IFB/PS/AFRD/2605-1260220/EMS REVENUE BILLING SERVICES

CONTRACT FOR
IFB/PS/AFRD/2605-1260220/EMS Revenue Billing
Services
Atlanta, Georgia
Andre Dickens
Mayor
City of Atlanta
Roderick M. Smith
Fire Chief
Atlanta Fire and Rescue Department
Chandra Houston
Chief Procurement Officer
Department of Procurement

IFB/PS/AFRD/2605-1260220/EMS Revenue Billing Services
Contract Name: Contract:
EMS Revenue Billing Services IFB/PS/AFRD/2605-1260220
Service Provider Name: City of Atlanta Using Agency:
AFRD
Address: Address:
226 Peachtree St. SW
Atlanta, GA 30303
Phone: Phone:
404-853-5544
Email: Email:
jwozniak@atlantaga.gov
Authorized Representative: Authorized Representative:
Jason Wozniak
THIS AGREEMENT, IFB/PS/AFRD/2605-1260220/EMS Revenue Billing Services (this "Agreement")
between the City of Atlanta (the "City"), a Georgia Municipal Corporation, and
_______________________ ("Service Provider") is entered into and effective on this ____ day of
___________________, 20___ (the "Effective Date"). City and Service Provider may be collectively
referred to as the "Parties" or individually as a "Party."
WHEREAS, pursuant to City of Atlanta Code of Ordinances ("Code") 2-1188, the Chief Procurement
Officer is authorized to enter into this Agreement for the purchase of an Emergency Medical Service (EMS)
billing module that will encompass many services within AFRD. Atlanta Fire Rescue operates an EMS
agency that utilizes seven (7) Advanced Life Support (ALS) transport units and up to one (1) Tactical Medic
for the sole purpose of providing pre-hospital emergency medical care and patient transport. on behalf of
the City's Atlanta Fire and Rescue Department ("AFRD"); and
WHEREAS, Service Provider has agreed to provide such services as outlined within this Agreement and
more specifically within Exhibit A of the Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and conditions hereinafter set forth, the
Parties agree as follows:
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1. Interpretation.
1.1 All capitalized terms used in this Agreement shall have the meanings ascribed to them in the
Agreement documents, including in Exhibit B attached hereto.
1.2 If there is a conflict between any of the Agreement documents, precedence shall be given in
the following order:1
1. Agreement
2. Exhibit A - Scope of Services
3. Exhibit A.1 - Compensation
4. Exhibit B - Definitions
5. Exhibit C - Authorization
6. Exhibit D - City Security Policies
7. Exhibit E - Dispute Resolution Procedure
8. Exhibit F - Task Order Form (Not Applicable)
9. Exhibit G - Additional Agreement Documents
10. Appendix A - Office of Contract Compliance Requirements
11. Appendix B - Insurance and Bonding Requirements
1.3 If the application of the foregoing procedure fails to resolve the discrepancy, unless Service
Provider sought and obtained the clarification of the discrepancy prior to entering into this
Agreement, the discrepancy shall be resolved by construing the provision in favor of the City
and in such a manner as will further the City's best interests.
2. Term and Renewal Options.
2.1 This Agreement is effective as of the Effective Date written above and is authorized to continue
in effect for a period of five (5) years, unless earlier terminated in accordance with a termination
provision later set forth in this Agreement. In the event this Agreement is not earlier terminated,
the City, in its sole discretion, is authorized to exercise up to zero (0) additional renewal options
each for a period of zero (0) additional year(s). Any authorized period of the Agreement
including any renewal period shall be referred to as the "Term." In the event the City elects to
exercise any option to renew, such renewal option will be exercised according to the following
procedures:
2.2 If City desires to exercise an option to renew, it will submit legislation authorizing such renewal
for consideration by the City's Council and Mayor prior to the expiration of the Term. The
legislation will establish the date of such renewal.
2.3 If such legislation is enacted, City will notify Service Provider of such renewal within fifteen
(15) days prior to the expiration of the Agreement, at which time Service Provider shall be
bound to provide Services during such renewal period, without the need for the Parties to
execute any further documents evidencing such renewal. Service Provider acknowledges that
its initial execution of this Agreement is deemed its agreement to continue to provide Services
during, any renewal period in accordance with the terms and conditions of this Agreement.
1 For purposes of this provision, authorized changes to an item in the order of precedence pursuant to a Change
Document take precedence over the particular item changed.
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3. Authorization. This Agreement is authorized by legislation adopted by the City's Council and
approved pursuant to City Charter Section 2-403 which is attached as Exhibit C.
4. Services.
4.1 Description of Services. Service Provider shall provide the services described generally on
Exhibit A attached hereto, and if applicable, as may be further described on any and all task
orders issued pursuant to the section entitled "Task Orders" below (individually, a "Task Order"
and, collectively, the "Task Orders") (the "Services"). If any Services to be performed are not
specifically included but are reasonably necessary to accomplish the purpose of the Agreement,
they will be deemed to be implied in the scope of the Services to the same extent as if specifically
described.
4.2 Resources. Unless otherwise expressly provided in this Agreement, all equipment, software,
Facilities and Service Provider Personnel required for the proper performance of the Services
shall be furnished by and be under the control of Service Provider. Service Provider shall be
responsible, at its sole cost, for procuring and using such resources in a proper, qualified,
professional, and high-quality working and performing order.
4.3 Quantity of Services. City makes no representations or warranties about the quantity of Services
that will be requested or Charges that will be paid under this Agreement. Any quantity of
Services or amount of Charges set forth in this Agreement are estimates only.
5. Funding. In accordance with Exhibit C herein, the City has authorized a total expenditure of up to
($) under this Agreement (the "Maximum Payment Amount").
6. Task Orders.
6.1 If applicable, Task Orders under this Agreement may be issued by City without further
legislative approval pursuant to Code 2-1111, if the legislation authorizing this Agreement
provides for such issuance. In such circumstances, the Task Order may be executed by City's
Chief Procurement Officer. City, at its sole discretion, may unilaterally issue Task Orders for
Services for which Charges are established in this Agreement. Service Provider shall promptly
proceed with the Services set forth in any such Task Order. If City solicits a proposal from
Service Provider for a Task Order, Service Provider shall submit its proposal with a Task Order
containing all the necessary terms and executed by Service Provider. Task Orders may be
executed or issued during the Term of this Agreement that contain a Service performance period
that extends beyond the Term. No Task Order may be executed or issued under this Agreement
subsequent to the expiration or termination of this Agreement.
6.2 Each Task Order will include the following: (a) a reference to this Agreement; (b) the Task
Order Commencement Date and, if applicable, the period of time during which the Services will
be provided; (c) a description of the Services to be provided; (d) the amounts payable and
payment schedule for the Services; and (e) any additional provisions applicable to the Services.
No Task Order will become effective until it has been executed by an authorized representative
of Service Provider and City. Each Task Order shall be in the form of the Task Order Form
attached hereto as Exhibit F, unless the Parties mutually agreed upon a different form.
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7. Change Documents.
7.1 This section will govern changes to this Agreement whether or not such changes involve an
increase in the Maximum Payment Amount. In accordance with Code 2-1292, changes in the
Services or other aspect of this Agreement shall be made by written document ("Change
Document" or "Unilateral Change Document").2 All changes shall be implemented pursuant to
this section and any Applicable Law.
7.2 Potential Change Documents that may be issued concerning this Agreement include, but are not
limited to:
(a) Change Documents involving an increase to the Maximum Payment Amount executed
between City and Service Provider which may or may not require legislative approval under
Code 2-1292;
(b) Change Documents involving no increase to the Maximum Payment Amount, changes in
the value of the Charges, or changes in the terms or amounts of compensation executed
between City and Service Provider pursuant to Code 2-1292(d); and
(c) Unilateral Change Documents issued by City pursuant to Code 2-1292(d) involving no
increase to the Maximum Payment Amount, changes in the value of the Charges, or changes
in the terms or amounts of compensation.
7.3 Change Documents that do not involve an increase in the Maximum Payment Amount may be
executed pursuant to Code 2-1292(d) either bilaterally or unilaterally by City.
7.4 City may propose a change in the Services or other aspects of this Agreement by delivering
written notice to Service Provider describing the requested change ("City Change Request").
Within ten (10) Business Days of issuance of City's Change Request, Service Provider shall
evaluate it and submit a written response to the City's Change Request ("Service Provider
Proposed Change Document"). If Service Provider does not respond to the City Change Request
within ten (10) Business Days of receipt, it shall be deemed that Service Provider agrees with
the proposed change. A City Change Request which involves the reduction of Services shall be
effective upon written notice to Service Provider.
7.5 Service Provider may, without receiving a City Change Request, on its own submit a Service
Provider Proposed Change Document to the City's Authorized Representative describing its
own proposed change to the Agreement.
7.6 Each Service Provider Proposed Change Document shall include the applicable schedule for
implementing the proposed change, any applicable changes to the Charges (either increased or
decreased) and all other information applicable to the proposed change. Each Service Provider
Proposed Change Document shall constitute an offer by Service Provider and shall be
irrevocable for a period of sixty (60) Business Days. City shall review and may provide Service
Provider with comments regarding a Service Provider Proposed Change Document, and Service
2 Change Documents may assume numerous multiple forms and titles depending on the nature of the change involved
(e.g., Change Order, Unilateral Change Order, Amendment, Contract Modification, Renewal, etc.)
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Provider shall respond to such comments, if any. A Service Provider Proposed Change
Document will become effective only when executed by an authorized representative of City.
7.7 City may propose any changes to the Agreement, including, but not limited to, changes that it
contends do not involve an increase to the Maximum Payment Amount and Service Provider
shall, in good faith, evaluate such proposed City Change Request. If City and Service Provider
are able to reach agreement on such City Change Request, each will execute a Change
Document concerning such City Change Request pursuant to Code 2-1292(d). Nothing in this
Agreement shall, in the event of a disagreement between City and Service Provider concerning
a proposed City Change Request, or otherwise, prohibit City from issuing a Unilateral Change
Document to Service Provider, pursuant to Code 2-1292(d), and City and Service Provider
agree to resolve any dispute pursuant to the Dispute Resolution Procedures set forth in Exhibit
E. During the pendency of such dispute, Service Provider shall continue to perform the Services,
as changed by such Unilateral Change Document.
8. Service Provider's Obligations.
8.1 Service Provider Personnel. Service Provider shall be responsible, at its own cost, for all
recruiting, hiring, training, educating, and orienting of all Service Provider Personnel, all of
whom shall be fully qualified and shall be authorized under Applicable Law to perform the
Services.
8.2 Service Provider Authorized Representative. Service Provider designates the Service Provider
Authorized Representative named on page l of this Agreement ("Service Provider Authorized
Representative") and, such Person shall: (a) be a project executive and employee within Service
Provider's organization, with the information, authority, and resources available to properly
coordinate Service Provider's responsibilities under this Agreement; (b) serve as primary
interface and the single-point of communication for the provision of Services by Service
Provider; (c) have day-to-day responsibility and authority to address issues relating to the
Services; and (d) devote adequate time and efforts to managing and coordinating the Services.
8.3 Qualifications. Upon City's reasonable request, Service Provider will make available to City all
relevant records of the education, training, experience, qualifications, work history, and
performance of Service Provider Personnel.
8.4 Subcontracting. Except to the extent specifically authorized in this Agreement, Service Provider
will not enter into any agreement with or delegate any Services to any Third Party without the
prior written approval of City, which City may withhold in its sole discretion. In the event
Service Provider is approved to subcontract any of the Services, Service Provider shall: (i)
remain responsible for the performance of Services by its subcontractor(s); (ii) remain City's
sole point of contact for the Services; and (iii) be solely responsible for the payment of any
subcontractor.
8.5 Conflicts of Interest. In accordance with Code 2-813, Service Provider shall immediately
notify City, in writing, specifically disclosing any and all potential or actual conflicts of
interests, which arise or may arise during the execution of the Services or in the fulfillment of
the requirements of this Agreement. City shall make a written determination as to whether a
conflict of interest actually exists and the actions to be taken to resolve the conflict of interest.
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8.6 Commercial Activities. Neither Service Provider nor any Service Provider Personnel shall
establish any commercial activity, issue concessions, or permits of any kind to Third Parties for
establishing any activities on City property.
9. City's Authorized Representative.
9.1 Designation and Authority. City designates the City Authorized Representative named on page
1 of this Agreement (the "City Authorized Representative") who shall (a) serve as primary
interface and the single-point of communication for the provision of Services; (b) have day-to-
day responsibility to address issues relating to this Agreement; and (c) to the extent provided
under the Code, have the authority to execute any additional documents or changes on behalf of
City.
9.2 City's Right to Review and Reject. Any Work Product, Service, or other document or item to
be submitted or prepared by Service Provider hereunder shall be subject to the review of the
City Authorized Representative. The City Authorized Representative may disapprove, if in the
City Authorized Representative's sole opinion the Work Product, Service, document or item is
not in accordance with the requirements of this Agreement or sound professional service
principles, or is impractical, uneconomical, or unsuited in any way for the purposes for which
the Work Product, Service, document or item is intended. If any of the said items or any portion
thereof are so disapproved, Service Provider shall revise the items until they meet the approval
of the City Authorized Representative. However, Service Provider shall not be compensated
under any provision of this Agreement for repeated performance of such disapproved items.
10. Payment Procedures.
10.1 General. City will not be obligated to pay Service Provider any amount in addition to the
Charges set forth on Exhibit A.1 of this Agreement, or, as set forth in an applicable Task Order
appropriately issued under this Agreement.
10.2 Invoices. Service Provider shall prepare and submit to City invoices for payment of all Charges
in accordance with this Agreement. Each invoice shall be in such detail and in such format as
City may reasonably require. To the extent not specified in this Agreement, Service Provider
shall invoice City monthly for Services rendered.
10.3 Taxes. The Charges are inclusive of all taxes, levies, duties and assessments ("Taxes") of every
nature due in connection with Service Provider's performance of the Services. Service Provider
is responsible for payment of such Taxes to the appropriate governmental authority. If Service
Provider is refunded any Tax payments made relating to the Services, Service Provider shall
remit the amount of such refund to City within forty-five (45) Business Days of receipt of such
refund.
10.4 Maximum Amount. City shall not be obligated to pay any amount in excess of the Maximum
Payment Amount for all Services rendered pursuant to this Agreement.
10.5 Payment. Unless otherwise specified in the Agreement, City shall endeavor to pay all
undisputed Charges within thirty (30) Business Days of the date of the receipt by City of a
properly rendered and delivered invoice. Notwithstanding the foregoing, unless otherwise
provided, all undisputed Charges on an invoice properly rendered and delivered shall be payable
within forty-five (45) Business Days of the date of receipt by City.
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10.6 Disputed Charges. If City in good faith disputes any portion of an invoice, City may withhold
such disputed amount and notify Service Provider in writing of the basis for any dispute within
thirty (30) Business Days of the later of: (a) receipt of the invoice; or (b) discovery of the basis
for any such dispute. City and Service Provider agree to use all reasonable commercial efforts
to resolve any disputed amount in any invoice within thirty (30) Business Days of the date City
notifies Service Provider of the disputed amount.
10.7 No Acceptance of Nonconforming Work. No payment of any invoice or any partial or entire
use of the Services by City constitutes acceptance of any Services.
11. Service Provider Representations and Warranties. As of the Effective Date and continuing
throughout the Term and, if applicable, any subsequent Task Order performance period, Service
Provider warrants to City that:
11.1 Authority. Service Provider is duly incorporated or formed, validly existing and is in good
standing under the laws of the state in which it is incorporated or formed and is in good standing
in each other jurisdiction where the failure to be in good standing would have a material adverse
effect on its business or its ability to perform its obligations under this Agreement. Service
Provider has all necessary power and authority to enter into and perform its obligations under
this Agreement, and the execution and delivery of this Agreement and the consummation of the
transactions contemplated by this Agreement have been duly authorized by all necessary actions
on its part. No action, suit or proceeding in which Service Provider is a party that may restrain
or question this Agreement, or the provision of Services by Service Provider is pending or
threatened.
11.2 Validity of Agreement. This Agreement has been duly and validly executed and delivered by
Service Provider and constitutes the valid and binding obligation of Service Provider,
enforceable in accordance with its terms.
11.3 Professional Standards. The Services will be performed in a professional and workmanlike
manner in accordance with the standards imposed by Applicable Law and the practices and
professional standards used in well managed operations performing services similar to the
Services.
11.4 Conformity. The development, creation, delivery, provision, implementation, testing,
maintenance, and support of all Services shall conform in all material respects to the description
of such Services in this Agreement.
11.5 Originality and Title to Concepts, Materials, and Goods. If applicable and in accordance with
Code 2-1294 and 2-1295, Service Provider represents and warrants that all processes,
procedures, Work Product, materials and methodologies used by Service Provider or any
Service Provider Personnel, or City's use thereof (or access or other rights thereto) in connection
with the Services, or any of the Services themselves, (i) are wholly original with the Service
Provider or Service Provider Personnel or Service Provider has secured all applicable interests,
rights, licenses, permits or other Intellectual Property Rights; (ii) shall not violate the rights of
publicity or privacy of, or constitute a libel or slander against, any Third Party; and (iii) shall
not infringe or misappropriate the Intellectual Property Rights of a Third Party. Service Provider
represents and warrants that it is the owner of or otherwise has the right to use and distribute the
goods and services contemplated by the Agreement.
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11.6 Contingent Fees Prohibited. In accordance with Code 2-1485, it has not employed or retained
any company or Person, other than a bona fide employee working for Service Provider, to solicit
or secure this Agreement; and that Service Provider has not paid or agreed to pay any Person
other than a bona fide employee working for Service Provider, any fee, commission, percentage,
gift or any other consideration contingent upon or resulting from the award or making of this
Agreement. For the breach or violation of the above warranty, and upon a finding after notice
and hearing, City shall have the right to terminate the Agreement without liability, and, at its
discretion, to deduct from the Agreement, or otherwise recover the full amount of, such fee,
commission, percentage, gift or consideration.
12. Compliance with Laws.
12.1 General. Service Provider will perform the Services in compliance with all Applicable Laws.
12.2 City's Socio-Economic Programs. Service Provider shall comply with any and all applicable
City socio-economic programs, including, but not limited to, City's EBO and EEO Programs,
and requirements set forth in the Code in the performance of the Services.
12.3 Consents, Licenses and Permits. Service Provider will be responsible for, and the Charges shall
include the cost of obtaining, maintaining and complying with, and paying all fees and taxes
associated with, all applicable licenses, authorizations, consents, approvals and permits required
of Service Provider in performing Services and complying with this Agreement.
13. Data Security.
13.1 Service Provider Data Security Obligations. To the extent that Service Provider accesses or
processes any data received from or on behalf of City under this Agreement ("City data"),
Service Provider shall at all times:
(a) act only on the instructions of City;
(b) not transfer City data to another party without City's prior written consent;
(c) have in place appropriate technical and organizational security measures against
unauthorized or unlawful processing, access, loss, destruction, disclosure, and damage of
such City data;
(d) immediately notify City upon any breach, potential breach, or unauthorized access to City
data;
(e) immediately notify City of any requests for information, complaints, or other
communications received from any governmental agency regarding data; and upon City's
request, facilitate City's interaction with governmental agencies.
13.2 Data Ownership. To the extent that Service Provider accesses or processes any data received
from or on behalf of City in the course of provision of the obligations under this Agreement, all
City data, including copies, summaries and derivative works thereof, must be remitted, in a
mutually agreeable format and media, to City by the Service Provider upon request or upon
completion, expiration, termination, or cancellation of this Agreement. The foregoing sentence
does not apply if the City's Chief Information Security Officer or delegate authorizes in writing
the Service Provider to sanitize and/or destroy the data and the Service Provider certifies, in
writing, that the sanitization and/or destruction of the data has occurred. Within ninety (90)
calendar days following any remittance of City data to City, Service Provider shall, unless
otherwise instructed by City in writing, sanitize and/or destroy any remaining data and certify
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in writing that the sanitization and/or destruction of the data has occurred. Any such remittance,
sanitization, or destruction of date will be at the Service Provider's sole cost and expense.
13.3 Information Security Program. To the extent that Service Provider accesses or processes any
data received from or on behalf of City in the course of provision of the obligations under this
Agreement, Service Provider shall establish a written information security program ("ISP")
containing appropriate administrative, technical, and physical measures to protect City data
(including Personal Information) against accidental or unlawful destruction, alteration,
unauthorized disclosure or access consistent with Applicable Laws.
13.4 Data Security Incident.
13.4.1 Notification. If Service Provider becomes aware of a security breach (as defined in any
Applicable Law) or any other event that compromises the security, confidentiality or
integrity of City data (an "Incident"), Service Provider will take appropriate actions to
contain, investigate and mitigate the Incident. Service Provider shall immediately notify
City of an Incident, but in no event later than forty-eight (48) hours.
13.4.2 Other Service Provider Obligations. In the event that an Incident causes release of
Personal Information of individuals, Service Provider shall, to the extent legally
required or otherwise necessary, notify the individuals of potential harm, and bear the
actual, reasonable costs of: (a) notifying affected individuals, insureds, or others the
City deems appropriate, provided that Service Provider and City shall mutually agree
on the content and timing of any such notifications, in good faith and as needed to meet
applicable legal requirements; (b) establishing a call center or other communications
procedures in response to such Incident (e.g., customer service FAQs, talking points
and training); (c) public relations and other similar crisis management services; (d) legal
and accounting fees and expenses; and (e) if applicable based on the nature of the of the
Incident, one (1) year of credit monitoring to affected individuals. The foregoing
obligations shall not be limited in any way by any limitation of liability under this
Agreement, nor shall any amounts paid or incurred under this section count towards or
be applied to any cap or other limitation on damages.
13.4.3 City Data Policies. Service Provider shall comply with Code 2-234.1, any City
Security Policies included in Exhibit D, and any additional City Security Policies that
the City may provide during the Term of this Agreement. Service Provider shall ensure
that all Service Provider Personnel comply with the same.
13.5 Data Residency and Location. Service Provider shall ensure that all City data (including
Personal Information) processed, stored, or transmitted in connection with this Agreement shall
remain within the territorial boundaries of the United States of America unless required by
Applicable Law or with prior written consent from the City. In such event, any transfer of data
outside of the United States must comply with relevant data protection regulations and require
appropriate safeguards to ensure data security and privacy.
13.6 Access to City Network. To the extent Service Provider accesses any City technology assets,
the Service Provider shall comply with the following:
13.6.1 Access Request. Service Provider shall not permit any Service Provider Personnel to
connect to the City's network without the City's prior written approval. Service
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