R19-072I
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RESOLUTION NO. R19-0'la
A RESOLUTION OF THE CITY OF BOYNTON BEACH,
FLORIDA, APPROVING AND AUTHORIZING THE
CITY MANAGER TO SIGN AN AGREEMENT WITH
NSURE, INC., TO PROVIDE THE SERVICE OF
LOCATING MISSING OR INCORRECT PATIENT
INSURANCE INFORMATION; AND PROVIDING AND
EFFECTIVE DATE.
WHEREAS, Nsure, Inc., provides a unique service that will enable the EMS billing
division of Fire Recue to obtain insurance information in an efficient and reliable way; and
WHEREAS, with the efforts and information provided by Nsure the EMS billing
division will be able to submit a greater number of ambulance transportation claims for
reimbursement thus increasing the overall revenue for EMS transports; and
WHEREAS, the City Commission of the City of Boynton Beach, Florida, upon
recommendation of staff, has deemed it to be in the best interests of the citizens and residents
of the City of Boynton Beach to authorize the City Manager to sign an Agreement with Nsure,
Inc., to provide the service of locating missing or incorrect patient insurance information.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF
THE CITY OF BOYNTON BEACH, FLORIDA, THAT:
Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed
as being true and correct and are hereby made a specific part of this Resolution upon adoption
hereof.
Section 2. The City Manager is hereby authorized to sign an Agreement with
Nsure, Inc., to provide the service of locating missing or incorrect patient insurance
SACA\RESO\Agreements\Agreement With Nsure (L)cate Patient Insurance) - Reso.Docx
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information , a copy of which Agreement is attached hereto as Exhibit "A."
Section 3. That this Resolution shall become effective immediately upon
passage.
PASSED AND ADOPTED this I (I day of ux.l , 2019.
ATTEST:
Vuee�nester Nieves
Deputy City Clerk
611 (Corporate Seal)
CITY OF BOYNTON BEACH, FLORIDA
Mayor — Steven B. Grant
Vice Mayor — Justin Katz
Commissioner — Mack McCray
Commissioner — Christina L. Romelus
Commissioner — Ty Penserga
VOTE
SACA\RESO\Agreements\Agreement With Nsure (Locate Patient Insurance) - Reso.Docx
YES NO
AGREEMENT AND TERMS OF USE
. This Agreement and Terms of Use (Agreement), is entered into by and between Nsure,
Inc. ("Licensor"), with its principal place of business at 548 Market Street in San Francisco, CA
94104 and City of Boynton Beach ("Licensee"), with its principal place of business located at
3301 Quantum Blvd. Suite 101 Boynton Beach, FL 33426. This Agreement is effective as of
May 24th , 2019 ("Effective Date").
RECITALS
A. WHEREFORE, Licensor warrants that it is the owner and that it has the right to license
the Software, Data, Documentation, and Services (as those terms are defined below); and
B. WHEREFORE, Licensee desires to license, and Licensor is willing to grant a personal
nonexclusive license to Licensee of, the Software, Data, Documentation, and Services, subject to
the terms, conditions, limitations, and restrictions set forth in this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises contained in this
Agreement, the parties agree as follows:
1. Definitions. The following capitalized terms have the meanings set forth below when used
in this Agreement:
a. "Authorized Users" means the directors, officers, and employees of Licensee that
Licensee authorizes to use the Software, Data, Documentation, and Services.
b. "Data," except as otherwise provided herein, means any of Licensor's or any third -
party data vendor's digital data sets.
C. "Demographic Verification" means Licensor's software product that locates and/or
corrects information regarding a patient's name, social security number, date of birth, address
and/or telephone number for patients.
d. "Documentation" means all of the printed and digital materials including, but not
limited to, help files, user reference documentation, training documentation, or technical
information and briefings.
e. "Insurance Discovery" means Licensor's software product that identifies potential
271 payer responses for the Licensee, including available payer information such as insurance
eligibility, plan start date, co -payments, deductibles, coverage type and plan description details for
patients.
L "Insurance Verification" means Licensor's software product that identifies 271
payer responses for the Licensee, including available payer information such as insurance
eligibility, plan start date, co -payments, deductibles, coverage type and plan description details for
patients.
Proprietary and Confidential
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g. "Self-Pay Analyzer" means Licensor's software product that identifies patient
propensity to pay, available cradit, monthly household income, federal poverty level percentage,
healthcare recovery score, collection accounts, trade accounts and employment records.
h. "Licensee Data" means data Licensee provides Licensor, including, without
limitation, data for patients whom the Licensee has provided care, or, if the Licensee provides
billing services or collection services on behalf of a healthcare provider, for patients to whom the
healthcare provider has provided care
i. "Software" means the actual copy of all or any portion of Licensor's proprietary
software technology, computer software code, components, web portal, dynamic link libraries
(DLLs), underlying organization, object model, and programs delivered on any media, including
any release provided in source, object, or executable code format(s), inclusive of backups, updates,
service packs, patches, hot fixes, sample code, sample application, sample extension, or merged
copies permitted hereunder.
j. "Services" means software services or third-party data components that perform
Demographic Verification, Insurance Discovery, Insurance Eligibility or Self-Pay Analyzer
functions, tasks, or data services and are accessed over the internet.
k. "Transaction" means each unique trip number entered into Licensor software.
Transactions must be unique based on the date of service patient was provided care by Licensee.
2. Intellectual Property Rights and Reservation of Ownership. The Software, Data,
Services, and Documentation are licensed and not sold under this Agreement. Licensor and its
licensors own the Software, Data, Services, and Documentation, which are protected by United
States laws and applicable international laws, treaties, and conventions regarding intellectual
property or proprietary rights, inclusive of trade secrets. From the date of receipt, Licensee agrees
to use reasonable means to protect the Software, Data, Services, and Documentation from
unauthorized use, reproduction, distribution, or publication. Licensor and its licensors reserve all
rights not specifically granted in this Agreement. Licensor and its third-party data licensors reserve
the right to improve or make changes in its offerings of the Services and its associated Software,
datasets, or information at any time.
3. Grant of License. Subject to the terms of this Agreement, Licensor grants to Licensee a
personal, nonexclusive, nontransferable license to use the Software, Data, Documentation, and
Services for which the appropriate license fees have been paid to Licensor.
4. User Accounts. Licensee will receive a sufficient number of accounts to serve its
Authorized Users. Licensee agrees to provide Licensor with the names and email addresses of all
Authorized Users, upon Licensor's request. Licensee acknowledges that Licensor may monitor
Licensee's use of the Software and Services to ensure that it remains in compliance with this
Agreement for the duration of the term. All persons using the Software or Services (with or
without Licensee's authorization) will be bound by this Agreement and Licensee shall be
responsible for all actions taken on its accounts.
5. Usage Restrictions. Users may only access the Software, Data and Services in connection
with patients whom the Licensee has provided care, or, if the Licensee provides billing services or
collection services on behalf of a healthcare provider, for patients to whom the healthcare provider
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has provided care. Users may not: (1) reverse engineer, decompile or disassemble Software,
Services or their elements; (2) copy, alter, modify, adapt, translate or create derivative works from
Software, Services or any portion of the Data; (3) make any of the Software, Services or Data
available for third -party use; or (4) remove any copyright, trademark or other proprietary notices
from the Software, Services or Data.
6. Monthly and Transaction Fees: Licensee shall pay Licensor the following monthly
subscription and individual transaction fees:
a. A monthly subscription fee of $1,249 which includes up to 250 demographic
verification and insurance discovery transactions per month; and
i. An individual transaction fee of $3.99 per insurance discovery transaction for
each transaction in excess of 250 per month.
ii. An individual transaction fee of $0.99 per demographic verification transaction
for each transaction in excess of 250 per month.
b. An individual transaction fee of $0.30 per insurance verification transaction.
C. An individual transaction fee of $0.99 per self -pay analyzer transaction.
Licensor shall refund any and all fees paid to Licensor from Licensee in the event that Licensor
is unable to locate ten (10%) percent of claims with active, billable insurance coverage during
the initial clean-up batch. Licensor shall have the right to increase the subscription and
transaction fees on renewal by providing written notice to Licensee at least one hundred and
twenty (120) days prior to the renewal date.
7. Payment Terms. Licensee shall pay an initial implementation and training fee of $999
upon execution of the Agreement. Licensor will invoice Licensee each month thereafter for the
prior month's transaction fees, if any, and the current month's monthly subscription fee on or about
the 5th day of the month. Licensee's payment for any outstanding fees shall be due on the 15" of
the month and will be automatically paid via ACH. Licensee agrees to complete and provide to
Licensor an ACH authorization form to allow for automatic payment via ACH. Overdue payments
shall bear interest at the lessor of twelve percent (12%) per annum or the maximum rate allowed
under applicable law. Licensor may suspend or terminate access to Software, Data,
Documentation and/or Services if payment is past due and any suspension therefore shall not
constitute a material breach of the terms of this agreement.
S. Term of Agreement; Cancellation Rights: This Agreement will be in effect for a period
of two (2) years. Notwithstanding the aforementioned, Licensor or Licensee may terminate this
Agreement during the first forty-five (45) days of the initial two-year term, with or without cause,
by providing the other party written notice of its intent to cancel the Agreement. This Agreement
will automatically renew for successive one (1) year terms unless sixty (60) days notice is provided
prior to the end of the term of this Agreement. Licensee shall be responsible for payment of all
transaction fees incurred prior to termination and a prorated monthly subscription fee for the
number of days the Agreement was in effect through the termination date.
Except as expressly provided herein, either party may only terminate this Agreement if the other
party has breached a material term of the Agreement, and the breaching party has failed to
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remedy such breach within thirty (30) calendar days following written notice of said breach.
Upon any termination of this Agreement, Licensee shall immediately cease all use of the
Software, Data and Services. If Licensee terminates this Agreement early without cause outside
the first forty-five days of the initial two-year term, Licensee agrees it will be responsible for
payment of a termination fee equal to the greater of: (1) the subscription fee multiplied times the
number of months remaining in the Agreement term; or (2) the Licensee's average monthly
invoice for subscription and transaction fees during the current term multiplied by the number of
months remaining in the Agreement term.
9. Service Level Agreement. Subject to completion of any Software installation, Licensor
will make its Software, Data, Documentation, and Services available to Licensee during the
Agreement term and subsequent renewal term(s) as set forth in the Agreement. Licensee is
responsible for the selection and use of telecommunications, internet access, and any other systems
and services required to accesF the Software, Data, Documentation, or Services and any charges
associated therewith.
10. Limited Warranty and Disclaimer. Licensor warrants that its Software, Data,
Documentation, and Services will perform in all material respects as described so long as Licensee
uses the Software, Data, Documentation, and Services in the manner authorized herein. Licensor
makes no warranties with respect to Software, Data, Services, or Documentation used in a manner
not authorized herein. Licensee acknowledges that the information and data provided through the
use of the Software and Services is derived from third -party sources, and that Licensor has not
undertaken a separate investigation to confirm its validity.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, LICENSOR EXPRESSLY
DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT
NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS
FOR A PARTICULAR PURPOSE, AS WELL AS ANY WARRANTIES ALLEGED TO HAVE
ARISEN FROM CUSTOM, USAGE, OR THE COURSE OF DEALING BETWEEN THE
PARTIES. LICENSOR DOES NOT WARRANT THAT THE SOFTWARE, DATA,
DOCUMENTATION AND SERVICE FUNCTIONABILITY WILL MEET YOUR
REQUIREMENTS, SPECIFICATIONS OR EXPECTATIONS OR THAT THE OPERATION
OF THE SOFTWARE, DATA, DOCUMENTATION OR SERVICES WILL BE
UNINTERRUPTED OR ERROR -FREE OR THAT LICENSOR WILL CORRECT ALL
SOFTWARE, DATA, DOCUMENTATION OR SERVICE ERRORS. IN ADDITION,
LICENSOR DOES NOT WARRANT OR GUARANTEE THAT YOU WILL BE ABLE TO
ACCESS THE SOFTWARE, DATA, DOCUMENTATION OR SERVICES AT ALL TIMES.
YOU UNDERSTAND AND ACKNOWLEDGE THAT INTERNET CONGESTION AND
OUTAGES, AS WELL AS MAINTENANCE, DOWNTIME, AND OTHER INTERRUPTIONS,
MAY INTERFERE AT TIMES WITH YOUR ABILITY TO ACCESS THE SOFTWARE,
DATA OR SERVICES. LICENSOR WILL USE GOODFAITH IN OBTAINING AND
ASSEMBLING DATA FROM THIRD -PARTY SOURCES IT CONSIDERS RELIABLE BUT
DOES NOT GUARANTEE THE ACCURACY NOR COMPLETENESS OF ANY DATA
PROVIDED; MAKES NO REPRESENTATION OR WARRANTY REGARDING THE
RELIABILITY, ACCURACY, COMPLETENESS, CORRECTNESS, OR USEFULNESS OF
THIRD -PARTY DATA; AND DISCLAIMS ALL LIABILITIES ARISING THEREFROM OR
RELATED THERETO. As to conflict with terms of warranty, the BAA shall prevail.
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11. Confidentiality. Licensee acknowledges that the Software, Data, Documentation, and
Services constitute property with intellectual property rights of substantial value to Licensor.
Licensee agrees to take such security measures to prevent the unauthorized duplication,
distribution, or use of Software, Data, Services or Documentation equal to that which Licensee
uses to protect its own proprietary information, and in no event will such measures be less than
commercially reasonable. Licensor acknowledges that Licensee data constitutes property with
intellectual property rights of substantial value to Licensee. Licensee agrees to take such security
measures to prevent the unauthorized duplication, distribution, or use of Licensor data and its
elements to which Licensor has access equal to that which Licensor uses to protect its own
proprietary information, and in no event will such measures be less than commercially reasonable.
A party may disclose the other party's confidential information if required by any judicial or
government request, requirement, or order, provided, however, that such party will promptly notify
the other party of any such request, requirement, or order prior to disclosure, and will cooperate with
the other party should the party contest any such request, requirement, or order.
12. Use and Retention of Licensee Data. Except as otherwise expressly provided in, or
otherwise inconsistent with, this Agreement, the Business Associate Agreement entered into by the
parties contemporaneous herewith is hereby incorporated in this Agreement by reference with the
same force and effect as if set forth herein. If Licensee seeks to use Licensor's Software, Data,
Documentation, or Services to access and analyze Licensee Data, Licensee: (i) represents that it
has the right to provide such data to Licensor and will provide such data to Licensor in compliance
with applicable legal requirements; (ii) appoints Licensor its agent and authorizes it to use, copy,
store, modify and display Licensee Data through Licensor's Software, Data, Documentation, or
Services for Licensee's benefit; and (iii) authorizes Licensor to access Licensee Data to provide
quality assurance, perform software maintenance, and deliver Licensee Data, Services, and
technical support. During the term of the Agreement and for thirty (30) calendar days after
termination, Licensor will preserve and maintain Licensee Data and, upon written request, provide
Licensee with a data file containing the Licensee Data for a commercially reasonable fee.
Thereafter, Licensor will have no obligation to preserve or return any Licensee Data, but may
preserve Licensee Data pursua,it to its document retention policies.
13. Indemnification by Licensor. Licensor will defend, indemnify, and hold harmless
Licensee against all claims and expenses, except as specifically excluded herein, arising from any
third -party claim alleging that Licensor's Software, Data, Documentation, or Services infringe
upon the United States copyright, trademark, or service mark rights of any third -party (an
"Indemnified Claim"), if Licensee: (a) has used Licensor's Software, Data, Documentation, or
Services, as the case may be, in full compliance with this Agreement; (b) promptly notifies
Licensor of the claim; (c) allows Licensor to have sole control of the defense and settlement of an
Indemnified Claim (though Licensee may participate in its own defense at its own expense); and
(d) provides Licensor with the authority, information and assistance that Licensor deems
reasonably necessary for the defense and settlement of the Indemnified Claim. Licensee shall not
consent to any judgment or decree or do any other act in compromise of any such Indemnified
Claim without first obtaining Licensor's written consent. If an Indemnified Claim is brought or
credibly threatened, Licensor shall have the option, at its sole expense, to obtain for Licensee the
right to continue using Licensor's Software, Data, Documentation, or Services, or to modify
Licensor's Software, Data, Documentation, or Services so that they become non -infringing. If
neither of the foregoing remedies are commercially feasible, Licensee may terminate the
Agreement for the infringing Software, Data, Documentation, or Services. The indemnity set forth
in this Section shall be Licensee's sole and exclusive remedy for any intellectual property
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infringement claim arising out of Licensee's use of Licensor's Software, Data, Documentation, or
Services. In case of Data breach by Licensor, any and all fines or costs of mitigation shall be borne
by Nsure, Inc. as BAS and not by Licensee.
14. Indemnification by Licensee. Licensee will defend, indemnify, and hold harmless
Licensor against all claims and expenses, except as specifically provided herein, arising from any
third -party claim relating to the provision of Licensee Data in violation of this Agreement or any
other agreement by which Client is bound, if Licensor: (a) has used such Licensee Data in full
compliance with this Agreement; (b) promptly notifies Licensee of the claim; (c) allows Licensee
to have sole control of the defense and settlement of such claim (though Licensor may participate
in its own defense at its own expense); and (d) provides Licensee with the authority, information
and assistance that Licensor deems reasonably necessary for the defense and settlement of the
claim. Licensor shall not consent to any judgment or decree or do any other act in compromise of
any such claim without first obtaining Licensee's written consent.
15. Limitation of Liability. EXCEPT FOR LIABILITY ARISING UNDER SECTIONS 5,
12,13 AND 14, IN NO EVENT WILL THE LIABILITY OF EITHER PARTY FOR DIRECT
DAMAGES EXCEED THE TOTAL SUBSCRIPTION AND TRANSACTION FEES PAID BY
LICENSEE FOR THE AGREEMENT TERM TO WHICH THE CLAIM RELATES. TO THE
MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR LIABILITY
ARISING UNDER SECTIONS 5, 12, 13 AND 14, IN NO EVENT WILL EITHER PARTY
HAVE ANY LIABILITY IN CONTRACT, TORT, OR OTHERWISE FOR ANY INDIRECT,
SPECIAL, INCIDENTAL, CONSEQUENTIAL (INCLUDING LOST PROFITS, REVENUE OR
DATA), EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF ANY PROVISION OF
THIS AGREEMENT, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES. IN NO EVENT WILL LICENSOR HAVE ANY LIABILITY FOR CLAIMS
RELATING TO BUSINESS DECISIONS MADE BY LICENSEE IN RELIANCE UPON THE
SOFTWARE, DATA, DOCUMENTATION, OR SERVICES PROVIDED. As to conflict of
Limits of Liability, the BAA shall prevail.
16. Miscellaneous.
a. Successor and Assigns. Neither party will assign the Agreement without the other's
written consent, which consent shall not be unreasonably withheld, conditioned, or delayed.
Notwithstanding the foregoing, (i) Licensor may assign this Agreement without Licensee's
consent to an affiliate of Licensor, or to a successor to all or substantially all of its business, assets,
and obligations; and (ii) upon written notice to Licensor, Licensee may assign this Agreement to
a successor to all or substantially all of its business, assets, and obligations, provided (x) such
entity is not deemed by Licensor to be a competitor of Licensor, and (y) such entity agrees in
writing that it will be bound by the terms and conditions of this Agreement.
b. Entire Agreement. This Agreement constitutes the entire agreement between the
parties concerning the subject matter hereof. No amendment, modification, extension, or
cancellation of this Agreement shall be binding on the parties unless mutually agreed to and
executed in writing by each of the parties.
C. Force Majeure. If the performance of Licensor under this Agreement is prevented,
hindered, or otherwise made impractical by reason of flood, strike, war, acts of government, or
any other casualty or cause beyond its control, then Licensor shall be excused from its performance
to the extent and so long as it is prevented, hindered, or delayed by such event(s).
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d. Governing Law. This Agreement shall be governed and construed under the laws
of Palm Beach County, Florida without regard to its conflict of laws provisions. Neither party will
contest transfer to the suit to Federal jurisdiction.
e. Severability. If any one or more of the provisions contained in this Agreement
shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect, then to the
maximum extent permitted by law, such invalidity, illegality, or unenforceability shall not affect
any other provision of this Agreement.
E Notices. All required notices will be delivered by reputable overnight delivery
service to the principal place of business for each party as set forth herein.
g. Survival of Terms. The terms set forth in Sections 11, 12, 13, 14, 15 and 16 shall
survive the expiration or termination of this Agreement.
h. Counterparts. This Agreement may be executed in counterparts, all of which, taken
together, shall be deemed one (1) original.
i. Israel. Licensor is not against the country of Israel or people of Israeli descent.
j. Public Records. The City is public agency subject to Chapter 119, Florida
Statutes. The Contractor shall comply with Florida's Public Records
Law. Specifically, the Contractor shall:
i. Keep and maintain public records required by the CITY to perform the service;
ii. Upon request from the CITY's custodian of public records, provide the CITY
with a copy of the requested records or allow the records to be inspected or
copied within a reasonable time at a cost that does not exceed the cost provided
in chapter 119, Fla. Stat. or as otherwise provided by law;
iii. Ensure that public records that are exempt or that are confidential and exempt
from public record disclosure requirements are not disclosed except as
authorized by law for the duration of the contract term and, following
completion of the contract, Contractor shall destroy all copies of such
confidential and exempt records remaining in its possession once the Contractor
transfers the records in its possession to the CITY; and
iv. Upon completion of the contract, Contractor shall transfer to the CITY, at no
cost to the CITY, all public records in Contractor's possession All records
stored electronically by Contractor must be provided to the CITY, upon request
from the CITY's custodian of public records, in a format that is compatible with
the information technology systems of the CITY.
v. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUES, TO
THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC
RECORDS RELATING TO THIS CONTRACT, CONTACT THE
CUSTODIAN OF PUBLIC RECORDS:
Proprietary and Confidential
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(CITY CLERK) 3301 QUANTUM BLVD.
BOYNTON BEACH, FLORIDA, 33435.
561-742-6061.
CITYCLERK@BBFL.US
k. Scrutinized Companies. By execution of this Agreement, in accordance with the
requirements of F.S. 287-135 and F.S. 215.473, Contractor certifies that Contractor is
not participating in a boycott of Israel. Contractor further certifies that Contractor is
not on the Scrutinized Companies that Boycott Israel list, not on the Scrutinized
Companies with Activities in Sudan List, and not on the Scrutinized Companies with
Activities in the Iran Petroleum Energy Sector List, or has Contractor been engaged in
business operations in Syria. Subject to limited exceptions provided in state law, the
City will not contract for the provision of goods or services with any scrutinized
company referred to above. Submitting a false certification shall be deemed a material
breach of contract. The City shall provide notice, in writing, to Contractor of the City's
determination concerning the false certification. Contractor shall have five (5) days
from receipt of notice to refute the false certification allegation. If such false
certification is discovered during the active contract term, Contractor shall have ninety
(90) days following receipt of the notice to respond in writing and demonstrate that the
determination of false certification was made in error. If Contractor does not
demonstrate that the City's determination of false certification was made in error then
the City shall have the right to terminate the contract and seek civil remedies pursuant
to Section 287.135, Florida Statutes, as amended from time to time.
NSURE, INC.
CITY OF BOYNTON BEACH
Signature: (I elQ Signature:
Name: Michael Ciullo
Title: CEO
Name:
Title:
Date: 5/24/19 Date:
Proprietary and Confidential
BUSINESS ASSOCIATE AGREEMENT
This Business Associate Agreement, dated May 24th , 2019, between City of Boynton
Beach ("the Licensee") and Nsure, Inc. ("the Licensor") is executed for the purpose of ensuring
that Licensor carries out its obligations to the Licensee in compliance with the privacy and security
regulations pursuant to the Health Insurance Portability and Accountability Act of 1996, Subtitle F
= Administrative Simplification, Sections 261, et seq., as amended ("HIPAA")(Pub. L. 104-191),
including all pertinent regulations (45 CFR Parts 160 and 164 "Security and Privacy Regulations")
issued by the U.S. Department of Health and Human Services as either have been amended by Subtitle
D of the Health Information and Technology for Economic and Clinical Health Act (the "HITECH
ACT"), as Title XIII of Division A and Title IV of Division B of the American Recovery and
Reinvestment Act of 2009 (Pub. L. 111-5).
This Agreement encompasses Licensor's assurance to protect the confidentiality, integrity, and
security of any personally identifiable protected health information ("PHI") that is collected, processed
or learned as a result of the services provided to the Licensee by Licensor, including any such
information stored and transmitted electronically, referred to as electronic protected health
information ("e -PHI").
Licensor agrees that it shall:
1. Not use or further disclose PHI except as permitted under this Agreement or required by law;
2. Use appropriate and commercially reasonable safeguards to prevent use or disclosure of
PHI except as permitted by this Agreement and all applicable laws;
3. Work to mitigate, to the extent practicable, any harmful effect that is known to Licensor of a use or
disclosure of PHI by Licensor in violation of this Agreement.
4. Report to the Licensee any unauthorized use or disclosure of PHI not provided for by this
Agreement of which Licensor becomes aware;
5. Require that any agents or subcontractors to whom Licensor provides PHI, or who have access
to PHI, agree to the same restrictions and conditions that apply to Licensor with respect to
such PHI;
6. Provide an accounting of all unauthorized uses or disclosures of PHI made by Licensor as
required under the HIPAA privacy rule or any breach of unsecured PHI as required by the
Security and Privacy Regulations within 60 days;
7. Make its internal practices, books and records relating to the use and disclosure of PHI
available to the Secretary of the Department of Health and Human Services for purposes
of determining Licensor's and the Licensee's compliance with HIPAA and the Security and
Privacy Regulations;
The specific uses and disclosures of PHI that may be made by Licensor on behalf of the Licensee
include:
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1. Receipt and storage of e -PHI related to billing claims resulting from services provided by
customers of the Licensee;
2. The preparation of invoices to patients, carriers, insurers and others responsible for payment
or reimbursement of the services provided by customers of the Licensee;
3. Transfer of e -PHI with claims data sent to carriers and insurers via electronic means including
via use of a medical billing Clearinghouse.
Licensor shall assume the following obligations regarding electronic Protected Health
Information (e -PHI):
1. Licensor shall implement commercially reasonable administrative, physical and technical
safeguards designed to protect the confidentiality, integrity and availability of the e -PHI that it
creates, receives, maintains or transmits on behalf of the Licensee.
2. Licensor shall require that any agent, including a subcontractor, to whom it provides a -PHI that
was created, received, maintained or transmitted on behalf of the Licensee, agrees to implement
commercially reasonable administrative, physical and technical safeguards designed to
protect the confidentiality, integrity and availability of such e -PHI.
3. Licensor agrees to alert the Licensee of any security incident (as defined by the HIPAA
Security Rule) or breach (as defined by the Security and Privacy Regulations) of which it
becomes aware, and the steps it has taken to mitigate any potential security compromise
that may have occurred, and provide a report to the Licensee of any loss of data or other
information system compromise as a result of the incident.
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed by their
duly authorized agents.
NSURE, INC.
Agent: Michael Ciullo
Title: CEO
MOP
Date: 5/24/19
CITY OF BOYNTON BEACH
Agent:
Title:
Date:
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sure
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Company Information
Company Name:
Company Address:
Company City:
AP Contact:
AP Email Address:
Banking Information
Bank Name:
ABA Routing #:
Account #:
ACH AUTHORIZATION FORM
State: Zip Code:
Phone
Account Type: ❑ Checking ❑ Savings
(Check One)
Company Authorization
Please sign below to confirm that you are authorizing to begin transferring payments for your
invoices to/from the account mentioned above.
Signature
Printed Name
Title
Date
11
Proprietary and Confidential