HomeMy WebLinkAboutAgreement_General_4/11/2024_EMS Management & Consultants DocuSign Envelope ID:9FDFC592-12514114-A002-3CC46ED5976E
BILLING SERVICES AGREEMENT
THIS BILLING SERVICES AGREEMENT (hereinafter "Agreement"), is entered into this
h day of fi'l 20K between EMS MANAGEMENT&CONSULTANTS,
INC. (hereinafter"I EMSIMC") and TEQUESTA FIRE RESCUE,(hereinafter "Client").
WITNESSETH:
WHEREAS, EMSIMC is an ambulance billing service company with experience in
providing medical billing and collection services to medical transport providers, including
fire and rescue and emergency medical service (EMS) providers,- and
WHEREAS, Client is normally engaged in the business of providing emergency
medical services, and billable medical transportation services-, and
WHEREAS, Client wishes to retain EMSIMC to provide medical billing, collection
and related services as set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual agreements described below
and other good and valuable consideration, the receipt and sufficiency of which are
acknowledged, the parties agree as follows:
1. ENGAGEMENT.
a. During the term of this Agreement, EMSIMC shall provide routine billing, bill
processing and fee collection services reasonably required and customary for service
providers of similar size and situation to Client (the "Revenue Cycle Management
Services" or "RCM Services"). The RCM Services shall include: (1) preparing and
submitting initial and secondary claims and bills for Client to insurers and others
responsible for payment; (2) performing reasonable and diligent routine collection efforts
to secure payments from primary and secondary payers and patients or other entities,
(as EMSIMC, in its sole discretion deems appropriate); (3) issuing up to three patient
statements for all unpaid balances; and (4) referring accounts which have not been
collected during EMSIMC normal billing cycle to an outside collection agency if so directed
by Client.
b. Collectively, the RCM Services that EMSIMC provides to Client shall be
referred to as the "Services".
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2. EMSIMC Responsibilities.
a. EMSIMC will provide the RCM Services in material compliance with all
applicable state and federal laws and regulations.
b. EMSIMC will submit all "Completed Claims" to the applicable third-party
payer. A "Completed Claim" is a claim for emergency medical services and billable
medical transportation services that(i)is received by EMSIMC and supported by an ePCR
record that contains all necessary and accurate information; (ii) has been reviewed and
any identified issues sent to Client for remediation have been rectified; (iii) is for a patient
encounter that has been electronically signed off by Client in the ePCR; (iv) has been
reviewed by Client and deemed ready for billing; and (v) is not subject to a billing hold.
EMSIMC will not have any responsibility for any adverse impact to Client that may result
from any delay of Client in completing claims.
c. Accounts with outstanding balances after the insurance and/or third-party
payer has determined benefits due will be billed by EMSIMC to the patient. EMSIMC will
send up to three patient statements to the patient or responsible party, except as to those
accounts on which an insurance carrier or third-party payer has accepted responsibility
to pay. Once Client has submitted all necessary information, EMSIMC will bill all
uninsured patients directly.
d. Within ten (1 d) business days of the last business day of the month,
EMSIMC will provide to Client a month end report, which shall include an account analysis
report, aging report and accounts receivables reconciliation report for the previous month.
Deposit reports will be provided daily.
e. During the term of this Agreement, EMSIMC shall maintain, provide
appropriate storage and data back-up for all billing records pertaining to the RCM
Services provided by EMSIMC hereunder. Upon at least five (5) business days' prior
written notice, EMSIMC shall make such records accessible to Client during EMSIMC
business hours. Upon termination of this Agreement, trip data pertaining to the RCM
Services shall be returned to Client. Notwithstanding anything to the contrary herein,
Client acknowledges and agrees that EMSIMC is not a custodian of clinical records nor a
clinical records repository. Client is responsible for maintaining all clinical records in
accordance with Section 3(d).
f. EMSIMC shall notify Client of(i)all patient complaints about clinical services
within five (5) business days of receipt; (ii) all patient complaints about billing within ten
(10) business days of receipt; and (iii) all notices of audit, requests for medical records or
other contacts or inquiries out of the normal course of business from representatives of
Medicare, Medicaid or private payers with which Client contracts or any law enforcement
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or government agency ("Payer inquiries")within ten (10)business days of receipt, unless
such agency prohibits EMSIMC from disclosing its inquiry to Client.
g. EMSIMC will reasonably assist Client in responding to Payer Inquiries which
occur in the normal course of Client's business and arise from EMSIMC's provision of the
Services. If EMSIMC, in its sole discretion, determines that (i) Client is excessively
utilizing EMSIMC's assistance in responding to Payer Inquiries, (ii) a Payer Inquiry is
outside the normal course of Client's business; or (iii)a Payer Inquiry does not arise from
the Services provided by EMSIMC, EMSIMC may charge Client, and Client shall pay, for
any assistance provided by EMSIMC at EMSIMC's then current hourly rates.
h. EMSIMC is appointed as the agent of Client under this Agreement solely for
the express purposes of this Agreement relating to billing and receiving payments and
mail, receiving and storing documents, and communicating with hospitals and other
entities to facilitate its duties. EMSIMC will have no authority to pledge credit, contract,
or otherwise act on behalf of Client except as expressly set forth herein.
i. As to all payments received from Medicare, Medicaid and other government
funded programs, the parties specifically acknowledge that EMSIMC will only prepare
claims for Client and will not negotiate checks payable or divert electronic fund transfers
to Client from Medicare, Medicaid or any other government funded program. All Medicare,
Medicaid and any other government funded program payments, including all electronic
fund transfers, will be deposited directly into a bank account designated by Client to
receive such payments and as to such account only Client, through its officers and
directors, shall have access.
j. The Services provided by EMSIMC to Client under this Agreement are
conditioned on Client's fulfillment of the responsibilities set forth in this Agreement.
k. EMSIMC shall have no responsibility to provide any of the following
services.:
i. Determining the accuracy or truthfulness of documentation and
information provided by Client;
ii. Providing services outside the EMSIMC billing system;
iii. Submitting any claim that EMSIMC believes to be inaccurate or
fraudulent; or
iv. Providing any service no-t expressly required of EMSIMC by this
Agreement.
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i. For Client's service dates that occurred prior to the mutually agreed go live
date for the Services, Client agrees and understands that EMSIMC is not responsible for
any services including, but not limited to, submitting claims or managing any denials,
refunds or patient calls. As between Client and EMSIMC, Client is fully responsible for
the proper billing and accounting of any remaining balances related to service dates that
occurred prior to such go live date,
3, RESPONSIBILITIES OF CLIENT. The following responsibilities of Client
are a condition of EMSIMC's services under this Agreement, and EMSIMC shall have no
obligation to provide the Services to the extent that Client has not fulfilled these
responsibilities:
a. Client will pay all amounts owed to EMSIMC under this Agreement.
b. Client will implement standard commercially reasonable actions and
processes as may be requested by EMSIMC from time-to-time to allow EMSIMC to
properly and efficiently provide the RCM Services. These actions and processes include,
but are not limited to, the following:
i. Providing EMSIMC with complete and accurate demographic and
charge information necessary for the processing of professional and/or
technical component billing to third parties and/or patients including,
without limitation, the following: patient identification (name, address,
phone number, birth date, gender); guarantor identification and address;
insurance information; report of services; special claim forms; pre-
authorization numbers; and such additional information as is requested
by EMSIMC;
ii. Providing EMSIMC with complete and accurate medical record
documentation for each incident or patient service rendered for
reimbursement, which is necessary to ensure proper billing and secure
claim payment;
iii. Providing EMSIMC, in a timely manner, with Patient Care Reports
(PCRs) that thoroughly detail the patient's full medical condition at the
time of service and include a chronological narrative of all services and
treatment rendered,
iv. Obtaining authorizations and signatures on all required forms, including
consent to treat, assignment of benefits, release of information and
claims;
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v. Obtaining or executing all forms or documentation required by Medicare,
Medicaid, CHAMPUS, and any other payer or insurance carriers to allow
EMSIMC to carry out its billing and other duties under this Agreement;
and
vi. Implementing reasonable and customary charges for complete,
compliant billing.
c. Client represents and warrants that the PCR and any and all associated
medical records, forms and certification statements provided to EMSIMC are true and
accurate and contain only factual information observed and documented by the attending
field technician during the course of the treatment and transport.
d. Client shall maintain Client's own files with all original or source documents,
as required by law, and only provide to EMSIMC copies of such documents. Client
acknowledges that EMSIMC is not the agent of Client for storage of source
documentation.
e. Client will provide EMSIMC with a copy of any existing billing policy manuals
or guidelines, Medicare or Medicaid reports, or any other record or document related to
services or billing of Client's accounts.
f. Client will report to EMSIMC within ten (10) business days of payments
received directly by Client, and promptly notify EMSIMC of any cases requiring special
handling or billing. Client shall advise EMSIMC of any Payer Inquiries within ten (10)
business days of receipt.
g. Client shall ensure that any refunds posted by EMSIMC are actually issued
and paid to the patient, insurer, or other payer as appropriate.
h. Client agrees to provide EMS MC with administrative access to the ePCR
system or similar access in order to run reports and review documents and attachments
to better service Client's account.
i. Client shall provide EMSIMC with access to its facilities and personnel for
the purpose of providing on-site andlor online training to such personnel. Client shall
cooperate with EMSIMC and facilitate any training that EMSIMC wishes to provide.
1- Client shall complete EMSIMC's online training course within 90 days of the
contract start date and all new hires will complete EMSIMC's online documentation
training within 90 days of hire date. Newly developed training materials by EMSIMC
should be mutually agreed upon by the parties to be required training.
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k. Client shall comply with all applicable federal, state, and local laws, rules,
regulations, and other legal requirements that in any way affect this Agreement or the
duties and responsibilities of the parties hereunder_
4. EMSIMC WEB PORTALS.
a. EMSIMC shall provide Client and those individuals appointed by Client
("Users") with access to EMSIMC Web Portals (the "Portals"), which shall be subject to
the applicable Terms of Use found on the Portals. To be appointed as a User, the
individual must be an employee of Client or otherwise approved by Client and EMSIMC.
Client is responsible for all activity of Users and others accessing or using the Portals
through or on behalf of Client including, but not limited to, ensuring that Users do not
share credentials for accessing the Portals. Client is also responsible for (i) identifying
individuals who Client determines should be Users; (ii)determining and notifying EMSIMC
of each User's rights; (iii) monitoring Users' access to and use of the Portals; (iv) acting
upon any suspected or unauthorized access of information through the Portals; (v)
ensuring each user's compliance with this Agreement and the Terms of Use governing
the use of the Portals; and (vi) notifying EMSIMC to deactivate a User account whenever
a Users employment, contract or affiliation with Client is terminated or Client otherwise
desires to suspend or curtail a User's access to and use of the Portals. Client agrees to
follow best practices to ensure compliance with this provision.
b. Client acknowledges that EMSIMC may suspend or terminate any User's
access to the Portals (i) for noncompliance with this Agreement or the applicable Terms
of Use; (ii) if such User poses a threat to the security or integrity of the Portals or
information available therein; (iii) upon termination of Client; or (iv) upon notice of
suspension or termination of such User by Client. Client may suspend or terminate a
User's access to the Portals at any time.
5. COMPENSATION OF EMSIMC.
a. Client shall pay a fee for the Services of EMSIMC hereunder, on a monthly
basis, in an amount equal to 5.25% percent of "filet Collections" and $8.50 per Medicaid
Claim as defined below (the ''RCM Fee"). Net Collections shall mean all cash and check
amounts including electronic fund transfers (EFTs) received by EMSIMC from payers,
patients, attorney's offices, court settlements, collection agencies, government
institutions, debt set-off programs, group health insurance plans. private payments, credit
cards, healthcare facilities or any person or entity submitting funds on a patients account,
or any amounts paid directly to Client with or without the knowledge of EMSIMC that are
paid, tendered, received or collected each month for Client's transports, less refunds
processed or any other necessary adjustments to those amounts.
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b. The RCM Fee is referred to as the "Compensation".
c. EMSIMC shall submit an invoice to Client by the tenth (101h) day of each
month for the Compensation due to EMSIMC for the previous calendar month. The
Compensation amount reflected on the invoice shall be paid in full by the 301h day of the
month in which the invoice is first presented to Client (the "Payment Date"). Such amount
shall be paid without offset unless the calculation of the amount is disputed in good faith,
in which case Client shall pay the undisputed amount and shall provide EMSIMC with
detailed written notice of the basis for the disputed portion no later than the Payment
Date. Any invoices not disputed in writing by the Payment Date shall be deemed
"undisputed" for all purposes of the Agreement. All invoices are to be paid directly from
Client's banking institution to EMSIMC via paper check, direct deposit or ACH draft
initiated by EMSIMC into EMSIMC's bank account.
d. In the event of a material change to applicable law, the billing process
and/or scope of Services provided in this Agreement or a material difference in any of the
patient demographics provided by the Client and set forth in Exhibit A, EMSIMC reserves
the right to negotiate a fee change with Client and amend this Agreement accordingly or
terminate this Agreement.
e. EMSIMC may, in its sole discretion, immediately cease to provide Services
for Client should the outstanding balance owed to EMSIMC become in arrears. Claims
processing will not resume until all outstanding balances are paid in full or arrangements
approved by EMSIMC have been made to wholly resolve any outstanding balances.
6. TERM OF AGREEMENT.
a. This Agreement shall be effective commencing on May 1, 2024, and shall
thereafter continue through April 30, 2027, ("Initial Term"). This Agreement shall be
binding upon the parties hereto and their respective successors, assigns, and
transferees. The Agreement shall automatically renew on the same terms and conditions
as stated herein, for successive one (1) year terms (each a "Renewal Term"), unless
either party gives written notice of intent not to renew at least 60 days before expiration
of any term. Notwithstanding anything herein to the contrary, this Agreement may be
terminated under the provisions provided below. (The Initial Term and any Renewal
Terms are referred to as the "Term".)
b. Termination for Cause. Notwithstanding Section 6(a), either party may
terminate this Agreement if the other party materially breaches this Agreement, unless (i)
the breaching party cures the breach within 10 days following receipt of notice describing
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the breach in reasonable detail, or (ii) with respect to a breach which may not reasonably
be cured within a 10-day period, the breaching party commences, is diligently pursuing
cure of, and cures the breach as soon as practical following receipt of notice describing
the breach in reasonable detail.
c. Immediate Termination. Either party may terminate this Agreement
immediately as a result of the following:
i. Failure of Client to make timely payments due under this Agreement:
ii. Injury to any customer, independent contractor, employee or agent of
the other party hereto arising from the gross negligence or willful
misconduct of a party:
iii. Harassment of any employee or contractor of a party or commitment of
any act by a party which creates an offensive work environment; or
iv. Commitment of any unethical or immoral act which harms the other party
or could have the effect of harming the other party.
V. Failure of either party to perform any obligations as required under this
agreement.
vi_ Error, omission, negligent act, conduct, or misconduct of EMS/MG, its
agents, servants, or employees in the performance of services under
this agreement.
7. RESPONSIBILITIES UPON TERMINATION.
a. Subject to Client's payment of all amounts due hereunder, upon any
termination of this Agreement, and during the period of any notice of termination, EMSIMC
will make available to Client or its authorized) representatives data from the billing system
regarding open accounts in an electronic format, and will otherwise reasonably cooperate
and assist in any transition of the Services to Client. or its successor billing agent. Upon
request, EMSIMC will provide to Client trip data associated with the claims submitted by
EMSIMC on behalf of Client pursuant to this Agreement. EMSIMC shall retain financial
and billing records not tendered or returned to Client on termination hereof for at least ten
(10) years following the date of service.
b. Following termination of this Agreement, for a period of ninety(90) days (the
"Wind Down"), EMSIMC will continue its billing and collection efforts as to those accounts
with dates of services prior to termination, subject to the terms and conditions of this
Agreement including, but not limited to, Section 5_ Client will continue to provide EMSIMC
with copies of checks and payments on those accounts which were filed by EMSIMC
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under this Agreement. EMS IMC shall have no further responsibilities as to such accounts
after the Wind Down; however, EMS�MC shall be entitled to compensation as provided in
Section 5(a) for such amounts filed by EMSIMC, regardless of whether such amounts are
collected by Client during or after the Wind Down period_ During the Wind Down and for
up to twelve months following termination of this Agreement, EMSIMC shall continue to
make the Portals available to Client, subject the applicable Terms of Use.
Notwithstanding the foregoing, in the event EMSIMC terminated this Agreement pursuant
to Sections 6(b) or 6(c), EMSJMC shall have no obligation to provide any Services after
the date of termination.
8. EXCLUSIVITY AND MISCELLANEOUS BILLING POLICIES.
a. During the term of this Agreement, EMSIMC shall be Client's exclusive
provider of the RCM Services. Client may not directly file, submit or invoice for any
medical or medical transportation services rendered while this Agreement is in effect.
b. In addition, Client agrees not to collect or accept payment for services from
any patient unless the service requested does not meet coverage requirements under
any insurance program in which the patient is enrolled or the patient is uninsured.
Payments received directly by Client for these services must be reported to EMSIMC as
provided in Section 3(f) hereof and shall be treated as Net Collections for purposes of
Section 5(a) hereof.
G. In compliance with CMS regulations, Medicare patients will not be charged
by Client a higher rate or amount for identical covered services charged to other insurers
or patients. Accordingly, only one fee schedule shall exist and be used in determining
charges for all patients regardless of insurance coverage.
d_ EMSIMC reserves the right not to submit a claim for reimbursement on any
patient in which the PCR and/or associated medical records are incomplete or appear to
be inaccurate or do not contain enough information to substantiate or justify
reimbursement. This includes missing patient demographic information, insurance
information, Physician Certification Statements (PCS) or any required crew and/or patient
signatures, or otherwise contradictory medical information.
e_ Client shall implement and maintain a working compliance plan
("Compliance Plan") in accordance with the most current guidelines of the U.S.
Department of Health and Human Services ("HHS"). The Compliance Plan must include,
but not be limited to, formal written policies and procedures and standards of conduct.
designation of a compliance officer, quality assurance policy and effective training and
education programs.
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f. In accordance with the HHS Office of Inspector General ('-OIG') Compliance
Program Guidance for Third-Party Medical Billing Companies, EMSJMC is
obligated to report misconduct to the government, if EIVISJMC discovers credible evidence
of Client's continued misconduct or flagrant, fraudulent or abusive conduct. In the event
of such evidence, EMSIMC has the right to (a) refrain from submitting any false or
inappropriate claims, (b) terminate this Agreement and/or (c) report the misconduct to the
appropriate authorities_
9. NON-INTERFERENCE/NON-SOLICITATION OF EMSIMC EMPLOYEES.
Client understands and agrees that the relationship between EMSJMC and each of its
employees constitutes a valuable asset of EMSIMC. Accordingly, Client agrees that both
during the term of this Agreement and for a period beginning on the date of termination
of this Agreement, whatever the reason, and ending three (3) years after the date of
termination of this Agreement (the "Restricted Period"), Client shall not, without
EMS11VIC's prior written consent, directly or indirectly, solicit or recruit for employment;
attempt to solicit or recruit for employment; or attempt to hire or accept as an employee,
consultant, contractor, or otherwise, or accept any work from EMSJMC's employees with
whom Client had material contact during the term of this Agreement; in any position where
Client would receive from such employees the same or similar services that EMSIMC
performed for Client during the term of this, Agreement. Client also agrees during the
Restricted Period not to unlawfully urge, encourage, induce, or attempt to urge;
encourage, or induce any employee of EMSIMC to terminate his or her employment with
EMSIMC. Client has carefully read and considered the provisions of Section 9 hereof,
and having done so, agrees that the restrictions set forth in such section (including, but
not limited to, the time period) are fair and reasonable and are reasonably required for
the protection of the legitimate interests of EMSIMC, its officers, directors, shareholders,
and employees.
10.PRIVACY.
a. Confidentiality. The Parties acknowledge that they will each provide to the
other Confidential Information as part of carrying out the terms of this Agreement.
EMSIMC and Client will be both a Receiving Party and a Disclosing Party at different
times. The Receiving Party agrees that it will not (i) use any such Confidential Information
in any way, except for the exercise of its rights and performance of its obligations under
this Agreement, or (ii) disclose any such Confidential Information to any third party, other
than furnishing such Confidential Information to its employees, consultants, and
subcontractors, who are subject to the safeguards and confidentiality obligations
contained in this Agreement and who require access to the Confidential Information in the
performance of the obligations under this Agreement or as otherwise required under State
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or Federal law. In the event that the Receiving Party is required by applicable law to make
any disclosure of any of the Disclosing Party's Confidential Information, by subpoena,
judicial or administrative order or otherwise, the Receiving Party will first give written
notice of such requirement to the Disclosing Party, and will permit the Disclosing Party to
intervene in any relevant proceedings to protect its interests in the Confidential
Information, and provide full cooperation and assistance to the Disclosing Party in seeking
to obtain such protection, at the Disclosing Party's sole expense. "Confidential
Information" means the provisions of the Agreement (including, but not limited to, the
financial terms herein) and any information disclosed by a Party (the "Disclosing Party")
to the other Party (the "Receiving Party"). Information will not be deemed Confidential
Information hereunder if the Receiving Party can prove by documentary evidence that
such information: (a)was known to the Receiving Party prior to receipt from the Disclosing
Party directly or indirectly from a source other than one having an obligation of
confidentiality to the Disclosing Party; (b) becomes known (independently of disclosure
by the Disclosing Party) to the Receiving Party directly or indirectly from a source other
than one having an obligation of confidentiality to the Disclosing Party; (c) becomes
publicly known or otherwise ceases to be secret or confidential, except through a breach
of this Agreement by the Receiving Party; or (d) is independently developed by the
Receiving Party without the use of any Confidential Information of the Disclosing Party.
b. HIPAA Compliance. The parties agree to comply with the Business
Associate Addendum, attached hereto and incorporated by reference herein as
Attachment 1 . documenting the assurances and other requirements respecting the use
and disclosure of Protected Health Information. It is Client's responsibility to ensure that
it obtains all appropriate and necessary authorizations and consents to use or disclose
any individually identifiable health information in compliance with all federal and state
privacy laws, rules and regulations, including but not limited to the Health Insurance
Portability and Accountability Act. In the event that this Agreement is, or activities
permitted or required by this Agreement are, inconsistent with or do not satisfy the
requirements of any applicable privacy or security law, rule or regulation, the parties shall
take any reasonably necessary action to remedy such inconsistency.
11.DISCLAIMERS, LIMITATIONS OF LIABILITY AND DISPUTE RESOLUTION
a. Each Party acknowledges that the liability limitations and warranty
disclaimers in the Agreement are independent of any remedies hereunder and shall apply
regardless of whether any remedy fails of its essential purpose. Client acknowledges that
the limitations of liability set forth in this Agreement are integral to the amount of
consideration offered and charged in connection with the Services and that, were
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EMSIMC to assume any further liability other than as provided in the Agreement, such
consideration would of necessity be set substantially higher.
b. EMSJ(1v1C and Client acknowledge and agree that despite their best efforts,
billing errors may occur from time to time. Each party will promptly notify the other party
of the discovery of a billing error. EMSIMC's sole obligation in the event of a billing error
will be to correct the error by making appropriate changes to the information in its system,
posting a refund if appropriate, and re-billing the underlying claim if permissible.
c. Except for any express warranty provided herein or in the applicable exhibit,
the services are provided on an "as is," "as available" basis. Client agrees that use of the
services is at client's sole risk; and, to the maximum extent permitted by law, EMSIMC
expressly disclaims any and all other express or implied warranties with respect to the
services including, but not limited to, warranties of merchantability, fitness for a particular
purpose, title, non-infringement or warranties alleged to arise as a result of custom and
usage.
d. A "Claim" is defined as any claim or other matter in dispute between
EMSIMC and Client that arises from or relates in any way to this Agreement or to the
Services, or data provided by EMSIMC hereunder. regardless of whether such claim or
matter is denominated as a contract claim, tort claim, warranty claim, indemnity claim,
statutory claim, arbitration demand, or otherwise.
e. To the fullest extent allowed by law, the total liability of EMSIMC to Client
regarding any and all Claims shall be capped at, and shall in no event exceed, the total
fees paid by Client to EMSIMC under this Agreement in the twelve (12) months prior to
the event giving rise to the Claim (the "Liability Cap"). All amounts that may be potentially
awarded against EMSIMC in connection with a Claim are included in and subject to the
Liability Cap and shall not cause the Liability Cap to be exceeded, including, without
limitation, all direct compensatory damages, interest, costs. expenses, and attorneys'
fees. Provided, however. that nothing in the foregoing shall be construed as an admission
of liability by EMSIMC in any amount or as a waiver or compromise of any other defense
that may be available to EMSIMC regarding any Claim.
f. To the fullest extent allowed by law, and notwithstanding any statute of
limitations, statute of repose, or other legal time limit to the contrary, no Claim shall be
brought by Client against EMSIMC after the earlier of the following to occur (the "Claim
Time Limit"): (i)the time period for bringing an action under any applicable state or federal
statute of limitations; one (1) year after the date upon which Client discovered, or should
have discovered, the facts giving rise to an alleged claim; or (ii) two (2) years after the
first act or omission giving rise to an alleged claim. Any Claim not brought within the
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Claim Time Limit is waived. The Claim Time Limit applies, without limitation, to any Claim
brought in arbitration under the arbitration clause below, and shall be deemed to have
been satisfied if an arbitration demand asserting such Claim is received by the American
Arbitration Association (or other arbitration administrator as may be mutually agreed on
by EMSIMC and Client) within the Claim Time Limit. Notwithstanding the foregoing, if a
Claim has been asserted in arbitration within the Claim Time Limit, a proceeding in court
to confirm, enforce, vacate, modify, correct, or amend an arbitration award resulting from
such arbitration may be brought outside the Claim Time Limit as long as it is brought
within the time period required by applicable law.
g_ Client agrees that any Claim Client may have against EMSIMC, including
EMSIMC's past or present employees or agents, shall be brought individually and Client
shall not join such Claim with claims of any other person or entity or bring, join or
participate in a class action against EMSIMC.
h. To the fullest extent allowed by law, EMSIMC and Client waive claims
against each other for consequential. indirect, incidental, special, punitive, exemplary,
and treble damages, and for any other damages in excess of direct, compensatory
damages including, but not limited to, loss of profits, loss of data, or loss of business,
regardless of whether such claim or matter is denominated as a contract claim, tort claim.
warranty claim, indemnity claim, statutory claim, arbitration demand, or otherwise, even
if a party has been apprised of the possibility or likelihood of such damages occurring (the
"Non-Direct Damages Waiver")_
i. Subject to the Liability Cap, the Claim Time Limit and the Non-Direct
Damages Waiver, EMSIMC agrees to indemnify, hold harmless, and defend Client, with
reasonably acceptable counsel, from and against any fines, penalties, damages, and
judgments that Client becomes legally obligated to pay to a third party proximately caused
by EMSIMC's gross negligence or willful misconduct. Provided, however, that this
indemnity is subject to the following further conditions and limitations: (i) Client must
provide prompt written notice to EMSIMC of the matter for which indemnity is or may be
sought, within such time that no right of EMSIMC is prejudiced, and in no event no later
than thirty (30) days after Client first becomes aware of the facts that give rise or may
give rise to a right of indemnity; (ii) Client must allow EMSIMC the opportunity to direct
and control the defense and handling of the matter for which indemnity is or may be
sought; (iii) Client must not agree to any settlement or other voluntary resolution of a
matter for which indemnity is or may be sought without EMSIMC's express consent; and
(iv) Client shall not seek or be entitled to indemnify for amounts that Client reimburses or
refunds to Medicaid, Medicare, any governmental entity, any insurer, or any other payer
as a result of medical services or medical transportation services for which Client should
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DocuSign Envelope ID.9FDFC592-1251-4114-A042-3CC46ED5976E
not have received payment in the first place under applicable rules, regulations, standards
and policies. Client waives all rights of indemnity against EMS IMC not in accordance with
this subsection-
J. All Claims between EMSIMC and Client shall be resolved by binding
arbitration under the Commercial Arbitration Rules of the American Arbitration
Association then in effect, except that either party may, at that party's option, seek
appropriate equitable relief in any court having jurisdiction. The hearing in such arbitration
proceeding shall take place in Palm Beach County, Florida, or in such other location as
may be mutually agreed on by EMSJIVIC and Client. The arbitrator in such proceeding, or
if more than one arbitrator. each arbitrator, shall be an attorney with at least fifteen (15)
years of experience in commercial litigation or in health care law The arbitrator(s) shall
have no authority to enter an award against EPv1SJMC that: (i) exceeds the Liability Cap;
(ii) is based on a Claim brought after the Claim Time Limit; (iii) includes any damages
waived by the Non-Direct Damages Waiver: or (iv) is otherwise in contravention of this
Agreement. An award entered by the arbitrator(s) shall be enforceable in the United
States District Court For Palm Beach County, Florida or in any other court having
jurisdiction.
k_ In any arbitration proceeding or permitted court proceeding regarding any
Claim, the prevailing party shall be entitled to recover from the non-prevailing party the
reasonable costs and expenses incurred by the prevailing party in connection with such
proceeding, including, without limitation, the reasonable attorneys' fees, arbitration or
court filing fees, arbitrator compensation, expert witness charges, court reporter charges,
and document reproduction charges incurred by the prevailing party. Which party is the
prevailing party shall be determined in light of the surrounding circumstances, such as
comparing the relief requested with that awarded, and shall not be determined simply by
whether one party or the other receives a net monetary recovery in its favor.
12.GENERAL.
a. Status of Parties. Nothing contained in this Agreement shall be construed
as establishing a partnership or joint venture relationship between EMSIMC and Client,
or as establishing an agency relationship beyond EMSJMC's service as a billing and
collection agent of Client under the express terms of this Agreement. EMSIMC and its
employees and representatives shall have no legal authority to bind Client.
b. Assignment. Neither this Agreement nor any rights or obligations hereunder
shall be assigned by either party without prior written consent of the other party, except
that this Agreement may be assigned without consent to the survivor in any merger or
14
3ix227K2%9
DocuSign Envelope ID.9FDFC592-1251-4114-AO02-3CC46ED5976E
other business combination including either party, or to the purchaser of all or
substantially all of the assets of either party.
c. Binding Effect, This Agreement shall inure to the benefit of and be binding
upon the parties hereto and their respective successors, assigns (where permitted), and
transferees.
d. Notices. All notices required or permitted by this Agreement shall be in
writing and shall be deemed to have been given: (i) on the day received, if personally
delivered; (ii) on the day received if sent by a recognized overnight delivery service,
according to the courier's record of delivery; and (iii) on the 5th (fifth) calendar day after
the date mailed by certified or registered mail, Such notices shall be addressed as
follows:
Client:
Tequesta Fire Rescue
357 Tequesta Drive
Tequesta, FL 33469
EMSJMC:
EMS Management & Consultants. Inc.
Chief Executive Officer
2540 Empire Drive
Suite 100
Winston-Salem, NC 27103
Either party may change its address for notices under this Agreement by giving
written notice of such change to the other party in accordance with the terms of this
section.
e. Governing Law_ This Agreement and the rights and obligations of the
parties hereunder shall be construed in accordance with and governed by the laws of the
State of Florida, notwithstanding any conflicts of law rules to the contrary.
f. Integration of Terms, This instrument together with all attachments, exhibits
and schedules constitutes the entire agreement between the parties, and supersedes all
prior negotiations, commitments, representations and undertakings of the parties with
respect to its subject matter. Without limiting the foregoing. this Agreement supersedes
and takes precedence over any inconsistent terms contained in any Request for Proposal
("RFP") from Client and any response to that RFP from EMSIMC.
15
31 H227X20
DrcuSign Envelope ID.9FDFC592-12514114-A042-3CC46ED5976E
g. Amendment and Waiver. This Agreement may be amended or modified only
by an instrument signed by all of the parties. A waiver of any provision of this Agreement
must be in writing, designated as such; and signed by the party against whom
enforcement of the waiver is sought. The waiver of a breach of any provision of this
Agreement shall not operate or be construed as a waiver of any subsequent or other
breach thereof.
h. Severability. If any provision of this Agreement shall not be valid for any
reason, such provision shall be entirely severable from, and shall have no effect upon,
the remainder of this Agreement. Any such invalid provision shall be subject to partial
enforcement to the extent necessary to protect the interest of the parties hereto.
i. Force Maieure. With the exception of Client's payment obligation, a Party
will not be in breach or liable for any delay of its performance of this Agreement caused
by natural disasters or other unexpected or unusual circumstances reasonably beyond
its control.
j. Third Party Beneficiaries. There are no third-party beneficiaries to this
Agreement.
k. Counterparts. This Agreement may be executed in multiple counterparts
by a duly authorized representative of each party.
I_ Survival. All terms which by their nature survive termination shall survive
termination or expiration of the Agreement including, but not limited to, Sections 3(c), 3(f)
— (h), 5(a), 5(c), 7, 9 — 12.
m. PUBLIC RECORDS. In accordance with Sec. 119.0701, Florida Statutes.
CONTRACTOR must keep and maintain this Agreement and any other
records associated therewith and that are associated with the performance
of the work described in the Proposal or Bid. Upon request from the Village's
custodian of public records, CONTRACTOR must provide the Village with
copies of requested records, or allow such records to be inspected or
copied, ,within a reasonable time in accordance with access and cost
requirements of Chapter 119, Florida Statutes. A CONTRACTOR who fails
to provide the public records to the Village, or fails to make them available
for inspection or copying, within a reasonable time may be subject to
attorney's fees and costs pursuant to Sec. 119.0701, Florida Statutes, and
other penalties under Sec. 119,10, Florida Statutes. Further.
CONTRACTOR shall ensure that any exempt or confidential records
associated with this Agreement or associated with the performance of the
16
DocuSign Envelope ID,9FDFC592-125'-4114-A002-3CC4SED5976E
work described in the Proposal or Bid are not disclosed except as
authorized by law for the duration of the Agreement term, and following
completion of the Agreement if the CONTRACTOR does not transfer the
records to the Village. Finally, upon completion of the Agreement,
CONTRACTOR shall transfer, at no cost to the Village, all public records in
possession of the CONTRACTOR, or keep and maintain public records
required by the Village_ If the CONTRACTOR transfers all public records to
the Village upon completion of the Agreement, the CONTRACTOR shall
destroy any duplicate public records that are exempt or confidential and
exempt from public records disclosure requirements. If the CONTRACTOR
keeps and maintains public records upon completion of the Agreement, the
CONTRACTOR shall meet all applicable requirements for retaining public
records. Records that are stored electronically must be provided to the
VILLAGE, upon request from the Village's custodian of public records, in a
format that is compatible with the Village's information technology systems.
IF EMSIMC HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO EMSIMC'S DUTY TO
PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT,
CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: (561)
768-0440, OR AT Imcwilliams0-teaues1a.org, OR AT 345 TEQUESTA
DRIVE, TEQUESTA, FL 33469.
n. Pursuant to Article XI I of the Palm Beach County Charter, the Office of the
Inspector General has jurisdiction to investigate municipal matters, review
and audit municipal contracts and other transactions, and make reports
and recommendations to municipal governing bodies based on such
audits, reviews, or investigations. All parties doing business with the Village
shall fully cooperate with the inspector general in the exercise of the
inspector general's functions, authority, and power. The inspector general
has the power to take sworn statements, require the production of records,
and to audit, monitor, investigate and inspect the activities of the Village,
as well as contractors and lobbyists of the Village in order to detect, deter,
prevent, and eradicate fraud, waste, mismanagement, misconduct, and
abuses.
o. "The Village of Tequesta strives to be an inclusive environment. As such,
it is the Village's policy to comply with the requirements of Title II of the
17
DocuSign Envelope ID:9FDFC592-1251-4114-AQ02-3CC46ED5976E
American with Disabilities Act of 1990 ("ADA") by ensuring that the
Contractor's [agreement/bid documents and specifications] are accessible
to individuals with disabilities. To comply with the ADA, the Contractor shall
provide a written statement indicating that all [ agreement /bid documents
and specifications], from Contractor, including files, images, graphics, text,
audio, video, and multimedia, shall be provided in a format that ultimately
conforms to the Level AA Success Criteria and Conformance
Requirements of the Web Content Accessibility Guidelines 2.0 (Dec. 11,
2008) ("WCAG 2.0 Level AX), published by the World Wide Web
Consortium ("W3C"), Web Accessibility Initiative (`iWAI"), available at
www.w3.org/TR/WCAG/."
p. E-Verify. In accordance with Section 448.095, F.S., Contractor acknowledges and
agrees to utilize the U.S. Department of Homeland Security's E-Verify System to
verify the employment eligibility of:
1. All persons employed by the Contractor to perform employment duties within
Florida during the term of the contract; and
2. All persons(including SUBCONTRACTORS)assigned by the Contractor to
perform work pursuant to the contract. The Contractor acknowledges and
agrees that use of the U.S. Department of Iomeland Security's F.-Verify
System during the term of the contract is a condition of the contract with the
Village of Tequesta.
Contractor further agrees to retain sufficient evidence of their enrollment in
the EA'erify System and provide such evidence to the Village of T'equesta
upon request. Sufficient evidence shall consist of a printed copy of the
completed E-Verify Company Profile page. obtained from hops:
�cril��.� �.
Contractor also agrees to obtain from each of its subcontractors/subconsultants
an affidavit stating that the subcontractor'subeonsultant does not employ,
contract with, or subcontract with an Unauthorized Alien, as that term is
defined in Section 44, 8.095(1)(k). F.S.Contractor further agrees to maintain a
copy of any such affidavit from a subcontractorrsubconsultant for, at a
minimum, the duration of the subcontract and any extension thereof.
q. PUBLIC ENTITIES CRIMES ACT: As provided in Sections 287.132-
133, Florida Statutes, by entering into this Agreement or performing any
work in furtherance hereof, the Contractor certifies that it, its affiliates,
suppliers, subcontractors, and consultants who will perform hereunder,
have not been placed on the convicted vendor list maintained by the
State of Florida Department of Management Services within thirty-six
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DocuSign Envelope ID.9FDFC592-1251-4114-,4942-3CC46ED5976E
(36) months immediately preceding the date hereof. This notice is
required by Section 287.133(3)(a), Florida Statutes.
r. DISCRIMINATORY VENDOR'S: In accordance with Section
287,134, Florida Statutes, an entity or affiliate who has been placed on
the Discriminatory Vendor List, kept by the Florida Department of
Management Services, may not submit a bid on a contract to provide
goods or services to a public entity; may not submit a bid on a contract
with a public entity for the construction or repair of a public building or
public work; may not submit bids on leases of real property to a public
entity; may not be awarded or perform work as a contractor, supplier,
subcontractor or consultant under a contract with any public entity; and
may not transact business with any public entity. By entering into this
agreement or performing any work in furtherance hereof, the Contractor
certifies that it, its affiliates, suppliers, subcontractors, and consultants
who will perform hereunder, have not been placed on the discriminatory
vendor lists maintained by the State of Florida Department of
Management Services list. CONTRACTOR certifies that it and its
subcontractors are not on the Scrutinized Companies that Boycott Israel
List and are not engaged in the boycott of Israel. Pursuant to section
287.135, Florida Statutes, the CITY may immediately terminate this
Agreement at its sole option if the CONTRACTOR or any of its
subcontractors are found to have submitted a false certification; or if the
CONTRACTOR or any of its subcontractors are placed on the
Scrutinized Companies that Boycott Israel List or is engaged in the
boycott of Israel during the term of this Agreement. If this Agreement is
for one million dollars or more, the CONTRACTOR certifies that it and its
subcontractors are also not on the Scrutinized Companies with Activities
in Sudan List, Scrutinized Companies with Activities in the Iran Petroleum
Energy Sector List or engaged in business operations in Cuba or Syria
as identified in Section 287.135, Florida Statutes. Pursuant to Section
287.135, the CITY may immediately terminate this Agreement at its sole
option if the CONTRACTOR, or any of its subcontractors are found to
have submitted a false certification; or if the CONTRACTOR or any of its
subcontractors are placed on the Scrutinized Companies with Activities
in Sudan List, or Scrutinized Companies with Activities in the Iran
Petroleum Energy Sector List, or are or have been engaged with
business operations in Cuba or Syria during the term of this Agreement.
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly
executed on the later of the dates set forth below.
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DocuSign Envelope ID:9FDFC592-1251Al14-A042-3CC46ED5976E
Each person whose signature appears hereon represents, warrants and guarantees that
he/she has been duly authorized and has full authority to execute this Agreement on
behalf of the party on whose behalf this Agreement is executed.
EMSIMC: CLIENT:
VI'llape D�- 1 a�JQll-r'
EMS Management & Consultants, Inc.
Doeuftned by
By. a a um By.
Print Name: Jay Gyure Print Name: (J[L-tn P
Title: chief Financial officer Title: A-)Qt4 or
Date: 3/19/2024 Date: L-1 — 15 `0q4
20
DocuSign Envelope ID:9FDFC592-12514114-A042-3CC46ED5976E
/�p°6s's
U+� TEQUESTA FIRE RESCUE (TFR)
.n FORM 25: Business Associate Agreement
�:°�ss�
Business Associate Agreement
Between Covered Entity and Business Associate
This agreement is entered into by and between the Village of Tequesta, Department of Fire
Rescue and [Vendor Name], hereafter referred to as "Business Associate" to set forth the terms
and conditions under which "protected health information" (PHI), as defined by the Health
Insurance Portability and Accountability Act of 1996 (HIPAA) and Regulations enacted
hereunder, created or received by EMS Management & consultants, inc. on behalf of
Village of Tequesta, Department of Fire Rescue may be used or disclosed.
This Agreement shall commence on (MM/DD/YY) 3/19/2024 and the obligations
herein shall continue in effect so long as the Business Associate uses, discloses, creates
or otherwise possesses any protected health information created or received on behalf of
the Village of Tequesta, Department of Fire Rescue and until all protected health
information created or received by the Business Associate on behalf of the Village of
Tequesta, Department of Fire Rescue is destroyed or returned to the Village of Tequesta,
Department of Fire Rescue pursuant to Paragraph 15 herein.
1) The Village of Tequesta, Department of Fire Rescue and the Business Associate hereby
agree that the Business Associate shall be permitted to use and/or disclose protected
health information created or received on behalf of the for the following purposes:
a) Completing and submitting health care claims to health plans, Clearinghouses, and
other third party payer.
b) Collection of fees for the Village of Tequesta, Department of Fire Rescue.
c) Establishing and maintaining Business Management Programs for the Village of
Tequesta, Department of Fire Rescue.
d) Introducing, maintaining, and programming Electronic Medical Record Systems for
the Village of Tequesta, Department of Fire Rescue.
e) Introducing, maintaining, and programming Electronic Medical Record Systems for
the Village of Tequesta, Department of Fire Rescue.
f) Introducing, maintaining, and programming compatible Dictation Systems for the
Village of Tequesta, Department of Fire Rescue.
It is to be understood by all parties that the permitted uses and disclosures must be within
the scope of and necessary to achieve,the obligations and responsibilities of the Business
Associate in performing on behalf of, or providing services to the Village of Tequesta,
Department of Fire Rescue.
2) The Business Associate may use and disclose protected health information created or
received by the Business Associate on behalf of Village of Tequesta, Department of Fire
14411'
DocuSign Envelope Q.9FDFC592-12514114-Ao42-3CC46ED5976E
Rescue if necessary for the proper management and administration of the Business
Associate or to carry out legal responsibilities, provided that any disclosure is:
a) Required by law, or
b) The Business Associate obtains reasonable assurances from the person to whom the
protected health information is disclosed that:
i. The protected health information will be held confidentially and used or further
disclosed only as required by law or for the purpose for which it was disclosed to
the person; and
ii. The Business Associate will be notified of any instances of which the person is
aware in which the confidentiality of the information is breached.
3) The Business Associate hereby agrees to maintain the security and privacy of all protected
health information in a manner consistent with Florida State and Federal Laws and
regulations including the Health Insurance Portability and Accountability Act of 1996
("HIPAA") and regulations hereunder,and all other applicable law.
4) The Business Associate further agrees not to use or disclose protected health information
except as expressly permitted by this Agreement, applicable law, or for the purpose of
managing the Business Associate's own internal business processes consistent with
Paragraph 2 herein.
5) The Business Associate shall not disclose protected health information to any member of
its workforce unless the Business Associate has advised such person (employee) of the
Business Associate's privacy and security obligations and policies under this Agreement,
including the consequences for violation of such obligations. The Business Associate shall
take appropriate disciplinary action against any member of its workforce who uses or
discloses protected health information in violations of this Agreement and applicable law.
6) The Business Associate shall not disclose protected health information created or
received by the Business Associate on behalf of Village of Tequesta, Department of Fire
Rescue to a person, including any agent or subcontractor of Business Associate but not
including a member of Business Associate's own workforce, until such person agrees in
writing to be bound by the provisions of the Agreement and applicable Florida State or
Federal Law.
7) The Business Associate agrees to use appropriate safeguards to prevent use or disclosure
of protected health information not permitted by this Agreement or applicable laws.
8) The Business Associate agrees to maintain a record of all disclosures of protected health
information, including disclosures not made for the purposes of this Agreement. Such
record shall include the date of the disclosure,the name and, if known,the address of the
recipient of the protected health information, the name of the individual who is the
subject of the protected health information, a brief description of the protected health
information disclosed, and the purpose of the disclosure.
145 � t
DocuSign Envelope ID.9FDFC592-12514114-A042-3CC46ED5976E
9) The Business Associate agrees to report to the Village of Tequesta, Department of Fire
Rescue's privacy officer any unauthorized use or disclosure of protected health
information by the Business Associate or its workforce or subcontractors and the
remedial action taken or proposed to be taken with respect to such use or disclosure.
10) The Business Associate agrees to make its internal practices, books, and records relating
to the use and disclosure of protected health information received from the Village of
Tequesta, Department of Fire Rescue or created or received by the Business Associate on
behalf of the Village of Tequesta, Department of Fire Rescue, available to the Secretary
of the United States Department of Health and Human Services, for purposes of
determining the Covered Entity's compliance with HIPAA.
11) Within thirty (30) days of a written request by the Village of Tequesta, Department of Fire
Rescue, the Business Associate shall allow a person who is the subject of protected health
information, such person's regal representative, or the Village of Tequesta, Department
of Fire Rescue to have access to and to copy such person's protected health information
in the format requested by such person, legal representative, or practitioners unless it is
not readily producible in such format, in which case it shall be produced in standard hard
copy format.
12) The Business Associate agrees to amend, pursuant to a request by the Village of Tequesta,
Department of Fire Rescue, protected health information maintained and created or
received by the Business Associate, on behalf of Village of Tequesta, Department of Fire
Rescue. The Business Associate further agrees to complete such amendment within
thirty (30) days of a written request by the Village of Tequesta, Department of Fire
Rescue, and to make such amendment as directed by the Village of Tequesta, Department
of Fire Rescue.
13) In the event the Business Associate fails to perform the obligations under this Agreement,
the Village of Tequesta, Department of Fire Rescue may, at its option:
a) Require the Business Associate to submit a plan of compliance, including monitoring
by the Village of Tequesta, Department of Fire Rescue any reporting by the Business
Associate, as Village of Tequesta, Department of Fire Rescue, in its sole discretion,
determines necessary to maintain compliance with this Agreement and applicable
law. Such plan shall be incorporated into this Agreement by amendment hereto: and
b) Require the Business Associate to mitigate any loss occasioned by the unauthorized
disclosure or use of protected health information.
c) Immediately discontinue providing protected health information to the Business
Associate with or without written notice to the Business Associate.
14) The Village of Tequesta, Fire Rescue Department may immediately terminate this
Agreement and related agreements if the Village of Tequesta, Department of Fire Rescue
determines that the Business Associate has breached a material term of this Agreement.
Alternatively, the Village of Tequesta, Department of Fire Rescue may choose to:
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a) Provide the Business Associate with ten (10) days written notice of the existence of
an alleged material breach; and
b) Afford Business Associate an opportunity to cure said alleged material breach to the
satisfaction of the Village of Tequesta, Department of Fire Rescue within (10) days.
The Business Associate's failure to cure shall be ground for immediate termination of this
agreement. The Village of Tequesta, Department of Fire Rescue remedies under this
Agreement are cumulative,and the exercise of any remedy shall not preclude the exercise
of any other.
15) Upon termination of this Agreement, the Business Associate shall return or destroy all
protected health information received from Village of Tequesta, Department of Fire
Rescue, or created or received by the Business Associate on behalf of the Village of
Tequesta, Department of Fire Rescue and that the Business Associate maintains in any
form, and shall retain no copies of such information. If the parties mutually agree that
return or destruction of protected health information is not feasible, the Business
Associate - shall continue to maintain the security and privacy of such protected health
information in a manner consistent with the obligations of this Agreement and as
required by applicable law, and shall limit further use of the information to those
purposes that make the return or destruction of the information infeasible. The duties
hereunder to maintain the security and privacy of protected health information shall
survive the discontinuance of this Agreement.
16) The Village of Tequesta, Department of Fire Rescue may amend this Agreement by
providing ten (10)days prior written notice to the Business Associate in order to maintain
compliance with Florida State or Federal Law, Such amendment shall be binding upon
the Business Associate at the end of the ten (10) day period and shall not require the
consent of the Business Associate. The Business Associate may elect to discontinue the
Agreement within the ten (10) day period, but the Business Associate duties hereunder
to maintain the security and privacy of protected health information shall survive such
discontinuance. The Village of Tequesta, Department of Fire Rescue and the Business
Associate may otherwise amend this Agreement by mutual written agreement.
17) The Business Associate shall, to the fullest extent permitted by law, protect, defend,
indemnify and hold harmless Village of Tequesta and the Department of Fire Rescue, and
his/her respective employees, directors, and agents ("Indemnities') from and against any
and all losses, costs, claims, penalties,fines, demands, liabilities, legal actions,judgments,
and expenses of every kind (including reasonable attorneys fees, including at trial and on
appeal) asserted or imposed against any Indemnities arising out of the acts or omissions
of the Business Associate or any of the Business Associate's employees, directors or
agents related to the performance or nonperformance of this Agreement.
18) In the event of a conflict between this Business Associate Agreement and Section 14 of
the Master Services Agreement,the provisions of this Business Associate Agreement shall
control.
14.7
DocuSign Envelope ID:9FDFC592-12514114-A002-3CC46ED5976E
On Behalf of the Village of Tequesta Date
Department of Fire Rescue
rj
Oxusd by-
Olt� +pne,5 VM Chief Financial officer 3/19/2024
Business Associate Date
[Vendor Name]
EMS Management & Consultants, Inc.
148
PUBLIC RECORDS. In accordance with Sec. 119.0701, Florida Statutes, CONTRACTOR must keep
and maintain this Agreement and any other records associated therewith and that are associated
with the performance of the work described in the Proposal or Bid. Upon request from the
Village's custodian of public records, CONTRACTOR must provide the Village with copies of
requested records, or allow such records to be inspected or copied, within a reasonable time in
accordance with access and cost requirements of Chapter 119, Florida Statutes. A CONTRACTOR
who fails to provide the public records to the Village, or fails to make them available for
inspection or copying, within a reasonable time may be subject to attorney's fees and costs
pursuant to Sec. 119.0701, Florida Statutes, and other penalties under Sec. 119.10, Florida
Statutes. Further, CONTRACTOR shall ensure that any exempt or confidential records associated
with this Agreement or associated with the performance of the work described in the Proposal
or Bid are not disclosed except as authorized by law for the duration of the Agreement term,and
following completion of the Agreement if the CONTRACTOR does not transfer the records to the
Village. Finally, upon completion of the Agreement, CONTRACTOR shall transfer, at no cost to
the Village, all public records in possession of the CONTRACTOR, or keep and maintain public
records required by the Village. If the CONTRACTOR transfers all public records to the Village
upon completion of the Agreement, the CONTRACTOR shall destroy any duplicate public records
that are exempt or confidential and exempt from public records disclosure requirements. If the
CONTRACTOR keeps and maintains public records upon completion of the Agreement, the
CONTRACTOR shall meet all applicable requirements for retaining public records, Records that
are stored electronically must be provided to the VILLAGE, upon request from the Village's
custodian of public records, in a format that is compatible with the Village's information
technology systems.
IF CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER
119, FLORIDA STATUTES,TO CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS AGREEMENT, PLEASE CONTACT THE VILLAGE CLERK, RECORDS
CUSTODIAN FOR THE VILLAGE, AT (561) 768-0440, OR AT
Imcwilliams@teguesta.org, OR AT 345 TEQUESTA DRIVE, TEQUESTA, FLORIDA
33469.
Pursuant to Article XII of the Palm Beach County Charter,the Office of the Inspector General has
jurisdiction to investigate municipal matters, review and audit municipal contracts and other
transactions, and make reports and recommendations to municipal governing bodies based on
such audits, reviews, or investigations. All parties doing business with the Village shall fully
cooperate with the inspector general in the exercise of the inspector general's functions,
authority, and power. The inspector general has the power to take sworn statements, require
the production of records, and to audit, monitor, investigate and inspect the activities of the
Village, as well as contractors and lobbyists of the Village in order to detect, deter, prevent, and
eradicate fraud, waste, mismanagement, misconduct,and abuses.
"The Village of Tequesta strives to be an inclusive environment. As such, it is the Village's policy
to comply with the requirements of Title II of the American with Disabilities Act of 1990("ADA")
by ensuring that the Contractor's[agreement/bid documents and specifications] are accessible
to individuals with disabilities. To comply with the ADA, the Contractor shall provide a written
statement indicating that all [ agreement/bid documents and specifications], from Contractor,
including files, images,graphics,text,audio,video, and multimedia,shall be provided in a format
that ultimately conforms to the Level AA Success Criteria and Conformance Requirements of the
Web Content Accessibility Guidelines 2.0 (Dec. 11, 2008) ("WCAG 2.0 Level AN% published by
the World Wide Web Consortium ("WK"), Web Accessibility Initiative ("WAI"), available at
www.w3.org/TR/WCAG/."
E-Verify Affidavit
13id/Proposal Number:
Project Description: 3rd Party EMS Billing Services
In accordance with Section 448.095, F.S., Contractor acknowledges and agrees to utilize the U.S.
Department of Homeland Security's E-Verify System to verify the employment eligibility of:
l. All persons employed by the Contractor to perform employment duties within Florida during
the term of the contract;and
2. All persons (including SUBCONTRACTORS) assigned by the Contractor to perform work
pursuant to the contract. The Contractor acknowledges and agrees that use of the U.S.
Department of Homeland Security's E-Verify System during the term of the contract is a
condition of the contract with the Village of Tequesta.
Contractor further agrees to retain sufficient evidence of their enrollment in the E-Verify System and
provide such evidence to the Villagc of Tequesta upon request. Sufficient evidence shall consist of a
printed copy of the completed E-Verify Company Profile page, obtained from https:l.'kV�vw.c-
verifv,L'ov.
Contractor also agrees to obtain from each of its subcontractorsisubconsultants an affidavit stating that
the subcontraetorlsubconsultant does not employ, contract with,or subcontract with an Unauthorized
Alien, as that term is defined in Section 448.095(1)(k), F.S. Contractor further agrees to maintain a
copy of any such affidavit from a subcontractor/subeonsultant for,at a minimum, the duration of the
subcontract and any extension thereof.
By affixing your signature below, you hereby affirm that you will comply with all E-Verify
requirements.
EMS Management&Consultants, Inc. 56-1969494
Company name Federal Employer Identification No.
Date
Jay Gyure Chief Financial Officer _
Print Name Title
STATE OF FLORIDA
PALM BEACH COUNTY
Sworn and subscribed before me by means of physical presence or❑online notarization on this day
of JH�c+-t ,20�by ,+ty YuRe ,who is personally known to me or has produced
_ as identification and who dididid not take an oath, in the state and county
first -c ed ion above.
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