Item I3
BOARD OF GOVERNORS
FIRE AND AMBULANCE DISTRICT 1
AGENDA ITEM SUMMARY
Bulk Item: Yes
NoX
Division: Public Safety
Department: Emergency Medical Services
Meeting Date: June 19. 2002
AGENDA ITEM WORDING: Approval of Contract Addendum with Advanced Data Processing, Inc.
for Emergency Medical Services billing and related professional services, to extend the term of the
agreement for an additional one (1) year period
ITEM BACKGROUND: On August 16,2000, the Board approved a two (2) year agreement with
Advanced Data Processing, Inc. (ADP) for Emergency Medical Services billing and related professional
services, at a rate of 7% of total collections and $11.40 per Medicaid account. The original agreement
provides the option for Monroe County to renew the agreement for two (2) additional one (1) year terms,
by giving notice to the Contractor at least sixty (60) days in advance.
PREVIOUS RELEVANT BOG ACTION: On August 16, 2000, Board of Governors approved
contract with Advanced Data Processing for Rescue Ambulance Billing & related professional services.
STAFF RECOMMENDATION: Approval
TOTAL COST: 7% of total collections and $11.40
per Medicaid account ($36.738.20 - FY 2001)
COST TO COUNTY: same as above
BUDGETED: Yes X No
REVENUE PRODUCING: Yes
No
AMOUNT PER MONTH
APPROVED BY: _County Attorney YES
OMB/Purchasing YES Risk Management YES
9ft _ y{buc-
~es R. "Reggie" Paros
DOCUMENTATION: Included:]L To Follow: Not Required: _
DIVISION DIRECTOR APPROVAL:
DISPosmON: Agenda Item #: --/-i...?
MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
Contract with: Advanced Data
Processing. Inc.
CONTRACT SUMMARY
Contract #
Effective Date: September 1. 2002
Expiration Date: August 31.2003
Contract Purpose/Description: Contract Addendum with ADP to continue Rescue Ambulance
Billing and related professional services for an additional one (1) year term
Contract Manager: James R. Paros
(Name)
6002
(Ext.)
EMS - Stop 14
(Department)
for BOCC meeting on June 19. 2002
Agenda Deadline: June 5. 2002
CONTRACT COSTS
Total Dollar Value of Contract: 7% of monthly Current Year Portion: 7% collections/$11.40
collections / $11.40 per Medicaid account) per Medicaid acct .($36,738.20 - FY 2002)
Budgeted? YesD No 0 Account Codes: 13001-530340
- - -
----
County Match: $
- - -
----
- - -
----
ADDITIONAL COSTS
Estimated Ongoing Costs: $_/yr For:
(Not included in dollar value above) (eg. maintenance, utilities, janitorial, salaries, etc.)
CONTRACT REVIEW
Changes
.;. 9ate In Needed,-, ~
Division Director 'lJ/tzoL YesD No~. .
Risk Management j'-cXH-o&-YesD Noff .
O.M.B./Purchasing. s\L.qlo2.. YesD Nog/
County Attorney S-/;"J. C I C 2- YesD NoD
~at Out
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Comments:
OMB Form Revised 9/11195 MCP #2
CONTRACT ADDENDUM
for
RESCUE AMBULANCE BILLING
& RELATED PROFESSIONAL SERVICES
TillS CONTRACT ADDENDUM is made and entered into this day of
, 2002, between the Board of Governors, Fire and Ambulance
District 1, of Monroe County, Florida, and Advanced Data Processing, Inc.
WHEREAS, on August 16, 2000, the parties entered into an agreement for the
period of September 1, 2000 through August 31, 2002; and
WHEREAS, under the terms and conditions of the agreement, the COUNTY has
the option to renew this agreement for two (2) additional one (1) year terms by giving at
least sixty days notice to CONTRACTOR; and
WHEREAS, the COUNTY desires to renew this agreement for an additional one
(1) year term; now therefore,
IT IS AGREED as follows:
1. The contract between the County of Monroe and Advanced Data Processing, Inc.
shall be extended for the period of September 1, 2002 through August 31, 2003.
In all other respects, the agreement between the parties dated September 1, 2000
remains in full force and effect.
IN WITNESS WHEREOF, the parties have hereunto set their hands and seal, the
day and year first written above.
BOARD OF GOVERNORS OF
FIRE AND AMBULANCE DISTRICT 1
OF MONROE COUNTY, FLORIDA
Mayor/Chairman
(SEAL)
ATTEST: DANNYL.KOLHAGE,CLERK
By:
Deputy Clerk
ADVANCED DATA PROCESSING, INe.
By:
Paul Franzelas, Vice President
APPROVED AS TO FORM
ANL~l S~F~I?~Y ;;f'
~~/<t,.....tf ~
(> AN E A. HUTTON
1"1 ATI' J t' (J
"Ambulance B!/Iing & Related Servi~ ~,.
CONTRACT # Date:
Page 1
CONTRACT BETWEEN
THE COUNTY OF MONROE
AND
ADVANCED DATA PROCESSING. INC.
FOR RESCUE AMBULANCE BILLING & RELATED PROFESSIONAL SERVICES.
THIS CONTRACT, hereinafter "CONTRACT OR AGREEMENT", made and entered into
this ~day of September, 2000 by and between MONROE COUNTY, a political
subdivision of the State of Florida, with principal offices located at 490 63rd Street,
Marathon, Fl 33050, hereinafter referred to as the "COUNTY", and Advanced Data
Processing, Inc., a Florida Corporation with principal offices located at 520 NW 165
Street, Suite 201, Miami, Florida 33169, hereinafter referred to as the
"CONTRACTOR". .
WITNESSETH:
WHEREAS, the parties hereto now wish to enter into an agreement, pursuant to
which the CONTRACTOR will render those professional services in connection with said
project as hereinafter provided;
NOW THEREFORE, the parties hereto agree as follows:
1. DEFINITION OF THE PROJECT. The objective of the project is to utilize the
services of the CONTRACTOR to provide the COUNTY with ambulance billing and
related services.
2. SCOPE OF SERVICES. The CONTRACTOR shall perform and carry out the work
tasks presented in CONTRACTOR'S Scope of Work (Exhibit A), as summarized herein.
All payments shall be paid directly to 'MONROE COUNTY BOARD OF COUNTY
COMMISIONERS' or via "locked-Box" facility as directed by the COUNTY.
3. TIME OF PERFORMANCE. This Contract shall be effective for a two-year period
from September 1, 2000 through August 31, 2002, under the terms and
conditions contained herein unless otherwise terminated. The COUNTY may, at its
option, renew this agreement for two (2) additional one (1) year terms under the then
in force terms and conditions by giving notice to CONTRACTOR at least sixty (60) days
prior .to expiration of the current term. Monroe County's performance and obligation to
pay under this contract, is contingent upon an annual appropriation by the Board of
County Commission.
4. COMPENSATION AND METHOD OF PAYMENT. The COUNTY reserves the right to
request changes in the services within the general scope of the Contract to be
performed upon mutual agreement by the COUNTY and CONTRACTOR which shall
specify the change ordered and the adjustment of time and compensation required
therefore.
Agreement Page 1 of 6
"Ambulance Billing & Related Sel"J
CONTRACT #
Page 2
Date:
Any services added to the scope of this Contract by a change order shall be
executed in compliance with all other applicable conditions of this Contract. No claim
for additional compensation or extension of time shall be recognized unless contained in
the duly executed change order.
The CONTRACTOR shall provide to the COUNTY a monthly invoice representing
fees for the services provided computed as:
Seven percent (7%) of all monies collected by CONTRACTOR, excluding
Medicaid accounts, during the previous month. Pursuant to Florida Statute 409.913(9),
CONTRACTOR will include in the same invoice an amount of $11.40 per Medicaid
account for providing all billing services related to such accounts processed in the
previous month. The COUNTY shall issue a check for the amount invoiced, minus any
disputed amount, within thirty (30) days of receipt and acceptance of the invoice.
The COUNTY shall bear the cost of any and all lock-box services. All other costs
incurred by CONTRACTOR in the performance of services as specified herein (including,
but not limited to postage, materials, communications and phone costs and, other
operating costs) shall be borne by the CONTRACTOR.
5. REPORTS. The CONTRACTOR shall provide the COUNTY with status reports as set
forth in Exhibit A and other reports as mutually agreed. The CONTRACTOR shall also
provide changes to such reports and ad hoc report requests on a reasonable basis and
as mutually agreed.
6. DATA TO BE FURNISHED BY COUNTY. The COUNTY will make available to the
CONTRACTOR, for use in performance of services under this Contract, all available
reports, studies or any other materials in its possession that may be useful to the
CONTRACTOR. All material furnished by the COUNTY will not be disclosed to any
party without the COUNTY's prior approval.
7. INDEPENDENT CONTRACTORS. The CONTRACTOR is an independent. contractor
and not an employee or agent of the COUNTY with the following exception:
To the extent necessary to fulfill its billing and collection efforts
under the Agreement, the CONTRACTOR is authorized to sign in an
administrative capacity for the COUNTY the following types of standard
forms and correspondences only: probate filings; letters to patients or
their representatives verifying that an account is paid in full; forms
verifying the tax-exempt status of the COUNTY; and insurance filings
and related forms. The CONTRACTOR has no authority to sign any
document that imposes any liability on the COUNTY.
The CONTRACTOR shall retain full control over the employment, direction,
compensation and discharge of all persons assisting in the performance of service by
CONTRACTOR. The CONTRACTOR shall be fully responsible for all matters relating to
payment of employees, including compliance with Social Security, withholding tax and
all other laws and regulations governing such matters. The CONTRACTOR shall be
Agreement Page 2 of 6
"Ambulance Billing & Related Servo
CONTRACT #
Page 3
Date:
responsible for its own acts and those of its agents and employees during the term of
this contract.
8. INDEMNIFICATION. The CONTRACTOR shall indemnify and hold the COUNTY
harmless from any and all claims, losses and causes of actions which may arise out of
the performance of this Agreement as a result of an act of negligence, of the
CONTRACTOR. its employees, agents. representatives. consultants, or its
SUBCONTRACTORS. The CONTRACTOR shall pay all claims and losses of any nature
whatsoever in connection therewith and shall pay all costs and judgements (including,
but not limited to,. attorneys' fee and expenses and cost of defense provided on behalf
of the COUNTY), that may issue thereon. The above provisions shall survive the
termination of this Agreement and shall pertain to any occurrence during the term of
this Agreement. even though the claim may be made after the termination hereof.
Nothing contained herein is intended nor shall be construed to waive COUNTY's
rights and immunities under the common law or Florida Statutes 768.28, as amended
from time to time.
9. INSURANCE. The CONTRACTOR shall maintain the following insurance coverage:
1) Worker's Compensation Insurance in compliance with Florida Statutes, Chapter
440 and applicable Federal Acts as they may be amended from time to time; and
2) General liability insurance in an amount no less than $1,000,000 per occurrence.
3) Coverage for business interruption, destruction of data processing equipment and
media, liabilities affecting accounts receivables, contracts and independent
contractors and, valuable documents in an amount no less than $100,000
aggregate;
4) liability coverage for all vehicles whether owned. hired or used in the amount of
$500,000; and
5) Professional liability coverage in the amount of $500,000.
Where applicable all coverage above shall be amended with MONROE COUNTY BOARD
OF COUNTY COMMISSIONERS named as an additional insured. All of the policies of
insurance so required to be purchased and maintained shall contain a provision or
endorsement that the coverage afforded shall not be canceled, materially changed or
renewal refused until at least thirty (30) calendar days written notice has been given to
the COUNTY by certified mail. Prior to commencing work. the CONTRACTOR shall
provide COUNTY with certified copies of all insurance policies providing coverage as
required. Any indemnification provisions in this Agreement are separate and apart and
in no way limited by the insurance amounts stated above.
The liabilities of the CONTRACTOR under this Agreement shall survive and not be
terminated. reduced, or otherwise limited by any expiration or termination of insurance
coverages.
Agreement Page 3 of 6
"Ambulance Billing & Related Serv
CONTRACT #
Page 4
Date:
10. OWNERSHIP OF DOCUMENTS. CONTRACTOR shall be required to work in
harmony with other consultants relative to providing information requested in a timely
manner and in the specified form. The CONTRACTOR agrees that any and all
documents, records, disks, and electronic data produced in the performance of this
Agreement shall be the sole property of the COUNTY, including all rights therein of
whatever kind except as may otherwise be provided hereinafter. Failure to turn over
such documents within seven (7) days of when requested may be cause for the
COUNTY to withhold payments due CONTRACTOR or to enforce this clause by legal
remedies.
11. ATTACHMENTS. The following named attachments are made an integral part of
this Agreement:
A. Proposal presented to Monroe County EMS by Advanced Data Processing dated
July 6, 2000 (Exhibit A attached hereto and made a part hereof) which includes the
Contract with the City of Boca Raton (referenced herein as the "Piggyback").
B. Public Entity Crime Statement and Sworn Ethics Clause
Where terms, conditions or scope of services stated in either this Agreement or the
above attachments conflict, this Agreement and any superceding Amendments thereof
shall prevail.
12. TERMINATION for CAUSE. During the time of this agreement the COUNTY may
terminate this Agreement after first giving to CONTRACTOR notice of default and
opportunity to cure the default within thirty (30) days after receipt of such notice. In
the event the acts constituting default are a violation of law, CONTRACTOR shall be
subject to immediate termination of contract. Notwithstanding the provisions above,
the COUNTY shall not have any right to cancel this contract without cause.
Upon termination, the CONTRACTOR shall submit an invoice(s) to the COUNTY in an
amount(s) that representing fees for services actually performed or obligations incurred
to the date of effective termination for which the CONTRACTOR has not been
previously compensated. Upon payment of all sums found due, the COUNTY shall be
under no further obligation to the CONTRACTOR, financial or otherwise.
13. UNCONTROLLABLE FORCES. Neither the COUNTY nor CONTRACTOR shall be
considered to be in default of this Agreement if delays in or failure of performance shall
be due to Uncontrollable Forces, the effect of which, by the exercise of reasonable
diligence, the non-performing party could not avoid. The term "Uncontrollable Forces"
shall mean any event which results in the prevention or delay of performance by a party
of its obligations under this Agreement and which is beyond the reasonable control of
the non-performing party. It includes, but is not limited to fire, flood, earthquakes,
storms, lightning, epidemic, war, riot, civil disturbance, sabotage, and governmental
actions.
Neither party shall, however, be excused from performance if non-performance is due
to forces that are preventable, removable, or remediable nor which the non-performing
party could have, with the exercise of reasonable diligence, prevented, prevented,
Agreement Page 4 of 6
"Ambulance Billing & Related SeN
CONTRACT #
Page 5
Date:
removed, or remedied with reasonable dispatch. The non-performing party shall, within
a reasonable time of being prevented or delayed from performance by an uncontrollable
force, give written notice to the other party describing the circumstances and
uncontrollable forces preventing continued performance of the obligations of this
Agreement.
14. JURISDICTION, VENUE and CHOICE OF LAW. All questions pertammg to the
validity and interpretations of this Contract shall be determined in accordance with the
laws of the State of Florida. Any legal action by either party against the other
concerning this agreement shall be filed in Monroe County, Florida, which shall be
deemed proper jurisdiction and venue for the action.
15. PIGGYBACK. It is hereby a precondition of any part of this Agreement that the
Most Favorable Terms of CONTRACTOR's Agreement with the City of Boca Raton
(dated March 17, 1999) shall be extended to the COUNTY including any modifications,
amendments or exclusions for the term of referenced agreement. Effectively, this
allows the COUNTY to piggyback the agreement with the City of Boca Raton.
16. ASSIGNMENT OF CONTRACT. The CONTRACTOR shall not sell, transfer, assign
or otherwise dispose of this Contract or any part thereof or work provided therein, or of
its right, title or interest therein, unless otherwise provided in the contract, without
express prior consent by the COUNTY.
17. NOTICES. Delivered or mailed to such party at their respective addresses as
follows:
To the COUNTY:
Monroe County EMS
490 Sixty-Third Street
Marathon, Fl 33050
Attn: Teresa Gorentz, Director
To the CONTRACTOR:
Paul Franzelas
Vice President
- Advanced Data Processing, Inc.
520 NW 165 Street Road, Suite 201
Miami, Florida 33169
18. REPESENTATION AND WARRANTY. CONTRACTOR represents that they have
experience and agrees to follow all Federal, State and Local Laws including, but not
limited to, Public Records Laws and those laws and statutes applicable to
discrimination.
Agreement Page 5 of 6
"Rescue Ambulance Billing & F
CONTRACT #
ted Services"
Date:
I u~...... u
19. ENTIRE CONTRACT. This Contract contains the entire agreement between the
parties. The CONTRACTOR represents that in entering into this Contract it has not
relied on any previous oral and/or implied representations, inducements or
understandings of any kind or nature.
IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed on
the day and year first above written:
SEAL
M,<?N~OE COUNTY
. ~~~ ";\"
.... ~~iJ:.......?- ---
By: ~_._---
Yvonne Harpe~ Chairperson
Lower and Middle Keys Fire
and Ambulance District
Board of Governors
Attest:~b..O ~~/D'L'
Danny Kolhage. erk of the Court
~-lla-OO
By:
'.. ,..;;:.
~. .'--,:C{;~/
- (.r;.;:
C'. .
Agreement Page 6 of 6