Item F2
BOARD OF GOVERNORS
FIRE AND AMBULANCE DISTRICT 1
AGENDA ITEM SUMMARY
Meeting Date: June 16.2004
Bulk Item: Yes
NoX
Division: County Administrator
Department: Fire Rescue
AGENDA ITEM WORDING: Approval of Contract Amendment with Advanced Data Processing Inc.
(ADPI) and Board of Governors, Fire and Ambulance District 1 of Monroe County Florida for rescue
ambulance billing and related professional services to extend the existing agreement for ten (10) months,
September 1, 2004 through June 30, 2005, which would allow parties sufficient time to work out future
contractual issues.
ITEM BACKGROUND: The existing contract with ADPI is due to expire on August 31, 2004. There is
.
a strong possibility that Monroe County will be able to piggyback on a contract with Boca Raton Fire
Rescue for ADPI's ambulance billing and related services. If this piggyback option is not available to
Monroe County, it will then be necessary to pursue an RFQ. In view of the foregoing, a ten month
extension would afford us sufficient time to work out these issues.
PREVIOUS RELEVANT BOG ACTION: On August 16,2000, the Board of Governors approved
contract with ADPI for Rescue Ambulance Billing and Related Professional Services for the period of
September 1,2000 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 ADPI is carrying out its obligation under the Health Insurance Portability and Accountability Act (HIP AA).
On June 18, 2003 two items were approved by the Board: an Assignment, Delegation and Release Agreement,
which assigned the contract to the new corporate name, Advanced Data Processing, Inc. (a Delaware Corp.)
formerly Advanced Data Processing, Inc. (a Florida Corp.), and a Contract Addendum to extend the agreement
with ADPI for an additional one (1) year period, effective September 1, 2003 through August 31, 2004.
CONTRACT/AGREEMENT CHANGES: Extend the existing Agreement for ten (10) months
effective September 1,2004 through June 30, 2005.
STAFF RECOMMENDATIONS: Approval.
TOTAL COST: 7% of total collections and $11.40
per Medicaid account ($25.330. 14-FY 2003)
BUDGETED: Yes X
No
COST TO COUNTY: same as above
SOURCE OF FUNDS: Collections from billing
No X AMOUNT PER MONTH Year
REVENUE PRODUCING: Yes
APPROVED BY: County Atty YES OMB!Purc~
DEPARTMENT HEAD APPROVAL:
S
DIVISION DIRECTOR APPROVAL:
James L. Roberts
DOCUMENTATION: Included X To Follow
DISPOSITION:
Not Required_
AGENDA ITEM #.f J.
Revised 1/03
CONTRACT AMENDMENT
THIS CONTRACT AMENDMENT entered this 16th day of June, 2004,
between the Board of Governors, Fire and Ambulance District 1 of Monroe
County, Fl. and Advanced Data Processing, Inc. (ADPI).
WHEREAS, the parties entered into an agreement on August 16, 2000,
and thereafter amended said agreement on September 1, 2002, and on
September 1,2003; and
WHEREAS, said agreement as amended previously terminates August
31, 2004; and
WHEREAS, it is desired to extend the agreement for ten months to allow
the parties sufficient time to determine the details of the future contractual
ambulance billing relationship.
The parties agree as follows:
1. The contract dated August 16,2000, as previously amended,
shall be extended through June 1, 2005, at the rate of 7% of monthly
collections and $11.40 per Medicaid account. ($25,330.14 FY 2003).
2. All other provisions of the contract dated August 16, 2000, as
amended September 1, 2002 and September 1, 2003, not inconsistent
herewith, shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have hereunto set their hands and
seal, the day and year first above written.
(SEAL)
BOARD OF GOVERNORS OF FIRE AND
AMBULANCE DISTRICT 1
OF MONROE COUNTY, FLORIDA
ATIEST:
BY:
DANNYL.KOLHAGE,CLERK
Mayor / Chairman
By:
Deputy Clerk
ADVANCED DATA PROCESSING INC. (AD PI)
BY:
Doug Shamon, CEO
suz;; ,~I::" I', ~L.,TTON
Dale ASS1STAN~~~-rNEY
LOBBYING AND CONFLICT OF INTEREST CLAUSE
SWORN STATEMENT UNDER ORDINANCE NO. 010-1990
MONROE COUNTY, FLORIDA
ETHICS CLAUSE
ADVANCf..i) bAT1\. (1e.Jet..6SiN" .)N~ {A/'jf;:;)warrants that he/it has not employed, retained
or otherwise had act on his/its behalf any former County officer or employee in violation of
Section 2 of Ordinance No. 10-1990 or any County officer or employee in violation of
Section 3 of Ordinance No. 10-1990. For breach or violation of this provision the County
may, in its discretion, terminate this contract without liability and may also, in its discretion,
deduct from the contract or purchase price, or otherwise recover, the full amount of any fee,
commission, percentage, gift, or consideration paid to the former County officer or employee.
(signature)
Date:
STATE OF
COUNTY OF
PERSONALLY APPEARED BEFORE ME, the undersigned authority,
who, after first being sworn by me, affixed hislher
signature (name of individual signing) in the space provided above on this
day of
,20_.
NOTARY PUBLIC
My commission expires:
OMB - MCP FORM #4
PUBLIC ENTITY CRIME STATEMENT
"A person or affiliate who has been placed on the convicted vendor list
following a conviction for public entity crime may not submit a bid on a
contract to provide any goods or services to a public entity, may not submit
a bid on a contract with a public entity for the construction or repair of a
public building or public work, may not submit bids on leases of real
property to public entity, may not be awarded or perform work as a
contractor, supplier, subcontractor, or consultant under a contract with any
public entity, and may not transact business with any public entity in excess
of the threshold amount provided in Section 287.017, for CATEGORY
TWO for a period of 36 months from the date of being placed on the
convicted vendor list."
CONTRACT #
Date:
--
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 .E..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 Auaust 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 serv.i~.es 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 account~ 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 at 6
. CONTRACT #
Date:
responsible for !~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) Uability 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
CONTRACT #
Date:
10. OWNERSijIP 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 hereinaft.er. 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 anached 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
CONTRACT #
lJcUl::.
removed, or rem~ied 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 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
CONTRACT #
Date:
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:
M,C?N~oe COUNTY
. l'o , ~\ .
.~..~~----
I~ ~.~-
Yvonne Harpe~ Chairperson
Lower and Middle Keys Fire
and Ambulance District
Board of Governors
Attest:~ b.Q C' ~,/ D.C.
Canny Kolhage. erlc of the Court
<&-llD-OO
Advanc
By:
c:.::....
. "'C'-L,
'f..- .. ~- c.~('.5-i .
1.( ,
. t'.~ -'IJ.
a (~-.
Agreement Page 6 of 6
LUNTKACT ADDENDUM
for
RESCUE AMBULANCE BILLING
& RELATED PROFESSIONAL SERVICES
THIS CONTRACT ADDENDUM is made and entered into this 18th day of
June .2003, 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 01, 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 01,2003 through August 31,2004.
In all other respects, the agreement between the parties dated September 01, 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.
",~~;'::~:.-
~.~'~;':.:
J.0;3~:..~. (~~ ~ f'-'.
ft::."'\ -/ \ ...;''\. ~-'---:' .
J '10, f ...-. t I'~ ~. '
;' ':'- i "..-"-;.;\ ~'~o' '.
j JIlt .......,. ,," \ <. .
:~, ~ .
t~_,.i:""~'P c........... ;
}".........=...''''1 \ .- .'
r5:.'. ..~'..5..:.~~.?:,. \:~ .
'..y 'A.!';"':7.~".
>;:;:{. '.;fS~ALJ '.
~.",,: ~:",.... ". -.-
BOARD OF GOVERNORS OF
FIRE AND AMBULANCE DISTRICT 1
OF M~OE COUN!y", F}O!UDA
~~~ .~- J1~
Mayor/Chairman
A nEST: DANNY L. KOLHAGE, CLERK
By:G~ ~~
Weputy Clerk
ADVANCED DATA PROCESSING, INC.
sBy: ~
Doug n, CEO
-
CONTRAcr ADDENDUM
for
RESCUE AMBULANCE BILLING
'" RELATED PROFESSIONAL SERVICES
THIS CONTRACT ADDENDUM is made and entered into this 19 th day of .
June J 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 I, 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
(I) 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 I, 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 bands and seal, the
day and year first written above.
tJ?~~~':~~~;~r
- -, - , -.'SEAL).-;:-'
. ...-.....~\:::,."":. .....:;
;,:: ~i~:~ 'i:~: ';.~fi..~~/
,- '.,-~;'~Aii.lisT:>DANNY L.
"~.:.,.=~~,_:-.;;,;:",,,;/ .
BOARD OF GOVERNORS OF
FIRE AND AMBULANCE DISTRIcr 1
OF MONROE CO , FLORIDA
an
I;
By:
ADV
By:
"'ATJ:
Business Associate Addendum
Advanced Data Processing, Inc. and Second Review, Inc.
(hereinafter collectively referred to as "Business Associates") and 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, Business Associates agree that they 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 Business Associates of a use or disclosure of PHI by
Business Associates in violation of this Addendum.
d. Report to Monroe County any use or disclosure of PHI not provided
for by this Addendum of which Business Associates become aware;
e. Ensure that any agents or subcontractors to whom Business
Associates provide PHI, or who have access to PHI, agree t~ the
same restrictions and conditions that apply to Business Associates
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
Business Ass<;>ciates 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
Business Associates' and Monroe County's compliance with HIPAA;
and
J. At the termination of the Agreement, return or destroy all PHI
received from, or created or received by Business Associates 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
Business Associates 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 Business Associates
as business associates.
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.
2
IN WITNESS WHEREOF, each of the undersigned has caused this
Addendum to be duly executed in its name and on its behalf effective as
of April 14, 2003.
Monroe County, Florida
BY:~# >n ~
Print Name: b J ~ Ie...- S P7: 1-I,4f:...
Title: jV\/tY 012
Date:S-/-z..-t / :3
I /
,'_____" I'
-......,.. ~. .' "
Advanced Data Processing, Inc.
BY:~
Print Name: /)CJv(S S ~ ~;"fI'
Title: eel)
6/~(()3
..-./' r..,
Date:
Second Review, I~\) _1\
BY:~~
Print Name,: ~ ~\.. ~Cl<~'ze~)
Title: \j ~
Date: G, \:5 \. t>'
3
ASSIGNMENT, DELEGA nON AND RELE..\SE AGREElVlENT
Among
MONROE COUNTY
And
SECOND REVIEW. INC. A FLORIDA CORPORATION
(formerly known as ADVANCED DATA PROCESSING INCh A FLORIDA CORPORATION).
And
ADVANCED DATA PROCESSING INC.. A DEL\ W'ARE CORPORA nON
For
RESCUE AMBULANCE BILLING AND REL\TED PROFESSIONALSERVICES
THIS ASSIGNlVlENT, DELEGATION AND RELEASE AGREEi\lIENT ("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
\VHEREAS, 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 CONTRACfOR'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
-1-
\'\-'HEREAS, the parties desire to amend the .\greement as provided in Exhibit ".-\," to enable the parties
to comply with Federal regulations enacted with regard to HIP A.A.;
NOW, THEREFORE, IN CONSIDERATION of the mutual terms, conditions, promises, covenants,
and payments hereinafter set forth, COUNTY, CONTRACTOR and ASSIGNEE agree as follows:
ARTICLE t
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 an~- cont1ict between the provlslOns of the Agreement and the
provisions of this Assignment Agreement, the provisions of this _\ssignment Agreement shall control.
_\RTICLE 2
EFFECTIVENESS
The Effective Date of this Assignment Agreement shall be June 18 , 20d!. The
assignment is expressly subject to and contingent upon the approval and execution of this Assignment
Agreement by the rvfayor of Monroe County.
.\RTICLE 3
ESTOPPEL
The Agreement is the sole agreement pertaining to the provision of medical billings, collections, and
accounts receivable services for COUNTY's Fire Rescue Division, and the Agreement has not been modified in
any manner. Neither COUNTI nor CONTRACTOR has given a notice of default under the Agreement to the
other party, neither COUNTI 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. COUNTI 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
ASSIGN!vIENT AND DELEGATION
4.1 CONTRACTOR does hereby assign and delegate to ASSIGNEE, all of its right, tide and interest in and
to the Agreement including all right, tide 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 asswne 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.
-2-
4.3 COUNTI hereby acknowledges and consents to the assignment and delegation by CONTRA.CTOR to
ASSIGNEE of the Agreement as set fordl herein, and ASSIGNEE agrees to perform its obligations
hereunder and be bound to COUNIT pursuant to the terms of the Agreement.
ARTICLE 5
RELE..-\SE
COUNTI 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 \vith the rights and obligations granted
and accruing under the Agreement.
ARTICLE 6
AMENDlvffiNT OF TE.R}v[S AND CONDITIONS OF ORIGINAL AGREEl\ffiNT
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 CONTR..\CTORS, Paragraph A, of the Agreement is hereby amended
to read as follows:
The total amount to be paid by the COUNTI 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 Ivlanager
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
TOINT 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.
-3-
ARTICLE 9
APPUC\BLE L\ \V AND VENLTE
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 inco 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 P.\RTY RIGHTS
Nothing in this Assignment Agreement shall be construed to gi\-e any rights or benetics 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 CL\USES
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.
A .....~~~~.'. TN. E~S WHEREOF, the .parties hereto have made and executed ~s ~ssignment: MONR~E
~;>,;~:~1;1gh lts MAYOR, authOrIZed to execute same; CONTRACTOR, s1gt11I1g by and through lts
l~;~~;~ /~~~di.dY'~uthorized to execute same and ASSIGNEE, signing by and through its President, duly
)"... '.' 'autlw~ed to executed same.
,'-. '-. \ \.<.-.:.- .
( . - ", \ ' " COUNTY .
. Atte:st: '. BOARD OF COUNTY COtvlMISSIONERS
~t:NY L. KOLHAGE, OF MO~ COUNAj tLORJP~
Bv ;\~ ,fl~
, , Chairperson
,2011-4
;if3p roved as to
o By
ce)
-4-
ASSIGNMENT, DELEGATION AND RELEASE AGREEMENT AMONG MONROE COUNTY
AND SECOND REVIEW, INC. (formerly Imown as ADVANCED DATA PROCESSING, INC.), A
FLORIDA CORPORATION AND ADVANCED DATA PROCESSING, INC., A DELAWARE
CORPORATION MEDICAL BILLINGS, COLLECfIONS AND ACCOUNTS RECEIVABLE
SERVICES FOR COUNTY'S FIRE RESCUE DIVISION
CONTRACTOR
\'V1TNESSES:
SECOND REVIEW, INe.
(formerly known as ADVANCED DATA
PROCESSING, INe.), A FLORIDA
CORPORATION
By ~~~(L. ~ }'.JCv'~~Le4
, President
"])A ~ V t. ;!;;;ZTU IV rf
.
PlJr ~
. I A
Stgna e .
C+:t~m I/'J J)Asges
Print Name
LAO~
2...,\ day of ~ U "'-L
,20~
Signature
ASSIGNEE
WITNESSES: J /
UPra!1' L !1wz:rv/IJ($-
Print~'n>e l.k ~ -
s~72I1 ~
C 4esm / Ai D~--eS
Print Name
CLJ c::L ~
Signature
ADVANCED DATA PROCESSING, INe.,
A DELA~~C RPORA.TION
By ~~
v , President
.., uli... -r:
~ day of '-J fA J1<.,
.200:!
-5-