Loading...
04/20/2005 Agreement Glelt( 1f11le Gimll GOln Danny L. Kolhage Phone: 305.292.3550 Fax: 305.295-3663 Memnrandum To: Clark O. Martin, Jr. Fire Chief Isabel C. DeSantis, . 1/ Deputy Clerk j;V' From: Date: Thursday, April 28, 2005 At the BDCC meeting of April 20, 2005, the Board granted approval to waive the purchasing policy requiring two or more written quotes for goods and services not to exceed $25,000 in costs and authorized entering into a Contract between Monroe County and Advanced Data Processing, Inc. (ADPI) for rescue ambulance billing and related prOfessional services for three (3) years, June 1, 2005 through May 31, 2008, with the option to renew for two (2) additional one year periods. (This item rescinds agenda item C17 which was approved by the BDCC on March 16, 2005.) Attached hereto is a fully executed duplicate original of the SUbject document for your handling. Should you have any questions concerning this matter please feel free to contact this office. Copies: Finance County Attorney ,/ File 'i r~D FOR KECOFn CONTRACT BETWEEN ':,... nC) APR 28 PH 3: 3{BE COUNTY OF MONROE i ,,'\. V l V'lLl../' AND wi I . 1\v f'AGF t10N~~C&~RN'TCiDVANCED DATA PROCESSING, INC. V;' F l A FOR RfJJCUE AMBULANCE BILLING AND RELATED PROFESSIONAL SERVICES TIllS CONTRACT, hereinafter "CONTRACT OR AGREEMENT" made and entered into this ~O +V- day of A p~ 1'\ . , 2005 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 Delaware corporation with principal offices located at 520 NW 165 Street, Suite 201, Miami, Florida 33619, hereinafter referred to as "CONTRACTOR": WITNESSETH: WHEREAS, MONROE COUNTY intends to enter into an agreement for the provision of rescue ambulance billing and related professional services by the CONTRACTOR to MONROE COUNTY; and, WHEREAS, the CONTRACTOR represents that it is capable and prepared to provide such Services: NOW THEREFORE, in consideration of the promises contained herein, the parties hereto agree as follows: ARTICLE 1 - EFFECfIVE DATE The effective date of this Agreement shall be after the approval of MONROE COUNTY Board of County Commissioners and effective for a three (3) year term from June 1.2005 through May 31. 2008, with the option to renew for two (2) additional one year periods, subject to cancellation as provided herein. MONROE COUNTY'S performance and obligation to pay under this contract, is contingent upon an annual appropriation by the Board of County Commissioners. ARTICLE 2 - SERVICE TO BE PERFORMED BY CONTRACTOR The CONTRACTOR shall perform the services as specifically stated in the Scope of Services (Attachment A) without requirement for the issuance of any additional work orders. Additional services may be issued in the form of a Work Order. Each Work order will set forth a specific Scope of Services, amount of compensation, deliverables and completion date and shall be subject to the approval of MONROE COUNTY. CONTRACTOR shall perform no additional services until any applicable Work Order is obtained from MONROE COUNTY and countersigned by the CONTRACTOR. ARTICLE 3 - COMPENSATION MONROE COUNTY shall pay CONTRACTOR in accordance with Attachment B, Compensation for Services, which is attached hereto and incorporated by reference as part of this Agreement. I ARTICLE 4 - STANDARD OF CARE CONTRACTOR shall exercise the same degree of care, skill, and diligence in the performance of Services as is ordinarily provided by a professional CONTRACTOR, offering services for local governments in South Florida, under similar circumstances and CONTRACTOR shall, at no additional cost to MONROE COUNTY, re-perform services which fail to satisfY the foregoing standard of care. ARTICLE 5 - INDEMNIFICATION CONTRACTOR shall indemnify and hold harmless MONROE COUNTY, its officers, and employees from liabilities, damages, losses and costs, including, but not limited to reasonable attorney's fees, to the extent caused by the negligence, recklessness or intentional wrongful misconduct of CONTRACTOR and persons employed or utilized by CONTRACTOR in the performance of this agreement. Except as specifically provided herein, this agreement shall not require the CONTRACTOR to indemnifY MONROE COUNTY, its officers, and employees from any liability, damage, loss, claim, action, or proceeding. Any costs and expenses, including attorney's fees, appellate, bankruptcy or defense counsel fees incurred by MONROE COUNTY to enforce this Indemnification Clause shall be borne by the CONTRACTOR. This Indemnification Clause shall continue indefinitely and survive the cancellation, termination, expiration, lapse or suspension of this agreement. ARTICLE 6 - INDEPENDENT CONTRACTOR The CONTRACTOR is an independent contractor and not an employee or agent of MONROE COUNTY except that CONTRACTOR shall be authorized as an agent as follows: To the extent necessary to fulfill its billing and collection efforts under this Agreement, the CONTRACTOR is authorized to execute 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 MONROE COUNTY; and insurance filings and related forms. The CONTRACTOR has no authority to sign any other document's except as specifically authorized by MONROE COUNTY. CONTRACTOR undertakes performance of the Services as an independent contractor and shall be wholly responsible for the methods of performance. CONTRACTOR shall work closely with MONROE COUNTY in performing Services under this Agreement. 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 responsible for its own acts and those of its agents and employees during the term of this contract. The CONTRACTOR shall not receive any MONROE COUNTY benefit~ stipend or privileges afforded by MONROE COUNTY employees. ARTICLE 7 - COMPLIANCE WITH LAWS In performance of the Services, CONTRACTOR will comply with applicable regulatory and other applicable requirements including federal, state, and local laws, roles regulations, orders, codes, criteria and standards. 2 ARTICLE 8 - INSURANCE During the performance of the Services under this Agreement, CONTRACTOR shall procure and maintain the following insurance polices, and provide originals or certified copies of all policies, and such coverage shall be written by an insurance company authorized to do business in Florida. WORKERS COMPENSATION The CONTRACTOR shall procure and maintain, for the life of this Contract! Agreement, Worker's Compensation Insurance covering all its employees with limits meeting all applicable state and federal laws. This coverage shall include Employer's Liability with limits meeting all applicable state and federal laws. This coverage shall extend to any agent of CONTRACTOR that does not have their own Workers' Compensation and Employer's Liability Insurance. Thirty (30) days notice of cancellation, lapse or material modification is required and must be provided to MONROE COUNTY via Certified Mail. COMMERCIAL GENERAL LIABILITY The CONTRACTOR shall procure and maintain, for the life of this Contract! Agreement, Commercial General Liability Insurance. This coverage shall be on an "Occurrence" basis. Coverage shall include Premises and Operations: Independent Contractors' Products and Completed Operations and Contractual Liability. This policy shall provide coverage for death, personal injury or property damage that could arise directly or indirectly from the performance of this Agreement. The Minimum Limits of Coverage shall be $1,000,000 per occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability with a $10,000 deductible. MONROE COUNTY BOARD OF COUNTY COMMISSIONERS must be named as an additional insured. The additional insured requirement is waived if Owners and Contractors' Protective Coverage is also provided, or required. Thirty (30) days written notice must be provided to MONROE COUNTY via Certified Mail in the event of cancellation. BUSINESS AUTOMOBILE LIABILITY The CONTRACTOR shall procure and maintain, for the life of the Contract! Agreement, Business Automobile Liability Insurance. The minimum limits of coverage shall be $1,000,000 per occurrence. Combined Single Limit for Bodily injury Liability and Property Damage Liability. This coverage shall be an "Any Auto" or "Comprehensive Form" type policy. In the event that the CONTRACTOR does not own any vehicles, we will accept hired and non- owned coverage in the amounts listed above. In addition, we will require an affidavit signed by the CONTRACTOR indicating the following: Advanced Data Processing. Inc. does not own any vehicles. In the event we acquire any vehicles throughout the term of this Contract! Agreement, Advanced Data Processing. Inc. agrees to purchase" Any Auto" or Comprehensive Form coverage as ofthe date of acquisition../) a CONTRACTORSS~nature: ~ 3 Thirty (30) days written notice must be provided to MONROE COUNTY via Certified Mail in the event of cancellation, lapse or material modification of any coverage required by this agreement. PROFESSIONAL LIABILITYIERRORS AND OMMISSIONS INSURANCE CONTRACTOR shall provide Professional Liability Insurance, including errors and omissions for all services provided under the tenns of this agreement with minimum limits of$l, 000,000 dollars per occurrence; or claims made form with "tail coverage" extending three (3) years beyond the term of the agreement. Proof of "nil coverage" must be submitted with the invoice for final payment. In lieu of "tail coverage", Contractor may submit annually to MONROE COUNTY current Certificate of Insurance proving claims made insurance remains in force throughout the same three (3) year periods. CRIME POLICY CONTRACTOR shall provide a Crime Policy in the amount of $500,000. Coverage to be provided shall include the following; Theft - Per Loss Coverage; Forgery or Alteration; Inside the Premises - Theft of Money and Securities; Inside the Premises - Robbery or Safe Burglary of Other Property; Outside the Premises; Computer Fraud; Funds Transfer Fraud; and Money Orders and Counterfeit Paper Currency. SUPPLEMENTAL PROVISIONS 1. The insurance coverage and conditions afforded by this policy( s) shall not be suspended, voided, canceled or modified, except after thirty (30) days prior written notice by Certified Mail Return Receipt Requested, bas been given to the MONROE COUNTY department that originated this contract. 2. Certificates of Insurance meeting the specific required provision specified within this ContractJ Agreement shall be forwarded to the MONROE COUNTY department that originated the contract, and approved prior to the start of any work or the possession of any MONROE COUNTY property or the commencement of services, as application. SUBCONTRACTOR'S INSURANCE The CONTRACTOR shall require each of his SUBCONTRACTORS to take out and maintain during the life of his subcontract the same insurance coverage's required of the successful CONTRACTOR. Each SUBCONTRACFOR shall furnish to the successful CONTRACTOR two copies of the Certificate of Insurance, and successful CONTRACTOR shall furnish one copy of the Certificate to MONROE COUNTY. NON-WAIVER OF IMMUNITY Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the County and the Contractor in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver ofimmunity to the extent of liability coverage, nor sbalI any contract entered into by the County be required to contain any provision for waiver. 4 ARTICLE 9 . MONROE COUNlY' S RESPONSIBILITIES MONROE COUNTY, during the term of this Agreement, shall: MONROE COUNTY shall supply the "Run Report" attached hereto identified as Exhibit A to CONTRACTOR with the necessary patient information on a timely basis for those patients that have been transported by Fire-Rescue Services and in sufficient detail to support diagnosis and procedure coding and make reasonable efforts to provide patient demographic information necessary for accurate patient identification including name, address, social security number, date of birth, and telephone number. MONROE COUNTY shall provide CONTRACTOR with its approved billing policies and procedures including fee schedules and collection protocols. MONROE COUNTY shall be responsible for engaging any third party collection service for uncollectible accounts after CONTRACTOR has exhausted its collection efforts. MONROE COUNTY shall make reasonable efforts to timely process refunds identified by CONTRACTOR for account overpayments. MONROE COUNTY shall provide a Lock Box address to CONTRACTOR and will instruct Lock Box to forward all Lock Box documents to CONTRACTOR for processing. MONROE COUNTY shall provide for CONTRACTOR to have daily bank balance reporting capabilities via internet access with bank. MONROE COUNTY shall comply and cooperate with CONTRACTOR in all matters to ensure proper compliance with all Federal, State and local laws rules and regulations as applicable to the services being contracted for. ARTICLE 10. TERMINATION OF AGREEMENT During the time of this Agreement either party may terminate this Agreement for convenience by first giving to other party at least thirty (30) days prior written notice. In the event the acts constituting default are a violation of law, CONTRACTOR shall be subject to immediate termination. Notwithstanding the provisions above, the COUNTY shall not have any right to cancel this contract without cause. Upon tennination, the CONTRACTOR shall submit an invoice(s) to MONROE COUNTY in an amount( s) 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. ARTICLE 11 - NONDISCWSURE OF PROPRIETARY INFORMATION CONTRACTOR shall consider all information provided by MONROE COUNTY and all reports, studies calculations, and other documentation resulting from the Contractor's performance of the Services to be proprietary unless such information is available from public sources or is a public record under Florida law. CONTRACTOR shall not publish or disclose proprietary information for any purpose other than the perfonnance of the Services without the prior written authorization of MONROE COUNTY or in response to legal process or orders of a court of competent jurisdiction. 5 Public Access. The County and Contractor shall allow and permit reasonable access to, and inspection of, all documents, papers, letters or other materials in its possession or under its control, which are public records and which are subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and Contractor in conjunction with this Agreement; and the County shall have the right to unilaterally cancel this Agreement upon violation of this provision by Contractor. ARTICLE 12 - UNCONTROLLABLE FORCES Neither MONROE 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 resuhs in the prevention or delay of perfonnance 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, Acts of God and governmental actions. Neither party shall, however, be excused from performance if non-performance is due to forces which are preventable, removable, or remediable and which the non-performing party could have, with the exercise of reasonable diligence, prevented, 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. ARTICLE 13 - GOVERNING LAW AND VENUE This Agreement shall be governed by the laws of the State of Florida. Any and all legal action necessary to enforce the Agreement will be held in Monroe County and the Agreement will be interpreted according to the laws of Florida. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the County and Contractor agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. The County and Contractor agree that, in the event of conflicting interpretations of the terms or a term of this Agreement by or between any of them the issue shall be submitted to mediation prior to the institution of any other administrative or legal proceeding. ARTICLE 14 - MISCELLANEOUS 14.1 NOD Waiver A waiver by either MONROE COUNTY or CONTRACTOR of any breach of this Agreement shall not be binding upon the waiving party unless such waiver is in writing and duly signed by both patties to this agreement. In the event of a written waiver, such a waiver shall not affect the waiving party's rights with respect to any other or further breach. The making or acceptance of a payment by either party with knowledge of the existence of a default or breach shall not operate or be construed to operate as a waiver of any subsequent defauh or breach. 6 14.2 Severability The invalidity, illegality, or unenforceability of any provision of this Agreement, or the occurrence of any event rendering any portion or provision of this Agreement void or voidable, shall in no way affect the validity or enforceability of any other portion or provision of the Agreement. Any void or voidable provision shall be deemed severed from the Agreement and the balance of the Agreement shall be construed and enforced as if the Agreement did not contain the particular portion or provision held to be void. The parties further agree to refonn the Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent the entire Agreement from being held void should a provision which is of the essence of the Agreement be determined to be void by a court of competent jurisdiction. 14.3 Political Campaigns During the term of this Agreement, the CONTRACTOR or any employee or associate, shall not be involved in any political campaign for MONROE COUNTY elective office nor make financial contribution to any such campaign. 14.4 Contractor Records Contractor shall maintain all books, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. Each party to this Agreement or their authorized representatives shall have reasonable and timely access to such records of each other party to this Agreement for public records purposes during the term of the Agreement and for four years following the termination of this Agreement. If an auditor employed by the County or Clerk determines that monies paid to Contractor pursuant to this Agreement were spent for purposes not authorized by this Agreement, the Contractor shall repay the monies together with interest calculated pursuant to Sec. 55.03, FS, running from the date the monies were paid to Contractor. 14.5 Attorney's Fees and Costs The County and Contractor agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, court costs, investigative, and out-of-pocket expenses, as an award against the non-prevailing party, and shall include attorney's fees, courts costs, investigative, and out-of-pocket expenses in appellate proceedings. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. 14.6 Binding Effect The tenns, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the County and Contractor and their respective legal representatives, successors, and assigns. 7 14.7 Authority Each party represents and warrants to the other that the execution, delivery and performance of this Agreement have been duly authorized by all necessary County and corporate action, as required by law. 14.8 Claims for Federal or State Aid Contractor and County agree that each shall be, and is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of this Agreement; provided that all such applications, requests, grant proposals, and funding solicitations shall be approved by each party prior to submission. 14.9 Adjudication of Disputes or Disagreements County and Contractor agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If no resolution can be agreed upon within 30 days after the first meet and confer session, the issue or issues shall be discussed at a public meeting of the Board of County Commissioners. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. 14.10 Cooperation In the event any administrative or legal proceeding is instituted against either party relating to the formation, execution, performance, or breach of this Agreement, County and Contractor agree to participate, to the extent required by the other party, in all proceedings, hearings, processes, meetings, and other activities related to the substance of this Agreement or provision of the services under this Agreement. County and Contractor specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. 14.11 Nondiscrimination County and Contractor agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically tenninates without any further action on the part of any party, effective the date of the court order. County or Contractor agree to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VI of the Civil Rights Act of 1964 (pL 88-352) which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which prohibits discrimination on the basis of age; 5) The Drog Abuse Office and Treatment Act of 1972 (pL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (pL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 29000-3), as amended, relating to confidentiality of alcohol and drug 8 abuse patent records; 8) Title vm of the Civil Rights Act of 1968 (42 USC s. et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 1201 Note), as maybe amended from time to time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code Ch. 13, Art. VI, prohibiting discrimination on the bases of race, color, sex, religion, disability, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; and 11) any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of. this Agreement. 14.12 Covenant or No Interest County and Contractor covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement, and that only interest of each is to perfonn and receive benefits as recited in this Agreement. 14.13 Code orEthies County agrees that officers and employees of the County recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. 14.14 No SoJicitation/Payment The County and Contractor warrant that. in respect to itself. it has neither employed nor retained any company or person, other than a bona fide employee working solely for it. to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for it, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of the provision, the Contractor agrees that the County shall have the right to terminate this Agreement without liability and, at its discretion, to offset from monies owed, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. 14.15 Privileges and Immunities All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief. disability, workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of the County, when performing their respective functions under this Agreement within the territorial limits of the County shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the County. 14.16 Legal Obligations and Responsibilities: Non-Delegation of Constitutional or Statutory Duties This Agreement is not intended to, nor shall it be construed as, relieving any participating entity from any obligation or responsibility imposed upon the entity by law except to the 9 extent of actual and timely performance thereofby any participating entity, in which case the performance may be offered in satisfaction of the obligation or responsibility. Further, this Agreement is not intended to, nor shall it be construed as, authorizing the delegation of the constitutional or statutory duties of the County, except to the extent permitted by the Florida constitution, state statute, and case law. 14.17 Non-Reliance by Non-Parties No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to enforce or attempt to enforce any third-party claim or entitlement to or benefit of any service or program contemplated hereunder, and the County and the Contractor agree that neither the County nor the Contractor or any agent, officer, or employee of either shall have the authority to inform, counsel, or otherwise indicate that any particular individual or group of individuals, entity or entities, have entitlements or benefits under this Agreement separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this Agreement. 14.18 Attestations Contractor agrees to execute such documents as the County may reasonably require, to include a Public Entity Crime Statement, an Ethics Statement, and a Drug-Free Workplace Statement. 14.19 No Penonal Liability No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 14.20 Execution in Counterparts This Agreement may be executed in any number of counterparts, each of which shall be regarded as an origina~ all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by singing any such counterpart. 14.21 Section Headings Section headings have been inserted in this Agreement as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Agreement and will not be used in the interpretation of any provision of this Agreement. ARTICLE 15 -INTEGRATION AND MODIFICATION This Agreement is adopted by MONROE COUNTY and CONTRACTOR as a final, complete and exclusive statement of the terms of the Agreement between MONROE COUNTY and CONTRACTOR. This Agreement supersedes all prior agreements, contracts, proposals, representations, negotiations, letters or other communications between MONROE COUNTY and CONTRACTOR pertaining to the Services, whether written or oral. The Agreement may not be modified unless such modifications are evidenced by an amendment in writing signed by both MONROE COUNTY and CONTRACTOR. 10 ARTICLE 16 - SUCCESSORS AND ASSIGNS MONROE COUNTY and CONTRACTOR each binds itself and its director, officers. partners, successors, executors, administrators, assigns and legal representatives to the other party to this Agreement. Any assignment, sale, pledge or conveyance of this contract by CONTRACTOR must be previously approved in writing by MONROE COUNTY, whose consent will not be unreasonably withheld. ARTICLE 17 - CONTINGENT FEES The CONTRACTOR warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the CONTRACTOR to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for the CONTRACTOR, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement. ARTICLE 18 - TRUTH-IN-NEGOTIATION CERTIFICATE Execution of this Agreement by the CONTRACTOR shall act as the execution of a truth-in- negotiation certificate certifying that the fees and costs used to determine the compensation provided for in this Agreement are no higher than those charged to other customers of CONTRACTOR for the same or substantially similar service, provided that the customer is of comparable size and demographic. ARTICLE 19 - OWNERSHIP OF DOCUMENTS CONTRACTOR shall be required to work in harmony with other CONTRACTOR'S relative to providing information requested in a timely manner and in the specified form. Any and all documents, records, disks, original drawings, or other information shall become the property of MONROE COUNTY upon completion for its use and distribution as may be deemed appropriate by MONROE COUNTY. Failure to turn over such documents within seven (7) days of when requested may be cause for MONROE COUNTY to withhold any payments due CONTRACTOR or to enforce this clause by legal remedies. ARTICLE 20 - NOTICE Any notice, demand, communication, or request required or permitted hereunder shall be in writing and delivered in person or sent by certified mail, postage prepaid as follows: As To MONROE COUNTY MONROE COUNTY FireIRescue Services Department 490 63rd Street Marathon, FL 33050 Attention: Chief Clark O. Martin, Jr. 11 As To CONTRACTOR: Advanced Data Processing, Inc. 500 NW. 165 Street Road Suite 101 Miami, Florida 33169 Attention: Brad Williams, Vice President, Finance Notices shall be effective when received at the address specified above. Changes in the respective addresses to which such notice may be directed may be made from time to time by any party by written notice to the other party. Facsimile is acceptable notice effective when received, however, facsimiles received (Le. printed) after 5:00 p.m. or on weekends or holidays, will be deemed received on the next business day. The original of the notice must additionally be mailed as required herein. Nothing contained in this Article shall be construed to restrict the transmission of routine communications between representatives of CONTRACTOR and MONROE COUNTY. IN WITNESS WHEREOF, MONROE COUNTY Board of County Commissioners, at a regular meeting thereof, by action of MONROE COUNTY Board of County Commissioners and directing the foregoing be adopted, has caused these presents to be signed, and it's seal to be hereunto affixed, and ADVANCED DATA PROCESSING, INC. has executed this contract all,8$'qf:'ffJe~ and year first above written. i>~::~:,;~', .~. (\~~ '\' "" .,\ '- '/ .':-/ ., ." (S~~::>91 ~;\ BOARD OF COUNTY COMMISSIONERS OF AT'EF;st~.J;):~ L. KOLHAGE, CLERK MONROE COUNTY . . ".. ,<~;"7~7! ~ Board of overnors / F~re and Ambulance \,ti.;}:g1bl(1.~)dwJ,W By"ist'. ~.~'_ }1t~ Deputy Clerk Mayor / Chairperson ADV ANC A PROCESSING, INC. By: 1 Doug S Title: President and CEO President (or other duly authorized Officer) Approved by MONROE COUNTY on ~Py, I ';(0 , 2005, Item # H 2. 12 A'ITACHMENT A I. Seoue of Work The CONTRACTOR shall provide MONROE COUNTY with timely and accurate complete medical billing and accounts receivable management services for MONROE COUNTY'S rescue ambulance billing services and related professional services in accordance with the responsibilities outlined as follows: A. Initial Patient Treatment and Information 1. On a case by case basis, MONROE COUNTY will respond to patients requiring immediate medical treatment and emergency medical transportation services. Upon treating each patient, MONROE COUNTY shall provide the CONTRACTOR with patient information identified on the <<Run Report" attached hereto as Exhibit A. CONTRACTOR shall be solely responsible for retrieving insurance information and any additional patient information which was not identified on the "Run Report" provided by MONROE COUNTY. CONTRACTOR shall utilize "Run Report" information and any additional information retrieved by CONTRACTOR to file proper patient billing and insurance information. CONTRACTOR shall establish arrangements with hospitals to obtain/verify patient insurance and contact information. CONTRACTOR shall contact the U.S. Post Office's National Change of Address (NCOA) files or other similar services to obtain the correct billing addresses and phone numbers for patients that have left the area, or whom have invalid information. 2. CONTRACTOR shall reconcile the number of patients that are transported for emergency medical services with those received. The CONTRACTOR shall report discrepancies to MONROE COUNTY within three (3) business days of receipt. 3. As requested by MONROE COUNTY, CONTRACTOR shall provide MONROE COUNTY'S Fire Rescue Services Paramedics Personnel with training on the gathering of necessary information to be adhered on Run Reports for the purpose of assisting CONTRACTOR with the proper submission and processing of patient data. B. Patient Billing 1. CONTRACTOR shall mail an invoice to each patient for emergency transportation service at current rates set forth by MONROE COUNTY as follows: $500.00 for Basic Life Support (BLS) $500.00 for Advance Life Support One (ALSI) $600.00 for Advance Life Support Two (ALS2) $200.00 for Stand by (Special Event) $9.00 per mile The aforementioned rates shall be subject to change at MONROE COUNTY'S discretion at any time throughout the term of the agreement, MONROE COUNTY agrees to notify CONTRACTOR a minimum of seven (7) days prior to any rate changes. 2. CONTRACTOR shall provide patients with a comprehensive statement/invoice including a courtesy return payment envelope. The front of the statement shall describe all charges and payments. The reverse side of the statement shall have clearly marked entry blocks 13 for information needed to file private insurance claims. CONTRACTOR shall file claims and send an invoice to all self-pay patient/payors with return envelope and address as specified by MONROE COUNTY within five (5) days of receipt of incident information. CONTRACTOR shall be responsible for sending a total of six invoices. CONTRACTOR shall send the second invoice at thirty-five days, third invoice at sixty-five days, fourth invoice at ninety-five days, fifth invoice at one hundred twenty-five days and sixth notice at one hundred fifty-five days. In the course of time that the six invoices are sent to patient/payor, CONTRACTOR shall provide follow-up on rejected and inactive claims and establish payor remittance accounts and procedures. Unless insurance payment is pending, CONTRACTOR shall on a monthly basis send all accounts that have not had activity for twelve (12) months or more a Pre-Collection Letter. These accounts have thirty (30) days to respond to the CONTRACTOR. Once the thirty (30) days has expired, the CONTRACTOR shall send MONROE COUNTY a list of all accounts along with a complete processing history once collection efforts are exhausted. These uncollectible accounts will be forwarded by the CONTRACTOR onto a third party collection agency named by MONROE COUNTY for further attempts at collecting. 3. Within MONROE COUNTY established guidelines, CONTRACTOR shall negotiate and arrange modified payment schedules for patients unable to pay full amount when billed. 4. CONTRACTOR shall process refund requests within the month following an overpayment and provide MONROE COUNTY with documentation substantiating each refund requested. 5. Where CONTRACTOR has found no method of payment for a patient after all insurance avenues are exhausted including State Medicaid and local HRS or municipal programs, such cases will be submitted to MONROE COUNTY in writing for final resolution along with appropriate documentation (i.e. hospital credit status, credit file information, activity file). At the instruction of MONROE COUNTY, CONTRACTOR shall write off any amounts or make any adjustments to a bill, including, but not limited to; patient disputes regarding mileage, special handling charges or the bill in its entirety. 6. CONTRACTOR shall provide MONROE COUNTY with real-time read only electronic look-up access of CONTRACTOR'S patient data and billing information system. CONTRACTOR shall provide the facilities to receive patient billing information from MONROE COUNTY electronically. CONTRACTOR- This may be done through email or other method that meets Patient Privacy requirements. C. Patient Filing 1. CONTRACTOR shall file all insurance claim forms for all patients based upon information received from the Run Report and research performed by CONTRACTOR. CONTRACTOR shall provide prompt submission of required paperwork to Medicare, Medicaid, Insurance Companies or Third Party Payors for claims, reviews, resubmission, provider agreements and other as required within 72 hours after receiving the requested "Run Report" from MONROE COUNTY. CONTRACTOR shall submit secondary insurance provider claims after the primary insurance provider has paid. As necessary, CONTRACTOR shall re-file Medicare, Medicaid or Insurance claims to obtain payment. CONTRACTOR shall maintain responsibility for obtaining missing or incomplete insurance information. 14 CONTRACTOR shall process all third party reimbursements within one week after receipt of appropriate billing information from primary payor. 2. CONTRACTOR shall utilize the most up-to-date knowledge and information with regard to coding requirements and standards and proper preparation of electronic and paper insurance filings to ensure compliance with applicable Federal, State and local regulations. D. Maintaining Records 1. CONTRACTOR shall maintain records in an electronic format that is readily accessible by MONROE COUNTY and meets all federal and state requirements for maintaining patient medical records. 2. CONTRACTOR shall maintain appropriate accounting procedures for reconciling all deposits, receivables, billings, patient accounts, adjustments and refunds. 3. CONTRACTOR shall facilitate proper security of confidential information and further shred and dispose of materials containing such information. 4. CONTRACTOR shall implement and comply with a Compliance Plan consistent with the intent and activities included in the U.S. Office oflnspector General (OIG) Compliance Program Guidance for Third Party Medical Billing Companies 63 FR 70138; (December 18, 1998). 5. CONTRACTOR shall retain all accounts for a minimum of twelve (12) months (unless otherwise specified by mutual agreement). 6. CONTRACTOR shall ensure that all required documentation and agreements with payors (e.g. Medicare, Medicaid, Champus, etc.) are filed and maintained and that MONROE COUNTY is kept apprised of important changes to industry regulations. 7. CONTRACTOR shall be knowledged of different industry insurance plans and shall ensure MONROE COUNTY that every billable claim is pursued accordingly by CONTRACTOR. 8. CONTRACTOR shall advise MONROE COUNTY on statutes and industry regulations which would affect emergency transportation service rates. E. Customer Service: 1. CONTRACTOR shall provide a toll free telephone number for patients with CONTRACTOR'S own facilities and workforce. CONTRACTOR'S toll free telephone number must he a dedicated phone number only for accounts from MONROE COUNTY. CONTRACTOR shall provide a designated liaison for patient/payor concerns. 2. CONTRACTOR shall conduct all written and verbal communication in the most professional manner. The CONTRACTOR shall never in any way represent themselves in a way that might be interpreted as intimidating or threatening. 3. CONTRACTOR shall respond within three (3) business days of any verbal Of written requests made by Patients and/or MONROE COUNTY fOf information Of records. CONTRACTOR shall assist patients that are not able to speak the English language. Difficult calls such as, but not limited to: special insurance issues, taxpayer questions, irate 15 calls shall be handled in a professional manner by a supervisor employed with CONTRACTOR'S firm. 4. CONTRACTOR shall provide all customer inquiry services and prepare additional third-party claims or patient payment arrangements based on this information exchange. 5. At MONROE COUNTY'S request, CONTRACTOR shall provide survey questionnaires or mail inserts to patients. CONTRACTOR shall mail requested citizen satisfaction surveys. 6. CONTRACTOR shall provide for facilities to pennit dial-up access to retrieve patient data and billing information. F. Audits 1. CONTRACTOR shall provide access to MONROE COUNTY for all requested information in order for MONROE COUNTY to perform appropriate and periodic audits. MONROE COUNTY will provide CONTRACTOR with reasonable notice for any planned audit and CONTRACTOR shall conduct audit during normal business hours. G. Monthly Reports Unless otherwise indicated, CONTRACTOR shall provide the following reports on a monthly basis as identified and prescribed by MONROE COUNTY. Monthly reports shall be produced after the month's closing and provided to MONROE COUNTY no later than the tenth of each month. 1. Ambulance Unit Report: On a monthly basis, CONTRACTOR shall provide a report of number of calls and gross billed by ambulance unit for the current period. 2. Ambulance New Billing Report: CONTRACTOR shall produce a report showing all billing (new charges) processed alpha sorted by Last Name and summarized total billing for period. CONTRACTOR shall add column for date received from MONROE COUNTY. ' 3. Ambulance Payment Report: CONTRACTOR shall provide a batch oriented listing of all payments processed including check number and type of payment (self pay, Medicare, Medicaid, private insurance). 4. Gross Collection Statistics Summary: CONTRACTOR shall provide a running summary ofInterfaciIity transactions including monthly amount billed, collected, Percentage collected, number of Accounts and Gross Billed . 5. Schedule of Transport Charges & Collections: CONTRACTOR shall provide a running month summary of charge, payment and adjustments for the closingmonth period showing gross and net collection percentages for each period. Information provided shall be for last five fiscal years only. 6. Report of Accounts Receivable: CONTRACTOR shall provide a summary for period ending of Accounts Receivable showing gross billing, payments received/processed, reflected write-oft's and adjustments, reversals and ending balance. 16 7. Monthly Billins and Collection Summary: CONTRACTOR shall produce a report showing receivables as applied to month running or original billed month. Infonnation provided shall be for last five fiscal years only. 8. Insurance Receivable Report: CONTRACTOR shall provide a summary of billed month the number of patient bills having an outstanding insurance balance. This will show the balance and number of bills outstanding by class. 9. Collection by Financial Class: CONTRACTOR shall provide a running month summary for the closing month period of collections by Payor Class (Self-Pay, Medicare, Medicaid and Private Insurance). CONTRACTOR shall denote billing numbers for each category and total. Information provided shall be for last five fiscal years only. 10. Collection Schedule: CONTRACTOR shall provide a running summary of collected amounts to include monthly, fiscal and cumulative amounts. 11. Ambulance BillinS Adiustments-Write Offs-Reversals: CONTRACTOR shall provide a running summary showing all adjustments, write-offs and reversals from Medicare, Medicaid and Insurance. 12. Report of Accounts Receivable Removed: CONTRACTOR shall provide a report showing Accounts sent to Collections with Original Amount Billed, Payments made, Adjusted Amounts and Balance owed. These accounts will have had no activity for 12 months or more. This report will only be provided on the months that the CONTRACTOR sent accounts to collections. 13. .Rqlort by Incident Date: CONTRACTOR shall provide a report by account detail of all accounts outstanding to include Original Amount billed, Adjusted Amount, and Balance due. 14. Monthly Refund Schedule: CONTRACTOR shall provide a report by account detail of associated payments reflecting an overpayment and necessary refund to be processed. n. Health Insuranee Portability and Aeeountability Ad of 1996 (HIPAA) The CONTRACTOR shall comply 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 ("Pill") that is collected, processed or learned as a result of the Billing Services provided hereunder. A CONTRACTOR shall not use or further disclose PHI except as permitted herein or required by law. B. CONTRACTOR shall use appropriate safeguards to prevent use or disclosure of PHI except as pennitted herein. C. CONTRACTOR shall mitigate. to the extent practicable, any harmful effect that is known to CONTRACTO~ its agents or subcontractors of a use or disclosure of Pill by the CONTRACTOR, its agents or subcontractors. 17 D. CONTRACTOR shall report to MONROE COUNTY any use or disclosure of Pill not provided for by this Agreement of which the CONTRACTOR, its agents or subcontractors become aware. E. CONTRACTOR shall ensure that any agents or subcontractors to whom the CONTRACTOR provide Pill or who have access to Pm, agree to the same restrictions and conditions that apply to the CONTRACTOR with respect to such Pill. F. CONTRACTOR shall make Pill available to MONROE COUNTY and to the individual who has a right of access as required under HIP AA within 30 days of the request by MONROE COUNTY regarding the individual. G. CONTRACTOR shall incorporate ally amendments to Pill when notified to do so by MONROE COUNTY. H. CONTRACTOR shall provide an accounting of all uses or disclosures of Pill made by the CONTRACTOR its agents or subcontractors as required under the HIP AA privacy rule within sixty (60) days. I. CONTRACTOR shall make their internal practices, books and records relating to the use and disclosure of Pill available to the Secretary of the Department of Health and Human Services for purposes of determining the CONTRACTOR'S, its agents' and subcontractors' and MONROE COUNTY'S compliance with HIP AA. J. CONTRACTOR shall at the termination of the agreement, return or destroy all Pill received from, or created or received by the CONTRACTOR, its agents or subcontractors on behalf of MONROE COUNTY and if return is infeasible, ensure that the protections of this Agreement will extend to such Pill. K. The specific uses and disclosures of Pill that may be made by the CONTRACTOR, its agents or contractors on behalf of MONROE COUNTY include: 1. Preparation of invoices to patients, carriers, insurers and others responsible for payment or reimbursement of the services provided by MONROE COUNTY to its patients. 2. Preparation of reminder notices and documents pertaining to collections of overdue accounts. 3. 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. 4. Other uses or disclosures of Pill as permitted by the HlIPAA privacy rule. 5. Mail HIP AA Notice of Privacy Practices to all emergency transport patients within the timeframe allowed under the HIP AA and FIIP AA rules. 6. Mail subpoenas, attorney's requests to Fire Rescue immediately upon receipt 18 ATfACBMENTB L Compensation for Services The CONTRACTOR shall provide to MONROE COUNTY a monthly invoice representing fees for the services provided computed as: A. Seven percent (7%) of all monies collected by the CONTRACTOR, excluding Medicaid accounts, during the previous month. In compliance with Florida Statute 409.913 (9), the CONTRACTOR shall 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. D. Price shall include but not be limited to; all stationery, fax forms, envelopes, mailings, postage and. telecommunications/phone facilities/charges. E. Price for services does not include the cost of "Locked-box" service. The COUNTY shall bear the cost of the Locked-box. The "Locked-box service selected shall be at the sole discretion of MONROE COUNTY and shall provide a secure postal address and box for receipt of all correspondence (especially including all insurance and patient payments, correspondence and benefits determination and denials). The "Locked-box" service will on a daily basis perform the following: 1. Open all mail (except clearly marked returned-mail). 2. Make a copy of every check and attach copy with original document accompanying each check. 3. Deposit all receivables into designated MONROE COUNTY account. 4. Prepare and provide a daily deposit slip totaling and accounting for all receivables deposited for the identified day. 5. Mail (daily) to the CONTRACTOR separated bundles of; copies of checks attached to supporting documents, other correspondence and, returned-mail along with deposit slip. 6. Mail (daily) to MONROE COUNTY copies of checks and daily deposit slip. 7. Mail (monthly) to MONROE COUNTY reconciliation of account. F. CONTRACTOR shall maintain daily deposit control sheets and original documentation. 19 Exhibit A FIRE RESCUE REPORT Monroe County Fire Rescue 490 63rd Street Marathon, FL 33050 Phone# (305) 289-6004 Run Number: Patient Name: Date of Service: Documented By: ( IH \ \ I '\ I 0 I{ I .... I' 0'\ .... I I '\ H ) I> I ....PO....I I 10 '\ I "II .... Shift: Nature of Call: Outcome: Received: Station: Location: Level of Care: Dispatched: Rescue: Destination: Unit ID: Enroute: Crew #1: Arrive: Crew #2: Crew #3: Pt Contact: Pt. Transported: Depart: At Dest: At Scene Loaded Miles Resp Delay: ,t Dest Mileage: Name: SSN: DOB: Sex: Weight: Phone: Home Address: Mailing Address: 1'\111 \1. 1\1 ()R'I \ flO\ Patient Found: Chief Complaint: Cause of Injury: Relevant Past History: Medications: Time BP Pulse ~ ETC02 CaD Refill ~ GCS ..,tt RIAht I of 4 Printed on: 01/07/2005 at 12:22 FIRE RESCUE REPORT Monroe County Fire Rescue 490 63rd Street Marathon, FL 33050 Run Number: Patient Name: Date of Service: Documented By: Phone# (305) 289-6004 !I Bodv Area Assessment Body Area Assessment --~--~~----~~~----------------~ 1\ II I{\ I \ 110\" Time Treatment DescrlDtlon Further Details \\I{I{\II\I "I ( . \ \ I I I{ I, " Time IXIZ! Disclaimer I, ' , authorize any holder of medical or other information about me to release to the Social Security Admmistration and Health Care Financing Administration or its intermediaries or carriers, or any private insurance company any information needed for this or a related medical claim. I permit a copy of this authorization to be used in place of the original and request payment of medical insurance benefits to the party who accepts assignment I personally guarantee payment of any charges not covered by health care benefits. According to Medicare regulations, your ambulance transport and related services are subject to review under the Medicare program. The purpose of this review is to determine whether or not your transport and related services meet the guidelines for Medicare payment. If it is determined, under the Medicare Program guidelines that your transport and related services were not medically necessary, or that non-covered services were provided to you, then, please be advised that you are personally responsible for payment of the transport or the non-covered services. Furthermore, I hereby acknowledge that I have been provided with a copy of Monroe County's Notice of Privacy Practices on this date. Signature 2 of 4 Printed on: 01/07/2005 at 12:22 FIRE RESCUE REPORT Monroe County Fire Rescue 490 63rd Street Marathon, FL 33050 Run Number: Patient Name: Date of Service: Phone# (305) 289-6004 Time ~ Be QA Review Disclaimer I have reviewed this report for completeness and accuracy. Signature ( IH \\ "I (. \ \ I I IH " ~ Crew 1 Name Certification Slanature ~ Crew 2 Name Certification Slanature ~ Crew 3 Name Certification SI(Jnature 3 of 4 Printed on: 01/07/2005 at 12 ;22 FIRE RESCUE REPORT Monroe County Fire Rescue 490 63rd Street Marathon, FL 33050 Run Number: Patient Name: Date of Service: Guarantor Address SSN Relation Send Bill To Insured? Insurance Insurance Company Employed? Work Related? State Insured's Name Polley Number ( If \R<.I '" 4 of 4 Printed on: 0 I /0712005 at 12:22 LOBBYING AND CONFLICT OF INTEREST CLAUSE SWORN STATEMENT UNDER ORDINANCE NO. 010-1990 MONROE COUNTY, FLORIDA ETHICS CLAUSE 'Do~ ~h.4mo f\ 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. ~) Date: J-,.'1.I.s- STATE OF F\orioLl m, QO\\ - D(ld e COUNTY OF PERSONALLY APPEARED BEFORE ME, the undersigned authority, ']) 0 \A. 3 ,) \t)(l VY\ m who, after first being sworn by me, affixed his/her signature (name of individual signing) in the space provided above on this ~ day of J DfCh ,20 OS. My commission expires: IDOf) OMB - MCP FORM #4