Okaloosa County BOCC — May 20, 2014 — Intermedix EMS Billing Contract 2014 — reading text

immediately, without notice to Client, suspend Client’s access to the SaaS Service until such time as the Security Breach Event has been fully resolved, and no longer presents a threat of inappropriate access to: (i) the SaaS Services, (ii) any other intellectual property rights of Intermedix or its affiliates or (iii) the personal data or Protected Health Information gathered by Client in the performance of EMS by the Client. To the extent that a Security Breach Event requires Client to provide HIPAA Notifications, any such notifications shall not include a reference to Intermedix or any of its affiliates unless such a reference is specifically required by HIPAA or other applicable law. 4.03 Security. Client acknowledges that it is solely responsible for providing security software, including without limitation, firewalls and similar applications, to prevent unauthorized access to its computer systems, including malware prevention software on User's computers. Client is responsible for requiring its Users to use a password to access the SaaS Services in compliance with the SaaS Security Characteristics. The "SaaS Security Characteristics" means a password to access the SaaS Services, which must be at least eight (8) characters in length, and contain three (3) of four (4) of the following characteristics: lowercase letter, uppercase letter, special character or a number. Intermedix shall use commercially reasonable efforts to maintain the security of the SaaS Services, but shail not be responsible for the Client’s loss or dissemination of passwords or other breaches beyond Intermedix’s reasonable control. 5. COMPENSATION AND METHOD OF PAYMENT. 5.01 Fees. Intermedix shall be paid by Client a monthly amount representing fees for the Services provided by Intermedix hereunder, computed as follows: EMS Billing Servicest+ Billing & collection of non-Medicaid accounts (non-Medicaid billing & collection services) 4.46% of Net Collections* Processing of each Medicaid transport account $11.00 per account Mailing HIPAA Notice of Privacy Practice No charge +The EMS Billing Services fee herein shall include all expenses of billing and collection including, but not limited to, stationery, forms, envelopes, postage, and phone facilities. Excludes the cost of Certified Mail ifrequested or required by government agencies. TripTix ePCR Services TripTix Mobile TripTix software, 20 Panasonic Toughpad ¥FZ-G1 (Guggedized) Includes 4 year warranty (WITHOUT wireless service) Additional units TripTix Web — Unlimited Users TripTix ePCR Services — Wireless Service TripTix Mobile — Wireless Service Included for options 1,2,3 above Additional units 0.70% of Net Collections* 0.035% of Net Collections* No charge 0.135% of Net Collections* 0.00675% of Net collections* Fleet yes FleetEyes 0.23% of Net Collections* Vehicle modems, antenna assembly, FleetEyes software, set up and training for 20 vehicles Additional units 0.011% of Net Collections* CAD Interface (VisionAir) No Charge *Net Collections is defined as all monies collected by Intermedix for EMS billing provided by Client less refunds. 5.02 Intermedix shall submit the monthly invoices for fees for the Services to Okaloosa County Public Safety, 90 College Boulevard East, Niceville, FL 32578. Client shall pay the amount invoiced within thirty (30) days of receipt of such invoice. In the event a portion of Intermedix’s invoice is disputed, payment for the disputed amount may be withheld pending resolution of the dispute, and the remainder of the invoice(s) will be processed for payment without regard to that portion which is in dispute. 5.03 Bank Accounts. Client agrees that it will be solely responsible for the cost and maintenance of any and all of Client’s bank accounts, lock-box and/or remote deposit services. Client, should it elect to participate in any credit card acceptance program, agrees to assume and be responsible for all costs associated with such program. 6. COLLECTION EFFORTS. 6.01 Alternative Collection Arrangements. Intermedix will have the right, on Client’s behalf, in its sole and complete discretion, to enter into an alternative collection arrangement with respect to any patient encounter performed by the Client if: (@ the total payments are for at least 80 percent of the amount of the bill; (ii) an insurance company offers at least 70% of the total amount billed with a stipulation that the insured not be billed for the balance; or (iii) Intermedix is able to make arrangements for the payment of patient account that provide a substantially similar economic benefit to Client, as Intermedix determines in its sole and complete discretion. 6.02 Scope of Collection Efforts. If reasonable efforts have been made to collect a patient account of Client and such efforts have not been successful, Intermedix shall have the right to terminate collection efforts and close the account as an unpaid debt. As used herein “reasonable efforts” shall be defined to mean at least but not limited to one hundred twenty (120) days of active collection efforts in the ordinary course of business. In addition, Intermedix may terminate or suspend collection efforts in the event that Client has supplied Intermedix with materially incomplete or inaccurate billing and/or patient information. Absent contrary instructions from Client with respect to any patient encounter, the accounts that Intermedix has deemed to be uncollectible may be forwarded to a third-party collection agency for further collection effort. 6.03 Administrative Fee/Third Party Collection Costs. Client will be responsible for engaging any third party collection service for uncollectible accounts after Intermedix has exhausted its collection efforts. Client will be directly liable for all fees of third party collection agency. 6.04 Excluded Persons. If any refunds of patient accounts of Client are required to be refunded to or offset by any government and commercial payor as a result of Client’s violation of its obligations set forth in Exhibit A (Scope of Services), Section B.9. (an “Excluded Person Refund”), Intermedix shall not be required to refund to Client any commissions or fees earned or previously paid to Intermedix as a result of its collection of such Excluded Person Refund or otherwise include such Excluded Person Refunds in its calculation of Net Collections as set forth herein. 7. SYSTEM SUPPORT. Support and training of Client’s Users will be provided subject to and in accordance with the terms of the Scope of Services. 8. INDEPENDENT CONTRACTORS. Intermedix is an independent contractor of Client and not an employee or agent of Client; provided, however, to the extent necessary to fulfill its billing and collection efforts under this Agreement, Intermedix is authorized to sign in an administrative capacity for Client the following types of standard forms and correspondence only; letters to patients or their representatives verifying that an account is paid in full; forms verifying the tax-exempt status of Client; and insurance filings and related forms. Intermedix has no authority to sign any document that imposes any additional liability on Client. Intermedix shall retain full contro! over the employment, direction, compensation and discharge of all persons assisting in the performance of the Services. Intermedix shall be fully responsible for all matters relating to payment of its employees, including compliance with social security, withholding tax and all other laws and regulations governing such matters. Each party shall be responsible for its own acts and those of its agents and employees during the Term of this Agreement. 9. LIMITATION ON LIABILITY AND HOLD HARMLESS. HOLD HARMLESS. To the fullest extent permitted by law, Intermedix shall indemnify and hold harmless Client, its officers and employees from liabilities, damages, losses, and costs including but not limited to reasonable attorney fees, to the extent caused by the negligence, recklessness, or intentional wrongful conduct of Intermedix and other persons employed or utilized by Intermedix in the performance of this Agreement. 10. INSURANCE. Intermedix shall procure and maintain for the duration of the Agreement, the following insurance coverage: (i) workers’ compensation insurance in compliance with the applicable state and federal laws; (ii) general liability insurance in an amount no less than $1,000,000 per occurrence; (iii) coverage for business interruption, destruction of data processing equipment and media, liabilities affecting accounts receivable, and valuable documents in an amount no less than $100,000 aggregate; and (iv) liability coverage for all vehicles whether owned, hired or used in the amount of $1,000,000.00 per occurrence. 11. CONFIDENTIALITY AND HIPAA BUSINESS ASSOCIATE OBLIGATIONS. 11.01 Confidential Information. Each party (the “Discloser”) may disclose to the other party (the “Recipient’) certain non-public information relating to the Discloser’s business, including technical, marketing, financial, personnel, planning, medical records and other information that is marked confidential or which the Recipient should reasonably know to be confidential given the nature of the information and the circumstance of disclosure (“Confidential Information”). Confidential Information of each party shall also include the terms of this Agreement, but not the existence and general nature of this Agreement. Confidential Information will not include any information: (i) lawfully obtained or created by the Recipient independently of, and without use of, Discloser’s Confidential Information and without breach of any obligation of confidence or violation of HIPAA or the HITECH Act; or (ii) that is in or enters the public domain without breach of any obligation of confidence. Client shall be responsible for any breach by any of its Users, employees or agents of any of the confidentiality obligations set forth herein. 11.02 Use and Disclosure. Except as expressly permitted by this Agreement or the BA Agreement (as applicable) and subject to applicable law, the Recipient will: (a) not disclose Discloser’s Confidential Information except: (i) to the employees or contractors of the Recipient to the extent that they need to know that Confidential Information for the purpose of performing the Recipient’s obligations under this Agreement, and who are bound by confidentiality terms with respect to that Confidential Information no less restrictive than those contained in this Section 11.02; or (ii) as required to be disclosed by law, to the extent required to comply with that legal obligation, provided that the Recipient will promptly notify the Discloser of such obligation; (b) use the Discloser’s Confidential Information only for the purpose of performing Recipient’s obligations under this Agreement; (c) use all reasonable care in handling and securing the Discloser’s Confidential Information, and employ all reasonable data security measures that the Recipient ordinarily uses with respect to its own proprietary information of similar nature and importance; and (d) —_ use and disclose Confidential Information that contains Protected Health Information in accordance with the terms of the Business Associate Agreement attached hereto as Exhibit B (the “BA Agreement’), if applicable. 11.03 Return _of Confidential Information. Subject to Intermedix’s internal data retention policies and applicable law, the Recipient will return to the Discloser, and destroy or erase all of the Disclosure Confidential Information in tangible form, upon the expiration or termination of this Agreement, and the Recipient will promptly certify in writing to the Discloser that it has done so. 11.04 HIPAA Business Associate Exhibit/Changes In HIPAA. Each party agrees to the obligations set forth in the BA Agreement attached hereto as Exhibit B (the “BA Agreement’), Such BA Agreement constitutes