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R18-106
1 2 RESOLUTION NO. R18-106 3 4 A RESOLUTION OF THE CITY OF BOYNTON BEACH, 5 FLORIDA, APPROVING THE PIGGY-BACK OF A 6 COUNTY OF VOLUSIA RSQ #17-SQ-68BB WITH 7 ADVANCED DATA PROCESSING, INC., A SUBSIDIARY 8 OF INTERMEDIX CORPORATION FOR PUBLIC 9 EMERGENCY MEDICAL TRANSPORTATION (PEMT) 10 PROGRAM; AUTHORIZING THE CITY MANAGER TO 11 SIGN A CONTRACT WITH ADVANCED DATA 12 PROCESSING, INC., A SUBSIDIARY OF INTERMEDIX 13 CORPORATION; AND PROVIDING AN EFFECTIVE 14 DATE. 15 16 WHEREAS,City staff has confirmed that the County of Volusia has complied with 17 Public Contract Bid requirements which equal or exceed the City of Boynton Beach's 18 requirements; and 19 WHEREAS, upon recommendation of staff, it is the City's desire to piggy-back a 20 County of Volusia RSQ 17-SQ-68BB with Advanced Data Processing, Inc., a subsidiary of 21 Intermedix Corporation for Public Emergency Medical Transportation (PEMT) billing. 22 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF 23 THE CITY OF BOYNTON BEACH, FLORIDA, THAT: 24 Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed 25 as being true and correct and are hereby made a specific part of this Resolution upon 26 adoption. 27 Section 2. The City Commission of the City of Boynton Beach, Florida, hereby 28 approves the piggy-back of a County of Volusia RSQ 17-SQ-68BB with Advanced Data 29 Processing, Inc., a subsidiary of Intermedix Corporation for Public Emergency Medical 30 Transportation (PEMT) billing. 31 Section 3. The City Manager is hereby authorized to sign a contract with C:\UserStanzioneT\AppData\Local\Microsoft\Windows\Temporary Internet Files\Content.lE5\52FYTEOE\Piggy-Back_(Volusia)_- ADPI - PEMT - Reso.doex 32 Advanced Data Processing, Inc., a subsidiary of Intermedix Corporation, a copy of which 33 is attached hereto as Exhibit "A". 34 Section 4. That this Resolution shall become effective immediately. 35 PASSED AND ADOPTED this 7th day of August, 2018. 36 CITY OF BOYNTON BEACH, FLORIDA 37 YES NO 38 39 Mayor— Steven B. Grant 40 41 Vice Mayor—Christina L. Romelus f/ 42 43 Commissioner—Mack McCray 44 45 Commissioner—Justin Katz r/ 46 47 Commissioner—Joe Casello 48 49 VOTE 50 ATTEST: 51 52 53 (- (tet 54 Judi A. Pyle, CMC 7C(2. 55 Cit Clerk 56 57 58 (Corporate Seal) 59 C:\Users\StanzioneT\AppData\Local\Microsoft\Windows\Temporary Internet Files\Content 1E5\52FYTEOE\Piggy-Back_(Volusia) ADPI - PEMT - Reso.docx CONTRACT FOR PUBLIC EMERGENCY MEDICAL TRANSPORTATION(PEMT) This Agreement is made as of this c) day of Spy* , 2018 by and between ADVANCED DATA PROCESSING, INC, a subsidiary of Inte edix Corporation, a Foreign corporation authorized to do business in the state of Florida, with offices at 6451 N. Federal Highway, Suite 1000, Fort Lauderdale, FL 33308 (hereinafter "ADPI"), and THE CITY OF BOYNTON BEACH,a Florida municipal corporation,with a mailing address of Post Office Box 310,Boynton Beach,FL 33425(the"City"). RECITALS WHEREAS,the City Fire Department desires to retain the services of a competent and qualified Contractor to provide Public Emergency Medical(PEMT)Program Services;and WHEREAS, ADPI,has agreed to allow the City to piggy-back the County of Volusia Contract No.17-SQ-68BB to provide Public Emergency Medical Transportation Program services based on County of Volusia contract;and NOW THEREFORE,in consideration of the mutual covenants contained herein,and for other valuable consideration received, the receipt and sufficiency of which are hereby acknowledged,the parties agree as follows: AGREEMENT Section 1. The foregoing recitals are true and correct and are hereby incorporated in this Agreement. Section 2. The City and ADPI agree that ADPI shall provide Public Emergency Medical Transportation (PEMT)billing based on County of Volusia Contract#17-SQ-68BB, a copy of which is attached hereto as Exhibit"A",except as hereinafter provided: A. All references to the County of Volusia shall be deemed as references to the City of Boynton Beach. B. 15.13 Applicable Law, Venue and Waiver of Jury Trial; shall be accepted as Fifteenth Judicial Circuit,Palm Beach County,Florida. C. All Notices to the City shall be sent to: City: Lori LaVerriere,City Manager City of Boynton Beach P.O.Box 310 Boynton Beach,Florida 33425 Telephone:(561)742-6010/Facsimile: (561)742-6090 Page 1 C:\UseratanzioneTV+ppData\LocalUNicrosoft\Windows\Temporary Internet Files\Content.IES\52FYTE0E\Piggyback_(Volusia_- _ADPI)_PEMT_(2018).docx Copy: James A.Cherof,City Attorney Goren,Cherof,Doody&Ezrol,PA. 3099 East Commercial Boulevard,Suite 200 Fort Lauderdale,FL 33308 Telephone: (954)771-4500 Facsimile: (954)771-4923 Section 3. In the event that the County of Volusia Contract is amended,or terminated, ADPI shall notify the City within ten(10)days. In the event the County of Volusia Contract is amended or terminated prior to its expiration,this Contract shall remain in full force and effect, and not be deemed amended or terminated,until specifically amended or terminated by the parties hereto. Section 4. ADPI agrees that in the event it enters into a Contract for the same (or substantially similar)scope of services with another local government in Florida which contains a term or condition,including fees,charges or costs,which the City determines to be more favorable than the terms in this Contract,the parties shall enter into an Addendum to provide those terms to the City. Section 5. The insurance required shall require that the Certificate of Insurance name the City of Boynton Beach as an additional insured. Section 6. In all other aspects, the terms and conditions of the County of Volusia Contract are hereby ratified and shall remain in full force and effect under this Contract, as provided by their terms. IN WITNESS OF THE FOREGOING,the parties have set their hands and seals the day and year first written above. CITY OF BOYNTON BEACH,FLORIDA ATTEST: By: fjt.�. G J.A.0. 4. ri LaVerriere,City Manager Judi A.Pyle,CMC,City erk APPROV D AS a FO'M: ' JAAfidt Janes A.Chero , (Fr ttorney Page 2 C:\UserslStenziondMppData\Local\Microsof\Windows\Temporary Internet Files\Content.IE5\52FYTEOE\PiB8yback_(Volusia_- ADPI)PEMT_(20I8).docx ADVANCED DATA PROCESSING,INC WITNE`t. S: //� (/- C,iCi BY:id' /. Print Name: ' A //i A/►�S� • Ar.„„,..„ Title: ^V� ATTEST: SECRETARY Page 3 C:\Usas\StanzioneTAppData\L.ocal\Microsoft\Windows\Temporary Internet Files\Content.IE5l52FYPF.OE\Piggyback_(Volusia- _ADPI)_PEMT_(2018).docx ....-----NPage 1 of 2 ARD® CERTIFICATE OF LIABILITY INSURANCE DA/07/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Willis of Virginia, Inc. PHONE FAX c/o 26 Century Blvd (A/C.No.Ext): 1-877-945-7378 (A/C,No): 1-888-467-2378 E-MAIL certificates@willis.com P.O. Box 305191 ADDRESS: Nashville, TN 372305191 USA INSURER(S)AFFORDING COVERAGE NAIC# INSURER A: Phoenix Insurance Company 25623 INSUREDINSURER B: Federal Insurance Company 20281 Advanced Data Processing, Inc., a Subsidiary of R1 RCM Inc. 401 North Michigan Avenue, Suite 2700 INSURERC: Charter Oak Fire Insurance Company 25615 Chicago, IL 60611 USA INSURER D: Lexington Insurance Company 19437 INSURERS: Indian Harbor Insurance Company 36940 INSURERF: Continental Insurance Company 35289 COVERAGES CERTIFICATE NUMBER:W7430773 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) X COMMERCIAL GENERALLIABILITY EACH OCCURRENCE $ 1,000,000 DAMAGE TO CLAIMS-MADE X OCCUR PREMISES EaENTEoccu ence ) $ 1,000,000 A MED EXP(Any one person) $ 10,000 Y Y 630 9E455493 06/01/2018 06/01/20191,000,000 PERSONAL 8 ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY X Ter- LOC PRODUCTS-COMP/OPAGG $ 2,000,000 OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 (Ea accident) X ANY AUTO BODILY INJURY(Per person) $ A OWNED SCHEDULED Y BA 98463143 06/01/2018 06/01/2019 BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY (Per accident) B X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 25,000,000 EXCESSLIAB CLAIMS-MADE 93649147 06/01/2018 06/01/2019 AGGREGATE $ 25,000,000 DED X RETENTION$ 10,000 $ WORKERS COMPENSATION X AND EMPLOYERS'LIABILITY STATUTE ERµ Y/N C ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBEREXCLUDED? N/A UB 9K485239 06/01/2018 06/01/2019 1,000,000 (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ D Managed Care E&0 01-477-15-35 06/01/2018 06/01/2019 Per Claim/Aggregate $5,000,000 Self Insured Reten $500,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) SEE ATTACHED CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Boynton Beach AUTHORIZEDREPRESENT Attn: Llyse Triestman, Purchasing Manager ��+A////T����I///V����E 3301 Quantum Blvd., Suite 101 1/1•14(11/& $,y, Boynton Beach, FL 33426 ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD SR ID: 16704954 BATCH, 857706 AGENCY CUSTOMER ID: LOC#: AR® ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY NAMED INSURED Willis of Virginia, Inc. Advanced Data Processing, Inc., a Subsidiary of El RCN Inc. 401 North Michigan Avenue, Suite 2700 POLICY NUMBER Chicago, IL 60611 USA See Page 1 CARRIER NAIC CODE See Page 1 See Page 1 EFFECTIVE DATE:See Page 1 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance Re: Resolution No. R18-106/Piggy-back of County of Volusia RSQ# 17-SQ68BB with Advanced Data Processing, Inc. City of Boynton Beach is an Additional Insured with respect to General and Automobile Liability as required by written contract or agreement. General Liability is primary and non-contributory over any existing insurance and limited to liability arising out of the operations of the Named Insured subject to policy terms and conditions. Waiver of Subrogation is applicable where required by written contract and subject to policy terms and conditions. INSURER AFFORDING COVERAGE: Indian Harbor Insurance Company NAIC#: 36940 POLICY NUMBER: MTP003942405 EFF DATE: 06/01/2018 EXP DATE: 06/01/2019 TYPE OF INSURANCE: LIMIT DESCRIPTION: LIMIT AMOUNT: Tech ESO General Aggregate: $10,000,000 Professional Services Retention $2,500,000 Network Security/Privacy Injury INSURER AFFORDING COVERAGE: Continental Insurance Company NAIC#: 35289 POLICY NUMBER: 596801493 EFF DATE: 06/01/2018 EXP DATE: 06/01/2019 TYPE OF INSURANCE: LIMIT DESCRIPTION: LIMIT AMOUNT: Crime/Employee Dishonesty 3rd Party Cover Incl. $10,000,000 ACORD 101 (2008/01) . ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SR ID: 16704954 BATCH: 857706 CERT: W7430773 EXHIBIT A AGREEMENT BETWEEN COUNTY OF VOLUSIA AND ADVANCED DATA PROCESSING,INC • Page 4 C:\Users\StaruioneTWppData\Local\Microsoft\WindowslTemporary Internet Files\Content.IE5l52FYTEOE\Piggyback_(Volusia_- _ADPI)_PEMT_(2018).docx \vaikAlige vp- Volusia County FLORIDA AGREEMENT FOR PUBLIC EMERGENCY MEDICAL TRANSPORTATION (PEMT) PROGRAM SERVICES Between THE COUNTY OF VOLUSIA AND ADVANCED DATA PROCESSING, INC., A SUBSIDIARY OF INTERMEDIX CORPORATION County of Volusia Purchasing &Agreements Division 123 West Indiana Avenue, Suite 302 DeLand, Florida 32720-4608 386-736-5935 AGREEMENT FOR PUBLIC EMERGENCY MEDICAL(PEMT) PROGRAM SERVICES This Agreement For Professional Public Emergency Medical (PEMT) Program Services (hereinafter "Agreement") is made and entered into by and between Advanced Data Processing, Inc., a subsidiary of Intermedix Corporation, duly authorized to conduct business in the state of Florida, whose principal place of business is located at 6451 N. Federal Highway, Suite 1000,Fort Lauderdale, FL 33308(hereinafter the"Contractor")and COUNTY OF VOLUSIA, a body corporate and politic and a subdivision of the state of Florida, whose address is County of Volusia, 123 West Indiana Avenue, DeLand, Florida 32720 (hereinafter the "County"). RECITALS: Whereas, the County desires to retain the services of a competent and qualified Contractor to provide Public Emergency Medical (PEMT) Program Services; Whereas,the County has published Request for Statement of Qualifications 17-SQ-68BB (the "RSQ") seeking a qualified firm to perform Public Emergency Medical (PEMT) Program Services, and has received responses from various potential vendors; and Whereas, the County has determined that the Contractor is fully qualified to render the required service. NOW, THEREFORE, in consideration of the foregoing recitals, which are incorporated herein by reference, and other specific consideration set forth in this Agreement, the receipt and sufficiency of which are acknowledged by the Contractor and County, the parties agree and stipulate as follows: 1 DEFINITIONS For this Agreement and any incorporated exhibits, certain terms, phrases, words and their respective derivations shall have the meaning set forth and defined therein and shall be applicable in all documents. Definition of terms in the Agreement shall first be governed by this Agreement and second by the incorporated Scope of Services(Exhibit A). In the event of any conflict among the foregoing,the conflict shall be resolved in the order of priority set forth in the preceding sentence. 1.1. Agreement: This Agreement or Contract, including its articles, exhibits, and attachments. 1.2. Amendment:An amendment to this Agreement in writing by the County, approved by the Director of Purchasing and Contracts, and signed by the County authorizing an addition, deletion, or revision in the Scope of Services, or modifications of this Agreement. 1.3. Change Order: A written order signed by the County and Contractor authorizing an addition, deletion, or revision in the SOW, or an adjustment in the Agreement price or time,without change to any other substantive terms or conditions of the Agreement. 1.4. Compensation: The amount paid by the County to Contractor for Services based upon the percentage of recovery, including the total monies payable to the Contractor inclusive of all Services, labor, materials, supplies, travel, training, profit, overhead, • Agreement.docx Page 2 of 23 costs, expenses, and any other costs necessary to complete work under the Scope of Services. 1.5. Contractor: Advanced Data Processing, Inc., a subsidiary of Intermedix Corporation 1.6. Contractor's Services: Those Services within the Scope of Services of this Agreement or any exhibit, attachment or addendum thereto which relates to the General Scope of Services in Section 4.1 to be performed by Contractor in connection with Contractor's employment or practice. 1.7. County: The County of Volusia, Florida, and shall be synonymous with the term "County." 1.8. County Data: Documentation, worksheets, reports or correspondence, whether electronically or in paper format. 1.9. County Project Manager: Also known as the person designated by the County to review, approve and make decisions regarding the Scope of Services in this Agreement. 1.10. Contract Administrator: The Director of Purchasing and Contracts or his/her designee responsible for addressing any concerns within this Agreement. 1.11. Deliverable: The result(s)or end products or services that meet the requirements and functional parameters articulated in the Scope of Services for this Agreement including but not limited to: services, reports, written documentation and completed forms. 1.12. Effective Date: The date that this Agreement is fully executed by Contractor and the County. 1.13. Key Personnel: Contractor's personnel, designated by Contractor, who are responsible for Contractor's day-to-day Project operations as described in the Contractor's Proposal. • 1.14. Project: The project that is described in Exhibit A—C of this Agreement. 1.15. Proposal: The document submitted by the Contractor in response to a formal solicitation (RSQ No. 17-SQ-68BB) used to determine if the Contractor is highly qualified. 1.16. Scope of Services: The services, herein defined in this Agreement under the Scope of Services (e.g., Exhibit A) that is agreed to by the parties in writing, which includes responsibility for performing and complying with all incidental matters pertaining thereto. 1.17. Services: Those services defined in the Scope of Services to be performed by the Contractor pursuant to this Agreement and its attached exhibits, including: the work, duties and obligations to be carried out and performed by Contractor under the Agreement and pursuant to Exhibits A— C, attached hereto and made a part of this Agreement. 1.18. State: State of Florida. Agreement.docx Page 3 of 23 1.19. Subcontractor: A third party performing services covered under the Scope of Services through a contract with the Contractor. 1.20. Warranty: The warranty's as set forth in this Agreement including any warranties required by state law or regulation. 2 EXHIBITS 2.1 The exhibits listed below are incorporated into and made a part of this Agreement. 2.1.1 Exhibit A- Scope of Services, 2.1.2 Exhibit B—Insurance Requirements 2.1.3 Exhibit C- Business Associate Agreement 3 ORDER OF PRECEDENCE 3.1 If Contractor finds a conflict,error or discrepancy in the Agreement, it shall call it to the County Project Manager's attention, in writing and request the County Project Manager's interpretation and direction before proceeding with the work affected thereby. Such notice shall be provided by the Contractor to the County's Project Manager in a timely fashion so as not to cause additional costs due to delay. In resolving such conflicts, errors and discrepancies, the documents shall be given precedence in the following order: 3.1.1 In the event of any conflicts or inconsistencies between provisions of the exhibits or attachments to this Agreement, the following order of precedence shall govern. 3.1.1.1 In the event of any conflicts or inconsistencies between this Agreement and any attached exhibit or addendum regarding general terms and conditions, the terms and conditions in the main body of this Agreement shall control. Exhibit B, Insurance Requirements and the other exhibits hereto, shall be considered as part of the Agreement. 3.1.1.2 In the event of any conflicts or inconsistencies between Exhibit A and any other exhibit or addendum attached to this Agreement regarding the Scope of Services, Exhibit A shall be controlling. 3.1.1.3 In the event of any conflicts or inconsistencies between Exhibits C and any other exhibit or addendum attached to this Agreement regarding the business associates, Exhibit C shall be controlling. 4 SCOPE OF SERVICES. 4.1 Contractor shall provide Public Emergency Medical (PEMT) Program Services to Agreement.docx Page 4 of 23 Volusia County in accordance with the Scope of Services attached as Exhibit A. 4.2 Performance Criteria: 4.2.1 All Services shall be performed in accordance with the Agreement and carried out under the direction of the County's Project Manager. 4.2.2 All labor necessary to complete the Scope of Services shall be performed in a professional manner pursuant to Section 5.13. 4.2.3 Changes to Scope of Services. The County may at any time, by written Change Order, make changes within the general Scope of Services to be performed under this Agreement. Except as provided in this Agreement otherwise, if any such change causes an increase or decrease in the Contractor's cost of, or the time required for performance of the Project Services, an equitable adjustment shall be made and this Agreement shall be amended in writing, signed by authorized representatives of the parties, stating the equitable adjustment. Unless the County grants, in writing, an additional period of time before the completion of the Agreement, any claim by the Contractor for adjustment under this Section must be asserted in writing within thirty(30)days from the date of receipt by the Contractor of the notification of change; otherwise, the claim shall be deemed waived. The Contractor shall then proceed with the prosecution of the Service as changed. Except as otherwise provided in this Agreement, no charge for any extra work or materials shall be allowed or approved by the County. No additional work shall be performed or extra materials purchased until a written Change Order has been approved by Contractor and County. 4.2.4 Time is of the Essence. Time is of the essence for all Services performed under this Agreement and all Projects performed in accordance herewith. 4.2.5 Authority to Act on Behalf of County. County's Purchasing and Contracts Director or such other proper authority pursuant to County policies and procedures shall have the authority to approve, award, and execute all documents or other instruments required to effectuate changes, modifications, or additional service, so long as the then cumulative financial obligation of County for such additional items does not exceed the Director of Purchasing and Contracts'authority under the County Code of Ordinances or policies and procedures. Any change, modification or additional service that causes the cumulative financial obligation of County for such additional items to exceed the Purchasing Director's or County Manager's authority under the Procurement Code shall be presented to the Volusia County Council for approval. 5 RESPONSIBILITY OF CONTRACTOR 5.1 Where questions exist as to the Scope of Services to be provided, Contractor shall confer with the Project Manager to ascertain the functional or design criteria of the Scope of Services. The Services of the Contractor shall also include of the following: Agreement.docx Page 5 of 23 5.1.1 Contractor covenants and agrees that there are no obligations, commitments, or impediments of any kind that shall limit or prevent Contractor's performance of the Services. 5.1.2 Contractor shall keep the County informed of any changes or advancements in technology occurring any time prior to or during actual implementation of the Services to the extent that such changes and advancements may increase efficiency or otherwise allow for better services or reductions in costs to the County. 5.1.3 Contractor covenants and agrees as follows: 5.1.3.1 That Contractor recognizes that its special talent, training, and experience caused the County to select Contractor; 5.1.3.2 That Contractor comprehends the Scope of Services, the requirements of the Scope of Services and the use of the same in their entirety to provide Deliverables; 5.1.3.3 That Contractor possesses the special skills to recognize material errors or omissions that would result in failures to appropriately perform in accordance with the Scope of Services; and 5.1.3.4 That Contractor shall adhere to the standard of care applicable to a contractor with the degree of skills and diligence normally employed by a licensed professional in its field or practice performing the same or similar Services in compliance with all applicable federal, state, and municipal laws, regulations, codes, and ordinances. 5.1.4 Accuracy of Documentation. Contractor covenants and agrees that any Project data, summaries, reports, or studies, submitted by the Contractor to the County shall be competently drafted and accurate with regard to the information contained therein. County's acceptance, approval,or reliance on any such documentation shall not release Contractor from any liability if such information is incorrect or inaccurate, it being understood that the County is relying on the Contractor's status as an industry professional in accepting such documentation. 5.1.5 Notification of Errors or Defects. Contractor covenants and agrees to notify the County if it discovers or has knowledge of anything of any nature in any reports, studies, bulletins, schedules, documentation, requirements or instructions prepared by Contractor or data or instructions supplied to Contractor by the County or any other party, that Contractor regards in Contractor's professional opinion as unsuitable, improper, or inaccurate. 5.1.6 Administration. Contractor covenants and agrees to efficiently administer and perform all Services economically and expeditiously in a professional manner. 5.2 Supervision. The Contractor shall direct and supervise competent and qualified Agreement.docx Page 6 of 23 personnel and shall devote time and attention to the direction of the operation to ensure performance of obligations and duties as set forth herein. The Contractor shall hire, compensate, supervise, and terminate members of its work force, and the Contractor shall direct and control the manner in which work is performed including conditions under which individuals shall be assigned duties, how individuals shall report, and the hours individuals shall perform. The Contractor shall be responsible for all income tax, social security and Medicare taxes, federal unemployment taxes, and any other withholdings from the company's employees' and/or subcontractors' wages or salaries. Benefits, if any, for the Contractor's employees and/or subcontractors shall be the responsibility of the Contractor including, but not limited to, health and life insurance, retirement, liability/risk coverage, and worker's and unemployment compensation. Contractor shall be solely responsible for the means, methods, techniques, sequences and procedures in delivering services or work pursuant to this Agreement. Further, Contractor shall be responsible for assuring the County that finished or completed Deliverables accurately comply with the requirements of this Agreement and the Scope of Services contained therein. 5.3 Assurance. Contractor gives County its assurance that all Services performed under this Agreement shall be timely performed in a professional manner and in accordance with the specifications and requirements of the Agreement and any approvals required under the Agreement. All work not conforming to the specifications and requirements of the Scope of Services shall be considered materially defective and constitute a breach of this Agreement. 5.4 Accuracy of Reports / Summaries. The Contractor shall be responsible for the professional and technical accuracy and the coordination of all data, reports, summaries, and any other Services furnished by the Contractor under this Agreement. The Contractor shall,without additional cost to the County, correct or revise any errors or deficiencies in its Services for which it is responsible. 5.5 Services to Comply with Specifications and Law. All work performed by Contractor including all general provisions, special provisions, job specifications, drawings, addenda, amendments to the basic Agreement, written interpretations, and written orders for minor changes in work, shall comply with the Scope of Services and all applicable local laws, codes, ordinances and statutes. 5.6 Subcontractors. 5.6.1 Employment or Substitution of Subcontractors. Contractor shall not employ any Subcontractor, other person, or organization against whom the County may have reasonable objection, nor shall Contractor be required to employ any Subcontractor against whom it has reasonable objection. Contractor shall not make any substitution for any Subcontractor who has been accepted by the County without the County's prior written approval. 5.6.2 Disapproval of Subcontractors. County's disapproval or requirement of removal or replacement of Contractor's employee or Subcontractor shall be deemed for lawful reasons if in County's reasonable judgment, such Contractor's employee or Subcontractor poses a threat or causes harm to the health, welfare, or safety, or morale of the County or its agencies, personnel or property or who fails any drug test administered in connection Agreement.docx Page 7 of 23 with this Agreement, who has been convicted of a felony or a misdemeanor involving "moral turpitude" or has been released or dishonorably discharged or separated under conditions other than honorable from any of the Armed Forces of the United States. 5.6.3 Contractor Responsible for Subcontractors. Contractor shall be fully responsible for all negligent acts and omissions of its Subcontractor and of persons directly or indirectly employed by them and of persons for whose negligent acts any of them may be liable to the same extent that it is responsible for the negligent acts and omissions of persons directly • employed by it. Nothing in the Agreement shall create any contractual relationship between any Subcontractor and the County or any obligation on the part of the County to pay or to see to the payment of any moneys due any Subcontractor,except as may otherwise be required by law. County may furnish to any Subcontractor to the extent practicable, evidence of amounts paid to Contractor on account of specific Services done in accordance with the schedule of values. 5.6.4 Subcontractors to Act Pursuant to this Agreement. Contractor agrees to bind specifically every Subcontractor to the applicable terms and conditions of the Agreement for the benefit of the County, and shall require all Subcontractors or other outside associates employed in connection with this Agreement to comply fully with the terms and conditions of this Agreement as such may apply to the Services being performed for the Contractor. 5.6.5 Consent Required for Substitution. Any Subcontractor and/or outside associates required by the Contractor in connection with the Services covered by the Agreement will be limited to such individuals or firms as are specifically identified for the Scope of Services assigned under this Agreement. Any substitution of such Subcontractors associates will be subject to the prior written approval of the County Project Manager. 6 TERM OF AGREEMENT The Term of this Agreement shall commence on the Effective Date of this Agreement or when it is fully executed by all parties and shall terminate three (3) years from the Effective Date. The parties may renew for two(2)subsequent one(1)year renewal terms upon mutual written agreement between the parties and County Council approval. 6.1 The Services to be rendered by the Contractor shall be commenced, as specified in this Agreement or as may be requested by the County and shall be completed within the time specified therein. 7 AGREEMENT PRICE AND COMPENSATION 7.1 Payment. The Contractor shall be paid Compensation for all Services. Total Compensation for this Agreement shall be on a contingency fee of TWELVE PERCENT (12%) based on payments received by the County under the PEMT Program, unless Managed Medical Assistance ("MMA") become eligible under the PEMT program. In the event that MMA becomes eligible under the PEMT program, Agreement.docx Page 8 of 23 the contingency fee shall be SIX PERCENT(6%) based on payments received by the County under the PEMT Program.The percentage shall be comprised of the total cost of all projects, materials, equipment, labor, expenses all mark-ups for overhead and profit. The County agrees to pay the Contractor in current funds, as compensation for its Services. 7.2 Reimbursements from Contractor. If, as a result of an audit by ACHA, a refund is required by the County, the Contractor agrees to return the portion of the compensation fee that was paid on the amount being refunded to the state. 7.3 Errors and Omissions in Pricing. Compensation shall not be adjusted because of errors or omissions which are not the fault of the County in computing the Services costs which result in an increase in the cost of this Agreement or because the time for completion varies from the original estimate, including completion or substantial completion of this Agreement prior to the scheduled or Agreement completion date or on account of County's election to furnish any of the Services. In addition, Contractor shall certify that the original Agreement price or Compensation for the Scope of Services and any additions thereto shall be adjusted to exclude any significant sums by which the County determines the price or Compensation was increased due to inaccurate, incomplete, or noncurrent wage rates and other factual unit costs. 7.4 Reimbursable Expenses. County's payment to the Contractor pursuant to the Fees incorporated in Section 7.1 shall be full compensation for Services rendered and any expenses incurred in connection therewith, and Contractor shall not be eligible for reimbursement for any expenses incurred in connection with the performance of this Agreement. 7.5 Payments. Any payments shall be made in accordance with Section 7.1. The percentage rates expressed in Section 7.1 shall govern Compensation and provide for payments against specified Deliverables and performance. 7.5.1 Approval of Payment. If, on the basis of the County Project Manager's observation and review of Contractor's Services, the County Project Manager has confirmed that the work has been completed, the Contractor has fulfilled all of its obligations under the Agreement, and the state has paid the County, the County Project Manager, after receipt of a proper invoice, shall indicate in writing his or her approval of payment and present the invoice to Accounts Payable for payment. Otherwise, the County Project Manager shall return the invoice to the Contractor, indicating in writing the reasons for refusing to approve final payment, in which case the Contractor will make the necessary corrections and resubmit the invoice. Regardless of the foregoing, approval of payment pursuant to this section shall not prevent the County from recovering amounts paid when the County subsequently discovers material defects or deficiencies in the services provided by the Contractor, which defects or deficiencies would have otherwise caused the County to withhold payment. 7.5.2 Invoice Detail.The Contractor shall submit an invoice for which professional Services were rendered to the County upon the completion and acceptance of the Services. Each invoice shall show detailed explanations of the Agreement.docx Page 9 of 23 Services accomplished in accordance with the Agreement prices set forth by labor hours by classification,associated rates,any material or subcontracted costs and any indirect rates or costs in accordance with the Agreement prices set forth hereto. All of the above shall sum to the total amount requested. 7.6 Invoices. Invoices or payment requests shall be addressed from the Contractor and submitted to the County's Project Manager. All invoicing and payments, including the practices and procedures pertaining thereto, shall be governed by the applicable provisions of Part VII of Chapter 218, Florida Statutes. 7.6.1 Documentation. The Contractor's Invoice(s) shall be accompanied by supporting data as may be required by the County Project Manager. County Project Manager shall review the Contractor's Invoice and supporting data and notify the Contractor in writing within twenty(20)days from receipt of the statement if any amounts requested are disputed or lack adequate support or documentation. 7.6.2 Invoicing Pursuant to Agreement. Pursuant to Section 7.1, the Contractor shall invoice County for all payments due Contractor under this Agreement. The County shall pay invoices in accordance with this Agreement. Invoices shall be sent to the address specified by the County. 7.6.3 Withholding. The County may withhold payment of any specific invoiced charges that it disputes in good faith and pay all undisputed charges on the invoice. 7.6.4 Payment Due. Within forty-five (45) days of receipt of payment from the state for claims submitted as a result of the Services for which Contractor has submitted an invoice for professional Services, the Contractor shall be paid the agreed upon contingency fee. Because payment to the Contractor is contingent upon receipt of payment by the County from State, it is understood that there could be a significant delay between the performance of services by the Contractor and remittance of the Contractor's payment for services. 7.6.5 Taxes. County is a tax exempt entity and shall not be charged or invoiced for the payment of taxes for Services performed under this Agreement. 7.7 Contractor's Continuing Obligations. Contractor's obligation to perform Services in accordance with the Agreement shall be absolute. Neither approval of any progress nor final payment to Contractor nor documentation confirming acceptance of the Services by the County, nor any payment by County to Contractor under the Agreement nor any act of acceptance by the County nor any failure to do so, nor any correction of defective work by County shall constitute an acceptance of Services not in accordance with the Agreement. 8 PAYMENT OF SUBCONTRACTORS 8.1 Payment. Contractor shall pay its Subcontractors and suppliers,within thirty(30)days following receipt of payment from the County for such subcontracted Services or Agreement.docx Page 10 of 23 supplies. Contractor agrees that if it withholds an amount as retainage from such Subcontractors or suppliers, that it shall release such retainage and pay same within thirty(30)days following receipt of payment of retained amounts from County. 8.2 Indemnification as to Payment of Subcontractors. Contractor agrees to save, defend, and hold the County, its employees and officials, divisions, districts and authorities harmless from any and all claims and actions from Contractor's Subcontractors for payment for Services and Deliverables provided by Subcontractors for Contractor under this Agreement. 9 LIMITATION OF LIABILITY AND INDEMNIFICATION OF COUNTY 9.1 General Indemnification. The Contractor shall indemnify, defend, and hold harmless the County and its officials,agents,employees,districts,and authorities from and against all claims, damages, losses, and expenses, including, but not limited to, attorney's fees, arising out of or resulting from the performance of this Agreement, to the extent that any such claim, damage, loss, or expense is caused by any acts or omissions of the Contractor or anyone directly or indirectly employed by Contractor. 9.2 Sovereign Immunity.The County expressly retains all rights, benefits and immunities of sovereign immunity in accordance with Section 768.28, Florida Statutes. Notwithstanding anything set forth in any section of this Agreement to the contrary, nothing in this Agreement shall be deemed as a waiver of the County's immunity or limits of liability beyond any statutory limited waiver of immunity or limits of liability which may have been or may be adopted by the Florida Legislature, and the cap on the amount and liability of the County for damages,regardless of the number or nature of claims in tort, equity, or contract, shall not exceed the dollar amount set by the legislature for tort. Nothing in this Agreement shall inure to the benefit of any third party for the purpose of allowing any claim against the County,which would otherwise be barred under the doctrine of sovereign immunity or by operation of law. 10 INSURANCE Contractor shall provide the required insurance detailed in Exhibit B for the entire Term of the Agreement. Regardless of anything submitted as proof of insurance, Contractor shall comply with all requirements of Exhibit B. 11 TERMINATION 11.1 County may terminate this Agreement upon at least thirty(30)days prior written notice to Contractor. 11.2 Contractor may terminate this Agreement upon at least one hundred eighty(180)days prior written notice to County. 11.3 Upon receipt of notice of termination by the County from Contractor or upon delivery of notice of termination from the County to Contractor, Contractor shall: 11.3.1 Stop work under the Agreement on the date and to the extent specified in County's Notice of Termination. Agreement.docx Page 11 of 23 11.3.2 Inform County of the extent to which performance is completed. 11.3.3 Place no further orders or subcontracts for materials, services or facilities except as may be necessary for completion of such portion of the work under the Agreement that is in progress but not yet completed. 11.3.4 Assign to the County, in the manner, at the times, and to the extent directed by the County, all of the right, title and interest of the Contractor under the orders and subcontracts so terminated. 11.4 For all undisputed outstanding invoices submitted to the County prior to the effective date of the termination and subject to Article 6 -- Term of Agreement, Article 7 — Agreement Price and Compensation, and this Article 11 - Termination, the County shall cause payments to be made to Contractor within forty five (45)days of receipt of payment from the state for claims submitted as a result of the Services for which Contractor has submitted an invoice. Contractor shall invoice the County for any sums Contractor claims to be owed by County under this Agreement for work performed from the last invoice to the effective date of termination. County shall review such invoice for payment and County shall pay any undisputed amount within forty five(45) days of payment from the state. 11.5 With the approval of the County and to the extent required by the County, settle all outstanding liabilities and all claims arising out of such termination. County's approval of such settlements shall be final for all the purposes of a termination under this Article 11 -Termination. In addition, Contractor shall transfer title and deliver to the County, in the manner, at the times, and to the extent, if any, directed by the County of Deliverables, work-in-progress, reports, models, studies, and other materials produced as a part of, or acquired in connection with the performance of the Services terminated. 11.6 If Contractor fails to cure a breach within ten (10)calendar days after receipt of notice from the County of said breach, the County may take over the Services and complete the Services and Contractor shall be liable to the County for any increased cost of the Project reasonably incurred by the County to complete the Contractor's unfinished Services. As such, County may apply unpaid Compensation due and owing to the Contractor prior to the default as a set off against the costs incurred by the County for taking over such Services. 11.7 The right of termination provided to the County and the Contractor herein shall be cumulative of all other remedies available at law. 11.8 All provisions of this Agreement which impose or contemplate continuing obligations on a party will survive the expiration or termination of this Agreement. 12 DISPUTE RESOLUTION 1. Good Faith Efforts to Resolve. The parties to this Agreement shall exercise their best efforts to negotiate and settle promptly any dispute that may arise with respect to this Agreement in accordance with the provisions set forth in this Section 12, Dispute Resolution. The Contractor and County Project Manager shall use reasonable efforts Agreementdocx Page 12 of 23 to arrange personal meetings and/or telephone conferences as needed, at mutually convenient times and places, and to address and work toward resolution of issues that arise in performance of this Agreement and applicable Scope of Services. Issues shall be escalated to successive management levels as needed. 2. Informal Dispute Resolution. If a dispute develops between the parties concerning. any provision of this Agreement, or the interpretation thereof, or any conduct by the other party under these agreements, and the parties are unable to resolve such dispute within five(5)business days or longer,that party,known as the Invoking Party, through its applicable Project Manager, shall promptly bring the disputed matter to the attention of the non-Invoking Party's Project Manager or designated representative, as the case may be, of the other party in writing ("Dispute Notice") in order to resolve such dispute. 3. Discovery and Negotiation / Recommended Procedures. Upon issuance of a Dispute Notice, the Project Managers or designated representative shall furnish to each other all non-privileged information with respect to the dispute believed by them to be appropriate and germane. The Project Managers shall negotiate in an effort to resolve the dispute without the necessity of any formal proceeding. If such dispute is not resolved by the Project Managers or designated representative within five (5) County work Days of issuance of the Dispute Notice, or such other time as may be mutually allowed by the Project Managers as being necessary given the scope and complexity of the dispute, the Project Managers may, depending upon the nature, scope, and severity of the dispute, escalate the dispute as indicated below: County Work Days Contractor's Representative County Representative 10 Contractor's Project Manager County's Project Manager 10 Contractor's Vice President of Director of Purchasing and EMS Business Development Contracts 20 Executive Vice President Deputy County Manager 4. Formal Dispute Resolution. At any point after issuance of a Dispute Notice under this section,either party may request and initiate formal non-binding mediation before a single mediator, which mediation shall be completed within thirty (30) days of initiation or such longer time as may be agreed upon by both parties as being necessary for the mutual selection of a mediator and scheduling of such mediation. Any such mediation shall be convened and conducted in accordance with the rules of practice and procedure adopted by the Supreme Court of Florida for court-ordered mediation, Rule 1.700 et seq. of the Florida Rules of Civil Procedure, and Chapter 44, Florida Statutes. If the dispute remains unresolved after conducting such Agreement docx Page 13 of 23 mediation, then either party may proceed to finalize any pending termination remedies and commence litigation in a court of competent jurisdiction. Each party shall bear its own costs and attorney's fees for mediation or arbitration of an issue arising under this Agreement. 5. Right to Terminate Reserved. Regardless of the dispute resolution procedures provided for in this Section 12, Dispute Resolution, nothing herein shall affect, delay, or otherwise preclude a party from terminating this Agreement in accordance with the provisions of Section 11, Termination, it being understood that these dispute resolution procedures are intended as a means of resolving disputes both during the term of this Agreement and after termination or expiration thereof. 13 COUNTY DATA 13.1 Contractor agrees and understands that all files and other information and data created in connection with the administration of this Contract constitute a public record, except to the extent it is exempt or proprietary under Florida Law(Chapter 119, Florida Statutes) from disclosure or as preempted by federal law. Contractor agrees to maintain for public record access such files and to maintain for public access such files after termination of this Contract to the extent required by the laws of the state of Florida. 13.2 Upon any termination or expiration of this Contract, Contractor, upon County's written request, shall promptly deliver, but not more than thirty (30) days after County's request, to County an extract of County's data hosted in the System in XML format or " such other format as mutually agreed upon by County and Contractor. 13.3 THE ABOVE DUTIES AND OBLIGATIONS SHALL SURVIVE THE CANCELLATION OR TERMINATION OF THIS CONTRACT. 14 LOCAL GOVERNMENT REQUIREMENTS 14.1 Public Records Law. Pursuant to section 119.0701(2)(a), Florida Statutes,the County is required to provide Contractor with this statement and establish the following requirements as contractual obligations pursuant to the Agreement: IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT 386-736-5935, purchasing@volusia.org, by mail, Purchasing and Contracts Division, Attn: Public Records Custodian, 123 W. Indiana Ave. RM 302 DeLand, FL 32720. By entering into this Agreement, Contractor acknowledges and agrees that any records maintained,generated, received, or kept in connection with,or related to the performance of services provided under,this Agreement are public records subject to the public records Agreement.docx Page 14 of 23 disclosure requirements of section 119.07(1), Florida Statutes, and Article I, section 24 of the Florida Constitution. Pursuant to section 119.0701, Florida Statutes, any Contractor entering into a contract for services with the County is required to: 14.1.1 Keep and maintain public records required by the County to perform the Services provided pursuant to this Agreement. 14.1.2 Upon request from the County's custodian of public records, provide the County with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes, or as otherwise provided by law. 14.1.3 Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the Agreement term and following completion of the Agreement if the Contractor does not transfer the records to the County. 14.1.4 Upon completion of the Agreement, transfer, at no cost, to the County all public records in the possession of the Contractor or keep and maintain public records required by the County to perform the service. If the Contractor transfers all public records to the County 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. All records stored electronically must be provided to the County, upon request from the County's custodian of public records, in a format that is compatible with the information technology systems of the County. 14.1.5 Requests to inspect or copy public records relating to the County's Agreement for services must be made directly to the County. If Contractor receives any such request, Contractor shall instruct the requestor to contact the County. If the County does not possess the records requested, the County shall immediately notify the Contractor of such request, and the Contractor must provide the records to the County or otherwise allow the records to be inspected or copied within a reasonable time. Contractor acknowledges that failure to provide the public records to the County within a reasonable time may be subject to penalties under section 119.10, Florida Statutes. Contractor further agrees not to release any records that are statutorily confidential or otherwise exempt from disclosure without first receiving prior written authorization from the County. Contractor shall indemnify, defend, and hold the County harmless for and against any and all claims, damage awards, and causes of action arising from the Contractor's failure to comply with the public records disclosure requirements of section 119.07(1), Florida Statutes, or by Contractor's failure to maintain public records that are exempt or confidential and exempt from the public records disclosure requirements, including, but not limited to, any third party claims or awards for attorneys' fees and costs arising therefrom. Contractor authorizes County to seek declaratory, injunctive, or other appropriate relief against Contractor from a Circuit Court in Volusia County on an expedited basis to enforce the requirements of this section. Agreement docx Page 15 of 23 14.2 No Code Violation or Past Due Debt. Contractor warrants and represents that neither the business, nor any officer or significant stakeholder of the business is in violation of the Volusia County Code of Ordinances, and does not owe the County any past due debt. Any breach of the foregoing warranty and representation shall constitute a material breach of this Agreement granting the County the right to terminate this Agreement as set forth herein. 14.3 Changes Due to Public Welfare. The County and Contractor agree to enter into good faith negotiations regarding modifications to this Agreement which may be required in order to implement changes in the interest of the public welfare or due to change in law or Ordinance. 14.4 Compliance with Applicable Laws. Contractor shall perform its obligations hereunder in accordance with all applicable federal, state and local laws, ordinances, rules, regulations, and all orders and decrees of bodies or tribunals having jurisdiction or authority, which in any manner affect the performance of this Agreement. Contractor shall protect and indemnify County and all its officers, agents, servants, employees, divisions and districts against any claim or liability arising from or based on the violation of any such law, ordinance, rule, regulation, order or decree caused or committed by Contractor, its representatives, subcontractors, professional associates, agents, servants or employees. Additionally, Contractor shall obtain and maintain at its own expense all applicable licenses and permits to conduct business pursuant to this Agreement from the federal government, state of Florida, County of Volusia or municipalities when legally required and maintain same in full force and effect during the term of this Agreement. 14.5 Nondiscrimination and Americans with Disabilities Act. Contractor shall not unlawfully discriminate against any person in the operations and activities in the use or expenditure of the funds or any portion of the funds provided by this Agreement. Contractor agrees it shall affirmatively comply with all applicable provisions of the Americans with Disabilities Act(ADA)in the course of providing all Services funded by County, including Titles I, ll and III of the ADA (regarding nondiscrimination on the basis of disability), and all applicable regulations, guidelines, and standards. If the County, the Department of Justice or other governmental entity tasked with the enforcement of the ADA("Enforcement Agency") notes any deficiency in the facilities, practices,services,or operations of the Contractor furnished or provided in connection with this Agreement, Contractor shall, at no additional charge or cost to the County, immediately cure any such deficiencies without delay to the satisfaction of such Enforcement Agency. Contractor further agrees that it shall, to the extent permitted by law, indemnify, defend, and hold harmless the County against any and all claims, sanctions, or penalties assessed against the County, which claims, sanctions, or penalties arise or otherwise result from Contractor's failure to comply with the ADA. In performing under this Agreement, Contractor agrees that it shall not commit an unfair employment practice in violation of any state or federal law and that it shall not discriminate against any member of the public, employee or applicant for employment for work under this Agreement because of race, color, religion, gender, sexual orientation, age, national origin, political affiliation,or disability and will take affirmative steps to ensure that applicants are employed - and employees are treated during employment without regard to race, color, religion, gender, sexual orientation, age, Agreement.docx Page 16 of 23 national origin, political affiliation, or disability. 14.6 Drug Free Workplace. The County of Volusia is a drug-free and smoke-free workplace. Contractor agrees that it shall provide a drug-free environment to its personnel during the Term of this Agreement and will comply, subject to the prior receipt thereof, with the County's policies on drug-free and smoke-free work place during the term of this Agreement. . 14.7 Employment of Illegal Aliens. Contractor certifies that it does not knowingly or willingly and will not during the performance of the Agreement employ illegal alien workers or otherwise violate the provisions of the Federal Immigration Reform and Control Act of 1986, as amended. 14.8 Prohibition Against Contingent Fees. 14.8.1 The Contractor warrants that he or she or it has not employed or retained any company or person, other than a bona fide employee working solely for the Contractor to solicit or secure this Agreement and that he or she or it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for the Contractor any fee, commission, compensation, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of this provision, the County shall have the right to terminate this Agreement without liability and, at its sole discretion, to deduct from the Agreement price or compensation, or otherwise recover,the full amount of such fee, commission, percentage, gift, or consideration. 14.8.2 Contractor understands and acknowledges that any individual, corporation, partnership, firm, or company, other than a bona fide employee working solely for the Contractor,who offers, agrees, or contracts to solicit or secure County contracts for professional Services for any other individual, company, corporation, partnership, or firm and to be paid, or is paid, any fee, commission, percentage, gift, or other consideration contingent upon, or resulting from, the award or the making of an agreement for professional Services shall, upon conviction in a competent court of this state, be found guilty of a first degree misdemeanor, punishable as provided in Sections 775.082 or 775.083 of the Florida Statutes. 14.8.3 Contractor understands and acknowledges that any individual, corporation, partnership, firm, or company, other than a bona fide employee working solely for the Contractor,who offers, agrees, or contracts to solicit or secure County contracts for professional Services for any other individual, company, corporation, partnership, or firm and to be paid, or is paid, any fee, commission, percentage, gift, or other consideration contingent upon, or resulting from, the award or the making of an agreement for professional Services shall, upon conviction in a competent court of this state, be found guilty of a first degree misdemeanor, punishable as provided in Sections 775.082 or 775.083 of the Florida Statutes. Agreement.docx Page 17 of 23 14.8.4 Any County official, agent or employee who offers to solicit or secure, or solicits or secures, an agreement for professional Services and to be paid, or is paid, any fee, commission, percentage, gift, or other consideration contingent upon the award or making of such an agreement for professional Services between the County and any individual person, company, firm, partnership, or corporation shall, upon conviction by a court of competent authority, be found guilty of a first degree misdemeanor, punishable as provided in Sections 775.082 or 775.083 of the Florida Statues. 14.9 Equal Opportunity; Disadvantaged Business Enterprises. The Contractor will not discriminate against any employee or applicant for employment because of race, creed, color, sex or national origin. The Contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, creed, color, sex or national origin. Such action shall include, but not be limited to the following: employment, upgrading or promotion, demotion, transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. 15 MISCELLANEOUS PROVISIONS 15.1 Independent Contractor. Contractor is an independent contractor under this Agreement. Services provided by Contractor pursuant to this Agreement shall be subject to the supervision of Contractor. In providing such Services, neither Contractor nor its agents shall act as officers, employees, or agents of the County. No partnership, joint venture, or other joint relationship is created hereby. County does not extend to Contractor or Contractor's agents any authority of any kind to bind County in any respect whatsoever. 15.2 Third Party Beneficiaries. Neither Contractor nor County intends to directly or substantially benefit a third party by this Agreement. The Parties expressly acknowledge that it is not their intent to create any rights or obligations in any third person or entity under this Agreement. Therefore, the Parties agree that there are no third party beneficiaries to this Agreement and that no third party shall be entitled to assert a claim against either of them based upon this Agreement, except as otherwise provided in this Agreement. 15.3 Notice. All notice required under this Agreement shall be in writing and shall be sent by certified United States Mail or national parcel service, postage prepaid, return receipt requested, or by hand-delivery with a written receipt of delivery, addressed to the party for whom it is intended at the place last specified. The place for giving notice shall remain the same as set forth herein until changed in writing in the manner provided in this section. For the present, the parties designate the following: Agreement.docx Page 18 of 23 In the case of County: with a copies of legal notices to: County of Volusia County of Volusia Attn: Director of Purchasing & Contracts Attn: County Attorney Address: 123 W. Indiana Ave., Rm. 302 Address: 123 W. Indiana Ave., Rm. 301 DeLand, Florida 32720 DeLand, Florida 32720 Phone: 386-736-5935 Phone: 386-736-5950 In the case of Contractor: with a copy of legal notices to: Advanced Data Processing, Inc. Intermedix Corp. a Subsidiary of Intermedix Corp. Attn: Vice President EMS Business Dev. Attn: Legal Dept. Address: 6451 N. Federal Hwy, Suite 1000 6451 N. Federal Hwy, Suite 1000 Ft. Lauderdale, FL 33308 Ft. Lauderdale, FL 33308 Phone: 513-225-6613 15.4 Assignment. Contractor may not assign or otherwise convey Contractor's rights and/or obligations under this Agreement without obtaining County's prior written consent, which consent County may withhold, limit and/or condition in County's sole discretion, including, but not limited to, requiring the Contractor or his/her proposed successor in interest to post a performance bond. Any consent by the County under this Section shall be by written amendment to the Agreement in a form and substance specified by the County in its sole discretion. If Contractor desires to assign or otherwise convey its rights and/or obligations under this Agreement, Contractor shall, no less than thirty (30) days prior to the assignment's proposed effective date, provide County with a written request for County's consent. Failure to provide such notice may result in the County assessing a processing fee of Five Hundred Dollars(US $500.00); however, payment of such fee shall not entitle the Contractor to the County's acceptance or approval of its request for assignment. Failure by the Contractor to obtain the County's consent in accordance with this Section prior to assignment or other conveyance shall: 1) constitute a material breach of the Contract; and 2) entitle the County utilize any and all legal rights, claims, and defenses to enforce this Section, including, but not limited to, seeking injunctive or declaratory relief and damages, including attorneys' fees and costs. Payment of any sum by the County in .accordance with the Agreement to the Contractor or any person or entity prior to the Contractor obtaining the County's consent to the assignment shall not constitute a waiver of the rights of the County under this Section 15.4. Nothing herein shall preclude the right of the County to waive its rights under this Section but no waiver shall be granted by the County without a written and duly executed amendment to the Agreement. 15.5 Conflicts. Neither Contractor nor its employees shall have or hold any continuing or frequently recurring employment or contractual relationship that is substantially antagonistic or incompatible with Contractor's loyal and conscientious exercise of judgment related to its performance under this Agreement. Contractor further agrees that none of its officers or employees shall, during the term of this Agreement, serve as an expert witness against County in any legal or administrative proceeding, unless Agreement.docx Page 19 of 23 compelled by court process. Further, Contractor agrees that such persons shall not give sworn testimony or issue a report or writing, as an expression of his or her expert opinion, which is adverse or prejudicial to the interests of County in connection with any such pending or threatened legal or administrative proceeding unless compelled by court process. The limitations of this section shall not preclude Contractor or any persons in any way from representing themselves, including giving expert testimony in support thereof, in any action or in any administrative or legal proceeding. In the event Contractor is permitted pursuant to this Agreement to utilize Subcontractors to perform any Services required by this Agreement, Contractor agrees to require such Subcontractors, by written Agreement, to comply with the provisions of this section to the same extent as Contractor. 15.6 Audit Right and Retention of Records. The County shall have the right to audit the books, records, and accounts of Contractor and its Subcontractors that are related to this Agreement. The Contractor and its Subcontractors shall keep such books, records, and accounts as may be necessary in order to record complete and correct entries related to the Agreement. The Contractor shall preserve and make available, at reasonable times for examination and audit by County, all financial records, supporting documents, statistical records, and any other documents pertinent to this Agreement for a retention period of five (5) years after completion or termination of this Agreement,and any renewals, as required by Item 65, General Records Schedule GS1-SL for state and Local Government Agencies, effective February 19, 2015 and the Florida Public Records Act (Chapter 119, Florida Statutes). Contractor shall, by written contract, require its Subcontractors to agree to the requirements and obligations of this Section 15.6. Audits will be subject to applicable privacy and confidentiality laws and regulations and Contractor's privacy and confidentiality policies and procedures. All audits must be performed at Contractor's home office in Ft. Lauderdale, FL. Nothing in this section 15.6 shall require Contractor to violate any laws applicable to Contractor as a provider of Public Emergency Medical Transportation (PEMT) Programs. 15.7 Location of County Data. Contractor shall not out-source any development and/or support for this Agreement or transfer any County Data outside the territorial limits of the United States of America, without the written approval of the Contract Administrator. • 15.8 References to County or Contractor. Contractor agrees that during the term of this Agreement, except as provided herein, Contractor may not reference County in Contractor's website, and/or press releases, and may not place County's name and logo on Contractor's Web site or in collateral marketing materials relating to Contractor's products and Services without prior review and written approval by County. Further, Contractor agrees that it may not use County's name, logo or any trademarks (including in any press releases, customer"case studies," and the like) without County's prior written consent. Termination or expiration of this Agreement shall not affect Contractor's obligation in this regard and such obligation shall survive the termination or cancellation of this Agreement. 15.9 Force Majeure. Neither party shall be liable for any failure or delay in the performance of its obligations under the Agreement to the extent such failure or delay necessarily results from the occurrence of a Force Majeure Event beyond the control or reasonable anticipation of either party, including, but not limited to, compliance with any Agreement docx Page 20 of 23 unanticipated government law or regulation not otherwise in effect at the time of execution of this Agreement, acts of God, unforeseeable governmental acts or omissions,fires, strikes, natural disasters, wars, riots,transportation problems, and/or any other unforeseeable cause whatsoever beyond the reasonable control of the parties (and such cause being referred to as a "Force Majeure Event"). Accordingly, the parties further agree that: 15.9.1 Upon the occurrence of Force Majeure Event, the non-performing party shall be excused from any further performance of those obligations under this Agreement that are affected by the Force Majeure Event for as long as (a) the Force Majeure Event continues; and (b) the non-performing party continues to use commercially reasonable efforts to recommence performance whenever and to whatever extent possible without delay. 15.9.2 Upon the occurrence of a Force Majeure Event, the non-performing party shall notify the other party of the occurrence of such event and describe in reasonable detail the effect(s) of such event upon the party's performance of its obligations and duties pursuant to this Agreement. Such notice shall be delivered or otherwise communicated to the other party within two (2) business days following the failure or delay caused by the Force Majeure Event, or as soon as possible after such failure or delay if the Force Majeure Event precludes the non-performing party from providing notice within such time period. 15.9.3 In the event of a Force Majeure Event,the time for performance by the parties under the applicable Scope of Services shall be extended for a period of time equal to the time lost by reason of such cause through execution of a change order pursuant to the terms of the Agreement. 15.10 Waiver of Breach and Materiality. Failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision or modification of this Agreement. A waiver of any breach of a provision of this Agreement shall not be deemed a waiver of any subsequent breach and shall not be construed to be a modification of the terms of this Agreement. 15.11 Severance. In the event this Agreement or a portion of this Agreement is found by a court of competent jurisdiction to be invalid,the remaining provisions shall continue to be effective to the extent practicable unless County or Contractor elects to terminate this Agreement. 15.12 Entire Agreement. This Agreement contains the entire agreement between Contractor and County. Any modifications to this Agreement shall not be binding unless in writing and signed by both parties. 15.13 Applicable Law, Venue and Waiver of Jury Trial. This Agreement shall be interpreted and construed in accordance with and governed by the laws of the state of Florida. Jurisdiction over and venue for any controversies or legal issues arising out of this Agreement shall be exclusively in the state courts of the Judicial Circuit of County of Volusia, Florida, unless one or more causes of action are solely cognizable in federal court, in which case,venue for and jurisdiction over such dispute(s) shall be Agreement docx Page 21 of 23 e in the Middle District of Florida, Orlando Division. By entering into this Agreement, Contractor and County hereby expressly waive any rights either party may have to a trial by jury of any civil litigation related to this Agreement, and, unless otherwise expressly provided herein, each agrees to bear its own costs and attorney's fees relating to any dispute arising under this Agreement. 15.14 Prior Agreements. This document represents the final and complete understanding of the Parties and incorporates or supersedes all prior negotiations, correspondence, conversations, agreements, and understandings applicable to the matters contained herein. The Parties agree that there is no commitment, agreement, or understanding concerning the subject matter of this Agreement that is not contained in this written document. Accordingly,the Parties agree that no deviation from the terms hereof shall be predicated upon any prior representation or agreement,whether oral or written. 16 All provisions of this Agreement which impose or contemplate continuing obligations on a party shall survive the expiration or termination of this Agreement. [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] Agreement.docx Page 22 of 23 17 SIGNATURES IN WITNESS WHEREOF, the parties have made and executed this Agreement for a Public Emergency Medical Transportation (PEMT) Program on the date last written below. Attest: COUNTY OF VOLUSIA A014Ja - T. a• ne: • Ed Kelley my Manager'� h �y County Ch r Date: / / / Date: VoZo l Attest: ADVANCED DATA PROCESSING, INC. A SUBSIDIARY OF INTERMEDIX CORPORATION l BY: he-/-L/c 1����✓ Signature-4' Signature -fetes-ct Aim'l/'it'7 �VZ4 crs Z Name and Vtle Brad Williams Vice President and Chief Administrative Officer Date: 317 Date: (,9 ((3 ill CC Date: 07/007 Agreement docx Page 23 of 23 EXHIBIT A SCOPE OF SERVICES For Public Emergency Medical Transportation(PEMT) Program A. County of Volusia's Emergency Medical Services (EMS) Division provides countywide ambulance and medical services some of which will qualify for the PEMT Program for Medicaid. The County must comply with both U.S. Department of Health and Human Services under the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and the Health Information Technology for Economic and Clinical Health(HITECH)Act and as such, Contractor shall comply. 1. Contractor activities shall comply with the Standards for Privacy of Individually Identifiable health Information, Health Insurance Reform Security Standards that is published by the HIPAA, and Gramm-Leach-Bliley Act (GLB) and Business Associate Agreement-Exhibit C. 2. Contractor shall consider all data provided as confidential information. Contractor shall not release any confidential information without prior written consent from the County. 3. Contractor shall inform the County,according to HIPAA guidelines,of any breach of confidential information. This includes unintentional data breaches such as mailing to unintended recipients. B. The County of Volusia (County) provides emergency medical transports to approximately seven hundred (700) Medicaid patients each year and the Contractor shall complete the required paperwork for the County to participate in the Public Emergency Medical Transports(PEMT)Program. C. This Program provides for supplemental payments for allowable costs that are in excess of other Medicaid revenue received for emergency medical transportation services to Medicaid eligible recipients. D. The Contractor shall be familiar with the PEMT Program in the State of Florida and all the rules,regulations and requirements associated with the Program. E. The Contractor shall have the knowledge, skills, and ability to fully complete the required cost reports to the Agency for Health Care Administration (AHCA) within the time frame prescribed by the AHCA. F. Contractor shall have knowledge of the data and cost reporting principles specified in Chapter 401,Florida Statutes. G. Contractor shall have knowledge and experience in the completion of all ten(10)Schedules as required by the Program. 1 P\Becki\2017 Solicitations\17-SQ-68BB\Contract\Exhibit A,Scope of Services H. The County will provide the Contractor with all of the required data needed to complete the Schedules;however,the Contractor is responsible for accurate completion of the Schedules. I. Contractor shall be able to accept from the County, in electronic submission form, all information via a secure connection in accordance with the Health Insurance Portability and Accountability Act(HIPAA). J. If the completed cost report is rejected by the AHCA,Contractor shall work with the County to make the necessary corrections and/or modifications and resubmit the report before the required filing deadline. K. Contractor agrees to receive compensation for contracted Services on a contingency fee basis. This compensation will be based on payments received by the County under the PEMT Program. L. If,as a result of an audit by ACHA,a refund is required by the County,the Contractor agrees to return the portion of the compensation fee that was paid on the amount being refunded. 2 P\Becki\2017 Solicitations\17-SQ-68BB\Contract\Exhibit A,Scope of Services Exhibit B Insurance Requirements • 1. Required Types of Insurance The Contractor shall purchase and maintain at its own expense, during the term of the Agreement,the types and amounts of insurance with limits no less than those shown below, in the form and from companies satisfactory to the County are detailed in Figure 1 below. Figure 1 is a listing and general summary of insurance policies required and is not intended to be comprehensive as to the requirements of each specific policy. Contractors shall review the additional requirements in this Exhibit B and ensure that the insurance policies comply with the specific terms and conditions therein. Figure 1: TYPE OF INSURANCE WORKERS COMPENSATION Florida Statutory Coverage 0 Waiver of Subrogation ❑Longshore&Harbor Workers'Act,Jones Act,& Maritime Coverage Endorsement COMMERCIAL GENERAL LIABILITY - Broad EACH OCCURRENCE $ 1,000,000 form ®Occurrence Basis GENERAL AGGREGATE $2,000,000 ®Blanket Contractual Liability Premises-Operations $ 1,000,000 ®County Additional Insured ❑County Additional Named Insured Products&Completed Ops $1,000,000 ®Waiver of Subrogation El Independent Contractors Personal&Adv Inj. $1,000,000 ❑Blanket additional insured endorsement Fire Damage $ ❑Project specific ❑Location specific ❑xcuID $ AUTO LIABILITY Combined Single Limit $300,000 ®Any Auto Bodily Injury(Per person) $ El Broadened Pollution Liability Endorsement CA 99 48 03 06 Bodily Injury(Per accident) $ ❑MCS 90 Property Damage(Per ❑County Additional Insured Accident) $ Note:If contractor does not own any vehicles,Contractor shall have coverage symbol 8(Hired Autos) and coverage symbol 9(Non-Owned Autos). r PROFESSIONAL LIABILITY $1,000,000 ®Cyber Insurance Privacy Liability $5,000,000 ®Regulatory Actions&Investigations ®Privacy Breach Notifications B-1 CANCELLATION: Thirty(30)days written notice of cancellation is required to the Certificate Holder: Certificate Holder: County of Volusia Purchasing&Contracts Division 123 W.Indiana Avenue,Room 302 DeLand,FL 32720 ATTN:Rebecca Bishop A. Claims Made Basis Insurance Policies. All insurance policies written on a Claims Made Form shall maintain a retroactive date prior to or equal to the effective date of the Agreement. The Contractor shall purchase a Supplemental Extended Reporting Period("SERP")with a minimum reporting period of not less than three (3) years in the event the policy is canceled,not renewed, switched to occurrence form, or any other event which requires the purchase of a SERP to cover a gap in insurance for claims which may arise under or related to the Agreement. The Contractor's purchase of the SERF shall not relieve the Contractor of the obligation to provide replacement coverage. In addition, the Contractor shall require the carrier to immediately inform the Contractor, the County Risk Manager and the Purchasing and Contracts Division of any contractual obligations that may alter its professional liability coverage under the Agreement. B. Risk Retention Groups and Pools. Contractor shall not obtain an insurance policy required under this Agreement from a Risk Retention Group or Pool. C. Minimum Required Policies and Limits.Minimum underlying policies,coverages, and limits shall include all policies listed in Figure 1. D. Additional Insured, Policies, Coverages, Limits, Primary and Non-Contributory Basis.Under all insurance policies where the County is required to be an additional insured, the coverage and limits provided to the County under Contractor's insurance policies shall be that listed in Figure 1 or the Contractor's actual limits, whichever is higher.All coverage provided to the County as an additional insured by said policies shall be primary and shall not be additional to or contributing with any other insurance carried by or for the benefit of the County with any other insurance available to the County. E. If the services provided require the disposal of any hazardous or non-hazardous materials off the job site, the disposal site operator must furnish a certificate of insurance for Pollution Legal Liability with coverage for bodily injury and property damage for losses that arise from the facility that is accepting the waste under the Agreement. F. Workers' Compensation. Workers' Compensation insurance is required for all employees of the Contractor, employed or hired to perform or provide work or services under the Agreement or that is in any way connected with work or services performed under the Agreement,without exclusion for any class of employee, and shall comply fully with the Florida Workers' Compensation Law (Chapter 440, Florida Statutes, Workers' Compensation Insurance) and include Employers' B-2 Liability Insurance with limits no less than the statutory. Policy shall include a waiver of subrogation in favor of the County. i. Contractor and its Subcontractors,or any associated or subsidiary company doing work on County property or under the Agreement must be named in the Workers' Compensation coverage or provide proof of their own Workers' Compensation coverage, without exclusion of any class of employee, and with a minimum of the statutory limits per occurrence for Employer's liability coverage. Further, if the Contractor's Subcontractors fail to obtain Workers'Compensation insurance and a claim is made against the County by the uncovered employee of said Subcontractor of the Contractor, the Contractor shall indemnify, defend, and hold harmless the County from all claims for all costs including attorney's fees and costs arising under said employee(s)Workers'Compensation insurance claim(s). G. Commercial General Liability Insurance. The Contractor shall acquire and maintain Commercial General Liability insurance, with limits of not less than the amounts shown above. Contractor shall not obtain an insurance policy wherein the policy limits are reduced by defense and claim expenses. Such insurance shall be issued on an occurrence basis and include coverage for the Contractor's operations, independent Contractors, Subcontractors and "broad form" property damage coverages protecting itself, its employees, agents, Contractors or subsidiaries, and their employees or agents for claims for damages caused by bodily injury,property damage, or personal or advertising injury, and products liability/completed operations including what is commonly known as groups A,B,and C.Such policies shall include coverage for claims by any person as a result of actions directly or indirectly related to the employment of such person or entity by the Contractor or by any of its Subcontractors arising from work or services performed under the Agreement. Public liability coverage shall include either blanket contractual insurance or a designated contract contractual liability coverage endorsement, indicating expressly the Contractor's Agreement to indemnify, defend and hold harmless the County as provided in the Agreement. The commercial general liability policy shall provide coverage to County when it is required to be named as an additional insured either by endorsement or pursuant to a blanket additional insured endorsement, for those sources of liability which would be covered by the latest edition of the standard Commercial General Liability Coverage Form (ISO Form CG 00 01),as filed for use in the State of Florida by the Insurance Services Office,without the attachment of any endorsements excluding or limiting coverage for Bodily Injury,Property Damage, Products/Completed Operations, Independent Contractors, Property of County in Contractor's Care, Custody or Control or Property of County on which contracted operations are being performed, Explosion, Collapse or Underground hazards (XCU Coverage, Contractual Liability or Separation of Insureds. When County is added as additional insured by endorsement, ISO Endorsements CG 20 10 and CG 20 37 or their equivalent shall be used and shall provide such additional insured status that is at least as broad as ISO form CG 20 10 11 85. If County has agreed by separate contract to require Contractor to name another party as an additional insured,Contractor shall add said party as an additional insured to the commercial general liability policy by ISO Endorsement CG 20 38. Contractor shall require its subcontractors performing B-3 work under this Agreement to add the County and any other party that the County has agreed by separate contract to require Contractor to name as an additional insured to their Commercial General Liability policy as an additional insured by ISO Endorsement CG 20 38.All commercial general liability policies shall provide a waiver of subrogation in favor of the County and any other party required by this Agreement to be named as an additional insured. H. Motor Vehicle Liability. The Contractor shall secure and maintain during the term of the Agreement motor vehicle coverage in the split limit amounts of no less than the amounts shown in Figure 1 per person,per occurrence for bodily injury and for property damage or a combined single limit of the amount shown above with"Any Auto", Coverage Symbol 1, providing coverage for all autos operated regardless of ownership, and protecting itself, its employees, agents or lessees, or subsidiaries and their employees or agents against claims arising from the ownership, maintenance, or use of a motor vehicle. The County shall be an additional insured under this policy when required in Figure 1. Professional Liability. The Contractor shall ensure that it secures and maintains, during the term of the Agreement, Professional Liability insurance with limits of no less than the amount shown above. Such policy shall cover all the Contractor's or its Subcontractor's professional liabilities whether occasioned by the Contractor or its Subcontractors,or its agents or employees[and broad enough to include errors and omissions specific to Contractor's professional liability for direct and contingent design errors and Architect's/Engineers professional liability with no exclusions for design-build work]. The County shall be an additional insured under this policy when required in Figure 1. If the Contractor fails to secure and maintain the professional liability insurance coverage required herein,the Contractor shall be liable to the County and agrees to indemnify,defend,and hold harmless the County against all claims,actions, losses or damages that would have been covered by such insurance. J. Cyber Insurance. The Contractor shall secure and maintain during the term of the Agreement data privacy and network security liability insurance,with a limit of not less than the amounts shown above with an aggregate limit and per occurrence basis, with coverage for(a)data breaches by the Contractor or anyone causing the loss of use of electronic data; loss of personally identifiable information or County confidential information; violations of privacy regulations associated with the control and use of personally identifiable financial, medical or other sensitive information including but not limited to HITECH; HIPPA; Gramm-Leach Bliley Act of 1999; Florida Breach of Security Act (Section 817.5681, Florida Statutes (2012); the Federal Trade Commission Act (15 U.S.C. 45(a)); violations of the identity Red Flags under the Fair and Accurate Credit Transactions Act of 2003; (c) violations of any state, federal or foreign identity theft or privacy protection, notification and credit monitoring statutes(including any amendments thereto);(d) online defamation, advertising, libel, and slander-related exposures as well as emerging Web 2.0 liabilities created by casual users of third parties accessing Contractor's web site(s)or computer systems through eMedia and the Internet; (e) network security breaches for failure of security measures to prevent a denial of B-4 service, unauthorized access,theft of electronic data,and inadvertent transmission of a virus or other malicious code; (f) infringement of intellectual property rights (e.g.,patent,copyright,or trademark)in any telecommunications medium(e.g.,cell phones, modems,text,videos, images, blogs,etc.)which result in a loss of County revenue or expense to the County due to a covered network outage or computer system loss; (1) cyber investigation expense incurred to investigate a data privacy or network security wrongful act;and,(g)cyber extortion for expenses incurred in the event of an extortion threat to cause a data privacy or network security wrongful act. K. Primary and Excess Coverage. Any insurance required may be provided by primary and excess insurance policies. 2. Insurance Requirements A. General Insurance Requirements: All insurance policies shall be issued by insurers licensed and/or duly authorized under Florida Law to do business in the State of Florida and all insuring companies are required to have a minimum rating of A- and a Financial category size of VIII or greater in the "Best Key Rating Guide" published by A.M. Best&Company, Inc. ii. Approval by County of any policy of insurance shall not relieve Contractor from its responsibility to maintain the insurance coverage required herein for the performance of work or services by the Contractor or its Subcontractors for the entire term of the Agreement and for such longer periods of time as may be required under other clauses of the Agreement. iii. Waiver of Subrogation. The Contractor hereby waives all rights against the County and its Subcontractors for damages by reason of any claim,demand, suit or settlement (including workers' compensation) for any claim for injuries or illness of anyone, or perils arising out of the Agreement. The Contractor shall require similar waivers from all its Subcontractors. Contractor's insurance policies shall include a waiver of subrogation in favor of the County. This provision applies to all policies of insurance required under the Agreement (including Workers' Compensation, and general liability). iv. County Not Liable for Paying Deductibles. For all insurance required by Contractor, the County shall not be responsibleor liable for paying deductibles for any claim arising out of or related to the Contractor's business or any Subcontractor performing work or services on behalf of the Contractor or for the Contractor's benefit under the Agreement. v. Cancellation Notices. During the term of the Agreement, Contractor shall be responsible for promptly advising and providing the County Risk Manager and the Purchasing and Contracts divisions with copies of notices of cancellation or any other changes in the terms and conditions of the B-5 original insurance policies approved by the County under the Agreement within two(2)business days of receipt of such notice or change. vi. Deductibles Contractors that maintain and administer a self-insured retention or a large deductible program exceeding the insurance requirements listed in this solicitation using a formal program to fund either program may submit an exception in accordance with Section 3.8 of RSQ #17-SQ-68BB, Questions, Exceptions, and Addenda, to be considered for this solicitation. The request must include a summary of the program's design, funding method, and the program's supporting financial information. If additional information is necessary,the County will request more specific information, which must be provided by the Contractor. The Countyls Risk Manager will review the information submitted and determine whether the program is acceptable to the County. Contractors with no formal risk management program in place to manage and fund deductibles or self-insured retentions may not be considered. Subject to County approval, Contractor may obtain a letter of credit in the amount equivalent to the deductible,which shall remain in effect during the term of the Agreement at no additional cost to the County. 3. Proof of Insurance A. The Contractor shall be required to furnish evidence of all required insurance in the form of certificates of insurance, which shall clearly outline all hazards covered as itemized herein, the amounts of insurance applicable to each hazard and the expiration dates. B. The Contractor shall furnish proof of insurance acceptable to the County prior to or at the time of execution of the Agreement and the Contractor shall not commence work or provide any service until the Contractor has obtained all the insurance required under the Agreement and such insurance has been filed with and approved by the County. Upon request from the County, the Contractor shall furnish copies of all requested policies and any changes or amendments thereto, immediately, to the County, the County Risk Manager, and Purchasing and Contracts Divisions, prior to the commencement of any contractual obligations. The Agreement may be terminated by the County, without penalty or expense to County, if at any time during the term of the Agreement proof of any insurance required hereunder is not provided to the County. C. All certificates of insurance shall clearly indicate that the Contractor has obtained insurance of the type,amount and classification required by this Section. No work or services by Contractor or its Subcontractors shall be commenced until County has approved these policies or certificates of insurance. Further, the Contractor agrees that the County shall make no payments pursuant to the terms of the Agreement until all required proof or evidence of insurance has been provided to B-6 the County. The Agreement may be terminated by the County, without penalty or expense, if proof of any insurance required hereunder is not provided to the County. D. The Contractor shall file replacement certificates with the County at the time of expiration or termination of the required insurance occurring during the term of the Agreement. In the event such insurance lapses,the County expressly reserves the right to renew the insurance policies at the Contractor's expense or terminate the Agreement but County has no obligation to renew any policies. 4. The provisions of this Exhibit B, shall survive the cancellation or termination of the Agreement. B-7 Exhibit B Insurance Requirements 1. Required Types of Insurance The Contractor shall purchase and maintain at its own expense, during the term of the Agreement,the types and amounts of insurance with limits no less than those shown below, in the form and from companies satisfactory to the County are detailed in Figure 1 below. Figure 1 is a listing and general summary of insurance policies required and is not intended to be comprehensive as to the requirements of each specific policy. Contractors shall review the additional requirements in this Exhibit B and ensure that the insurance policies comply with the specific terms and conditions therein. Figure 1: TYPE OF INSURANCE WORKERS COMPENSATION Florida Statutory Coverage ®Waiver of Subrogation ❑Longshore&Harbor Workers'Act,Jones Act,& Maritime Coverage Endorsement COMMERCIAL GENERAL LIABILITY - Broad EACH OCCURRENCE $ 1,000,000 form ®Occurrence Basis GENERAL AGGREGATE $2,000,000 ®Blanket Contractual Liability Premises-Operations $ 1,000,000 ®County Additional Insured ❑County Additional Named Insured Products&Completed Ops $1,000,000 Waiver of Subrogation ❑Independent Contractors Personal&Adv Inj. $1,000,000 ❑Blanket additional insured endorsement Fire Damage $ ❑Project specific ❑Location specific ❑XCU $ AUTO LIABILITY Combined Single Limit $300,000 ®Any Auto Bodily Injury(Per person) $ ❑Broadened Pollution Liability Endorsement CA 99 48 03 06 Bodily Injury(Per accident) $ ❑MCS 90 Property Damage(Per Q County Additional Insured Accident) $ Note:If contractor does not own any vehicles,Contractor shall have coverage symbol 8(Hired Autos) and coverage symbol 9(Non-Owned Autos). ®PROFESSIONAL LIABILITY $1,000,000 E Cyber Insurance ®Privacy Liability $5,000,000 ®Regulatory Actions&Investigations ®Privacy Breach Notifications B-1 CANCELLATION: Thirty(30)days written notice of cancellation is required to the Certificate Holder: Certificate Holder: County of Volusia Purchasing&Contracts Division 123 W.Indiana Avenue, Room 302 DeLand,FL 32720 ATTN:Rebecca Bishop A. Claims Made Basis Insurance Policies. All insurance policies written on a Claims Made Form shall maintain a retroactive date prior to or equal to the effective date of the Agreement. The Contractor shall purchase a Supplemental Extended Reporting Period ("SERP")with a minimum reporting period of not less than three (3) years in the event the policy is canceled, not renewed, switched to occurrence form, or any other event which requires the purchase of a SERP to cover a gap in insurance for claims which may arise under or related to the Agreement. The Contractor's purchase of the SERP shall not relieve the Contractor of the obligation to provide replacement coverage. In addition, the Contractor shall require the carrier to immediately inform the Contractor, the County Risk Manager and the Purchasing and Contracts Division of any contractual obligations that may alter its professional liability coverage under the Agreement. B. Risk Retention Groups and Pools. Contractor shall not obtain an insurance policy required under this Agreement from a Risk Retention Group or Pool. C. Minimum Required Policies and Limits. Minimum underlying policies, coverages, and limits shall include all policies listed in Figure 1. D. Additional Insured, Policies, Coverages, Limits, Primary and Non-Contributory Basis.Under all insurance policies where the County is required to be an additional insured, the coverage and limits provided to the County under Contractor's insurance policies shall be that listed in Figure 1 or the Contractor's actual limits, whichever is higher. All coverage provided to the County as an additional insured by said policies shall be primary and shall not be additional to or contributing with any other insurance carried by or for the benefit of the County with any other insurance available to the County. E. If the services provided require the disposal of any hazardous or non-hazardous materials off the job site, the disposal site operator must furnish a certificate of insurance for Pollution Legal Liability with coverage for bodily injury and property damage for losses that arise from the facility that is accepting the waste under the Agreement. F. Workers' Compensation. Workers' Compensation insurance is required for all employees of the Contractor, employed or hired to perform or provide work or services under the Agreement or that is in any way connected with work or services performed under the Agreement, without exclusion for any class of employee, and shall comply fully with the Florida Workers' Compensation Law (Chapter 440, Florida Statutes, Workers' Compensation Insurance) and include Employers' B-2 Liability Insurance with limits no less than the statutory. Policy shall include a waiver of subrogation in favor of the County. i. Contractor and its Subcontractors,or any associated or subsidiary company doing work on County property or under the Agreement must be named in the Workers' Compensation coverage or provide proof of their own Workers' Compensation coverage, without exclusion of any class of employee, and with a minimum of the statutory limits per occurrence for Employer's liability coverage. Further, if the Contractor's Subcontractors fail to obtain Workers' Compensation insurance and a claim is made against the County by the uncovered employee of said Subcontractor of the Contractor, the Contractor shall indemnify, defend, and hold harmless the County from all claims for all costs including attorney's fees and costs arising under said employee(s)Workers' Compensation insurance claim(s). G. Commercial General Liability Insurance. The Contractor shall acquire and maintain Commercial General Liability insurance, with limits of not less than the amounts shown above. Contractor shall not obtain an insurance policy wherein the policy limits are reduced by defense and claim expenses. Such insurance shall be issued on an occurrence basis and include coverage for the Contractor's operations, independent Contractors, Subcontractors and "broad form" property damage coverages protecting itself, its employees, agents, Contractors or subsidiaries, and their employees or agents for claims for damages caused by bodily injury,property damage, or personal or advertising injury, and products liability/completed operations including what is commonly known as groups A,B,and C. Such policies shall include coverage for claims by any person as a result of actions directly or indirectly related to the employment of such person or entity by the Contractor or by any of its Subcontractors arising from work or services performed under the Agreement. Public liability coverage shall include either blanket contractual insurance or a designated contract contractual liability coverage endorsement, indicating expressly the Contractor's Agreement to indemnify, defend and hold harmless the County as provided in the Agreement. The commercial general liability policy shall provide coverage to County when it is required to be named as an additional insured either by endorsement or pursuant to a blanket additional insured endorsement, for those sources of liability which would be covered by the latest edition of the standard Commercial General Liability Coverage Form (ISO Form CG 00 01), as filed for use in the State of Florida by the Insurance Services Office,without the attachment of any endorsements excluding or limiting coverage for Bodily Injury,Property Damage,Products/Completed Operations, Independent Contractors, Property of County in Contractor's Care, Custody or Control or Property of County on which contracted operations are being performed, Explosion, Collapse or Underground hazards (XCU Coverage, Contractual Liability or Separation of Insureds. When County is added as additional insured by endorsement, ISO Endorsements CG 20 10 and CG 20 37 or their equivalent shall be used and shall provide such additional insured status that is at least as broad as ISO form CG 20 10 11 85. If County has agreed by separate contract to require Contractor to name another party as an additional insured,Contractor shall add said party as an additional insured to the commercial general liability policy by ISO Endorsement CG 20 38. Contractor shall require its subcontractors performing B-3 work under this Agreement to add the County and any other party that the County has agreed by separate contract to require Contractor to name as an additional insured to their Commercial General Liability policy as an additional insured by ISO Endorsement CG 20 38. All commercial general liability policies shall provide a waiver of subrogation in favor of the County and any other party required by this Agreement to be named as an additional insured. H. Motor Vehicle Liability. The Contractor shall secure and maintain during the term of the Agreement motor vehicle coverage in the split limit amounts of no less than the amounts shown in Figure I per person,per occurrence for bodily injury and for property damage or a combined single limit of the amount shown above with"Any Auto", Coverage Symbol 1, providing coverage for all autos operated regardless of ownership, and protecting itself, its employees, agents or lessees, or subsidiaries and their employees or agents against claims arising from the ownership, maintenance, or use of a motor vehicle. The County shall be an additional insured under this policy when required in Figure 1. Professional Liability. The Contractor shall ensure that it secures and maintains, during the term of the Agreement, Professional Liability insurance with limits of no less than the amount shown above. Such policy shall cover all the Contractor's or its Subcontractor's professional liabilities whether occasioned by the Contractor or its Subcontractors,or its agents or employees[and broad enough to include errors and omissions specific to Contractor's professional liability for direct and contingent design errors and Architect's/Engineers professional liability with no exclusions for design-build work]. The County shall be an additional insured under this policy when required in Figure 1. If the Contractor fails to secure and maintain the professional liability insurance coverage required herein,the Contractor shall be liable to the County and agrees to indemnify, defend,and hold harmless the County against all claims,actions, losses or damages that would have been covered by such insurance. J. Cyber Insurance. The Contractor shall secure and maintain during the term of the Agreement data privacy and network security liability insurance,with a limit of not less than the amounts shown above with an aggregate limit and per occurrence basis,with coverage for(a)data breaches by the Contractor or anyone causing the loss of use of electronic data; loss of personally identifiable information or County confidential information; violations of privacy regulations associated with the control and use of personally identifiable financial, medical or other sensitive information including but not limited to HITECH; HIPPA; Gramm-Leach Bliley Act of 1999; Florida Breach of Security Act (Section 817.5681, Florida Statutes (2012); the Federal Trade Commission Act (15 U.S.C. 45(a)); violations of the identity Red Flags under the Fair and Accurate Credit Transactions Act of 2003; (c) violations of any state, federal or foreign identity theft or privacy protection, notification and credit monitoring statutes(including any amendments thereto); (d) online defamation, advertising, libel, and slander-related exposures as well as emerging Web 2.0 liabilities created by casual users of third parties accessing Contractor's web site(s)or computer systems through eMedia and the Internet; (e) network security breaches for failure of security measures to prevent a denial of B-4 service, unauthorized access, theft of electronic data, and inadvertent transmission of a virus or other malicious code; (f) infringement of intellectual property rights (e.g.,patent,copyright,or trademark)in any telecommunications medium(e.g.,cell phones,modems,text, videos, images,blogs, etc.) which result in a loss of County revenue or expense to the County due to a covered network outage or computer system loss; (f) cyber investigation expense incurred to investigate a data privacy or network security wrongful act; and, (g)cyber extortion for expenses incurred in the event of an extortion threat to cause a data privacy or network security wrongful act. K. Primary and Excess Coverage. Any insurance required may be provided by primary and excess insurance policies. 2. Insurance Requirements A. General Insurance Requirements: All insurance policies shall be issued by insurers licensed and/or duly authorized under Florida Law to do business in the State of Florida and all insuring companies are required to have a minimum rating of A- and a Financial category size of VIII or greater in the "Best Key Rating Guide" published by A.M. Best&Company, Inc. ii. Approval by County of any policy of insurance shall not relieve Contractor from its responsibility to maintain the insurance coverage required herein for the performance of work or services by the Contractor or its Subcontractors for the entire term of the Agreement and for such longer periods of time as may be required under other clauses of the Agreement. iii. Waiver of Subrogation. The Contractor hereby waives all rights against the County and its Subcontractors for damages by reason of any claim,demand, suit or settlement (including workers' compensation) for any claim for injuries or illness of anyone, or perils arising out of the Agreement. The Contractor shall require similar waivers from all its Subcontractors. Contractor's insurance policies shall include a waiver of subrogation in favor of the County. This provision applies to all policies of insurance required under the Agreement (including Workers' Compensation, and general liability). iv. County Not Liable for Paving Deductibles. For all insurance required by Contractor, the County shall not be responsible or liable for paying deductibles for any claim arising out of or related to the Contractor's business or any Subcontractor performing work or services on behalf of the Contractor or for the Contractor's benefit under the Agreement. v. Cancellation Notices. During the term of the Agreement, Contractor shall be responsible for promptly advising and providing the County Risk Manager and the Purchasing and Contracts divisions with copies of notices of cancellation or any other changes in the terms and conditions of the B-5 original insurance policies approved by the County under the Agreement within two(2)business days of receipt of such notice or change. vi. Deductibles Contractors that maintain and administer a self-insured retention or a large deductible program exceeding the insurance requirements listed in this solicitation using a formal program to fund either program may submit an exception in accordance with Section 3.8 of RSQ #17-SQ-68BB, Questions, Exceptions, and Addenda, to be considered for this solicitation. The request must include a summary of the program's design, funding method, and the program's supporting financial information. If additional information is necessary,the County will request more specific information, which must be provided by the Contractor. The County's Risk Manager will review the information submitted and determine whether the program is acceptable to the County. Contractors with no formal risk management program in place to manage and fund deductibles or self-insured retentions may not be considered. Subject to County approval, Contractor may obtain a letter of credit in the amount equivalent to the deductible,which shall remain in effect during the term of the Agreement at no additional cost to the County. 3. Proof of Insurance A. The Contractor shall be required to furnish evidence of all required insurance in the form of certificates of insurance, which shall clearly outline all hazards covered as itemized herein, the amounts of insurance applicable to each hazard and the expiration dates. B. The Contractor shall furnish proof of insurance acceptable to the County prior to or at the time of execution of the Agreement and the Contractor shall not commence work or provide any service until the Contractor has obtained all the insurance required under the Agreement and such insurance has been filed with and approved by the County. Upon request from the County, the Contractor shall furnish copies of all requested policies and any changes or amendments thereto, immediately, to the County, the County Risk Manager, and Purchasing and Contracts Divisions, prior to the commencement of any contractual obligations. The Agreement may be terminated by the County, without penalty or expense to County, if at any time during the term of the Agreement proof of any insurance required hereunder is not provided to the County. C. All certificates of insurance shall clearly indicate that the Contractor has obtained insurance of the type,amount and classification required by this Section. No work or services by Contractor or its Subcontractors shall be commenced until County has approved these policies or certificates of insurance. Further, the Contractor agrees that the County shall make no payments pursuant to the terms of the Agreement until all required proof or evidence of insurance has been provided to B-6 the County. The Agreement may be terminated by the County, without penalty or expense,if proof of any insurance required hereunder is not provided to the County. D. The Contractor shall file replacement certificates with the County at the time of expiration or termination of the required insurance occurring during the term of the Agreement. In the event such insurance lapses, the County expressly reserves the right to renew the insurance policies at the Contractor's expense or terminate the Agreement but County has no obligation to renew any policies. 4. The provisions of this Exhibit B, shall survive the cancellation or termination of the Agreement. B-7 • Exhibit C BUSINESS ASSOCIATE AGREEMENT This BUSINESS ASSOCIATE AGREEMENT (the "Agreement"), is entered by and between Advanced Data Processing, Inc., a subsidiary of Intermedix Corporation("Business Associate"),with the address of 6451 N. Federal Highway, Suite 1000, Fort Lauderdale, FL 33308, and the County of Volusia("Covered Entity"),a Florida political subdivision with the address of 123 West Indiana Avenue, DeLand,Florida 32720(collectively referred to as"Parties"),for the purpose of a Public Emergency Medical Transportation (PEMT)Program. WITNESSETH WHEREAS,Covered Entity is a health care provider and a"covered entity"as defined in the Health Insurance Portability and Accountability Act of 1996 and related regulations,as amended from time to time ("HIPAA"); and WHEREAS, Business Associate is a"business associate"as defined in HIPAA; and WHEREAS,Covered Entity wishes to commence or continue a business relationship with Business Associate that shall be/has been memorialized in a separate agreement(the"Underlying Agreement"),and the nature of the Underlying Agreement may involve the exchange of Protected Health Information ("PHI") as that term is defined in HIPAA;and WHEREAS, the HIPAA Privacy Standards, as amended from time to time (the "Privacy Rule"), require Covered Entity to obtain and document satisfactory assurances from the Business Associate that the Business Associate shall appropriately safeguard PHI through a written contract; and WHEREAS, the HIPAA Security Standards, as amended from time to time (the "Security Rule"), govern the security of PHI obtained, created or maintained electronically by covered entities and business associates as defined in HIPAA; and WHEREAS,the Health Information Technology for Economic and Clinical Health ("HITECH")Act, found in Titles XIII and XIV of the American Recovery and Reinvestment Act of 2009, modifies certain provisions of HIPAA relating to the privacy and security of PHI; and WHEREAS,the parties acknowledge that, in the event of a violation of HIPAA or the HITECH Act by Business Associate, Business Associate may be subject to the same civil and criminal penalties as Covered Entity would be for such violation by Covered Entity; and WHEREAS,the parties desire to enter into this Agreement for the purpose of ensuring compliance with the requirements of HIPAA, its implementing regulations,the HITECH Act and Florida law. NOW THEREFORE, in consideration of their mutual promises made herein, and the foregoing recitals which are material to this Agreement and incorporated hereby together with other good and valuable consideration, receipt of which is hereby acknowledged by each party,the Parties, intending to be legally bound, herein agree as follows: 1. Definitions for Use in This Agreement. Capitalized terms and acronyms used but not otherwise defined in this Agreement shall have the same meaning ascribed to those terms in HIPAA, the HITECH Act,and any current and future regulations promulgated under HIPAA or the HITECH Act. 2. •Obligations and Activities of Business Associate. Upon request by Covered Entity, Business Associate shall provide to Covered Entity evidence of the performance of an information security assessment as required by the HIPAA Security Rule, which evidence shall be satisfactory to Covered Entity. Page 1 of 6 P:\IIECKI\2D17 Solicitations\I7-SQ-688B,Participation Emergency Medical Transponation Program%CONTRACT\Exhibit C,BAA for Volusia County.docx T: a. Upon request by Covered Entity, Business Associate shall provide to Covered Entity a copy of its written policies and procedures relating to the security of PHI and the name of the person responsible for implementing the HIPAA Security Rule and this Agreement on behalf of Business Associate. b. Except as otherwise limited in this Agreement, Business Associate may use or disclose PHI to perform functions, activities or services for, or on behalf of, Covered Entity as specified in the Underlying Agreement provided that such use or disclosure would not violate the Privacy Rule. Business Associate agrees to not use or disclose PHI other than as permitted or required by this Agreement or as Required by Law, as that term is defined in HIPAA,the HITECH Act and/or applicable regulations. c. Business Associate agrees to use appropriate safeguards to prevent use or disclosure of PHI other than as provided for by this Agreement. d. Business Associate shall implement administrative,physical,and technical safeguards that reasonably and appropriately protect the confidentiality, integrity and availability of PHI that it creates, receives, maintains or transmits on behalf of the Covered Entity. e. Business Associate agrees to mitigate,to the extent practicable,any harmful effect known to Business Associate of its use or disclosure of PHI in violation of the requirements of this Agreement and/or the Privacy Rule. f. Business Associate agrees to report in writing to Covered Entity any use or disclosure of PHI not provided for by this Agreement within ten(10)calendar days after becoming aware of such use or disclosure. g. Business Associate shall report to Covered Entity within ten (10) calendar days after becoming aware of any"security incident," as that term is defined in the HIPAA Security Rule. In its report to Covered Entity,the Business Associate shall identify:the date of the security incident, the scope of the security incident,the Business Associate's response to the security incident and the identification of the party responsible for causing the security incident, if known. h. Business Associate shall report in writing to Covered Entity any breach involving PHI, as the term"breach"is defined in the HITECH Act, by completing the Breach Notification form attached hereto as Exhibit"1° and by reference made a part hereof. Business Associate shall provide said notification to Covered Entity of any such breach within 10 calendar days after such breach. i. Business Associate shall indemnify, hold harmless, and reimburse Covered Entity for any costs incurred by the Covered Entity as a result of a"breach," as defined in the HITECH Act,by Business Associate, including but not limited to the cost of notification to individuals made by Covered Entity pursuant to 45 C.F.R. § 164.404 and the cost of remedial actions taken to protect individuals whose information was disclosed in violation of this Agreement HIPAA,the HITECH Act, or the regulations promulgated thereunder. Business Associate further agrees to defend, indemnify, and hold harmless Covered Entity, its officers, directors, employees, and agents,from and against all claims, liabilities, suits,judgments, fines, assessments, penalties, damages, costs, and other expenses of any kind or nature whatsoever, including without limitation, attorney's fees, expert witness fees, and costs of investigation, litigation or dispute resolution, related in any manner to or arising out of any material breach of this Agreement by Business Associate, its agents, representatives, officers, directors, employees, or subcontractors. These indemnities shall continue in full force and effect subsequent to and notwithstanding the expiration or termination of the Agreement. Page 2 of 6 P:\BECK'\2017 Solicitations117-SQ-6gBB,Participation Emergency Medical Transportation Program\6 CONTRACT1Exhibit C.BAA for Volusia County.docx j. Business Associate agrees to ensure that any agent,including a subcontractor,to whom it provides PHI received from, created by, or received by Business Associate on behalf of Covered Entity agrees to the same restrictions and conditions that apply through this Agreement to Business Associate with respect to such information. k. Within ten (10) business days after a written request from Covered Entity, Business Associate agrees to provide access to PHI in a Designated Record Set ("DRS"), as that term is defined in HIPAA, to Covered Entity or, as directed by Covered Entity, to an Individual, as that term is defined in HIPAA, in order to meet the requirements under 45 CFR§164.524. In the event any Individual requests access to PHI directly from Business Associate, Business Associate shall forward written notice of such request to Covered Entity within ten business(10)days after such request. Any denials of access to the PHI requested shall be the responsibility of Covered Entity. I. Business Associate agrees to make any amendment(s)to PHI in a DRS that the Covered Entity directs or agrees to pursuant to 45 CFR§164.526 at the written request of Covered Entity or an Individual,within twenty(20)business days of the written request. m. Business Associate agrees to make internal practices, books, and records, including policies and procedures and PHI, relating to the use and disclosure of PHI received from, or created or received by Business Associate on behalf of Covered Entity,available to the Covered Entity and to the Secretary, within fifteen (15) business days after notice of the Secretary's request or in the time and manner designated by the Secretary, for purposes of the Secretary determining Covered Entity's compliance with the Privacy Rule and the Security Rule. n. Business Associate agrees to document disclosures of PHI and information related to such disclosures as would be required for Covered Entity to respond to a request by an Individual for an accounting of disclosures of PHI in accordance with 45 CFR§164.528. o. Business Associate agrees to provide to Covered Entity, or to an Individual at the request of the Covered Entity, or to the Individual if the request is made directly to the Business Associate by the Individual within fifteen(15)business days of written notice from Covered Entity to Business Associate, information collected in accordance with Section 2.0. of this Agreement, to permit Covered Entity to respond to a request by an Individual for an accounting of disclosures of in accordance with 45 CFR§164.528. p. Business Associate shall comply with the privacy, security and security breach notification provisions applicable to a business associate under the HITECH Act and any regulations promulgated thereunder,including but not limited to compliance with each of the Standards and Implementation Specifications of 45 §§ C.F.R. 164.308 (Administrative Safeguards), 164.310 (Physical Safeguards), 164.312 (Technical Safeguards), 164.316 (Policies and Procedures and Documentation Requirements), and 164.410 (Notification by a Business Associate). 3. Permitted Uses and Disclosures by Business Associate-General Use and Disclosure Provisions. Except as otherwise limited in this Agreement, Business Associate may use or disclose PHI to perform functions, activities, or services for, or on behalf of, Covered Entity as specified in the Agreement, provided that such use or disclosure would not violate the Privacy Rule if done by Covered Entity or the minimum necessary policies and procedures of Covered Entity. 4. Permitted Uses and Disclosures by Business Associate-Specific Use and Disclosure Provisions. a. Except as otherwise limited in this Agreement, Business Associate may use PHI for the proper management and administration of Business Associate or to carry out Business Associate's legal responsibilities. Page 3 of 6 P:IBECK112017 Solicitations\I7-SQ-68BB,Participation Emergency Medical Transportation Programl6 CONTRACT\Exhibit C,BAA For Volusia County.docx b. Except as otherwise limited in this Agreement, Business Associate may disclose PHI for the proper management and administration of Business Associate, provided that disclosures are Required By Law or Business Associate obtains reasonable assurances from the person to whom the information is disclosed that it will remain confidential and used or further disclosed only as Required By Law or for the purpose for which it was disclosed to the person, and the person notifies Business Associate of any instances of which it is aware in which the confidentiality of the information has been breached. c. Except as otherwise limited in this Agreement, Business Associate may use PHI to provide Data Aggregation services to Covered Entity as permitted by 42 C.F.R. §164.504(e)(2)(i)(B). d. Business Associate may use PHI to report violations of law to appropriate Federal and State authorities, consistent with 42 C.F.R. §164.502(j)(1). 5. Provisions for Covered Entity to Inform Business Associate of Privacy Practices and Restrictions. a. Covered Entity shall notify Business Associate of any limitation(s) in its notice of privacy practices of Covered Entity in accordance with 45 CFR§164.520, to the extent that such limitation(s)may affect Business Associate's use or disclosure of PHI. b. Covered Entity shall notify Business Associate of any changes in, or revocation of permission by Individual to use or disclose PHI,to the extent that such changes may affect Business Associate's use or disclosure of PHI. c. Covered Entity shall notify Business Associate of any restriction on the use or disclosure of PHI that Covered Entity has agreed to in accordance with 45 CFR §164.522, to the extent that such restriction may affect Business Associate's use or disclosure of PHI. 6. Permissible Requests by Covered Entity. Covered Entity shall not request Business Associate to use or disclose PHI in any manner that would not be permissible under the Privacy Rule if done by Covered Entity. 7. Term and Termination. a. Term. The commencement date for the term of this Agreement shall be July_, 2017. This Agreement shall terminate when all of the PHI provided by Covered Entity to Business Associate, or created or received by Business Associate on behalf of Covered Entity, is destroyed or returned to Covered Entity, or, if it is infeasible to return or destroy PHI, protections are extended to such information in accordance with the termination provisions in this Section. b. Termination for Cause.Upon Covered Entity's knowledge of a material breach by Business Associate,Covered Entity shall: 1) Provide an opportunity for Business Associate to cure the breach or end the violation within thirty(30)days after written notice and, if Business Associate does not cure the breach or end the violation within that time,terminate this Agreement; or 2) Immediately terminate this Agreement upon written notice if Business Associate has breached a material term of this Agreement and cure is not possible as determined at the sole discretion of Covered Entity; or 3) If neither termination nor cure is feasible, report the violation to the Secretary of Page 4 of 6 P:\BECKI@017 Solicitations\17-SQ-68BB,Participation Emergency Medical Transportation Program\6 CONTRACT\Exhibit C,BAA for Volusia County does the Department of Health and Human Services. c. Effect of Termination. 1) Except as provided in paragraph (2) of this subsection, upon termination of this Agreement, for any reason, Business Associate shall return or destroy all PHI received from Covered Entity, or created or received by Business Associate on behalf of Covered Entity. This provision shall apply to PHI that is in the possession of any subcontractors or agents of Business Associate, and Business Associate has the duty to ensure that any and all of its subcontractors or agents comply with these termination provisions. Neither Business Associate, nor any of its subcontractors or agents, shall retain any copies of PHI upon termination of this Agreement. 2) In the event that Business Associate determines that returning or destroying the PHI is infeasible, Business Associate shall provide to Covered Entity written notification of the conditions that make return or destruction infeasible thirty(30) calendar days prior to the termination of the Agreement or within thirty (30) calendar days of Business Associate's receipt of notice from Covered Entity of a material breach of this Agreement by Business Associate. Upon mutual agreement of the parties that return or destruction of PHI is infeasible, Business Associate shall extend the protections of this Agreement to such PHI and limit further uses and disclosures of such PHI to those purposes that make the return or destruction infeasible, for so long as Business Associate maintains such PHI. 8. Effect on Prior Business Associate Agreements: This Agreement supersedes and replaces any existing Business Associate Agreement in effect between Business Associate and Covered Entity. Any PHI Business Associate has received from Covered Entity prior to,on, or after the date of this Agreement is subject to the terms and conditions of this Agreement. 9. Miscellaneous. a Regulatory References. A reference in this Agreement to a section in the Privacy Rule means the section as in effect or as amended. b. Amendment. The Parties agree to take such action as is necessary to amend this Agreement from time to time as is necessary for Covered Entity to comply with the requirements of the Privacy Rule and HIPAA; amendments are not effective unless in writing,signed by both Parties. Survival. The respective rights and obligations of Business Associate under Section 7.c., "Effect of Termination,"and Section 2.j., regarding Indemnification, of this Agreement shall survive the termination of this Agreement. c. Interpretation.Any ambiguity in this Agreement shall be resolved to permit Covered Entity to comply with the Privacy Rule. d. Notice. Any notice required under this Agreement shall be sent by certified mail, return receipt requested or by hand delivery to the following persons: e. Retroactivity. Business Associate warrants that there have been no violations of HIPAA or HITECH Act from the date of execution of the Underlying Agreement through the commencement date of this Agreement. Page 5 of 6 P:\BECKI\2017 Solicitation\I7-SQ-68BB,Participation Emergency Medical Transportation Program%CONTRACT\Exhibit C,BAA for Volusia County.docx t Covered Entity: Donna de Peyester, Deputy County Manager, CFO County of Volusia 123 West Indiana Avenue, Rm 300 DeLand, Florida 32720 With copies to: John Zaragoza, Emergency Medical Services Director County of Volusia 112 Carswell Avenue Holly Hill, Florida 32117 Jeaniene Jennings, Emergency Medical Administration Director County of Volusia 123 West Indiana Avenue, Rm 302 DeLand, Florida 32720 Business Associate: • Advanced Data Processing, Inc.,a Subsidiary of Intermedix Corporation 6451 N. Federal Highway Suite 1000, Fort Lauderdale, FL 33308 IN WITNESS THEREOF, the parties have caused this Business Associate Agreement to be duly executed by their duly authorized representatives on the respective dates under each signature. BUSINESS ASSOCIATE: ADVANCED DATA ATTEST: PROCESSI INC.,A SUBSIDIARY INTERMEDIX� � By: � . /9 By: i _. _ ?)7-4"i. Name: 'mP IQ/ I/,kods Name: ,¢.es.A_ ��pf nl�� . Title: V19 I CAI Title: j��, ic ) jai L Date: &J Zt J 7 Date: /7 COVERED ENTITY:COUNTY OF VOLUSIA, FL / By: chick B %�/ Name: Ed Kelley ame: James . Dinneen Title: County Ch it -7 Title: County Manager OP/Date: 7 Date: ilV/� Page 6 of 6 P 111ECM\2017 Solicitations\I7-SQ-68BB,Panic pation Emergency Medical Transportation Program%CONTRACT\Exhibit C,BAA for Volusia County docx Exhibit 1 Form of Notification to Covered Entity of Breach of Unsecured PHI Business Associate hereby notifies Covered Entity that there has been a breach of unsecured protected health information (PHI) that Business Associate has used or has had access to under the terms of the Business Associate Agreement. Description of the breach: Date of the breach: Date of the discovery of the breach: Name of each individual affected by the breach: The types of unsecured PHI that were involved in the breach (such as full name, Social Security number, date of birth,home address, account number, or disability code): Description of what Business Associate is doing to investigate the breach,to mitigate losses,and to protect against any further breaches: Contact information to ask questions or learn additional information: Name: Title: Address: Email Address: Phone Number: 7 P:\BECKI\2017 Solicitations\I7-SQ-68BB,Panicipation Emergency Medical Transportation Program\6 CONTRACT\Exhibic C,BAA Pot Volusia County ducts