligations of nondisclosure will terminate 10.2. Commercial automobile liability insurance
three (3)years after the date of disclosure; covering use of all non-owned and hired
provided that, such obligations related to automobiles with a minimum limit of$1
Confidential Information constituting ESO's million for bodily injury and property
trade secrets shall continue so long as such damage liability;
information remains subject to trade
secret protection pursuant to applicable 10.3. Worker's compensation insurance and
law. Upon termination of this Agreement, employer's liability insurance or any
a party shall return all copies of alternative plan or coverage as permitted
Confidential Information to the other or or required by applicable law,with a
certify, in writing,the destruction thereof minimum employer's liability limit of$1
million each accident or disease;and
9.6. Retention of Rights.This Agreement does
not transfer ownership of Confidential 10.4. Computer processor/computer
Information or grant a license thereto. professional liability insurance
("Technology Errors and Omissions')
9.7. Open Records and Other Laws. covering the liability for financial loss due
Notwithstanding anything in this Section to to error,omission or negligence of ESO,
the contrary,the parties expressly and Privacy and Network Security
acknowledge that Confidential Information insurance ("Cyber")covering losses arising
may be disclosed if such Confidential from a disclosure of confidential
Information is required to be disclosed by information,with a combined aggregate
law, a lawful public records request,or amount of$3 million.
judicial order, provided that prior to such
disclosure,written notice of such required 11. INDEMNIFICATION
disclosure shall be given promptly and
without unreasonable delay by the 11.1. IP Infringement. ESO shall defend and
receiving party in order to give the indemnify Customer from any damages,
disclosing party the opportunity to object costs, liabilities, expenses(including
to the disclosure and/or to seek a reasonable and actual attorney's fees)
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("Damages") actually incurred or finally copies of any written documentation
adjudicated as to any third-party claim or regarding the Claim received by the
action alleging that the Software delivered Indemnified Party. The Indemnifying Party
pursuant to this Agreement infringe or shall compromise or defend,at its own
misappropriate any third party's patent, expense and with its own counsel, any
copyright,trade secret,or other such Claim. The Indemnified Party will
intellectual property rights enforceable in have the right, at its option,to participate
the applicable jurisdiction (each an in the settlement or defense of any such
"Indemnified Claim"). If an Indemnified Claim,with its own counsel and at its own
Claim under this Section occurs or if ESO expense; provided, however, that the
determines that an Indemnified Claim is Indemnifying Party will have the right to
likely to occur, ESO shall at its option: (a) control such settlement or defense. The
obtain a right for Customer to continue Indemnifying Party will not enter into any
using such Software; (b) modify such settlement that imposes any liability or
Software to make it a non-infringing obligation on the Indemnified Party
equivalent or(c) replace such Software without the Indemnified Party's prior
with a non-infringing equivalent. If(a), (b), written consent. The parties will
or(c) above are not reasonably available, cooperate in any such settlement or
either party may,at its option,terminate defense and give each other full access to
this Agreement and/or relevant Software all relevant information, at the
Schedule. ESO will refund any pre-paid Indemnifying Party's expense.
Fees on a pro-rata basis for the allegedly
infringing Software provided. 12. LIMITATION OF LIABILITY
Notwithstanding the foregoing, E5O shall
have no obligation hereunder for any claim 12.1. LIMITATION OF DAMAGES. UNDER NO
resulting or arising from (x)Customer's CIRCUMSTANCES SHALL ESO OR
breach of this Agreement; (y) CUSTOMER BE LIABLE FOR ANY
modifications made to the Software that CONSEQUENTIAL, INDIRECT,SPECIAL,
were not performed or provided by or on PUNITIVE OR INCIDENTAL DAMAGES,
behalf of ISO or(z)the combination, INCLUDING CLAIMS FOR DAMAGES FOR
operation or use by Customer or anyone LOST PROFITS,GOODWILL, USE OF
acting on Customers behalf of the MONEY, INTERRUPTED OR IMPAIRED USE
Software in connection with a third-party OF THE SOFTWARE,AVAILABILITY OF
product or service (the combination of DATA,STOPPAGE OF WORK OR
which causes the infringement).This IMPAIRMENT OF OTHER ASSETS.
Section 11 states ESO's sole obligation and
liability, and Customer's sole remedy,for 12.2. LIMITATION OF LIABILITY. WITH THE
potential or actual intellectual property EXCEPTION OF SECTION 12.3 (EXCEPTIONS
infringement by the Software. TO THE LIMITATION OF LIABILITY), ESO'S
MAXIMUM AGGREGATE LIABILITY FOR ALL
11.2. Indemnification Procedures. Upon CLAIMS OF LIABILITY ARISING OUT OF OR
becoming aware of any matter which is IN CONNECTION WITH THIS AGREEMENT,
subject to the provisions of Sections 11.1 SHALL NOT EXCEED THE FEES PAID BY
(a "Claim"),the party seeking CUSTOMER OR ON BEHALF OF CUSTOMER
indemnification (the "Indemnified Party") IN THE CASE OF A THIRD-PARTY PAYER
must give prompt written notice of such UNDER THE APPLICABLE SOFTWARE
Claim to the other party(the SCHEDULE OR SOW GIVING RISE TO THE
"Indemnifying Party"),accompanied by
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CLAIM WITHIN THE PRECEDING 12- 12.5. THIS SECTION 12 SHALL SURVIVE
MONTH PERIOD. EXPIRATION OR TERMINATION OF THE
AGREEMENT.
12.3. EXCEPTIONS TO LIMITATION OF LIABILITY.
NOTWITHSTANDING SECTION 12.2,A 13. CUSTOMER DATA&PRIVACY
PARTY'S LIABILITY FOR CLAIMS INVOLVING
A PARTY'S INDEMNIFICATION 13.1. Ownership of Data&Reports. As between
OBLIGATIONS UNDER SECTION 11,SHALL ESO and Customer, all Customer Data shall
BE LIMITED TO$250,000. IN ADDITION, be owned by Customer.Without limiting
AND NOTWITHSTANDING SECTION 12.2,A the foregoing, ESO will own all right,title
PARTY'S LIABILITY SHALL BE LIMITED TO and interest in all Intellectual Property in
THE AMOUNT OF INSURANCE COVERAGE any aggregated and de-identified reports,
REQUIRED BY SECTION 10 FOR THE summaries, compilations, analysis or other
FOLLOWING TYPES OF CLAIMS: (I) CLAIMS information made available through ESO's
ARISING FROM A PARTY'S GROSS Reporting Services. If subscribed to by
NEGLIGENCE OR WILLFUL MISCONDUCT; Customer, ESO grants to Customer a
AND(II) CLAIMS ARISING FROM A BREACH limited, non-exclusive license to use its
OF CONFIDENTIAL INFORMATION, Reporting Services for Customer's internal
INCLUDING A BREACH OF PROTECTED purposes only during the Term of this
HEALTH INFORMATION. Agreement. No other third party shall rely
on ESO's Reporting Services or the
12.4. THE FOREGOING LIMITATIONS, contents thereof. ESO disclaims all liability
EXCLUSIONS, DISCLAIMERS SHALL APPLY for any damages related thereto.
REGARDLESS OF WHETHER THE CLAIM FOR Customer acknowledges and agrees that
SUCH DAMAGES IS BASED IN CONTRACT, any such license expires upon the
WARRANTY,STRICT LIABILITY, expiration or termination of the applicable
NEGLIGENCE,TORT OR OTHERWISE. Software Schedule granting a license to
INSOFAR AS APPLICABLE LAW PROHIBITS ESO's Reporting Services.
ANY LIMITATION HEREIN,THE PARTIES
AGREE THAT SUCH LIMITATION SHALL BE 13.2. Use of Customer Data. Unless it receives
AUTOMATICALLY MODIFIED, BUT ONLY TO Customer's prior written consent, ESO: (a)
THE EXTENT SO AS TO MAKE THE shall not access, process, or otherwise use
LIMITATION PERMITTED TO THE FULLEST Customer Data; and (b)shall not
EXTENT POSSIBLE UNDER SUCH LAW.THE intentionally grant any third-party access
PARTIES AGREE THAT THE LIMITATIONS to Customer Data, including without
SET FORTH HEREIN ARE AGREED limitation ESO's other customers,except
ALLOCATIONS OF RISK CONSTITUTING IN subcontractors that are subject to a
PART THE CONSIDERATION FOR ESO'S reasonable nondisclosure agreement or
SOFTWARE AND SERVICES TO CUSTOMER, authorized participants in the case of
AND SUCH LIMITATIONS WILL APPLY Interoperability Software. Notwithstanding
NOTWITHSTANDING THE FAILURE OF THE the foregoing, ESO may use and disclose
ESSENTIAL PURPOSES OF ANY LIMITED Customer Data to fulfill its obligations
REMEDY AND EVEN IF A PARTY HAS BEEN under this Agreement or as required by
ADVISED OF THE POSSIBILITY OF SUCH applicable law or by proper legal or
LIABILITIES. governmental authority. ESO shall give
Customer prompt notice of any such legal
or governmental demand and reasonably
cooperate with Customer in any effort to
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seek a protective order or otherwise to copyrights,and trademarks), as well as
contest such required disclosure,at title to any copy of software made by or
Customer's expense. for Customer(if applicable). Customer
hereby explicitly acknowledges and agrees
13.3. Anonymized Data. Notwithstanding any that nothing in this Agreement or a
provision herein, ESO may use, reproduce, separate SOW gives the Customer any
license,or otherwise exploit Anonymized right,title, or interest to the intellectual
Data; provided that Anonymized Data does property or proprietary know-how of the
not contain and is not PHI. ("Anonymized Deliverables.
Data" refers to Customer Data with the
following removed: personally identifiable 15. GOVERNMENT PROVISIONS
information and the names and addresses
of Customer and any of its Users and/or 15.1. Compliance with Laws. Both parties shall
Customer's clients.) comply with and give all notices required
by all applicable federal,state and local
13.4. Risk of Exposure.Customer recognizes and laws,ordinances, rules, regulations and
agrees that hosting data online involves lawful orders of any public authority
risks of unauthorized disclosure and that, bearing on the performance of this
in accessing and using the SaaS, Customer Agreement.
assumes such risks. Customer has sole
responsibility for obtaining, maintaining, 15.2. Business Associate Addendum.The parties
and securing its connections to the agree to the terms of the Business
Internet. ESO makes no representations to Associate Addendum attached hereto as
Customer regarding the reliability, Exhibit C and incorporated herein by
performance or security of any network or reference.
provider.
15.3. Equal Opportunity.The parties shall abide
14. FEEDBACK RIGHTS&WORK PRODUCT by the requirements of 41 CFR 60-1.4(a),
60-300.5(a) and 60-741.5(a), and the
14.1. Feedback Rights. ESO does not agree to posting requirements of 29 CFR Part 471,
treat as confidential any Feedback that appendix A to subpart A, if applicable.
Customer provides to ES0. Nothing in this These regulations prohibit discrimination
Agreement will restrict ESO's right to use, against qualified individuals based on their
profit from,disclose, publish, keep secret, status as protected veterans or individuals
or otherwise exploit Feedback,without with disabilities,and prohibit
compensation or crediting Customer. discrimination against all individuals based
Feedback will not constitute Confidential on their race, color, religion, sex, sexual
Information,even if it would otherwise orientation, gender identity or national
qualify as such pursuant to Section 9 origin.
(Confidential Information).
15.4. Excluded Parties List. ESO agrees to
14.2. Work Product Ownership. In the event immediately report to Customer if an
Customer hires ESO to perform employee or contractor is listed by a
Professional Services, ESO alone shall hold federal agency as debarred,excluded or
all right,title, and interest to all otherwise ineligible for participation in
proprietary and intellectual property rights federally funded health care programs.
of the Deliverables(including,without
limitation, patents,trade secrets, 16. PHI ACCURACY&COMPLETENESS
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16.1. ESO provides the Software to allow its own judgment and due diligence and
Customer(and its respective Users)to expressly disclaims reliance upon any
enter,document,and disclose Customer representations or statement not expressly
Data,and as such, ESO gives no set forth in this Agreement. In the event
representations or guarantees about the the Customer issues a purchase order,
accuracy or completeness of Customer letter or any other document addressing
Data (including PHI) entered, uploaded or the Software or Services to be provided
disclosed through the Software, and performed pursuant to this
Agreement, it is hereby specifically agreed
16.2. Customer is solely responsible for any and understood that any such writing is for
decisions or actions taken involving patient the Customer's internal purposes only, and
care or patient care management,whether that any terms, provisions,and conditions
those decisions or actions were made or contained therein shall in no way modify
taken using information received through this Agreement.
the Software.
17.4. Severability.To the extent permitted by
17. MISCELLANEOUS applicable law,the parties hereby waive
any provision of law that would render any
17.1. Independent Contractors.The parties are clause of this Agreement invalid or
independent contractors. Neither party is otherwise unenforceable in any respect. If
the agent of the other,and neither may a provision of this Agreement is held to be
make commitments on the other's behalf. invalid or otherwise unenforceable,such
The parties agree that no ESO employee or provision will be interpreted to fulfill its
contractor is or will be considered an intended purpose to the maximum extent
employee of Customer. permitted by applicable law, and the
remaining provisions of this Agreement
17.2. Notices. Notices provided under this will continue in full force and effect.
Agreement must be in writing and
delivered by(a) certified mail, return 17.5. Assignment&Successors. Neither party
receipt requested to a party's principal may assign,subcontract, delegate or
place of business as forth in the recitals on otherwise transfer this Agreement or any
page 1 of this Agreement, (b) hand of its rights or obligations hereunder, nor
delivered, (c)facsimile with receipt of a may it contract with third parties to
"Transmission Confirmed" perform any of its obligations hereunder
acknowledgment, (d)e-mail,or(e)delivery except as contemplated in this Agreement,
by a reputable overnight carrier service. In without the other party's prior written
the case of delivery by facsimile ore-mail, consent. Except that either party may,
the notice must be followed by a copy of without the prior consent of the other,
the notice being delivered by a means assign all its rights under this Agreement to
provided in (a), (b)or(e). The notice will (i) a purchaser of all or substantially all
be deemed given on the day the notice is assets related to this Agreement,or(H) a
received. third party participating in a merger,
acquisition,sale of assets or other
17.3. Merger Clause. In entering into this corporate reorganization in which either
Agreement, neither party is relying upon
any representations or statements of the "Charty is in Control");nating(provided y, a
"Change in provided however,
other that are not fully expressed in this that the non-assigning party is given notice
Agreement; rather each party is relying on of the Change in Control.
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17.6. Modifications and Amendments.This 17.10. Survival of Terms. Unless
Agreement may not be amended except otherwise stated,all of ESO's and
through a written agreement signed by Customer's respective obligations,
authorized representatives of each party. representations and warranties under this
Agreement which are not, by the
17.7. Force Majeure. No delay,failure, or expressed terms of this Agreement, fully to
default,other than a failure to pay Fees be performed while this Agreement is in
when due,will constitute a breach of this effect shall survive the termination of this
Agreement to the extent caused by acts of Agreement.
war, terrorism, hurricanes,earthquakes,
other acts of God or of nature,strikes or 17.11. Ambiguous Terms.This Agreement
other labor disputes, riots or other acts of will not be construed against any party by
civil disorder, embargoes, or other causes reason of its preparation.
beyond the performing party's reasonable
control (collectively, "Force Majeure"). In 17.12. Governing Law.This Agreement,
such event, however, the delayed party any related Addenda, and any CLAIM,
must promptly provide the other party DISPUTE,OR CONTROVERSY(WHETHER IN
notice of the Force Majeure.The delayed CONTRACT,TORT,OR OTHERWISE,
party's time for performance will be INCLUDING STATUTORY,CONSUMER
excused for the duration of the Force PROTECTION,COMMON LAW,
Majeure,but if the event last longer than INTENTIONAL TORT AND EQUITABLE
thirty(30)days,the other party may CLAIMS) BETWEEN CUSTOMER AND ESO,
immediately terminate the applicable including their affiliates, contractors,and
Software Schedule. agents,and each of their respective
employees,directors, and officers(a
17.8. Marketing. Customer hereby grants ESO a "Dispute")will be governed by the laws of
license to include Customer's primary logo the State of Texas,without regard to
in any customer list or press release conflicts of law. Notwithstanding the
announcing this Agreement; provided ESO foregoing, in the event Customer is a U.S.
first submits each such press release or city, county, municipality or other U.S.
customer list to Customer and receives governmental entity,then any Dispute will
written approval, which approval shall not be governed by the law of state where
be unreasonably withheld.Goodwill Customer is located,without regard to its
associated with the logo inures solely to conflicts of law.The UN Convention for the
Customer, and ESO shall take no action to International Sale of Goods and the
damage the goodwill associated with the Uniform Computer Information
logo or with Customer. Transactions Act will not apply. In any
Dispute,each party will bear its own
17.9. Waiver& Breach. Neither party will be attorneys'fees and costs and expressly
deemed to have waived any of its rights waives any statutory right to attorneys'
under this Agreement unless it is an fees under 4 38.001 of the Texas Civil
explicit written waiver made by an Practices and Remedies Code.
authorized representative. No waiver of a
breach of this Agreement will constitute a 17.13. Venue.The parties agree that any
waiver of any other breach of this Dispute shall be brought exclusively in the
Agreement. state or federal courts located in Travis
County,Texas.The parties agree to submit
to the personal jurisdiction of such courts.
Page 12
Page 865 of 1802
Notwithstanding the foregoing, in the the Software in, or export such software
event Customer is a U.S. city, county, to,a country subject to a United States
municipality or other U.S.governmental embargo (as of the Effective Date-Cuba,
entity,then any Dispute shall be brought Iran, North Korea,Sudan, and Syria).
exclusively in the state or federal courts
located in the county where Customer is 17.19. Order of Precedence. In the event
located. of any conflict between this Agreement,
Addenda or other attachments
17.14. Bench Trial.The parties agree to incorporated herein, the following order of
waive,to the maximum extent permitted precedence will govern: (1)the General
by law, any right to a jury trial with respect Terms and Conditions; (2)any Business
to any Dispute. Associate Agreement; (3)the applicable
Software Schedule or SOW,with most
17.15. No Class Actions. NEITHER PARTY recent Software Schedule or SOW taking
SHALL BE ENTITLED TO JOIN OR precedence over earlier ones; and (3) any
CONSOLIDATE CLAIMS BY OR AGAINST THE ESO policy posted online,including without
OTHER CUSTOMERS, OR PURSUE ANY limitation its privacy policy.No
CLAIM AS A REPRESENTATIVE OR CLASS amendments incorporated into this
ACTION OR IN A PRIVATE ATTORNEY Agreement after execution of the General
GENERAL CAPACITY. Terms and Conditions will amend such
General Terms and Conditions unless it
17.16. Limitation Period. NEITHER PARTY, specifically states its intent to do so and
shall be liable for any claim brought more cites the section or sections amended.
than 2 years after the cause of action for
such claim first arose. 17.20. Counterparts.This Agreement may
be executed in one or more counterparts.
17.17. Dispute Resolution. Customer and Each counterpart will be an original, and all
ESO will attempt to resolve any Dispute such counterparts will constitute a single
through negotiation or by utilizing a instrument.
mediator agreed to by the parties, rather
than through litigation. Negotiations and 17.21. Signatures. Electronic signatures
mediations will be treated as confidential. on this Agreement or on any Addendum
If the parties are unable to reach a (or copies of signatures sent via electronic
resolution within thirty(30) days of notice means)are the equivalent of handwritten
of the Dispute to the other party,the signatures.
parties may pursue all other courses of
action available at law or in equity.
17.18. Technology Export.Customer shall
not: (a)permit any third party to access or
use the Software in violation of any U.S.
law or regulation; or(b) export any
software provided by ESO or otherwise
remove it from the United States except in
compliance with all applicable U.S. laws
and regulations. Without limiting the
generality of the foregoing,Customer shall
not permit any third party to access or use
Page 13
Page 866 of 1802
IN WITNESS WHEREOF,the parties have executed this Agreement as of the Effective Date.
Customer
ESO Solutions,Inc. _
[Signature] [Signature]
[Primed Name] [Printed Name]
[Title] [Tide]
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Page 867 of 1802
EXHIBIT A-I
SAAS SOFTWARE SCHEDULE
fApplications-ESO EIIR,ESO Fire,ESO I'M)
1. The General Terms &Conditions are incorporated herein by reference.The SaaS subscription
term shall begin fifteen (15) calendar days after the Effective Date("SaaS Subscription Start
Date").Customer shall be deemed to have accepted the SaaS on the SaaS Subscription Start
Date.The parties will make reasonable efforts to ensure that Customer is live on the SaaS as
quickly as possible, and in no event will the SaaS Subscription Start Date be modified for
implementation delays.
2. The following SaaS may be ordered under this Exhibit:
2.1.ESO Electronic Health Record ("EHR")is a SaaS software application for prehospital patient
documentation (http://www.esosolutions.com/software/ehr).
2.2.ESO Personnel Management("PM")is a SaaS software application for tracking personnel
records,training courses and education history
(http://www.esosol utions.com/softwa re/personnel-management).
2.3.ESO Fire is a SaaS software application for NFIRS reporting
(http://www.esosolutions.com/software/fire).
3. Third-Party Payer is responsible for the following products and Fees:
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Page 868 of 1802
Prer
Product Name Product Description Quantity TOW unt
5Cs
D2900
EHR Suite wl QM&Mobile Includes Quality Management Ad Hoc Reports,Analytics,Patient 18000/Calls $225,29000
Tracker.Allows for unlimited users,unlimited mobile applications,live
support,state and federal data reporting,ongoing weekly web training.
software updates and upgrades.
Fee Type:Recurring
EHR Suite wi QM&Mobile ($3,28]]0)
Discount
Fee Type:Recurring
CAD Integration flows for integration of CAD data into EHR mobile and web 18000/Incidents $2,995.00
application.Ongoing maintenance included.Additional fees from your
CAD vendor may apply.
Fee Type:Recuning
CAD Integration Discount ($389.35)
Fee Type.Recurring
Cardiac Monitor Unlimited cardiac monitors,allows for import of cardiac monitor data 18000/Incidents $1,295.00
via local or cloud integration.Ongoing maintenance included.
Fee Type:Recuning
Cardiac Monitor Discount (5Issas)
Fee Type:Recuning
EHR Billing Standard Allows for integration Of discrete oPCR data into third-party billing 18000/Incidents $795.00
Interface software.Ongoing maintenance included.
Fee Type:Recuning
EHR Billing Standard ($795.00)
Interlace Discount
Fee Type:Recurring
EHR Training Daily Rate 3/Day $2,98500
Fee Type:OneTime
EHR Training Travel Costs Onetime fee-covers all travel costs associated with on-site training 1500/Travel Cost $1.500.00
option.
Fee Type:One-Time
HDE-ESO EHR Bi-directional connection for an ESO EHR customer for HOE 1/Incidents $495.00
Connection
Fee Type:Recurring
List Price: $35.355.00
Discounts: ($4,64040)
Tax: $D.00
Total: $30,714.60
4. Customer hereby agrees to timely pay for the following products according to the schedule
below:
N/A
5. All the Fees above will be invoiced by ESO as follows:
5.1.Training and Training Travel Fees shall be invoiced on the Effective Date.
5.2.Du ring the first year, 100%of the recurring Fees shall be invoiced on the Subscription Start
Date.
5.3.During the second year and any renewal years thereafter, 100%of the Fees shall due on the
anniversary of the SaaS Subscription Start Date.
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EXHIBIT B
SUPPORT SERVICES ADDENDUM
1. DEFINITIONS.Capitalized terms not defined below shall have the same meaning as in the
General Terms&Conditions.
1.1."Enhancement" means a modification, addition or new release of the Software that when
added to the Software, materially changes its utility,efficiency,functional capability or
application.
1.2."E-mail Support" means ability to make requests for technical support assistance by e-mail at
any time concerning the use of the then-current release of Software.
1.3."Error" means an error in the Software, which significantly degrades performance of such
Software as compared to ESO's then-published Documentation.
1.4."Error Correction" means the use of reasonable commercial efforts to correct Errors.
1.5."Fix" means the repair or replacement of object code for the Software or Documentation to
remedy an Error.
1.6."Initial Response" means the first contact by a Support Representative after the incident has
been logged and a ticket generated.This may include an automated email response
depending on when the incident is first communicated.
1.7."Management Escalation"means, if the initial Workaround or Fix does not resolve the Error,
notification of management that such Error(s) have been reported and of steps being taken
to correct such Error(s).
1.8."Severity 1 Error" means an Error which renders the Software completely inoperative(e.g.a
User cannot access the Software due to unscheduled downtime or an Outage).
1.9."Severity 2 Error"means an Error in which Software is still operable; however,one or more
significant features or functionality are unavailable(e.g.a User cannot access a core
component of the Software).
1.1."Severity 3 Error" means any other error that does not prevent a User from accessing a
significant feature of the Software (e.g. User is experiencing latency in reports).
1.2."Severity 4 Error" means any error related to Documentation or a Customer Enhancement
request.
1.3."Status Update" means if the initial Workaround or Fix cannot resolve the Error, notification
of the Customer regarding the progress of the Workaround or Fix.
1.4."Online Support" means information available through ESO's website
(www.esosolutions.com),including frequently asked questions and bug reporting via Live
Chat.
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Page 870 of 1802
1.5."Support Representative shall be ESO employee(s)or agent(s)designated to receive Error
notifications from Customer,which Customer's Administrator has been unable to resolve.
1.6."Update" means an update or revision to Software,typically for Error Correction.
1.7."Upgrade"means a new version or release of Software or a particular component of
Software,which improves the functionality or which adds functional capabilities to the
Software and is not included in an Update. Upgrades may include Enhancements.
1.8."Workaround" means a change in the procedures followed or data supplied by Customer to
avoid an Error without substantially impairing Customer's use of the Software.
2. SUPPORT SERVICES.
2.1.Customer will provide at least one administrative employee(the"Administrator"or
"Administrators")who will handle all requests for first-level support from Customer's
employees with respect to the Software.Such support is intended to be the "front line"for
support and information about the Software to Customer's Users. ESO will provide
training,documentation, and materials to the Administrator to enable the Administrator to
provide technical support to Customer's Users. The Administrator will notify a Support
Representative of any Errors that the Administrator cannot resolve and assist ESO in
information gathering.
2.2.ESO will provide Support Services consisting of(a) Error Correction(s); Enhancements,
Updates and Upgrades that ESO, in its discretion, makes generally available to its customers
without additional charge;and (c) E-mail Support,telephone support, and Online Support.
ESO may use multiple forms of communication for purposes of submitting periodic status
reports to Customer,including but not limited to, messages in the Software, messages
appearing upon login to the Software or other means of broadcasting Status Update(s)to
multiple customers affected by the same Error,such as a customer portal.
2.3.ESO's support desk will be staffed with competent technical consultants who are trained in
and thoroughly familiar with the Software and with Customer's applicable configuration.
Telephone support and all communications will be delivered in intelligible English.
2.4.Normal business hours for ESO's support desk are Monday through Friday 7:00 am to 7:00
pm CT.Customer will receive a call back from a Support Representative after-hours for a
Severity 1 Error.
3. ERROR PRIORITY LEVELS.Customer will report all Errors to ESO via e-mail
(support@esosolutions.com)or by telephone(866-766-9471,option 43). ESO shall exercise
commercially reasonable efforts to correct any Error reported by Customer in accordance with
the priority level reasonably assigned to such Error by ESO.
3.1.Severity 1 Error. ESO shall (i) commence Error Correction promptly; (ii) provide an Initial
Response within four hours; (iii)initiate Management Escalation promptly; and (iv) provide
Customer with a Status Update within four hours if ESO cannot resolve the Error within four
hours.
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3.2.Severity 2 Error. ESO shall (i)commence Error Correction promptly; (ii) provide an Initial
Response within eight hours; (iii) initiate Management Escalation within forty-eight hours if
unresolved; and (iv) provide Customer with a Status Update within forty-eight hours if ESO
cannot resolve the Error within forty-eight hours.
3.3.Severity 3 Error. ESO shall (i)commence Error Correction promptly; (li) provide an Initial
Response within three business days; and (iii) provide Customer with a Status Update within
seven calendar days if ESO cannot resolve the Error within seven calendar days.
3.4.Severity 4 Error. ESO shall (i) provide an Initial Response within seven calendar days.
4. CONSULTING SERVICES, If ESO reasonably believes that a problem reported by Customer is not
due to an Error in the Software, ESO will so notify Customer.At that time, Customer may request
ESO to proceed with a root cause analysis at Customer's expense as set forth herein or in a
separate SOW. If ESO agrees to perform the investigation on behalf of Customer,then ESO's
then-current and standard consulting rates will apply for all work performed in connection with
such analysis, plus reasonable related expenses incurred. For the avoidance of doubt,Consulting
Services will include customized report writing by ESO on behalf of Customer.
5. EXCLUSIONS.
5.1.ESO shall have no obligation to perform Error Corrections or otherwise provide support for:
(i)Customer's repairs, maintenance or modifications to the Software (if permitted); (II)
Customer's misapplication or unauthorized use of the Software; (iii) altered or damaged
Software not caused by ESO; (iv)any third-party software; (v) hardware issues; (vi)
Customer's breach of the Agreement;and(vii)any other causes beyond the ESO's
reasonable control.
5.2.ESO shall have no liability for any changes in Customer's hardware or software systems that
may be necessary to use the Software due to a Workaround or Fix.
5.3.ESO is not responsible for any Error Correction unless ESO can replicate such Error on its own
software and hardware or through remote access to Customer's software and hardware.
5.4.Customer is solely responsible for its selection of hardware,and ESO shall not be responsible
the performance of such hardware even if ESO makes recommendations regarding the
same.
6. MISCELLANEOUS.The parties acknowledge that from time-to-time ESO may update its support
processes specifically addressed in this Exhibit and may do so by posting such updates to ESO's
website or otherwise notifying Customer of such updates. Customer will accept updates to ESO's
support procedures and any other terms in this Exhibit; provided however,that they do not
materially decrease the level of Support Services that Customer will receive from ESO.THESE
TERMS AND CONDITIONS DO NOT CONSTITUTE A PRODUCT WARRANTY.THIS EXHIBIT IS AN
ADDITIONAL PART OF THE AGREEMENT AND DOES NOT CHANGE OR SUPERSEDE ANY TERM OF
THE AGREEMENT EXCEPT TO THE EXTENT UNAMBIGUOUSLY CONTRARY THERETO.
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EXHIBIT C
HIPAA BUSINESS ASSOCIATE ADDENDUM
Customer and ESO Solutions,Inc("Business Associate")agree that(I)this IIIPAA Business Associate Addendum is entered
into for the benefit of Customer,which is a covered entity under the Privacy Standards("Covered Entity"7.
Pursuant to the Agreement,Business Associate may perform functions or activities involving the use and/or disclosure of PHI on
behalf of the Covered Entity,and therefore,Business Associate may function as a business associate.Business Associate,therefore,agrees to
the following tenns and conditions set forth in this HIPAA Business Associate Addendum("Addendum').
1. Scope. This Addendum applies to and is hereby automatically incorporated into all present and
future agreements and relationships,whether written,oral or implied, between Covered Entity
and Business Associate, pursuant to which PHI is created, maintained, received or transmitted by
Business Associate from or on behalf of Covered Entity in any form or medium whatsoever.
2. Definitions. For purposes of this Addendum,the terms used herein, unless otherwise defined,
shall have the same meanings as used in the Health Insurance Portability and Accountability Act
of 1996("HIPAA"),or the Health Information Technology for Economic and Clinical Health Act
("HITECH"), and any amendments or implementing regulations,(collectively"HIPAA Rules").
3. Compliance with Applicable Law.The parties acknowledge and agree that, beginning with the
relevant effective date, Business Associate shall comply with its obligations under this Addendum
and with all obligations of a business associate under HIPAA, HITECH,the HIPAA Rules,and other
applicable laws and regulations, as they exist at the time this Addendum is executed and as they
are amended,for so long as this Addendum is in place.
4. Permissible Use and Disclosure of PHI. Business Associate may use and disclose PHI as necessary
to carry out its duties to a Covered Entity pursuant to the terms of the Agreement and as
required by law. Business Associate may also use and disclose PHI (i)for its own proper
management and administration, and (ii)to carry out its legal responsibilities. If Business
Associate discloses Protected Health Information to a third party for either above reason, prior to
making any such disclosure, Business Associate must obtain: (i) reasonable assurances from the
receiving party that such PHI will be held confidential and be disclosed only as required by law or
for the purposes for which it was disclosed to such receiving party;and (ii)an agreement from
such receiving party to immediately notify Business Associate of any known breaches of the
confidentiality of the PHI.
5. Limitations on Use and Disclosure of PHI. Business Associate shall not, and shall ensure that its
directors,officers, employees, subcontractors,and agents do not, use or disclose PHI in any
manner that is not permitted by the Agreement or that would violate Subpart E of 45 C.F.R. 164
("Privacy Rule")if done by a Covered Entity.All uses and disclosures of, and requests by, Business
Associate for PHI are subject to the minimum necessary rule of the Privacy Rule.
6. Required Safeguards to Protect PHI. Business Associate shall use appropriate safeguards, and
comply with Subpart C of 45 C.F.R. Part 164("Security Rule")with respect to electronic PHI,to
prevent the use or disclosure of PHI other than pursuant to the terms and conditions of this
Addendum.
7. Reporting to Covered Entity. Business Associate shall report to the affected Covered Entity
without unreasonable delay: (a) any use or disclosure of PHI not provided for by the Agreement
of which it becomes aware; (b) any breach of unsecured PHI in accordance with 45 C.F.R.Subpart
20
Page 873 of 1802
D of 45 C.F.R. 164("Breach Notification Rule");and (c)any security incident of which it becomes
aware. With regard to Security Incidents caused by or occurring to Business Associate, Business
Associate shall cooperate with the Covered Entity's investigation,analysis, notification and
mitigation activities, and except for Security Incidents caused by Covered Entity,shall be
responsible for reasonable costs incurred by the Covered Entity for those activities.
Notwithstanding the foregoing, Covered Entity acknowledges and shall be deemed to have
received advanced notice from Business Associate that there are routine occurrences of: (i)
unsuccessful attempts to penetrate computer networks or services maintained by Business
Associate;and (ii) immaterial incidents such as"pinging" or"denial of services"attacks.
8. Mitigation of Harmful Effects. Business Associate agrees to mitigate,to the extent practicable,
any harmful effect of a use or disclosure of PHI by Business Associate in violation of the
requirements of the Agreement, including, but not limited to, compliance with any state law or
contractual data breach requirements.
9. Agreements by Third Parties. Business Associate shall enter into an agreement with any
subcontractor of Business Associate that creates, receives, maintains or transmits PHI on behalf
of Business Associate. Pursuant to such agreement,the subcontractor shall agree to be bound by
the same or greater restrictions,conditions,and requirements that apply to Business Associate
under this Addendum with respect to such PHI.
10. Access to PHI.Within five (5) business days of a request by a Covered Entity for access to PHI
about an individual contained in a Designated Record Set, Business Associate shall make available
to the Covered Entity such PHI for so long as such information is maintained by Business
Associate in the Designated Record Set,as required by 45 C.F.R. 164.524. In the event any
individual delivers directly to Business Associate a request for access to PHI, Business Associate
shall within five (5) business days forward such request to the Covered Entity.
11. Amendment of PHI.Within five(5)business days of receipt of a request from a Covered Entity for
the amendment of an individual's PHI or a record regarding an individual contained in a
Designated Record Set(for so long as the PHI is maintained in the Designated Record Set),
Business Associate shall provide such information to the Covered Entity for amendment and
incorporate any such amendments in the PHI as required by 45 C.F.R. 164.526. In the event any
individual delivers directly to Business Associate a request for amendment to PHI, Business
Associate shall within five(5) business days forward such request to the Covered Entity.
12. Documentation of Disclosures. Business Associate agrees to document disclosures of PHI and
information related to such disclosures as would be required for a Covered Entity to respond to a
request by an individual for an accounting of disclosures of PHI in accordance with 45
C.F.R. 164.528 and HITECH.
13. Accounting of Disclosures. Within five (5) business days of notice by a Covered Entity to Business
Associate that it has received a request for an accounting of disclosures of PHI, Business
Associate shall make available to a Covered Entity information to permit the Covered Entity to
respond to the request for an accounting of disclosures of PHI,as required by 45 C.F.R. 164.528
and HITECH.
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14. Other Obligations.To the extent that Business Associate is to carry out one or more of a Covered
Entity's obligations under the Privacy Rule, Business Associate shall comply with such
requirements that apply to the Covered Entity in the performance of such obligations.
15. Judicial and Administrative Proceedings. In the event Business Associate receives a subpoena,
court or administrative order or other discovery request or mandate for release of PHI,the
affected Covered Entity shall have the right to control Business Associate's response to such
request, provided that, such control does not have an adverse impact on Business Associate's
compliance with existing laws. Business Associate shall notify the Covered Entity of the request
as soon as reasonably practicable, but in any event within seven (7)business days of receipt of
such request.
16. Availability of Books and Records. Business Associate hereby agrees to make its internal
practices, books, and records available to the Secretary of the Department of Health and Human
Services for purposes of determining compliance with the HIPAA Rules.
17. Breach of Contract by Business Associate. In addition to any other rights a party may have in the
Agreement, this Addendum or by operation of law or in equity,either party may: i) immediately
terminate the Agreement if the other party has violated a material term of this Addendum; or ii)
at the non-breaching party's option, permit the breaching party to cure or end any such violation
within the time specified by the non-breaching party.The non-breaching party's option to have
cured a breach of this Addendum shall not be construed as a waiver of any other rights the non-
breaching party has in the Agreement,this Addendum or by operation of law or in equity.
18. Effect of Termination of Agreement. Upon the termination of the Agreement or this Addendum
for any reason, Business Associate shall return to a Covered Entity or,at the Covered Entity's
direction, destroy all PHI received from the Covered Entity that Business Associate maintains in
any form, recorded on any medium, or stored in any storage system.This provision shall apply to
PHI that is in the possession of Business Associate,subcontractors,and agents of Business
Associate.Business Associate shall retain no copies of the PHI. Business Associate shall remain
bound by the provisions of this Addendum,even after termination of the Agreement or
Addendum, until such time as all PHI has been returned or otherwise destroyed as provided in
this Section. For the avoidance of doubt,de-identified Customer Data shall not be subject to this
provision.
19. Injunctive Relief. Business Associate stipulates that its unauthorized use or disclosure of PHI
while performing services pursuant to this Addendum would cause irreparable harm to a
Covered Entity,and in such event,the Covered Entity shall be entitled to institute proceedings in
any court of competent jurisdiction to obtain damages and injunctive relief.
20. Owner of PHI. Under no circumstances shall Business Associate be deemed in any respect to be
the owner of any PHI created or received by Business Associate on behalf of a Covered Entity.
21. Data Usage Provision. Business Associate may aggregate and de-identify PHI and/or create
limited data sets for use in research,evaluation and for publication or presentation of patient
care quality improvement practices and outcomes.The Parties understand and agree that such
aggregated and de-identified data is no longer PHI subject to the provisions of HIPAA and agree
that Business Associate may retain such limited data sets indefinitely thereafter. Business
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Associate agrees that it will comply with all terms of this Agreement with respect to the limited
data sets and that it shall not re-identify or attempt to re-identify the information contained in
the limited data set, nor contact any of the individuals whose information is contained in the
limited data set.
22. Safeguards and Appropriate Use of Protected Health Information. Covered Entity is responsible
for implementing appropriate privacy and security safeguards to protect its PHI in compliance
with HIPAA.Without limitation, it is Covered Entity's obligation to:
22.1. Not include PHI in information Covered Entity submits to technical support personnel
through a technical support request or to community support forums. In addition, Business
Associate does not act as, or have the obligations of a Business Associate under the HIPAA
Rules with respect to Customer Data once it is sent to or from Covered Entity outside ESO's
Software over the public Internet; and
22.2. Implement privacy and security safeguards in the systems,applications, and software
Covered Entity controls, configures and connects to ESO's Software.
23. Third Party Rights.The terms of this Addendum do not grant any rights to any parties other than
Business Associate and the Covered Entity.
IN WITNESS WHEREOF,the parties have executed this Agreement as of the Effective Date.
ESO Solutions,Inc. Customer
[Signature] [Signature]
[Printed Name] [Printed Name]
[Title] [Title]
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