FINANCE DEPARTMENT
M E M O R A N D U M
To: Honorable Mayor and City Commission
From:
By: Chief Lou Cavallo, Public Safety Director
Acting Fire Chief
Brian
K. Raducci, Finance Director
Date: February 13, 2007
Re: Advanced Data Processing, Inc., Agreement for –
Rescue
Ambulance Billing & Related Professional Services
Beginning
in October 1998, the City began providing paramedic emergency patient transport
services (transport services). At that
time, the City selected a local contractor for the billing and collection of these
transport services. After a review of
the proposals, the City selected and entered into a professional services agreement
with Advanced Data Processing, Inc. (“ADPI”) for the billing and collection of
transport services.
ADPI currently provides similar services to 15 other
public entities within
ADPI
has been able to collect over $2.65M for the City since it began providing billing
and collection of transport services in 1998.
The revenue collected by ADPI per transport has grown from $179 in 2004
to $209 in 2006. This increase
demonstrates ADPI’s dedication to collecting the maximum amount for each
transport while maintaining the highest level of compliance with all applicable
Medicare and Medicaid regulations.
During
our discussions with ADPI, they have agreed to maintain their current
administrative billing/collection fee at seven percent (7%), excluding Medicaid
accounts that are invoiced pursuant to Florida Statute §409.913(9). The Statute stipulates that ADPI is to
include on the same invoice an amount of $11.40 per processed Medicaid account
during the month. The attached agreement
has been reviewed by our City’s professional staff and members of our City
Attorney’s Office and found acceptable in both form and content for Commission’s
consideration.
Recommendation: The
City Administration recommends Commission’s consideration and approval of the
attached resolution authorizing and directing the City Manager to enter into an
agreement with Advanced Data Processing (“ADPI”) for the collection of
emergency patient transportation service fees.
RESOLUTION NO.
____________
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF
WHEREAS, the Fire Rescue Department of the City of
WHEREAS, it is necessary to have a company for billing
and collection services for said transportation; and
WHEREAS, the City has had an agreement with Advanced
Data Processing, Inc., since 1998; and
WHEREAS, the City Commission of the City of North
Lauderdale has further determined that a need exists to provide funding for billing
and collection services for said transportation from Advanced Data Processing,
Inc.;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION
OF THE CITY OF
Section 1: That
the City Manager, be and the same, is hereby authorized and directed to enter
into an agreement by and between the City of
Section 2: That the funds for said service shall
be provided from the FY 2007 Adopted Budget (G/L 115-2001-522.31-82).
Section 3: The City Manager is authorized to take
all steps necessary to enter into an agreement with Advanced Data Processing,
Inc.
Section 4: That
this Resolution shall take effect immediately upon adoption.
PASSED and ADOPTED by the City Commission of the City
of North Lauderdale, Florida, this 13th day of February, 2007.
APPROVED AS TO FORM:
CITY ATTORNEY SAMUEL S. GOREN
MAYOR JACK BRADY
VICE MAYOR
RICH MOYLE
ATTEST:
CITY CLERK C. MILLI DYER
AGREEMENT BETWEEN
AND
ADVANCED DATA
PROCESSING, INC.
FOR RESCUE
AMBULANCE BILLING & RELATED PROFESSIONAL SERVICES
THIS AGREEMENT,
hereinafter “AGREEMENT,” made and entered into this 1st day of
March, 2007 by and between CITY OF NORTH LAUDERDALE, a Florida Municipal
corporation, with principal offices located at 701 Southwest 71st
Avenue, North Lauderdale, FL 33068-2395 hereinafter referred to as the “CITY,”
and ADVANCED DATA PROCESSING, INC., a Delaware Corporation with principal
offices located at 6451 North Federal Highway, Suite 1002, Fort Lauderdale, FL
33308, 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 complete
medical billing and accounts receivable management services for the CITY’S
ambulance services.
2. SCOPE OF SERVICES. The CONTRACTOR shall
perform and carry out the work as defined in “Exhibit B – Scope of Services”
which is attached hereto. All payments
shall be made payable to ‘CITY OF
3. TIME OF PERFORMANCE. This AGREEMENT shall
be effective for a three (3) year period from March 1, 2007 through February
28, 2010, under the terms and conditions contained herein unless otherwise
terminated. This AGREEMENT may be
renewed for two (2) additional one (1) year terms under the then in force terms
and conditions upon written AGREEMENT of both parties.
4. COMPENSATION AND METHOD OF PAYMENT.
4.01 The CITY reserves the right to
request changes in the services within the general scope of the AGREEMENT to be
performed upon mutual AGREEMENT by the CITY and CONTRACTOR that shall specify
the change ordered and the adjustment of time and compensation required
therefore.
4.02
Any services
added to the scope of this AGREEMENT by a change order shall be executed in
compliance with all other applicable conditions of this AGREEMENT. No claim for additional compensation or
extension of time shall be recognized unless contained in the duly executed
change order.
4.03
The CONTRACTOR shall be paid by the CITY
a monthly amount representing fees for the services provided computed as:
4.03 (a)
Seven percent (7%) of all monies
collected by CONTRACTOR during the month, excluding Medicaid accounts which
shall be invoiced pursuant to Florida Statute §409.913(9). This Statute stipulates that CONTRACTOR is to
include on the same invoice an amount of $11.40 per processed Medicaid account
during the month.
4.04
The CITY shall issue a check for the
amount invoiced, within thirty (30) days of receipt and acceptance of an
accurate invoice. CITY’S obligation
hereunder are absolute and unconditional and not subject to set-off, delay,
counterclaim, termination or performance.
CONTRACTOR will resolve any disputed amounts within sixty (60) days from
the date CITY gives notification.
4.05
The CITY shall bear the cost of any and
all Lock-box services. CITY, should they
elect to participate in any credit card acceptance program, agrees to assume
and be responsible for all costs associated with such program. CONTRACTOR shall provide to the CITY monthly
an amount of one hundred ($100.00) dollars towards the CITY’S banking and
administrative costs in the form of a discount against CONTRACTOR’S monthly
fees as stated above. 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
assumed by the CONTRACTOR.
5. REPORTS.
The CONTRACTOR shall provide the CITY
with status reports as set forth in Exhibit B 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. CONTRACTOR
reserves the right to charge an additional fee for any programming cost
associated with ad hoc reports that would require more than a reasonable amount
of time to accomplish.
6. DATA TO BE
FURNISHED BY CITY. The CITY will make available to the
CONTRACTOR, for use in performance of services under this AGREEMENT, all
available reports, studies or any other materials in its possession that may be
useful to the CONTRACTOR. All material
furnished by the CITY will not be disclosed to any party, other than as
required under the scope of the AGREEMENT, without the CITY’S prior written
approval.
7. INDEPENDENT CONTRACTORS. The CONTRACTOR is an
independent contractor and not an employee or agent of the CITY 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 CITY 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 CITY; and insurance filings and related forms. The CONTRACTOR has no authority to sign any
document that imposes any additional liability on the CITY.
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 AGREEMENT.
CONTRACTOR
shall not utilize subcontractors in the performance of this AGREEMENT. The use of subcontractors requires the prior
approval of the CITY. Subcontractor
shall be defined as persons who performs billing and accounts receivable
management services substantially similar to those services performed by
CONTRACTOR.
8.
INDEMNIFICATION. The CONTRACTOR shall indemnify and hold the
CITY harmless from any and all claims, losses and causes of actions which may
arise out of the CONTRACTOR’S performance of this AGREEMENT as a result of an
act of negligence or intentional acts, omissions, or wrongdoings 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 judgments (including, but not limited to, attorneys’
fee and expenses incurred at the trial, administrative levels, or on appeal)
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 CITY’S rights and immunities under the common law or Florida Statutes
§768.28, as amended from time to time.
9. INSURANCE. CONTRACTOR shall procure and maintain for the
duration of the AGREEMENT, insurance against claims for injuries to persons or
damages to property, which may arise from or in connection with the performance
of the work hereunder by the CONTRACTOR, his agents, representatives,
employees, or subcontractors. The cost
of such insurance is the responsibility of the CONTRACTOR.
9.01 Minimum Limits
of Insurance
CONTRACTOR shall maintain limits no less than:
a.
General
Liability: $1,000,000 Combined Single Limit for bodily injury and property
damage per occurrence with a $2,000,000 annual aggregate.
b.
Automobile
Liability: One Million ($1,000,000.00) Dollars combined single limit per
accident for bodily injury and property damage. (Non-owned, Hired Car).
c.
Workers’
Compensation Employers Liability: Insurance covering all employees meeting
Statutory Limits in compliance with the applicable state and federal laws and
Employee’s Liability with a limit of $500,000 per accident, $500,000 disease
policy limit, $500,000 disease each employee.
Waiver of Subrogation in
lieu of Additional Insured will suffice.
d.
Professional
Liability Insurance, including errors and omissions: for all services provided
under the terms of this AGREEMENT with minimum limits of One Million
($1,000,000.00) Dollars per occurrence; or claims made form with "tail
coverage" extending three (3) years beyond the term of the AGREEMENT. Proof of “tail coverage” must be submitted
with the invoice for final payment. In
lieu of “tail coverage,” CONTRACTOR may submit annually to the CITY a current
Certificate of Insurance proving claims made insurance remains in force throughout
the same three (3) year periods.
e.
Umbrella:
$2,000,000 combined single limit for bodily injury and property damage combined
per occurrence and annual aggregate. The
coverage shall provide excess coverage for employer’s liability, general
liability, including completed operations and auto liability.
f.
Crime Policy: CONTRACTOR shall
provide a Crime Policy in the amount of $500,000. Coverage to be provided shall include: 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.
9.02. Deductibles and
Self-Insured Retentions
Deductibles or self-insurance shall be maintained in amounts
or at levels which are customary for the size, profile and industry in which
CONTRACTOR is employed. No decreases in
coverage can occur without the approval of the CITY.
9.03. Other Insurance
Provisions
The policies are to
contain, or be endorsed to contain, the following provisions:
a. General Liability and Automobile Liability Coverage (CITY is to be named as Additional Insured).
1.
The CITY, its
officers, officials, employees and volunteers are to be covered as additional
insured as respects; liability arising out of activities performed by or on
behalf of the CONTRACTOR, including the insured general supervision of the CONTRACTOR;
products and completed operations of the CONTRACTOR; premises owned, occupied
or used by the CONTRACTOR; or automobiles owned, leased, hired or borrowed by
the CONTRACTOR. The coverage shall
contain no special limitations on the scope of protections afforded the CITY,
its officers, officials, employees or volunteers.
2.
The CONTRACTOR’S
insurance coverage shall be primary insurance as respects the CITY, its
officers, officials, employees and volunteers.
Any insurance of self-insurance maintained by the CITY, its officers,
officials, employees or volunteers shall be excess of the CONTRACTOR’S
insurance and shall not contribute with it.
CONTRACTOR hereby waives subrogation rights for loss or damage against
the CITY.
3.
Any failure to
comply with reporting provisions of the policies shall not affect coverage
provided to the CITY, its officers, officials, employees or volunteers.
4.
The CONTRACTOR’S
insurance shall apply separately to each insured against whom a claim is made
or suit is brought, except with respect to the limits of the insurer’s
liability.
5.
Companies
issuing the insurance policy, or policies, shall have no recourse against the
CITY for payment of premiums or assessments for any deductibles with are all at
the sole responsibility and risk of CONTRACTOR.
b. All Coverage
Each insurance policy required by this clause shall be endorsed
to state that coverage shall not be suspended, voided, canceled by either
party, reduced in coverage or in limits except after thirty (30) days prior
written notice by certified mail, return receipt requested, has been given to
the CITY.
9.04. Acceptability
of Insurers
Insurance is to be placed with insurers with a Best rating
of no less than A: VII.
9.05. Verification of
Coverage
CONTRACTOR shall furnish the CITY with certificates of
insurance and with original endorsements effecting coverage required by this
clause. The certificates and
endorsements for each insurance policy are to be signed by a person authorized
by that insurer to bind coverage on its behalf.
All certificates and endorsements are to be received and approved by the
CITY before work commences. The CITY
reserves the right to require complete, certified copies of all required
insurance policies at any time.
10. OWNERSHIP
OF DOCUMENTS. CONTRACTOR shall be required to work in
harmony with other consultants relative to providing information requested in a
timely manner and in the specified form.
The CONTRACTOR agrees that any and all documents, records, disks, and
electronic data produced in the performance of this AGREEMENT shall be the sole
property of the CITY, including all rights therein of whatever kind except as
may otherwise be provided hereinafter.
Failure to turn over such documents within thirty (30) days of a written
request by CITY may be cause for the CITY 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.
Business
Associate Addendum (Exhibit A attached
hereto and made a part hereof)
B.
Scope of Services
(Exhibit B attached hereto and made a
part hereof)
12. TERMINATION. During the time of this AGREEMENT either party may terminate
this AGREEMENT either for convenience or for default after first giving to
other party ninety (90) days written notice.
For cases of
default, the CONTRACTOR shall be given opportunity to cure the default within
the thirty (30) day period following such written notice. In the event the acts
constituting default are a violation of law, CONTRACTOR shall be subject to
immediate termination of AGREEMENT.
Upon
termination for any cause, the CONTRACTOR shall submit an invoice(s) to the
CITY 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 CITY shall be under no further
obligation to the CONTRACTOR, financial or otherwise.
For
purposes of this section, the notice period begins when the CONTRACTOR receives
written notice from the CITY.
13. UNCONTROLLABLE FORCES.
Neither the CITY 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, terrorism 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, removed, or
remedied with reasonable dispatch. The
non-performing party shall, within a reasonable time of being prevented or
delayed from performance by an uncontrollable force, give written notice to the
other party describing the circumstances and uncontrollable forces preventing
continued performance of the obligations of this AGREEMENT.
14. JURISDICTION, VENUE and CHOICE OF LAW. All questions pertaining to the validity and
interpretations of this AGREEMENT shall be determined in accordance with the
laws of the State of
15. ASSIGNMENT OF AGREEMENT. Except to a parent, subsidiary, or affiliate, the CONTRACTOR
shall not sell, transfer, assign or otherwise dispose of this AGREEMENT or any
part thereof or work provided therein, or of its right, title or interest
therein, unless otherwise provided in the AGREEMENT, without express prior
consent by the CITY.
16. NOTICES.
All notices pertaining to this AGREEMENT
shall be delivered or mailed to such party at their respective address as
follows:
To the CITY:
CITY OF
Telephone No.: (954)
724-7041
Facsimile No.: (954)
720-2151
Samuel S. Goren, City Attorney
Telephone No.: (954)
771-4500
Facsimile No.: (954)
771-4923
To the CONTRACTOR:
Brad Williams
Vice President, Finance
ADVANCED DATA PROCESSING, INC.
Telephone No.: (305)
308-8707
Facsimile No.: (305)
521-0776
17. 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 and medical billing.
18.
INTEREST OF CONTRACTOR. It is agreed that the CONTRACTOR presently
has no interest and shall not acquire any interest, direct or indirect, which
would conflict in any manner or degree with the performance of the CONTRACTOR’S
services under this AGREEMENT. It is
further agreed that in the performance of this AGREEMENT the CONTRACTOR shall
employ no person having any such interest.
19.
SEVERABILITY. Should any part, term or provision of this AGREEMENT
be by the courts decided to be illegal or in conflict with any law of the State
of
20. ENTIRE AGREEMENT. This AGREEMENT
contains the entire AGREEMENT between the parties. The CONTRACTOR represents that in entering
into this AGREEMENT it has not relied on any previous oral and/or implied
representations, inducements or understandings of any kind or nature.
IN WITNESS OF THE FOREGOING, the CITY has caused this AGREEMENT
to be signed by the City Manager, attested by the City Clerk, and the CONTRACTOR
has executed this AGREEMENT effective as of the date set forth above.
BY: ______________________________
Richard D. Sala, City Manager
ATTEST:
Clerk of the Court
BY: ______________________________ (SEAL)
APPROVED AS TO FORM:
City of
BY: ______________________________
CONTRACTOR:
ADVANCED
DATA PROCESSING, INC.
A
Delaware Corporation
______________________________
DOUG
SHAMON
PRESIDENT
(CORPORATE
SEAL)
STATE OF
BEFORE ME,
an officer duly authorized by law to administer oaths and take acknowledgments,
personally appeared Doug Shamon, as
President of Advanced Data Processing, Inc., a Delaware corporation, and
acknowledged execution of the foregoing AGREEMENT
for the use and purposes mentioned in it and that the instrument is the act and
deed of the CONTRACTOR.
IN WITNESS OF THE FOREGOING, I have
set my hand and official seal at in the State and County aforesaid on
_________________________, 2007.
_________________________________
Notary
Public, State of
My
Commission expires:
Exhibit A
Business
Associate Addendum
Advanced Data Processing, Inc. the “Business Associate”
(hereinafter referred to as “CONTRACTOR”) and City of
1. CONTRACTOR
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, CONTRACTOR
agrees that it will: