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Agreement <br />THIS AGREEMENT ("Agreement") is by and between INDIAN RIVER COUNTY, a Political Subdivision of the <br />State of Florida organized and existing under the Laws of the State of Florida, (hereinafter called COUNTY) <br />and EMS Management & Consultants, Inc. (hereinafter called AGENCY). COUNTY and AGENCY, in <br />consideration of the mutual covenants hereinafter set forth, agree as follows: <br />ARTICLE 1— WORK. AGENCY will provide professional services for Emergency Medical Services ("EMS") <br />billing and coding services, in accordance with the specifications outlined in RFP 2023036, also including <br />Lockbox services, beginning May 1, 2024. <br />ARTICLE 2 — TERM. The agreement shall commence on May 1, 2024, with an initial term of three years, <br />with two three-year extensions available, based on AGENCY acceptance, and determination by COUNTY <br />that renewal is in its best interest. Notice of intent to extend will be submitted to AGENCY no fewer than <br />90 days prior to expiration of the active term. <br />ARTICLE 3 — FEE. In consideration of AGENCY performing its obligations under this Agreement, COUNTY <br />will pay AGENCY 4.75 percent of net collections, and other fees as identified in Exhibit A, as total <br />compensation for services which have been authorized by COUNTY, provided proper invoices have been <br />timely submitted by AGENCY in accordance with Article 4 of this Agreement. <br />ARTICLE 4— INVOICING AND PAYMENT. AGENCY shall submit invoices at the end of each monthly billing <br />period, in a form acceptable to COUNTY, for services rendered. AGENCY shall provide detail of billing <br />rendered within 15 calendar days of the end of the billing period. Invoices shall be submitted <br />electronically. <br />COUNTY shall make payment in accordance with the provisions of the Local Government Prompt Payment <br />Act, Florida Statutes section 218.70 et. seq. <br />ARTICLE 5 — CHANGES, ADDITIONS AND DELETIONS. COUNTY may at any time request changes in the <br />work to be performed hereunder. All such changes, including any increase or decrease in the amount of <br />the AGENCY's compensation, shall be mutually agreed upon by and between COUNTY and AGENCY, and <br />only effective after written amendment to the Agreement has been approved by both parties. No claim <br />for damages for anticipated profits shall accrue to AGENCY. <br />ARTICLE 6 — INDEMNIFICATION. AGENCY shall indemnify and hold harmless the COUNTY, and its officers <br />and employees, from liabilities, damages, losses and costs, including, but not limited to, reasonable <br />attorney's fees, to the extent caused by the negligence, recklessness, or intentional wrongful misconduct <br />of the AGENCY and persons employed or utilized by the AGENCY in the performance of the Work. <br />ARTICLE 7 — STANDARD OF PERFORMANCE. The standard of care for all services performed or furnished <br />by AGENCY under this Contract will be the level of care that is ordinarily used by members of AGENCY's <br />profession practicing under similar conditions. Agency shall adhere to the professional guidelines <br />established by: Fair Debt Collections Practices Act, Centers for Medicare and Medicaid Services (CMS), <br />Private Insurance Companies and HIPPA. <br />ARTICLE 8 — QUALIFICATION AND COMPLIANCE. AGENCY represents and warrants that it has all licenses <br />