#10-5557 (Image Trend, Inc.)
A G R E E MEN T 10-5557
"Software Licensing Agreement for
Electronic Patient Care Reporting System"
THIS AGREEMENT, made and entered into on this 14th day of September, 2010, by and
between ImageTrend, Inc., whose business address is 20855 Kensington Boulevard, Lakeville,
Minnesota 55044, hereinafter called the "Consultant" and Collier County, a political
subdivision of the State of Florida, Collier County, Naples, hereinafter called the "County":
WIT N E SSE T H:
1. COMMENCEMENT. This Agreement shall commence after receipt of the Notice to
Proceed, in the form of a letter from the County's Contract Manager. This Agreement
shall be for a three (3) year period commencing from the date of award by the Board of
County Commissioners.
The County may, at its discretion and with the consent of the Consultant, renew the
Agreement under all of the terms and conditions contained in this Agreement for
three (3) additional one (1) year periods for a total of six (6) years. The County shall
give the Consultant written notice of the County's intention to extend the Agreement
term not less than ten (10) days prior to the end of the Agreement term then ineffect.
2. STATEMENT OF WORK. The Consultant shall provide the County software and
services as follows:
A. SUPPLY OF SOFTWARE AND LICENSED INFORMATION:
CONSULTANT shall provide COUNTY software and services as detailed in
Exhibit" A."
B. MODIFICATIONS, IMPROVEMENTS AND ENHANCEMENTS:
During the terms of this Agreement and any extensions under Section I,
CONSULT ANT will provide COUNTY with error corrections, defect fixes,
patches or other updates to the Software in object code form, to the extent
available in accordance with CONSULTANT's release schedule. If COUNTY
desires to add new functions or make enhancements to the Software, COUNTY
must, for additional consideration, negotiate with CONSULTANT to develop
new functions or improvements to the existing Software. All such error
corrections, bug fixes, patches, updates, or other improvements or
modifications shall be the sole property of CONSULT ANT.
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C. INSTALLATION, INTRODUCTORY TRAINING AND DEBUGGING:
1. CONSULTANT shall provide COUNTY with start-up services such as
the installation and introductory training relating to the Software, and, if
necessary, initial debugging services.
2. "Train-the-trainer" training for administrators as detailed in Exhibit" A."
Additionally, online training videos and user guides in electronic format
will be made available.
3. CONSULTANT will provide installation instructions and assistance for
installation of the Software on the COUNTY's Servers. County agrees to
ensure that CONSULT ANT will have unlimited server access.
4. Introductory training relating to the Software as detailed in Exhibit" A."
The parties may enter into a supplemental written agreement in the event
COUNTY desires that CONSULTANT provide additional training.
5. CONSULTANT will provide hosting consultation during normal
business hours for the term of the contract. Onsite and after-hours support
will be charged at the then standard rates plus travel expenses.
This Agreement contains the entire understanding between the parties and any
modifications to this Agreement shall be mutually agreed upon in writing by the.
Consultant and the County Contract Manager or his designee, in compliance with the
County Purchasing Policy and Administrative Procedures in effect at the time such
services are authorized.
3. COMPENSATION. The County shall pay the Consultant for the performance of this
Agreement pursuant to Exhibit" A/' Pricing Agreement and Payment Schedule, which
is attached hereto and made a part hereof by reference.
4. EXHIBITS. Exhibit "B/' Application Use Support Service Level Agreement, provides
basic rules for binding the Consultant and all of its application support customers and
is accepted by the parties by execution of this Agreement; Exhibit "C/' Business
Associate Agreement, is to be signed by both parties; Exhibit "D/' Insurance
Requirements, outlines the insurance coverage required of the Consultant; Exhibit "E,"
Scope of Work (SOW), provides an overview of the project schedule and deliverables;
and Exhibit "F," Deliverable Acceptance Signoff Form, to be signed by the County
upon acceptance of a deliverable. Exhibits "B" thru "F" are attached hereto and made
a part hereof by reference.
5. NOTICES. All notices from the County to the Consultant shall be deemed duly
served if mailed or faxed to the Consultant at:
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ImageTrend. Inc.
20855 Kensington Blvd.
Lakeville, MN 55044
Toll Free: 1-888-469-7789; Phone: 952-469-1589
Fax: 952-985-5671
MMcBrady@ImageTrend.com
Attn: Michael J. McBrady, President
All Notices from the Consultant to the County shall be deemed duly served if mailed or
faxed to the County to:
Collier County Government Center
Purchasing Department - Purchasing Building
3301 Tamiami Trail, East
Naples, Florida 34112
Attn: Steve Carnell
Fax: 239-252-6584
The Consultant and the County may change the above mailing address at any time
upon giving the other party written notification. All notices under this Service
Agreement must be in writing.
6. NO PARTNERSHIP. Nothing herein contained shall create or be construed as creating
a partnership between the County and the Consultant or to constitute the Consultant as
an agent of the County.
7. PERMITS: LICENSES: TAXES. In compliance with Section 218.80, F.S., all permits
necessary for the prosecution of the Work shall be obtained by the Consultant. Payment
for all such permits issued by the County shall be processed internally by the County.
All non-County permits necessary for the prosecution of the Work shall be procured
and paid for by the Consultant. The Consultant shall also be solely responsible for
payment of any and all taxes levied on the Consultant. In addition, the Consultant shall
comply with all rules, regulations and laws of Collier County, the State of Florida, or the
U. S. Government now in force or hereafter adopted. The Consultant agrees to comply
with all laws governing the responsibility of an employer with respect to persons
employed by the Consultant.
8. NO IMPROPER USE. The Consultant will not use, nor suffer or permit any person to
use in any manner whatsoever, county facilities for any improper, immoral or offensive
purpose, or for any purpose in violation of any federat state, county or municipal
ordinance, rule, order or regulation, or of any governmental rule or regulation now in
effect or hereafter enacted or adopted. In the event of such violation by the Consultant
or if the County or its authorized representative shall deem any conduct on the part of
the Consultant to be objectionable or improper, the County shall have the right to
suspend the contract of the Consultant. Should the Consultant fail to correct any such
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violation, conduct, or practice to the satisfaction of the County within twenty-four (24)
hours after receiving notice of such violation, conduct, or practice, such suspension to
continue until the violation is cured. The Consultant further agrees not to commence
operation during the suspension period until the violation has been corrected to the
satisfaction of the County.
9. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or individual
shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other
item of value to any County employee, as set forth in Chapter 112, Part IIt Florida
Statutes, Collier County Ethics Ordinance No. 2004-05, and County Administrative
Procedure 5311. Violation of this provision may result in one or more of the following
consequences: a. Prohibition by the individual, firm, and! or any employee of the firm
from contact with County staff for a specified period of time; b. Prohibition by the
individual and! or firm from doing business with the County for a specified period of
time, including but not limited to: submitting bids, RFP, and! or quotes; and, c. immediate
termination of any contract held by the individual and! or firm for cause.
10.TERMINATION. Should the Consultant be found to have failed to perform its services
in a manner satisfactory to the County as per this Agreement, the County may terminate
said agreement immediately for cause; further the County may terminate this Agreement
for convenience with a seven (7) day written notice. The County shall be sole judge of
non-performance.
11. NO DISCRIMINATION. The Consultant agrees that there shall be no discrimination
as to race, sex, color, creed or national origin.
12. INDEMNIFICATION. To the maximum extent permitted by Florida law, the
Consultant shall indemnify and hold harmless Collier County, its officers and
employees from any and all liabilities, damages, losses and costs, including, but not
limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the
negligence, recklessness, or intentionally wrongful conduct of Consultant or anyone
employed or utilized by the Consultant in the performance of this Agreement. This
indemnification obligation shall not be construed to negate, abridge or reduce any other
rights or remedies which otherwise may be available to an indemnified party or person
described in this paragraph.
This section does not pertain to any incident arising from the sole negligence of Collier
County.
13. CONTRACT ADMINISTRATION. This Agreement shall be administered on behalf
of the County by the Collier County Emergency Services Department.
14. CONFLICT OF INTEREST: Consultant represents that it presently has no interest and
shall acquire no interest, either direct or indirect, which would conflict in any manner
with the performance of services required hereunder. Consultant further represents
that no persons having any such interest shall be employed to perform those services.
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15. COMPONENT PARTS OF THIS CONTRACT. This Contract consists of the attached
component parts, all of which are as fully a part of the contract as if herein set out
verbatim: Exhibit" A" --Pricing Agreement, Exhibit "B" --Application Use Support
Service Level Agreement, Exhibit "C" --HIP AA Business Associate Agreement, Exhibit
"D" - Insurance Requirements, Exhibit "E" --Statement of Work, Exhibit "F" --
Deliverable Acceptance Signoff Form, and Insurance Certificate(s).
16. SUBJECT TO APPROPRIATION. It is further understood and agreed by and between
the parties herein that this agreement is subject to appropriation by the Board of County
Commissioners.
17. IMMIGRATION LAW COMPLIANCE. By executing and entering into this
agreement, the Consultant is formally acknowledging without exception or stipulation
that it is fully responsible for complying with the provisions of the Immigration Reform
and Control Act of 1986 as located at 8 U.s.e. 1324, et seq. and regulations relating
thereto, as either may be amended. Failure by the Consultant to comply with the laws
referenced herein shall constitute a breach of this agreement and the County shall have
the discretion to unilaterally terminate this agreement immediately.
18. VENUE. This agreement shall be construed in compliance with Florida Laws. Venue
shall be in Collier County, Florida.
19. AGREEMENT TERMS: If any portion of this Agreement is held to be void, invalid, or
otherwise unenforceable, in whole or in part, the remaining portion of this Agreement
shall remain in effect.
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IN WITNESS WHEREOF, the Consultant and the County, have each, respectively, by an
authorized person or agent, hereunder set their hands and seals on the date and year first
above written.
ATTEST: ..,' "JlTr
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BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA
By: ~W. ~
Fred W. Coyle, Chairman
ImageTrend, Inc.
Consulta
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First Witness
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Page 6 000
EXHIBIT A
Pricina Aareement and Payment Schedule
EXHIBIT B
Application Use Support Service Level Aareement
EXHIBIT C
HIPAA Business Associate Aareement
EXHIBIT D
Insurance Requirements
EXHIBIT E
Statement of Work
EXHIBIT F
Deliverable Acceptance Sianott Form
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EXHIBIT A
Pricina Aareement and Payment Schedule
1 $52,000.00 $52,000,00
1 Included $0,00
1 $10,000.00 $10,000.00
1 Included $0,00
1 Included $0,00
1 Included $0,00
1 Included $0.00
1 Included $0.00
1 Included $0,00
1 $4,000.00 $4,000.00
1 $10,000,00 $10,000,00
1 $3,000,00 $3,000,00
1 Included $0,00
4 $1,000,00 $4,000,00
2 $1,500:00 $3;000:00
1 $7,600,00 $7,600,00
TOTAL $ 93.600.00
Rescue Bridge Complete Annual Support and Future
Enhancements 1 $8,320,00 $8,320,00
Field Brid e Site License Annual Su ort 1 $1,600,00 $1,600,00
Billin Brid e Annual Su ort 1 $500,00 $500,00
CAD Su art 1 $1,600,00 $1,600,00
TOTAL $12.020.00
Rescue Bridge Complete Annual Support and Future
Enhancements
Field Brid e Site License Annual Su ort
Billin Brid e Annual Su art
CAD Su art
1
1
1
1
$10,400,00
$2,000,00
$800,00
$2,000.00
$10,400,00
$2,000,00
$800,00
$2,000,00
$15.200.00
TOTAL
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Payment Schedule:
A-1 Implementation Services
The table below provides a payment schedule for services performed during the configuration and
implementation of CONSULTANT's ImageTrend Software.
Rescue Bridge Setup
30% of Year 1 negotiated payment plan upon
Completion of Rescue Bridge Setup
20% of Year 1 negotiated payment plan upon
Com letion of Trainin
30% of Year 1 negotiated payment plan upon
Go-Live
90 days after Go-Live
October 15, 2011
October 15,2012
October 15, 2013
October 15,2014
October 15 ,2015
$12,966.00
Training
$8,644,00
$12,966,00
Go-Live
Warranty Period
Year 2 Portion of Payment Plan
Year 3 Portion of Payment Plan
Year 4 Annual Support
Year 5 Annual Support
Year 6 Annual Support
$8,644,00
$43,220,00
$43,220.00
$15,200,00
$15,200,00
$15,200,00
Terms:
· Payment terms are in accordance with Chapter 218, Florida Statutes, also known as the "Local
Government Prompt Payment Act",
· The recurring Annual Support will be billed annually.
· A warranty is in effect for ninety (90) days from installation of software,
· Consultant and County agree to split the total for the first three years (Total Year 1=$93,600+$12,020
Annual Support; Year 2 Annual Support=$12,020; and Year 3 Annual Support=$12,020) into a three
year payment plan, as follows:
o Year 1 = $43,220,00
o Year 2 = $43,220,00
o Year 3 = $43,220,00
· Consultant and County agree that beginning Year 4, Annual Support Fees will be increase from an
estimated 16% to 20% of Year 1 Annual Support Fees (Increase to $15,200,OO/year)
· The Annual Support Fees includes: Upgrades, Maintenance and Support for the above mentioned
products (Rescue Bridge, Field Bridge, Billing Bridge and CAD)
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EXHIBIT B
Application Use Support Service Level Aareement
This agreement exists for the sole purpose of creating some basic rules binding Consultant and all of its application support customers, It is
part of our guarantee for exceptional service level for as long as the system annual support fee is contracted. Please make sure you have
read and agreed to this document before submitting any payment to our company,
1. Term
The term of this AGREEMENT shall be for a total of six (6) year(s) from signature date,
2. Support Services
Consultant provides both onsite and on-call support for their applications and hosting, Support includes technical diagnosis and fixes of
technology issues involving software and hardware, Consultant has a broad range of technical support and proposes to provide service in
the areas of:
· Web Site Hosting and Support
· Subject Matter Expert Application Usage Support
. Web Application DevelopmenUEnhancement
· Database Administration/Support
. Project Management
· Systems Engineering/Architecture
3. X-Team Support
Our servers are automatically monitored 24x7 and send out alerts to our X-Team, who respond to all server issues and receive
support@Consultant.com notices 24x7. In addition to our standard services, we offer optional X-Team after-hours and emergency support
for our customers, If you are in need of support after business hours or during weekends for everything from application support to hardware
and technical emergencies, our X-Team is there to help provide fixes and a guaranteed eight-hour turnaround time on service calls placed to
them when this level of support has been contracted,
4. Application Usage Support
Consultant will provide ongoing support for one year (or as long as contracted) after installation for the customer for any software application
errors, This includes continued attention to product performance and general maintenance, but does not include any server related issues,
since the application will be installed on the County's servers.
Consultant offers multi-level technical support, based on level-two user support by accommodating both the general inquiries of the
administrators and those of the system users, We will give the administrators the ability to field support for the system as the first level of
contact while providing them the option to refer inquiries directly to Consultant.
Consultant's Application Use Support Team is available Mondav throuQh Fridav from 8:30 am to 5:00 pm CST at:
Toll Free: 1-888-469-7789
Phone: 952-469-1589
After hours issues may be submitted to support@Consultant.com. These are responded to by Consultant's X-Team, who automatically
receive all server and critical notifications 24x7, If an issue is deemed non-critical by the X-team they may elect to respond during normal
business hours or charge for after hour's resolution,
5. Maintenance and Upgrades
Included in the ongoing support and warranty during the first year (or as long as contracted) of system usage for the customer care
system/product maintenance and upgrades, These ensure continued attention to product performance and general maintenance,
Scheduled product upgrades include enhancements and may occur twice a year and include minor and major product changes, Customers
are notified in advance of scheduled maintenance, Consultant offers multi-level technical support, We provide level-two user support by
accommodating both the general inquiries of the administrators and those of the system users, We will give administrators the ability to field
support for the system as the first level of contact while providing them the option to refer inquiries directly to Consultant.
6. Incident Reporting
Malfunctions
Consultant takes all efforts to correct malfunctions that are documented and reported by the County, Consultant acknowledges receipt of a
malfunction report from a County and acknowledges the disposition and possible resolution thereof according to the chart below, If the
Malfunction reported prevents all useful work from being done, or disables major functions from being performed, we undertake immediate
corrective action to remedy the reported issue, If the malfunction reported represents a non-mission critical issue, reasonable corrective action to
remedy the malfunction within three business days will be taken, If the malfunction reported disables only non-essential functions, resulting in
degraded operations, we undertake reasonable corrective action to remedy the reported malfunction within a reasonable time period,
Submission
All support requests received by either direct phone contacts and support@Consultant.com are recorded by County, incident description
and disposition into our support log,
Page 10 000
- Complete shutdown or partial shutdown of one or
more Software functions
- Access to one or more Software functions not
available
- Major subset of Software application impacted
Severity 2 -
Non-Critical
- Minor subsystem failure
-Data entry or access impaired on a limited basis -
usually can be delegated to local County contact as a
first level or response for resolution - usually user
error (Le, trainin ) or for otten passwords
- System operational with minor issues; suggested
enhancements as mutually agreed upon - typically
covered in next version release as mutually agreed
upon,
Severity 3 -
Non-essential
Within one (1) hours
of initial notification
during normal
business hours.
support@Consultant.
com with critical
subject will be
responded to after
hours,
Within four (4) hours
of initial notification
during normal
business hours,
24 Business hours
Same day or next
business day of initial
notification
Next Release
7. Support and Issue Management
Support Log
Information regarding outstanding problems, fixes, modifications and improvements are tracked in Consultant's incident Support Suite and
are available to the Customer upon request.
Consultant's commitment to service ensures that projects stay on track by anticipating and resolving unexpected issues quickly, Consultant
Project Management allows project shareholders to identify, prioritize, assign and solve issues based on critical status. Progress is tracked
for each issue on the way to resolution,
The Support/Issue queue displays the list of issues and can be sorted by age, 10, reporter, and subject. Graphical aging status keeps
project members informed of pending issues, and helps keep the project on track, In addition, each issue upon completion is then marked
as 'Closed' and saved for documentation,
In addition to tracking issues, the Support/Issue queue tracks HIPAA incidents, This in turn automatically notifies all designated parties for
further action, which may be reporting or further security procedures, such as password changes,
8. Service Requests (enhancements)
Any service requests that are deemed to be product enhancements are detailed and presented to the development staff, where the
assessment is made as to whether these should be added to the future product releases and with a priority rating, If an enhancement
request is specific to one County and deemed to be outside of the original scope of the product, then a change order is written and
presented to the County. These requests are subject to our standard rates and mutual agreement. Countys review and approve the scope,
specification and cost before work is started to ensure goals are properly communicated.
Product release management is handled by Consultant using standard development tools and methodologies, Work items including, tasks,
issues, and scenarios are all captured within the system, Releases are based on one or more iterations during a schedule development
phase, This includes but not limited to: development, architecture, testing, documentation, builds, test and uses cases, Submissions of
issues or requests are documented within our Product Management system and from there workflow is created to track the path from initial
request to resolution.
9. Escalation
Consultant has available for their Countys telephone and/or electronic mail support during Consultant's normal business hours (8:30 a.m, to 5:00
p,m, CST, Monday through Friday, excluding holidays). Our support staff is committed to resolving your issues as fast as possible, If they
cannot resolve your issue immediately, they will identify the course of action that they will be taking and indicate when an answer will be
available, They in turn will seek assistance from the designated developer. The next level of escalation goes to the Project Manager, who also
addresses all operational issues on an ongoing basis and reviews the issue log regularly to assess product performance and service levels,
Senior Management will handle issues requiring further discussion and resolution, Any issues to be determined to be of a critical nature are
immediately brought to the attention of both the X-Team and Senior Management.
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EXHIBIT C
BUSINESS ASSOCIATE AGREEMENT
THIS BUSINESS ASSOCIATE AGREEMENT (this "Agreement") is entered into as of the
day of , 20_, by and between Collier County EMSlFire, a corporation
with an address at 8075 Lely Cultural Parkway, Naples, Florida 34113 (the "Covered Entity") and
ImageTrend, Inc., a corporation with an address at 20855 Kensington Boulevard, Lakeville, Minnesota
55044 (the "Business Associate").
WHEREAS, the Covered Entity and the Business Associate have entered, or may in future
enter, into an agreement or agreements pursuant to which the Covered Entity may disclose certain
Protected Health Information to the Business Associate or the Business Associate may create or
receive Protected Health Information for or on behalf of the Covered Entity; and
WHEREAS, pursuant to 45 C.F.R. 9 164.502(e)(2), the Covered Entity is required to enter into
a written contract with the Business Associate which contains satisfactory assurances that the Business
Associate will appropriately safeguard the Protected Health Information; and
WHEREAS, this Agreement sets forth the terms and conditions upon which the Covered Entity
will disclose Protected Health Information to the Business Associate or will allow the Business
Associate to create or receive Protected Health Information for, or on behalf ofthe Covered Entity.
NOW, THEREFORE, on the mutual covenants and promises contained herein, the parties
hereto hereby agree as follows:
1. Certain Definitions.
a. Data Aggregation Services shall have the same meaning as is set forth in 45 C.F.R. 9
164.501.
b. Designated Record Set shall have the same meaning as is set forth in 45 C.F.R. 9
164.501.
c. Individual shall have the same meaning as is set forth in 45 C.F.R. 9 164,501.
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d. Privacy Rules shall mean the Health Insurance Portability and Accountability Act of
1996 Privacy Rules set forth in 45 C.F.R. part 160 and part 164, subparts A and E.
e. Protected Health Information shall have that same meaning as is set forth in 45 C.F.R. ~
164.501.
f. Required by Law shall have the same meaning as is set forth in 45 C.F.R. ~ 164.501.
g. Secretary shall mean the Secretary of the United States Department of Health and
Human Services or his designee.
h. Security Rules shall mean the Health Insurance Portability and Accountability Act of
1996 Privacy Rules set forth in 45 C.F.R. parts 160, 162, and 164.
2. Services. The Covered Entity and the Business Associate have entered, and may in the
future enter, into service agreements (the "Service Agreements") pursuant to which the
Business Associate provides services to the Covered Entity that require the use or
disclosure of Protected Health Information (the "Services"). Except as expressly provided
herein or as otherwise Required by Law, the Business Associate may only use or disclose
the Protected Health Information for the purpose of providing the Services. The Business
Associate expressly agrees that any and all uses or disclosures of the Protected Health
Information by the Business Associate will be done in accordance with the terms of this
Agreement and the provisions of all applicable federal and state laws and regulations,
including without limitation, the Privacy and Security Rules.
3. Obligations and Activities of the Business Associate. The Business Associate hereby
agrees:
a. not to disclose the Protected Health Information other than as permitted or required by
this Agreement, the Service Agreements or as otherwise Required by Law;
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b. to use appropriate safeguards to prevent use or disclosure of Protected Health
Information not expressly permitted by this Agreement, the Service Agreements or as
Required by Law;
c. to mitigate, to the extent practicable, any harmful effects of which the Business
Associate becomes aware that arise out of the use or disclosure of Protected Health
Information by the Business Associate that is in violation of this Agreement;
d. to report to the Covered Entity any use or disclosure of the Protected Health
Information not specifically permitted by this Agreement of which it becomes aware;
e. to ensure that any agent, including but not limited to any subCONSUL T ANT or
employee, to whom the Business Associate provides any Protected Health Information
received from the Covered Entity, or created or received by the Business Associate for
or on behalf of the Covered Entity, agrees to the same restrictions as apply through this
Agreement to the Business Associate with respect to the Protected Health Information.
Notwithstanding the foregoing, the Business Associate shall only disclose that Protected
Health Information to such agents as is reasonably necessary to perform the Services or
to fulfill a specific function required or permitted under this Agreement;
f. upon [three (3)] days prior notice from the Covered Entity and during all regular
business hours of the Business Associate, or at such times and upon such terms as the
Secretary may require, to make available to the Covered Entity or the Secretary all
internal practices, books and records, including but not limited to policies and
procedures relating to the use and disclosure of Protected Health Information received
from, or created or received by the Business Associate from or on behalf of the Covered
Entity necessary to allow the Secretary to determine whether the Covered Entity is in
compliance with the and Security Rules;
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g. to document all disclosures of Protected Health Information and such other information
related to the disclosure of Protected Health Information as may reasonably be
necessary for the Covered Entity to respond to any request by an Individual for an
accounting of disclosures of Protected Health Information as permitted by 45 C.F.R.
164.528;
h. within [thirty (30)] days of receiving a written request from the Covered Entity, to
provide to the Covered Entity, or an Individual, all information collected in accordance
with Section 3(g) of this Agreement; and
1. if the Business Associate maintains Protected Health Information III a Designated
Record Set,
a. upon [three (3)] days prior notice from the Covered Entity and during all
regular business hours of the Business Associate, to provide access to
Protected Health Information to the Covered Entity or, as directed by the
Covered Entity, to an Individual, contained in such Designated Record Set, as
required by 45 C.F.R. 164.524; and
b. within [three (3)] days of receiving written notice from the Covered Entity, to
make any amendment(s) to Protected Health Information contained a
Designated Record Set that the Covered Entity directs or agrees to pursuant to
45 C.F.R. 164.526.
4. Permitted Uses and Disclosures by the Business Associate. Except as otherwise limited by
this Agreement, the Business Associate may use or disclose the Protected Health
Information to perform functions, activities or services for, or on behalf of, the Covered
Entity as set forth in the applicable Service Agreement, provided that such use or
disclosure, if made by the Covered Entity, would not violate the and Security Rules or the
minimum necessary policies and procedures of the Covered Entity.
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5. Specific Use and Disclosure Provisions. Except as otherwise limited by this Agreement,
the Business Associate may:
a. use the Protected Health Information for the proper management and administration of
the Business Associate or to carry out the legal responsibilities of the Business
Associate;
b. disclose the Protected Health Information for the proper business administration of the
Business Associate, provided that:
a. any such disclosure is Required by Law, or
b. the Business Associate obtains reasonable assurances from the person to
whom the information is disclosed (the "Third Party") that (a) the Protected
Health Information will remain confidential and will only be used or further
disclosed for the purpose for which it was disclosed to such Third Party or as
may otherwise be Required by Law, and (b) the Third Party agrees to notify
the Business Associate of any instances of which the Third Party becomes
aware in which the confidentiality of the Protected Health Information has
been breached;
c. use the Protected Health Information to provide Data Aggregation Services to the
Covered Entity, as permitted by 45 C.F.R. 164.504(e)(2)(i)(B); and
d. disclose the Protected Health Information to report violations of law to appropriate
federal and state authorities, consistent with 45 C.F.R. 154.502(j)(1).
6. Obligations of the Covered Entity. The Covered Entity shall notify the Business Associate
of:
a.any limitation(s) in its notice of privacy or security practices, to the extent that such
limitation(s) may affect the Business Associate's use or disclosure of the Protected
Health Information;
Page 16 of30
b. any changes in, or revocation of, permission by an Individual to use or disclose
Protected Health Information, to the extent that such change or revocation may affect
the Business Associate's use or disclosure of Protected Health Information; and
c. any restriction(s) on the use or disclosure of Protected Health Information that the
Covered Entity has agreed to in accordance with 45 C.F.R. 164.522, to the extent that
such restriction(s) may affect the Business Associate's use or disclosure of Protected
Health Information.
7. Permissible Requests of the Covered Entity. The Covered Entity shall not request that the
Business Associate use or disclose any Protected Health Information in any manner that
would not be permissible under the Privacy and Security Rules if done by the Covered
Entity, except as may otherwise be provided by Section 5 of this Agreement.
8. Term and Termination.
a. Term. This Agreement shall be effective as of the date first set forth above and shall
terminate when all of the Protected Health Information provided by the Covered Entity
to the 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 not feasible to
return or destroy the Protected Health Information, protections are extended to such
information, in accordance with this Section 8.
b. Termination by the Covered Entity for Cause. If the Business Associate breaches this
Agreement, the Covered Entity, in its sole discretion, may:
a. provide the Business Associate written notice that the Business Associate has
breached this Agreement and provide the Business Associate an opportunity to
cure the breach to the satisfaction of the Covered Entity within ten (10) days,
after which time this Agreement and all of the Service Agreements shall be
automatically terminated ifthe breach is not cured;
Page 17 of30
b. immediately terminate this Agreement and the Service Agreements if the
Business Associate has breached a material term of this Agreement and cure is
not possible; or
c. if neither termination nor cure are feasible, the Covered Entity shall report the
violation to the Secretary.
c. Termination by the Business Associate. So long as any Service Agreement by and
between the Covered Entity and the Business Associate shall exist, the Business
Associate shall have no right to terminate this Agreement.
d. Automatic Termination. This Agreement will automatically terminate, without any
further action by the parties hereto, at such time as there are no longer any Service
. Agreements by and between the parties hereto.
e. Effect of Termination.
1. Except as provided in Section 8( e) (i) of this Agreement, upon termination of
this Agreement for any reason, the Business Associate shall return or destroy all
Protected Health Information received from the Covered Entity, or created or received
by the Business Associate for or on behalf of the Covered Entity. This provision shall
apply to all Protected Health Information that is in the posseSSIOn of any
subCONSUL T ANT or agent of the Business Associate. The Business Associate shall
retain no copies of the Protected Health Information for its records.
ii. In the event that the Business Associate believes that returning or destroying
the Protected Health Information is not feasible, within [three (3) days] of any
termination hereof the Business Associate shall provide written notice to the Covered
Entity setting forth the conditions that the Business Associate believes make return or
destruction of the Protected Health Information not feasible. Within [three (3)] days of
its receipt of such notice from the Business Associate, the Covered Entity shall
Page 18 of30
determine whether, in its sole discretion, the return or destruction of the Protected
Health Information is not feasible, and provide written notice to the Business Associate
of its decision. If the Covered Entity determines that the return or destruction of
Protected Health Information is not feasible, the Business Associate shall extend the
protections of this Agreement to such Protected Health Information and limit further
uses and disclosures of such Protected Health Information to those purposes that make
the return or destruction infeasible, for so long as Business Associate maintains such
Protected Health Information. In the event that the Covered Entity determines, in its
sole discretion, that it is feasible to return or destroy the Protected Health Information,
the Business Associate shall immediately comply with the provisions of Section 8(e)(i)
of this Agreement. For the period during which the Covered Entity and the Business
Associate are determining whether the return or destruction of the Protected Health
Information is feasible, the Business Associate shall extend the protections of this
Agreement to such Protected Health Information and limit use or disclosure of the
Protected Health Information to those uses and disclosures necessary to determine
whether the return or destruction of the Protected Health Information is feasible.
9. Indemnification. The Business Associate shall indemnify and hold harmless Covered
Entity and any of Covered Entity's affiliates, directors, officers, employees and agents from
and against any claim, cause of action, liability, damage, cost or expense (including
reasonable attorney's fees) arising out of or directly relating to any non-permitted
disclosure of Protected Health Information or other breach of this Agreement by Business
Associate or any affiliate, director, officer, employee, agent or subCONSUL T ANT of
Business Associate.
10. Miscellaneous.
Page 19 of30
a. Regulatory References. Any reference made herein to any provlSlon of law or
regulation shall be a reference to such section as in effect and as same may be amended
from time to time.
b. Amendment. This Agreement may not be amended except in a writing signed by both
parties hereto. Both parties hereto agree that this agreement shall be amended to
comply with any and all state or federal laws rules, or regulations, including without
limitation any future laws, rules or regulations.
c. Interpretation. Any ambiguity in this Agreement shall be resolved to permit the parties
hereto to comply with the Privacy and Security Rules.
d. Successors and Assigns. This Agreement and all rights and obligations hereunder shall
be binding upon and shall inure to the benefit of the respective successors and assigns
of both parties hereto.
e. Notices. All notices which are required to be given hereunder shall be in writing and
shall be deemed to have been duly given (a) when delivered personally, (b) the next
business day following the day on which the same has been delivered prepaid to a
nationally recognized overnight courier service, or (c) three (3) days after sending by
registered or certified mail, postage prepaid, return receipt requested, in each case to the
address first set forth above to the attention of the person signing below, or to such
other person at such other address as the party may designate by giving notice.
f. Severability. In the event that any provision of this Agreement is adjudged by any court
of competent jurisdiction to be void or unenforceable, all remaining provisions hereof
shall continue to be binding on the parties hereto with the same force and effect as
though such void or unenforceable provision had been deleted.
g. Waiver. No failure or delay in exercising any right, power or remedy hereunder shall
operate as a waiver thereof; nor shall any single or partial exercise of any right, power
Page 20 of30
or remedy hereunder preclude any other further exercise thereof or the exercise of any
other right, power or remedy. The rights provided hereunder are cumulative and not
exclusive of any rights provided by law.
h. Entire Agreement. This Agreement constitutes the entire agreement between the parties
hereto relating to the subject matter hereof, and supercede any prior or
contemporaneous verbal or written agreements, communications and representations
relating to the subject matter hereof.
1. Choice of Law, This Agreement shall be governed, construed and interpreted in
accordance with the laws of the State of Florida, without regard to such state's conflict
of laws provisions.
J. Counterparts, Facsimile. This agreement may be signed in two or more counterparts,
each of which shall be deemed an original and all of which taken together shall
constitute one and the same instrument. A copy of this Agreement bearing a facsimile
signature shall be deemed to be an original.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
Page 21 of30
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed as of the
date first set forth above.
[COVERED ENTITY]
By:
Name: Jeffrey Walker
Title: Privacy Officer
[BUSINESS ASSOCIATE]
By:
Name: Michael J. McBrady
Title: President
Page 22 of30
EXHIBIT D
Insurance Reauirements
INSURANCE. The Consultant shall provide insurance as follows:
A. Commercial General Liability: Coverage shall have minimum limits of $1,000,000 Per
Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This
shall include Premises and Operations; Independent CONSULTANTs; Products and Completed
Operations and Contractual Liability,
B, Business Auto Liability: Coverage shall have minimum limits of $500,000 Per Occurrence,
Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include:
Owned Vehicles, Hired and Non-Owned Vehicles and Employee Non-Ownership,
C, Workers' Compensation: Insurance covering all employees meeting Statutory Limits in
compliance with the applicable state and federal laws.
The coverage must include Employers' Liability with a minimum limit of $500,000 for each accident.
D. Professional Liability: $1,000,000 per occurrence, each claim and in the aggregate,
Special Requirements: Collier County Government shall be listed as the Certific;ate~Holder and_
included as an Additional Insured on the Comprehensive General Liability Policy,
Current, valid insurance policies meeting the requirement herein identified shall be maintained by
Consultant during the duration of this Agreement. Renewal certificates shall be sent to the County
ten (10) days prior to any expiration date, There shall be a thirty (30) day notification to the County
in the event of cancellation or modification of any stipulated insurance coverage,
Consultant shall insure that all subCONSUL TANTs comply with the same insurance requirements
that he is required to meet. The same Consultant shall provide County with certificates of
insurance meeting the required insurance provisions,
Page 23 of 30
EXHIBIT E
Scope of Work (SOW)
Overview
COUNSUL TANT is delivering an ePCR solution that consists of Rescue Bridge with the EMS Field Bridge will
be hosted at COUNTY's data center on hardware which follows the specifications provided by CONSULTANT.
To complete this end to end solution there will be three (3) data integrations:
a, Billing Bridge Integration to ADPi
b, CAD Integration (to be determined)
c, Legacy Data Import (Healthware)
Since this is a product offering, the implementation process consists mostly of installation, testing, and training
performed by CONSULTANT's personnel. Additionally the integrations will require a review of the various
systems with which this system will communicate, The data elements, data file format, data exchange standard
and the configuration mapping will need to be defined for each, As an open system, seamless data flow and
exchange are the goal and accomplished with the support of multiple data file formats and an experienced
integrations staff,
Project Planning
The planning process will begin with a kickoff meeting after contract agreement. This will establish the
groundwork for this venture, informing all parties of their roles and responsibilities. Additionally, guidelines will
be laid for the infrastructure, data dictionary, data imports/exports and the exact details of the acceptance
procedure will also be established, The initial steps of finalization of specifications and acceptance criteria will
be accomplished with CONSULTANT's personnel and will be subject to approvalby-COUNTY's representative,
A task breakdown of a typical Implementation Plan follows:
· Rescue Bridge and Field Bridge Application Review to include finalization of the data set,
validation rules, system data exchange requirements, acceptance criteria, review training plan
and deployment timeframes. COUNTY will be required to complete the implementation
workbook;
· Present initial Project Plan deliverable consisting of Project Schedule, Testing Plan, and
Training Plan;
· Ongoing bi monthly Status Reports;
· Rescue Bridge will be installed in the Consultant environment for Initial acceptance to include all
agreed base functionality. The deliverable for this are the associated licenses;
· Training as specified in the training plan;
. Billing Bridge Integration to ADPi
· CAD Integration (to be determined)
· Legacy Data Import
· Installation on the production environment at COUNTY's data center
· Ongoing data collection and final acceptance review
. Go Live
· Ongoing support
Deliverables
CONSULTANT will present the following deliverables (Le" work products) to COUNTY for acceptance.
Acceptance means that the deliverable is complete and meets expectations, Acceptance of deliverables on a
timely basis is critical in order to avoid delays to the project and establish milestone payment points,
· Project Plan deliverable consisting of Project Schedule, Testing Plan, and Training Plan;
· Bi monthly status reports
· Product Licenses
· Installation on Consultant's Servers
. Training
· Each Integration acceptance
· Final Acceptance / Go Live
Page 24 of30
. Warranty
Implementation
Deployment
As a product offering, the Rescue Bridge implementation begins with the deployment to the
CONSULTANT server environment and configured to the details as completed in the implementation
workbook completed by COUNTY staff. This will then be reviewed with COUNTY and initial testing can
begin, Status updates and phone meetings will be held during the development phase to review
functionality,
Modifications and System Enhancements
As a Commercial of-the-shelf (COTS) system the Rescue Bridge will be implemented as is and will be
configured for usage by the COUNTY's staff. Any modification or system enhancements that are not
part of any scheduled release plan are considered out of scope and will be accomplished after a
mutually agreed upon Statement of Work and costs has been established.
Testing
Testing will include performance, stability, data integrity, and connectivity measures, Complete testing
and acceptance criteria are mutually detailed during the kick-off meeting. In general the tasks will be
performed by the CONSULTANT's team with COUNTY team members responsible for review,
modification requests and acceptance, Actual data collection during the pilot, however, is performed by
the field personnel.
Training
The CONSULTANT's Training Curriculum will be reviewed with COUNTY to ensure that all courses are
designed to address COUNTY's specific needs. "Train-the-trainer" sessions will train a designated
person(s) from COUNTY in all aspects of system administration and usage and provides the basic
materials for the training plan for all field personnel. CONSULTANT will provide the number of training
days as specified in CONSULTANT's Proposal.
Ongoing training sessions will be held regularly (perhaps every 6 months) for new personnel and as
review for existing personnel if contracted or may be contracted as necessary, These sessions will be
conducted by the trainer via Webinar or alternatively, CONSULTANT can offer these onsite for
additional fees,
CONSULTANT's Training Curriculum is broken down into two types of training sessions, User Training
and Administrator Training,
a, User Training, CONSULTANT will provide training for up to 25 students total in the use of the
Field Bridge and Rescue Bridge applications, 5 hours per day, 2 days. From 9:30am to 12noon,
1 pm to 3:30pm. Training will be provided in TBO at an appropriate facility as determined by the
CONSULTANT's Project Manager and the COUNTY Project Manager, These training costs will
be paid for by COUNTY and are included in Exhibit A. Additional training may be purchased at
$1000 per day plus expenses for onsite training or $100/ hour for webinar training,
b, Administrator Training, Administration Training will focus on system administration and all the
features associated with maintaining the application, Additional training will focus on data
collection as well as reporting and data analysis, Administration training will include the
knowledge to provide Level 1 support and training to field personnel. It is recommended that
this training be accomplished in groups, since the interactive questions and assistance
improves the learning process and establishes the communication links for the ongoing system
usage, CONSULTANT will provide training on the installation, configuration, and maintenance
of the Field Bridge and Rescue Bridge applications for technical support personnel (up to 10) for
8 hours per day, 2 days, from 8:00am to 12noon, 1 pm to 5:00pm. Training will be provided in
TBO at an appropriate facility as determined by CONSULTANT's Project Manager and the
COUNTY Project Manager. These training costs will be paid for by COUNTY and are included
in Exhibit "A." Additional training may be purchased at $1000 per day plus expenses for onsite
training or $100/ hour for webinar training,
Page 25 of 30
c. Documentation will be provided in PDF format, which COUNTY will be allowed to reproduce
for its own internal use, Access will also be provided to Consultant University, which contains
self-guided tutorial online videos as additional educational materials, which can be used for
either initial or refresher training, When accessing Consultant University through their
application, users can view educational videos, manuals, quick guides and workbooks to assist
them in better understanding our software and support train-the-trainer sessions, These
manuals may be copied and/or digitized by COUNTY for COUNTY's internal use,
Integrations
The following integrations have been established to define the overall data flow goals. It is understood
that during discovery and finalization of the requirements for each integration the data elements, data
file format, data exchange method, mapping and validation will be defined, Modifications may be
necessary to accommodate technical issues and feasibility constraints, as well as third party vendor
cooperation, These will be clearly discussed with all alternatives to accomplish the most advantageous
solution, COUNTY agrees to be responsible for facilitating necessary communications with the third
party vendors, The actual implementation strategy and timeline will be mutually agreed upon,
Technical Contacts
COUNTY Contacts:
Name: Les Williams
Title:
Phone: 239-252-3782
Email: leswilliams@coliergov.net
Billinq Export Contact:
Name:
Title:
Phone:
Email:
Website:
Specification sheet required and will be found in the Project Plan
CAD Contact:
Name:
Title:
Phone:
Email:
Version Number:
Website:
Specification sheet required and will be found in the Project Plan
Healthware Leqacy Data Contact:
Name:
Title:
Phone:
Email:
Version Number:
Website:
Specification sheet required and will be found in the Project Plan
Final Deployment
When preliminary testing has taken place an installation plan will be detailed for installation of the
Rescue Bridge on COUNTY's servers, CONSULTANT will provide instructions and guidance for the
Page 26 of 30
installation process, COUNTY will ensure that CONSULTANT has unlimited server access. Once the
installation is completed, the training plan and Go Live procedure will be reviewed and modified if
necessary. Testing will include performance, stability, data integrity and connectivity measures, At this
point the full application usage will begin, At the end of this phase a status review and final acceptance
meeting will be held,
Services Provided by COUNTY
A. COUNTY will host this application at its facility,
B, COUNTY will install the software on their servers following CONSULTANT
recommendations and installation procedures,
C, COUNTY agrees to provide CONSULTANT unlimited server access for the purpose of
assisting in standard installation and error analysis procedures.
D, COUNTY will provide sufficient infrastructure and follow CONSULTANT
recommendations to ensure application's accessibility and response times, COUNTY
will configure the hosting environment to the hardware recommendations as detailed
below.
E, CONSULTANT will provide hosting consultation during normal business hours for the
term of the contract. Onsite and after-hours support will be charged at the then standard
rates plus travel expenses,
Required Hosting Infrastructure for County-Based Hosting
There are three environments Production, Staging and a Failover for disaster recovery. All
environments require Adobe Cold Fusion licenses as well as Microsoft Windows and SQL
Server licenses, A backup storage solution should also be planned for, with a recommended
storage of approximately three times the total storage capacity of all other servers,
Storage requirements refer to anticipatory needs which would be based upon actual storage
and archiving procedures, These are variable to each specific County,
Production Environment:
The Production environment will require at least one Application server and one
Database server, Additional servers can be added as necessary but at least one
additional Application server is recommended going into Phase II. Each Application
server will require an Adobe Cold Fusion 8 Enterprise Edition license and a Microsoft
Windows Server 2003 (Web Edition or better) license, The Application server will host
the Cold Fusion Application as well as Microsoft liS, The Database server will require a
Microsoft SQL Server 2005 license and a Microsoft Windows Server 2003 license,
Operating Systems Supported
Windows 2003 Server with liS version 7,0 or later (recommended)
Server Hardware (not required if hosted by Consultant
Required:
1 GHz Processor
2 GB RAM
20 GB Available Hard Disk Space
Recommended:
Dual 2 GHz Processors
4 GB RAM
50 GB Available Hard Disk Space
RAID 5 SCSI Hard Drives
Consultant Hosted:
Quad 2 GHz Processors
8 GB RAM
100 GB Available Hard Disk Space
RAID 5 SCSI Hard Drives
Page 27 of30
Server Database (not required if hosted by Consultant)
Microsoft SOL Server 2008
Additional Service Software (not required if hosted by Consultant)
Microsoft .NET Framework 3,5 SP1
Microsoft Tablet PC SDK
Additional Application Software (not required if hosted by Consultant)
Adobe Cold Fusion 9 Enterprise
Internet Browser Requirements for End Users
Microsoft Internet Explorer 6,0 and above
Other browsers that support Mozilla 4,0 and above
Adobe Flash 8 or higher (recommended)
Adobe Reader 8 or higher
Failover Environment:
The Failover environment will require all of the software present in the Production
environment but a reduced hardware capacity, The system should be capable of
meeting the functional demands of users but not necessarily the performance
requirements. If possible the Failover environment should be an exact replication of the
Production environment hosted at a second physical location served by infrastructure
independent of the Production environment, making the Failover environment a
Secondary Production environment.
Staging Environment:
Consultant offers all upgrades in a Staging environment for review and testing of
updates or requested changes to the system before deploying them to the Production
environment. The system should be capable of performing the tasks of both the
Application and Database servers for a limited number of users,
Other Considerations:
Other potential requirements should be considered for both hardware and
software. Hardware should be purchased to be as consistent as possible across all
environments to ensure reliable performance and behavior across the different
environments, Backup requirements will be verified to determine early on including
estimation of future growth and establishing requirements for backup retention and
scheduling, all of which will impact the storage capacity requirements,
Project Schedule
a. COUNTY ePCR Initial Implementation Schedule - see attached Microsoft Project Plan,
b, Prior to COUNTY's signature of this document, CONSULTANT and COUNTY will define and mutually
agree to a Schedule of Services and associated Payment Schedule, included in Exhibit "A," that will be
reviewed, the milestones defined together with the requisite dollar payment for each milestone, Pilot
Phase needs to be defined with a date certain for completion and a go live date needs to be included
(with acceptance of the system), These need to be specifically set out and approved by COUNTY and
CONSULTANT prior to execution of the Agreement and may be reviewed and modified on an ongoing
basis during the duration of the contract. Mutually agreed to changes will be evidenced by change
orders executed by both parties,
Customer Review and Acceptance
Acceptance of Deliverables
When CONSULTANT has completed a Deliverable, CONSULTANT shall forward such Deliverable to COUNTY
with an Acceptance Form, Acceptance of a Deliverable shall be based on its conformity to the Contract
Documents. Within ten (10) working days after COUNTY's receipt of such Deliverable, or as otherwise mutually
agreed by the parties, COUNTY shall return to CONSULTANT the Acceptance Form executed by COUNTY's
project manager or shall forward to CONSULTANT's project manager a written report requesting modification,
A signed acceptance form will be required prior to submitting an invoice for payment.
Page 28 of 30
Acceptance Testing
COUNTY shall commence and complete acceptance testing in accordance with the Testing Plan submitted as
part of the Project Plan, COUNTY shall evaluate the System for purposes of acceptance against the Acceptance
Testing Criteria
Final Acceptance
Upon agreement between CONSULTANT and COUNTY that all Deliverables have been received and accepted,
CONSULTANT shall certify in writing to COUNTY that the System is ready for First Full Functional Use.
Special Considerations
This section will detail all special considerations previously discussed and agreed to by COUNTY and
CONSULTANT.
Not Applicable
Page 29 of30
EXHIBIT F
Deliverable Acceptance Sianott Form
ImageTrend Implementation
Deliverable Acceptance Form
Project Name Collier County Date Submitted
Implementation
Deliverable Date Reply Due
Name
DESCRIPTION AND ACCEPTANCE CRITERIA
DELIVERABLE AMOUNT: $
COUNTY ACCEPTANCE
D Approve D Disapprove
Signature
Date
Type or Print Name
REMARKS
Deliverable Acceptance Form
~~ I rv1AG ETREND
Page 1 of 1
Page 30 of 30
ACORD
TM CERTIFICATE OF LIABILITY INSURANCE I DATE (MMIDDNYYY)
07/20/2010
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 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:
C. O. Brown Agency, Inc. ht18NNEo Ext\: 507.288. 7600 I r~ No\: 507 . 535.3130
2048 Superior Drive NW E-MAIL
ADDRESS:
Suite 100 ~~g~,!i~~~ In #:
Rochester, MN 55901 INSURERISI AFFORDING COVERAGE NAIC#
INSURED INSURER A: National Fire Insurance of Hart ord
INSURER B : Continental Insurance CO.
ImageTrend, Inc. INSURER C : Continental Casualty CO.
20855 Kensington Blvd INSURER D : American CAsualty Company of Rec ding, PA
Lakeville, MN 55044 INSURER E :
INSURER F :
COVERAGES
CERTIFICATE NUMBER: 2010/2011
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 ~~ 11&~Mg~\ &gl-J~)'M\,\ LIMITS
LTR INSR POLICY NUMBER
GENERAL LIABILITY 402464679Q 06/15/2010 06/15/2011 EACH OCCURRENCE $ 1,000,000
-
X COMMERCIAL GENERAL LIABILITY ~~~~~~J9E~E~~~~ence\ $ 100,000
- =:J CLAiMS-MADE [!] OCCUR
e-- MED EXP (Anyone person) $ 5,000
A PERSONAL & ADV INJURY $ 1,000,000
e--
GENERAL AGGREGATE $ 2,000,000
n'L AGGRnE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ 2,000,000
PRO- n $
POLICY JECT LOC
AUTOMOBILE LIABILITY 402464680~ 06/15/2010 06/15/2011 COMBINED SINGLE LIMIT $
e-- (Ea accident) 1,000,00(
~ ANY AUTO BODILY INJURY (Per person) $
e-- ALL OWNED AUTOS BODILY INJURY (Per accident) $
B SCHEDULED AUTOS PROPERTY DAMAGE
e-- $
~ HIRED AUTOS (Per accident)
~ NON-OWNED AUTOS $
$
UMBRELLA L1AB N OCCUR 4024646785 06/15/2010 06/15/2011 EACH OCCURRENCE $ 2,000,00C
-
EXCESS LIAB CLAIMS-MADE AGGREGATE $ 2,000,00(]
C
- DEDUCTIBLE $
RETENTION $ $
WORKERS COMPENSATION 402464681B 06/15/2010 06/15/2011 I WC STATU- I IOTH-
AND EMPLOYERS' LIABILITY Y/N TORY LIMITS ER
0 ANY PROPRIETOR/PARTNER/EXECUTIVE 0 E.L EACH ACCIDENT $ 500,000
OFFICER/MEMBER EXCLUDED? N/A
(Mandatory in NH) E.L DISEASE - EA EMPLOYEE $ 500,000
~m,;~ftilrg>~ ~~dgPERA TIONS below E.L DISEASE - POLICY LIMIT $ 500,000
C Profess1onal/E&O 425159665 06/15/2010 06/15/2011 $2,000,000 ea occurrence
$2,000,000 aggregate
~SCRIP;nftl OF OPE'j;TI~~ / LOCJl.T10~S./ VEHI~ES (Attach AC~J..101. Additi~nal Remarks scredUle, if more space is reqUirew Liability policy when
ert1 1cate 0 er 1S 1ste as an A 1t1ona Insure as respect to t e General
required by a written contract.
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,
Collier County Board of County AUTHORIZED REPRESENTATIVE I/~I:. //-#
3301 East Tamiami Trail
Naples, FL 34112 Mark Hayford/MAS
@ 1988-2009 ACORD CORPORATION. All rights reserved.
ACORD 25 (2009/09) The ACORD name and logo are registered marks of ACORD
PDF created with pdfFactory trial version www.pdffactory.com
ITEM NO. \o.wc , DllO'r
REQUEST FOR LEGAL SERVICES
U, d,- 'Ii,) , .,_ ,\)'Rt1NtL\t DATE RECEIVEDy:
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FILE NO.:
ROUTED TO:
DO NOT WRITE ABOVE THIS LINE
Date:
September 21,2010
Attenti
To:
From: Diana , act Technician
Purchasing Department, Extension 8375
Re: Contract: #10-5557 "Software Licensing Agreement for Electronic
Patient Care Reporting System"
Contractor:
ImageTrend, Inc.
BACKGROUND OF REQUEST:
This item has not been submitted.
This Contract was approved by the BCC on September 14, 2010;
Agenda Item 16.F.6
ACTION REQUESTED:
Contract review and approval.
OTHER COMMENTS:
Please forward to the Chairman
Commissioners for signature after approval.
concerning the document, please contact me.
notification when the documents exit your office.
of the Board of County
If there are any questions
Purchasing would appreciate
Thank you.
c: Artie Bay, EMS
~~
~ ~ '\;~ ~\)
MEMORANDUM
TO: Ray Carter
Risk Management Department
FROM: Diana De Leon, Contract Technician
Purchasing Department
DATE: September 21, 2010
RE: Review of Insurance for Contract: #10-5557 "Software Licensing
Agreement for Electronic Patient Care Reporting System"
Contractor:
ImageTrend, Inc.
This Contract was approved by the BCC on September 14, 2010; Agenda
Item 16.F.6
Please review the Insurance Certificates for the above-referenced contract. If
everything is acceptable, please forward to the County Attorney for further
review and approval. Also, please advise me when it has been forwarded.
Thank you. If you have any questions, please contact me at extension 8375.
dod
, ,
q I 2-,2-/ r 0
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C: Artie Bay, EMS
mausen_9
From:
Sent:
To:
Cc:
Subject:
RaymondCarter
Wednesday, September 22, 2010 8:54 AM
DeLeon Diana
HerreraSandra; mausen_g; bayartie
Contract 10-5557 "Software Licensing Agreement for Electric Patient Care Reporting System"
All, I have approved the certificate of insurance provided by ImageTrend, Inc. for contract 10-5557. The contract will
now be forwarded to the County Attorney's Office for their review.
Thank you,
Ray
7l.a.g. Cah.t.e.1L
Manager Risk Finance
Collier County Board of County Commissioners
3301 East Tamiami Trail
Naples, FL 34112
Office 239-252-8839
Mobile 239-821-9370
Under Florida Law, e-mail addresses are public records, If you do not want your e-mail address released in response to a public records request, do not send
electronic mail to this entity. Instead, contact this office by telephone or in writing.
1
DeLeon Diana
From:
Sent:
To:
Subject:
Attachments:
RaymondCarter
Friday, July 23,20104:08 PM
DeLeon Diana
FW: 10-5557 Contract for EMS Software (ImageTrend) / Response to RLS
ImageTrent-lnsurance Certificate,pdf; Collier County EMS Contract with ImageTrend v1.doc
Requirements;
WC: Statutory
EL: $500,000
Auto: $500,000
CGL: $1,000,000
Professional (E&D): $1,000,000
The certificate provided meets or exceeds these requirements.
Ray
-----Driginal Message-----
From: DeLeonDiana
Sent: Friday, July 23, 2010 3:56 PM
To: RaymondCarter
Subject: FW: 10-5557 Contract for EMS Software (ImageTrend) / Response to RLS
Ray,
Attached is a contract that EMS wants to piggy-back (with comments &
Purchasing and CAD) and the insurance certificate the firm provided.
contract, let me know what insurance requirements should be included
the certificate provided meets those requirements.
reVIsIons from
Please review the
in the contract and if
Thanks, DD x8375
-----Driginal Message-----
From: TeachScott
Sent: Friday, July 23, 2010 3:28 PM
To: DeLeonDiana
Subject: RE: 10-5557 Contract for EMS Software (ImageTrend) / Response to RLS
t
"
Please see my attached comments regarding the ImageTrend software contract.
Scott R. Teach
Deputy County Attorney
Collier County, Florida
Tel: (239) 252-8400
Fax: (239) 252-6300
From: DeLeonDiana
Sent: Tuesday, July 20, 2010 3:18 PM
To: KlatzkowJeff
Cc: bayartie
1
September 13, 2010
Ms. Diana De Leon
Collier County
Purchasing Department
3301 Tamiami Trail East
Naples, FL 34112
RE: Signature Authority
Dear Ms. De Leon,
As officers of ImageTrend Inc" we are confirming that Michael J. McBradv. the President, has
always, is currently and will be authorized to sign contracts on behalf of ImageTrend Inc.
Valerie J. McBrady, SecretaryfTreas
"
"
,
State of Minnesota
County of Dakota
On this 13th day of September, 2010 before me personally appeared Michael J. McBrady, to me
known to be the President of ImageTrend, Inc. described in and who executed the foregoing
instrument nd acknowledged that he/she executed the same as his/her free act and deed, for
the purpo s ther in s forth.
(Notary Public)
My Commission Expires: (10...1\. u.o.,l'" ~ 2:> 1\ ~ 0 t I
20855 KENSINGTON BLVD
LAKEVILLE, MN 55044
TEL - 1.952.469 1589
FAX -I,9~,)2.469.~)61
WWW IMAGFTRFND.COM
~ IMAGETREND INC
Insurance
Insurance Certificate attached? ~s No
Insured registered in Florida? ",As No
Contract # &lor Project referenced on Certificate? ~ _No
Certificate Holder name correct (BCC)? es No
Commercial General Liability ~\
General Aggregate Required $ Provided $--:] ,f'(\ ~ \ \ Exp. Date .5 \
Products/ComplJOp Required $ Provided $ r I ./ I Exp. Date
Personal & Advert Required $ Provided $\ T'f"'\~ \\ Exp. Date~ ' ,
Each Occurrence Required $ \ 'f"C\' \ \ Provided $ (r I , Exp. Date
Fire/Prop Damage Required $ Provided $ \ Db l( Exp. Date
Automobile Liability \ -4-)
Bodily Inj & Prop Required $ 500 \.L-Provided $ \ 'N"\ ~ \ Exp Date G ) \
Workers Compensation
Each accident Required $~ Provided $ ~ Y- Exp Date~S \ \
Disease Aggregate Required $ ~. Provided $ / /, /' Exp Date .I I
Disease Each Empl Required $ Provided $ _ Exp Date
Umbrella Liability /"':'1 .~ \
Each Occurrence Provided $ 2m~ \ \ Exp Date ~ \ l
Aggregate Provided $ fI I' Exp Date ( ( I /
Does Umbrella sufficiently cover any underinsured portion? _ Yes X--No
Professional Liability ,\..'f'0', \ \ . f2 , Ie::.. \
Each Occurrence Required $ +00- \- Provided $ 2m 1\\ Exp, Date ~ 1 \
Per Aggregate Required $ (l .I I Provided $ I ( , / Exp, Date I" /
Other Insurance
Each Occur Type:
Entity Name:
RLS#
CHECKLIST FOR REVIEWING CONTRACTS
mnptn::\J -,
'/A:
LY;;
Entity name correct on contract?
Entity registered with FL Sec, of State?
Required $
Provided $
~
~
6es
County required to be named as additional insured?
County named as additional insured?
Indemnification
Does indemnification meet County standards?
Is County indemnifying other party?
Yes
Performance Bond
Bond requirement referenced in contract?
Ifattached, expiration date of bond
Does dollar amount match contract?
Agent registered in Florida?
Yes
Yes
Yes
Signature Blocks
Correct executor name in signature block?
Correct title of executor?
Executor authorized to sign for entity?
Proper number of witnesses/notary?
Authorization for executor to sign, if necessary:
Chairman's signature block?
Clerk's attestation signature block?
County Attorney's signature block?
~
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es
\e+tf r ../'
~
X
:/
Attachments
Are all required attachments included?
\O?~{\O\f!l)'O
f\(.
No
No
JI
Exp Date_
No
No
,~
No
No
No
No
No
No
No
No
No
No
No
Reviewer Initials:
Date:
04-COA-OJ030/222
BUSINESS ORGANIZATIONS INQUIRY - VIEW ENTITY
Page 1 of I
^ iJ~Cc.'
Online Access
I wfi!e' ;1
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DA Home UCC Business Services Account Session Briefcase Help/FAQs About Loain
BUSINESS ORGANIZATIONS INQUIRY - VIEW ENTITY
Filing Number: IOB-266 Entity Type:
Original Date of Filing: 3/11/1998
Chapter: 302A
Entity Status:
Good Standing:
(date of last annual
filing)
Domestic
Corporation
Active
2010
Name:
Registered Office
Address:
Perpetual
ImageTrend, Inc.
20855 Kensington Boulevard
Lakeville, MN, 55044
Duration:
Agent Name:
No Agent Filed
DA Home I OSS Home I Contacts I Privacy Policy I Terms & Conditions
Use of this site and services indicates your acceptance of the Terms & Conditions of Use,
@CoDyriqht 2001 , Minnesota Office of the Secretary of State, All Rights Reserved,
http://da.sos.state.mn. us/minnesota/corp _inquiry-entity .asp?:nfiling_number= 1 OB-266&en... 9/22/2010
MEMORANDUM
Date:
September 24, 2010
To:
Diana Deleon, Contracts Technician
Purchasing & General Services
From:
Martha Vergara, Deputy Clerk
Minutes & Records Department
Re:
Contract: #10-5557 "Software Licensing Agreement for
Electronic Patient Care Reporting System"
Contractor: Image Trend, Inc.
Enclosed please find one (1) original, as referenced above (Agenda Item
#16F 6), which were approved by the Board of County Commissioners
on Tuesday, September 14,2010.
The Minutes & Records Department has retained the original for the
Board's Records.
If you should have any questions, please contact me at 252-7240.
Thank you.
Enclosures (1)