06/18/2003 Agreement
Clerk of die
Circul coun
Danny L. Kolhage
Clerk ofthe Circuit Court
Phone: (305)292-3550
FlLX: (305)29~3663
e-mail: phancock@monroe-clerk.com
Memnrandum
TO: Fire Chief Clark Martin
Fire-Rescue Department
ATTN: Darice Hayes
FROM: Pamela G. Hancoh.
Deputy Clerk U
DATE: July 14, 2003
At the June 18, 2003, Board of County Commissioner's meeting the Board granted
approval and authorized execution of a Assignment, Delegation and Release Agreement between
Monroe County, 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.
Enclosed is a duplicate original of the above-mentioned for your handling. Should you
have any questions please feel free to contact our office.
cc: County Administrator w/o document
County Attorney
Finance
File ./
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ASSIGNMENT, DELEGATION AND RELEASE AGREEMENT
Among
MONROECOUNlY
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
THIS ASSIGNMENT, DELEGATION AND RELEASE AGREEMENT ("Assignment Agreement")
is made by and among MONROE COUNlY, a political subdivision of the State of Florida, its successors and
assigns, hereinafter referred to as "COUNlY," 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, COUNlY utilized the due diligence established by the County seeking responses
from qualified firms to provide medical billings, collections, and accounts receivable services for COUNlY's
Fire Rescue Division; and
WHEREAS, CONTRACTOR., on the basis of Proposal made to COUNlY (dated July 6, 2000) was
selected by COUNlY to provide this service and entered into an agreement ("Agreement") with COUNlY
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 COUNlY'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 June 18th
assignment is expressly subject to and contingent upon the approval and execution
Agreement by the Mayor of Monroe County.
, 200]. The
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 AGREEMENT
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 moreaseverely 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 W'hereas 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.
.,,=~ WITNESS WHEREOF, the parties hereto have made and executed this Assignment: MONROE
/~,; ,'~~gh its . MAYOR., authorized to execute same; C?N!R^-CTOR., signing ~y and ~rough its
,':;:P~~~t, ""'4;~thortzed to execute same and ASSIGNEE, stgtung by and through its PreSident, duly
\(L;~~~~ted 'Mlle. ig~F COUNlY CO~SSIONERS
~~~~,)~jWIAGE' :: M01~~:NJii:U
Chairperson
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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
b~ L /-!wrlJNCr
PrintN=e . Kff. .
sD9 b
CFJ-R.S rru p D;q Cf( e.s
By .~ ~rv~~
, President Q
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SV-IVe.,.
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Print Name
~a-~
Signature
ASSIGNEE
J)~L ~uJG-
Print Name
ADVANCED DATA PROCESSING, INC.,
AD~RPORATION
By' I ~
, President
.2~ ~ay of ..x; y1~
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Signa e
Ut/l2S'/h IN dJl}c.Res
Print Name
~O-~
Signature
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Exhibit A
Business Associate Addendum
Advanced Data Processing, Inc. the "Business Associate" (hereinafter referred to as
"ADPI") 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 ("HIPAA"), 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;
i. 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 ADPI'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 perta.inii1.g to ADPI'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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