Item I2
BOARD OF GOVERNORS
FIRE AND AMBULANCE DISTRICT 1
AGENDA ITEM SUMMARY
Meeting Date: June 18, 2003
Division: County Administrator
Bulk Item: Yes
NoX
Department: Fire Rescue
AGENDA ITEM WORDING: Approval of Assignment, Delegation and Release Agreement between
Monroe County and Second Review, Inc., a Florida Corp., (formerly known as Advanced Data
Processing, Inc., a Florida Corporation), and Advanced Data Processing, Inc. (ADPI), a Delaware
Corporation for Rescue Ambulance Billing and Related Professional Services.
ITEM BACKGROUND: A contract for Rescue Ambulance Billing and Related Professional Services
exists between Monroe County and Second Review, Inc., a Florida Corporation (formerly known as
Advanced Data Processing, Inc., a Florida Corporation). Advanced Data Processing, Inc., a Florida
Corporation, is now functioning as Advanced Data Processing, Inc. (ADPI), a Delaware Corporation,
therefore it was necessary for an Assignment, Delegation and Release Agreement to be drawn up to put
the corporation name change into effect.
PREVIOUS RELEVANT BOG ACTION: On August 16, 2000, Board of Governors approved
contract with ADPI for Rescue Ambulance Billing and Related Professional Services for the period of
September 01,2000 through August 31, 2002. On June 19,2002, Board of Governors approved
Contract Addendum with ADPI to extend the term of the Agreement for an additional one (1) year
period through August 31, 2003. On May 21,2003, Board of Governors approved Business Associates
Addendum to ensure that AD PI is carrying out its obligation under the Health Insurance Portability and
Accountability Act (HIP AA).
CONTRACT/AGREEMENT CHANGES: Advanced Data Processing, Inc., a Florida Corporation is
now functioning as Advanced Data Processing, Inc. (ADPI), a Delaware Corporation.
STAFF RECOMMENDATIONS: Approval.
TOTAL COST: N/ A
BUDGETED: Yes
No
COST TO COUNTY: N/A
SOURCE OF FUNDS: N/ A
REVENUE PRODUCING: Yes
No
AMOUNT PER MONTH
Year
APPROVED BY: County Arty X
Clark O. Me:.; L
~~-6-C... ~J
James L. Roberts
DEPARTMENT HEAD APPROVAL:
DIVISION DIRECTOR APPROVAL:
DOCUMENTATION: Included X
To Follow
Not Required
DISPOSITION:
-=--
AGENDA ITEM # /'.......a./_
Revised 1/03
MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
CONTRACT SUMMARY
Contract with: Advanced Data Processing, Inc. Contract #
Effective Date: June 18, 2003
Expiration Date:
Contract PurposelDescription:
Assignment, Delegation and Release Agreement to change ambulance billing contractor's name from
Advanced Data Processing, Inc. (a Florida Corp.) to Advanced Data Processing, Inc. ( a Delaware Corn.)
Contract Manager: Clark O. Martin, Jr. 6004 Fire Rescue 1 StOD # 14
(Name) (Ext. ) (Department/Stop #)
for BOCC meeting on June 18, 2003 Agenda Deadline: June 03, 2003
CONTRACT COSTS
Total Dollar Value of Contract: $ N/A
Budgeted? YesD No 0 Account Codes:
Grant: $
County Match: $
Current Year Portion: $
- - -
----
- - -
----
- - -
----
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----
Estimated Ongoing Costs: $~yr
(Not included in dollar value above)
ADDITIONAL COSTS
For:
(eg;. maintenance, utilities, ianitorial, salaries, etc.)
Date In
Date Out
Division Director
5'h1103
O.M.B.IPurChasing_esJ 2Cff~
County Attorney 5 /~ '7/03
Risk Management
Comments:
OMB Form Revised 2/27/01 MCP #2
ASSIGNMENT, DELEGATION AND RELEASE AGREEMENT
Among
MONROE COUNTY
And
SECOND REVIEW. INC A FLORIDA CORPORATION
(formerly known as ADVANCED DATA PROCESSING INC. A FLORIDA CORPORATION).
And
ADVANCED DATA PROCESSING INC. A DELAWARE CORPORATION
For
RESCUE AMBULANCE BILLING AND RELATED PROFESSIONAL SERVICES
ASSIGNMENT, DELEGATION AND RELEASE AGREEMENT
Among
MONROE COUNTY
And
SECOND REVIEW. INC. A FLORIDA CORPORATION
(formerly known as ADVANCED DATA PROCESSING INC.. A FLORIDA CORPORATION).
And
ADVANCED DATA PROCESSING INC.. A DELAWARE CORPORATION
For
RESCUE Al\ffiULANCE BILLING AND RELATED PROFESSIONAL SERVICES
THIS ASSIGNMENT, DELEGATION AND RELEASE AGREEMENT ("Assignment Agreement")
is made by and among MONROE COUNTY, a political subdivision of the State of Florida, its successors and
assigns, hereinafter referred to as "COUNTY," through its Board of County Commissioners
AND
SECOND REVIEW, INC. (formerly known as ADVANCED DATA PROCESSING INC., a Florida
corporation), its successors and assigns, hereinafter referred to as "CONTRACTOR"
AND
ADVANCED DATA PROCESSING INC., a Delaware corporation, authorized to do business in the
State of Florida, its successors and assigns, hereinafter referred to as "ASSIGNEE."
WITNESSETH
WHEREAS, COUNTY utilized the due diligence established by the County seeking responses
from qualified firms to provide medical billings, collections, and accounts receivable services for COUNTY's
Fire Rescue Division; and
WHEREAS, CONTRACTOR, on the basis of Proposal made to COUNTY (dated July 6, 2000) was
selected by COUNTY to provide this service and entered into an agreement ("Agreement") with COUNTY
dated September 1, 2000 and as amended (date of amendment, June 19, 2002); and as amended (date of
amendment, May 21, 2003); and
WHEREAS, ASSIGNEE has acquired the assets of Advanced Data Processing, Inc., a Florida
Corporation, including the rights, duties and obligations of CONTRACTOR; and
WHEREAS, ASSIGNEE has the legal authority to execute this Assignment Agreement on behalf of
CONTRACTOR; and
WHEREAS, the parties desire to enter into this Assignment Agreement in order to formalize the
assignment of CONTRACTOR's rights, obligations and responsibilities under this Agreement with respect to
the provision of medical billings, collections, and accounts receivable services for COUNTY's Fire Rescue
Division for the remainder of the term of this Agreement; and
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WHEREAS, the parties desire to amend the Agreement as provided in Exhibit "A" to enable the parties
to comply with Federal regulations enacted with regard to HIP AA;
NOW, THEREFORE, IN CONSIDERATION of the mutual terms, conditions, promises, covenants,
and payments hereinafter set forth, COUN1Y, CONTRACTOR and ASSIGNEE agree as follows:
ARTICLE 1
DEFINED TERMS: RATIFICATION: CONFLICTS
1.1 DEFINED TERMS. All defined terms in this Assignment Agreement shall have the same meaning as
in the Agreement except as otherwise noted.
1.2 RATIFICATION. Except as amended and modified by this Assignment Agreement, all of the terms,
covenants, conditions, and agreements of the Agreement are hereby ratified and shall remain in full
force and effect.
1.3 CONFLICTS. In the event of any conflict between the provisions of the Agreement and the
provisions of this Assignment Agreement, the provisions of this Assignment Agreement shall control.
ARTICLE 2
EFFECTIVENESS
The Effective Date of this Assignment Agreement shall be
assignment is expressly subject to and contingent upon the approval
Agreement by the Mayor of Monroe County.
, 200_. The
and execution of this Assignment
ARTICLE 3
ESTOPPEL
The Agreement is the sole agreement pertaining to the provision of medical billings, collections, and
accounts receivable services for COUN1Y's Fire Rescue Division, and the Agreement has not been modified in
any manner. Neither COUN1Y nor CONTRACTOR has given a notice of default under the Agreement to the
other party, neither COUN1Y nor CONTRACTOR is in default of its obligations under the Agreement, and no
circumstances exist which, with the giving of notice or passage of time, would ripen into a default under the
Agreement. COUN1Y and CONTRACTOR acknowledge and agree that all obligations of the parties under the
Agreement up to the Effective Date of this Assignment Agreement have been fully performed and paid for by
the respective parties.
ARTICLE 4
ASSIGNMENT AND DELEGATION
4.1 CONTRACTOR does hereby assign and delegate to ASSIGNEE, all of its right, title and interest in and
to the Agreement including all right, title and interest in all reports, documents, or other data prepared
and/ or provided by CONTRACTOR thereunder in connection with or related to the Agreement.
4.2 ASSIGNEE hereby accepts the assignment and delegation of the Agreement and releases
CONTRACTOR from all its obligations under the Agreement after the Effective Date of this
Assignment Agreement. ASSIGNEE further agrees to assume all of CONTRACTOR's obligations
thereunder and agrees to perform and keep all of the terms, conditions, covenants, agreements, liabilities
and obligations to be performed thereunder from and after the Effective Date of this Assignment
Agreement.
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4.3 COUNTY hereby acknowledges and consents to the assignment and delegation by CONTRACTOR to
ASSIGNEE of the Agreement as set forth herein, and ASSIGNEE agrees to perform its obligations
hereunder and be bound to COUNTY pursuant to the terms of the Agreement.
ARTICLE 5
RELEASE
COUNTY and CONTRACTOR hereby release and forever discharge each other, for all actions, causes
of actions, suits, debts, damages, judgments, claims, demands, agreements, promises and obligations whatsoever,
in law or in equity, which each party had, now has or which any successor or assign of each party can, shall or
may have, against each other arising out of, related to, or in connection with the rights and obligations granted
and accruing under the Agreement.
ARTICLE 6
AMENDMENT OF TERMS AND CONDITIONS OF ORIGINAL AGREEJ\fENT
6.1 On the Effective Date of this Assignment Agreement, all references in the Agreement to
"CONTRACTOR" shall be deemed to refer to "ASSIGNEE" in order to effectuate the intent of the
parties under this Assignment Agreement.
6.2 ARTICLE 3, PAYMENTS TO CONTRACTORS, Paragraph A., of the Agreement is hereby amended
to read as follows:
The total amount to be paid by the COUNTY under this Contract for services, materials and "out of
pocket" expenses shall be seven percent (7%) of all monies collected in the previous month less
Medicaid claims, and Eleven Dollars and Forty Cents ($11.40) per Medicaid claim processed.
6.3 ARTICLE 28, NOTICE, of the Agreement is hereby amended by deleting the address for the current
CONTRACTOR and inserting the following for ASSIGNEE deemed CONTRACTOR after the
Effective Date of this Assignment Agreement:
FOR CONTRACTOR:
Advanced Data Processing, Inc.
Attn: Darryl Hartung, Senior Manager
520 NW 165 Street, Suite 201
Miami, FL 33169.
ARTICLE 7
SEVERANCE
In the event a portion of this Assignment Agreement is found by a court of competent jurisdiction to be
invalid, the remaining provisions shall continue to be effective.
ARTICLE 8
JOINT PREPARATION
The parties acknowledge that they have sought and received whatever competent advice and counsel as
was necessary for them to form a full and complete understanding of all rights and obligations herein and that
the preparation of this Assignment agreement has been their joint effort. The language agreed to expresses their
mutual intent and the resulting document shall not, solely as a matter of judicial construction, be construed more
severely against one of the parties than the other.
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ARTICLE 9
APPLICABLE LAW AND VENUE
This Assignment Agreement shall be interpreted and construed in accordance with and governed by the
laws of the State of Florida. Any controversies or legal problems arising out of this Assignment Agreement and
any action involving the enforcement or interpretation of any rights hereunder shall be submitted to the
jurisdiction of the State courts of the Judicial Circuit of Monroe County, Florida. By entering into this
Assignment Agreement, COUNTY, CONTRACTOR and ASSIGNEE hereby expressly waive any rights any
party may have to a trial by jury of any civil litigation related to, or arising out of this Assignment Agreement.
Each party shall bear its own attorney fees in any litigation or proceeding arising under this Assignment
Agreement.
ARTICLE 10
THIRD PARTY RIGHTS
Nothing in this Assignment Agreement shall be construed to give any rights or benefits to anyone other
than COUNTY, CONTRACTOR or ASSIGNEE.
ARTICLE 11
SUCCESSORS AND ASSIGNS
This Assignment Agreement shall inure to and be binding upon the authorized successors and assigns of
the parties.
ARTICLE 12
WHEREAS CLAUSES
The information contained in the Whereas Clauses set forth above is true and correct, and is hereby
incorporated into the body of this Assignment Agreement.
ARTICLE 13
MULTIPLE ORIGINALS
Multiple copies of this Assignment Agreement may be executed by all parties, each of which, bearing
original signatures, shall have the force and effect of an original document.
IN WITNESS WHEREOF, the parties hereto have made and executed this Assignment: MONROE
COUNTY through its MAYOR, authorized to execute same; CONTRACTOR, signing by and through its
President, duly authorized to execute same and ASSIGNEE, signing by and through its President, duly
authorized to executed same.
Attest:
DANNY L. KOLHAGE,
CLERK
COUNTY
BOARD OF COUNTY C011MISSIONERS
OF MONROE COUNTY, FLORIDA
By
By
MAYOR
Deputy Clerk
_ day of
,20_
$3p roved as to
P By
te)
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ASSIGNMENT, DELEGATION AND RELEASE AGREEMENT AMONG MONROE COUNTY
AND SECOND REVIEW, INC. (formerly known as ADVANCED DATA PROCESSING, INC.), A
FLORIDA CORPORATION AND ADVANCED DATA PROCESSING, INC., A DELAWARE
CORPORATION MEDICAL BILLINGS, COLLECTIONS AND ACCOUNTS RECEIVABLE
SERVICES FOR COUNTY'S FIRE RESCUE DIVISION
CONTRACTOR
WITNESSES:
SECOND REVIEW, INC.
(formerly known as ADVANCED DATA
PROCESSING, INC.), A FLORIDA
CORPORATION
Print Name
By
, President
Signature
_ day of
,20_
Print Name
Signature
ASSIGNEE
WITNESSES:
ADVANCED DATA PROCESSING, INC.,
A DELAWARE CORPORATION
Print Name
By
, President
Signature
_ day of
,20_
Print Name
Signature
-5-
Exhibit A
Business Associate Addendum
Advanced Data Processing, Inc. the "Business Associate" (hereinafter referred to as
"AD PI") and Monroe County (hereinafter referred to as Monroe County) hereby amend the
Agreement entered into on September 1,2000, ("the Agreement") by adding the following
additional language to the Agreement.
1. ADPI shall carry out its obligations under this Addendum in compliance with the
privacy regulations pursuant to Public Law 104-191 of August 21, 1996, known as
the Health Insurance Portability and Accountability Act of 1996, Subtitle F-
Administrative Simplification, Sections 261, et seq., as amended ("HIP AA"), to
protect the privacy of any personally identifiable protected health information
("PHI") that is collected, processed or learned as a result of the Billing Services
provided hereunder. In conformity therewith, ADPI agrees that it will:
a. Not use or further disclose PHI except as permitted under this Addendum or
required by law;
b. Use appropriate safeguards to prevent use or disclosure of PHI except as permitted
by this Addendum;
c. To mitigate, to the extent practicable, any harmful effect that is known to ADPI of
a use or disclosure of PHI by ADPI in violation of this Addendum.
d. Report to Monroe County any use or disclosure of PHI not provided for by this
Addendum of which ADPI becomes aware;
e. Ensure that any agents or subcontractors to whom ADPI provides PHI, or who
have access to PHI, agree to the same restrictions and conditions that apply to
ADPI with respect to such PHI;
f. Make PHI available to Monroe County and to the individual who has a right of
access as required under HIPAA within 30 days of the request by Monroe County
regarding the individual;
g. Incorporate any amendments to PHI when notified to do so by Monroe County;
h. Provide an accounting of all uses or disclosures of PHI made by ADPI as required
under the HIPAA privacy rule within sixty (60) days;
1. Make their internal practices, books and records relating to the use and disclosure
of PHI available to the Secretary of the Department of Health and Human Services
for purposes of determining AD PI's and Monroe County's compliance with HIPAA;
and
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J. At the termination of the Agreement, return or destroy all PHI received from, or
created or received by ADPI on behalf of Monroe County, and if return is
infeasible, the protections of this Addendum will extend to such PHI.
2. The specific uses and disclosures of PHI that may be made by ADPI on behalf of
Monroe County include:
a. The preparation of invoices to patients, carriers, insurers and others responsible
for payment or reimbursement of the services provided by Monroe County to its
patients;
b. Preparation of reminder notices and documents pertaining to collections of
overdue accounts;
c. The submission of supporting documentation to carriers, insurers and other
payers to substantiate the health care services provided by Monroe County to its
patients or to appeal denials of payment for same.
d. Uses required for the proper management of AD PI as business associate.
e. Other uses or disclosures of PHI as permitted by the HIPAA privacy rule.
3. Notwithstanding any other provisions of this Addendum, the Agreement may be
terminated by Monroe County if ADPI has violated a term or provision of this
Addendum pertaining to AD PI's material obligations under the HIPAA privacy rule,
or if ADPI engages in conduct which would, if committed by Monroe County, result
in a violation of the HIPAA privacy rule by Monroe County.
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\"'UI~ I [V""\V I ,.,.
U..;Jl"C.
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
CONTRACT #
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
CONTRACT #
03te:
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
21 General liability insurance in an amount no less than $1,000,000 per occurrence.
31 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:
41 liability coverage for all vehicles whether owned, hired or used in the amount of
$500,000: and
51 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 (301 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
CONTRACT #
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{sl 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
CCJNTRACT#
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 pertaining 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 shalt 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.
520NW 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
CONTRACT #.
Udlt::.
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
By:
Agreement Page 6 of 6
MONROE COUNTY
- I
" ('1.0
'~~~.~;~~- ------
By: ;11 ~_..-
'{'1onne Har:per:-- Chair:person
Lower and Middle Keys Fir:e
and Ambulance Distr:ict
Boar:d of Gover:nors
Attest:~ b..o c...~/ D,L.
Danny Kolhage, erk of the Court
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04/14/03
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PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
Hamilton Dorsey Alston Company ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
4401 Northside Pkwy Suite 400 HOLDER. THIS CERTIFICATE DOES NOT AMEND. EXTEND OR
AL TER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
Atlanta, GA 30327-3073 I
770 850-0050 ,.-
INSURERS AFFORDING COVERAGE NAIC #
INSURED INSURER .~: FCCI Insurance Company ,
Advanced Data Processing, Inc. I
INSURER B: Illinois Union Insurance Company
520 NW 165th Street Road INSURER C I
Suite 201 INSURER 0
Miami, FL 33169-6303 INSURER E I
COVERAGES
Tf-;E POLlC:ES OF INSURANC::: LISTED BELOW HAVE 6EE~J ISSUED Te THE INSURED .\lAMED ABOVE FeR THE DOLlCY PERIOD INDICATED. ,'IOTWITHST ANol~IG
ANY RECUIREi'.IENT. TER1I.l OR CONDITION OF ANY CONTRACT OR OT,..,ER occur,IENT WITH RESPECT TO 'NHCH THIS CERTIFICATE ,\IAY BE ISSUED OR
\IAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED f-;EREiN IS SUBJECT TO AU.. THE TER\IS. E;<C,-USiONS .".No CONDITIONS OF SUCH
PCUc:ES....GGREGATE LiMITS SHOWN MAY HAVE 3E:::N REDUCED BYD.L\ID CLAI\IS
L TR INSRO TYPE OF INSURANCE I POLICY NUMBER PoOA~~;J~fg~I~I~\E Pg~~J 1~;'6~~I.$;N
A ! C;::~ERAL ~:,..OILITY C?POC01 SS5 10/1 0102 I 10/1 a/OJ I o:."C:1 CCCUR.qENCo:
~I\IERC:AL GE.'IERAL LIABILITY 5~~',G~~J9,,~Ec~~C:r~anco,
~ CLAIMS ,\IADE ~ OCCUR I ~..IED E:<P v"nv one oel30n)
L PERSONAL':' ADV INJURY
! WC STATU. I IOJ!:!-
TC,RY , IMITS ! :-'\ I
EL. EACH ACCIDENT 5500,000
EL. DISEASE.. EA EMPLOYE, 5500,000
E.L DISEASE. POLICY lI~.lIT 5500.000
$2,000,000 Occ/Agg
$25,000 Retention
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFOKl: I HE EXPIRATION
Monroe County 80CC DATE THEREOF. THE ISSUING INSURER WILL ENDEAVOR TO MAIL .-3D...... DAYS WRITTEN
Attn: Darice;Room 268 NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT. BUT FAILURE TO DO SO SHALL
1100 Simonton St. - Room 263 IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER. ITS AGENTS OR
Key West, FL 33040 REPRESENTATIVES.
AUTHORIZED REPRESENTATIVE
~ ~'-~
A
I I
1~'fL AGG"EGA TE U\lIT APollES PER:
n POLICY n jg:~7 n LOC
I AUTOMOBIL: LIABILITY I CA0002425
tJ ANY AUTO
--1 ALL OWNED AUTCS
--.J SCHECULED AUTOS
~ HIRED AUTOS
~ NON-GWNED AUTCS
~ Hired Car PO
! Deductibles:
GcNER/\L AGGREGATE
P",CDUCTS . CO~lp.CP AGG
10/10/03
10/10/02
COMBINED SiNGl: LIMIT
IEJ acc;dcnl)
3CDIL Y INJURY
,P~r person)
3CDIL Y INJURY
i,Per accident)
$100 Compo
$250 Collision
P",CPERTY DAMAGE
{Per aCCIdent)
GARAGE LIABILITY
.~UTO ONLY.. E... ACCIDENT I 5
I OTHER THAN EA ACC I 5
AUTO ONLY .~GG I 3
~ ANY AUTO
A
10/10/02
10/10/03
"."CH OCCURRENCE
AGGREGATE
~ESS/UMBRELLA LIABILITY UMB00001097
~ OCCUR 0 CLAIMS MADE
o DEDUCTIBLE
I RETENTION 5510,000
A WGRKERS CO;,;PEtISATION AND
EMPLOYERS' LIABILITY
ANY PRCPRIETORiPARTNE?JE:<ECUTIVE
OFFICERit.tEMBER EXCLUDED?
1 O/~ 0/02
10/10/03
001WC1J2A5H63
If '/~S, desc:10e under
SPECIAL PROVISIONS belew
8 OTHER Errors &
Omissions
8M 120003667
10/10/02
10/10/03
. "" r,
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLE:&.~M~~"'dE. ~ I'':' ECIAL PROVISIONS
'~'" (\ \ \ .'<~I! /..) i.-:/.
s ( . I ) I 1 r" ..... ;. .~ ~
,j I L.--f - --{ .y ~/ .J
,
.... ....,-
R'-C'-'\.
I c: .::1 /.~.:
~;: i~
,.' " (' ,"
,-':11"",
_ 'J lJ ,..'
-~
-. - ==--
QAi'C
"'\ -.(1: S
N/A~- -
- /.
\'VAI'JEP
CERTIFICATE HOLDER
CANCELLA TION
- . "_..;.:~
LIMITS
1;1.000.000
1;50.000
! 35.000
i 51.000,000
i 31.000.000
151.000.000
151,000,000
I 5
15
I;
52.000.000
52.000 000
s
S
5
--
ACORD 25 (2001/08) 1 of 2
#S159805/M152419
CMW
iC) ACORD CORPORATION 1988