HomeMy WebLinkAboutCity of Tamarac Resolution R-2015-068TR12669
August 26, 2015
Page 1
CITY OF TAMARAC, FLORIDA
RESOLUTION NO. R-2015 -
A RESOLUTION OF THE CITY COMMISSION OF THE CITY
OF TAMARAC, FLORIDA APPROVING THE AGREEMENT
EXTENSION WITH ADVANCED DATA PROCESSING, INC.
(DBA INTERMEDIX) AND AUTHORIZING THE
APPROPRIATE CITY OFFICIALS TO EXECUTE THE
AGREEMENT EXTENSION FOR A PERIOD FROM JULY 1,
2015 THROUGH AUGUST 31, 2016, NUNC PRO TUNC TO
PROVIDE FOR THE ADMINISTRATION, PROCESSING AND
RECEIPT OF PAYMENTS ASSOCIATED WITH
TRANSPORTING EMERGENCY MEDICAL SERVICE (EMS)
PATIENTS ON BEHALF OF THE CITY OF TAMARAC FIRE
RESCUE DEPARTMENT; PROVIDING FOR CONFLICTS;
PROVIDING FOR SEVERABILITY; AND PROVIDING FOR
AN EFFECTIVE DATE.
WHEREAS, Tamarac Fire Rescue is required to provide basic and advanced
life support services to the citizens and visitors of the City of Tamarac and to
properly invoice and collect fees from the patients who utilize these services; and
WHEREAS, Tamarac Fire Rescue transports an estimated 8,000 patients
per year, which generates an average of approximately $1.9 million in gross
revenue annually; and
WHEREAS, the City awarded RFP 04-14R to Advanced Data Processing,
Inc. (ADPI) under Resolution R-2004-180, renewed two subsequent extensions
under Resolution R-2007-106, and R-2009-132, and executed an amendment
under Resolution R-2010-81 awarding two (2) automatic one (1) year renewal
extensions as long as the City determined the Agreement pricing remained
advantageous to the City, copies of which are included herein as Exhibit A, Exhibit
B Exhibit C and Exhibit D respectively; and
TR 12669
August 26, 2015
Page 2
WHEREAS, ADPI has consistently performed to the City's standards, and
the staff has recognized that changing providers would likely cause a disruption of
medical billing services; and
WHEREAS, ADPI has offered to maintain the current advantageous pricing
for the period effective July 1, 2015 through August 31, 2016; and
WHEREAS, during this extension period, the City staff will conduct a
marketplace review to compare fees and services among other medical billing
agencies providing services to Florida government entities, in order to determine if it
will be in the best interest of the City of Tamarac to continue contacting with ADPI
beyond this extension period; and
WHEREAS, ADPI has signed a letter authorizing approval to extend the
current ADPI Agreement with the City of Tamarac for the period effective July 1,
2015 through August 31, 2016, attached hereto as Exhibit E; and
WHEREAS the Fire Chief, Director of Financial Services and Purchasing and
Contracts Manager have determined that it is in the best interest of the City to
continue the existing relationship with ADPI for the period effective July 1, 2015
through August 31, 2016; and
WHEREAS, it is the recommendation of the Fire Chief, Director of Financial
Services and the Purchasing and Contracts Manager that the City Commission of
TR 12669
August 26, 2015
Page 3
the City of Tamarac approve and execute an Agreement Extension with ADPI for
the period effective July 1, 2015 through August 31, 2016, nunc pro tune; and
WHEREAS, the City Commission of the City of Tamarac deems it to be in the
best interest of the citizens and residents of the City of Tamarac to approve and
execute the Agreement Extension with ADPI.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF
THE CITY OF TAMARAC, FLORIDA:
SECTION 1: The foregoing "WHEREAS" clauses are hereby ratified and
confirmed as being true and correct and are hereby made a specific part of this
Resolution. The Exhibits attached hereto are incorporated herein and made a
specific part hereof.
SECTION 2: The appropriate City Officials are hereby authorized to approve
and execute the Agreement Extension Letter (Exhibit E) with Advanced Data
Processing, Inc. with an effective date of July 1, 2015 until August 31, 2016, nunc
pro tune, to provide administration, processing and receipt of payments associated
with transporting Emergency Medical Service (EMS) patients on behalf of the City of
Tamarac Fire Rescue Department.
SECTION 3: That all Resolutions or parts of Resolutions in conflict herewith
are hereby repealed to the extent of such conflict.
TR 12669
August 26, 2015
Page 4
SECTION 4: If any clause, section, other part or application of this Resolution
is held by any court of competent jurisdiction to be unconstitutional or invalid, in part
or application, it shall not affect the validity of the remaining portions or applications
of this Resolution.
SECTION 5: This Resolution shall become effective immediately upon its
passage and adoption.
PASSED, ADOPTED AND APPROVED this day of
r �
^. 2015.
HARRY DRESSLER, MAYOR
ATTEST:
ATRICIA TEUF , WC
CITY CLERK
RECORD OF COMMISSION VOTE:
MAYOR DRESSLER
n
DIST 1: VICE MAYOR BUSHNELL
l
DIST 2: COMM. GOMEZ
DIST 3: COMM. GLASSER
DIST 4: COMM. PLACKO
I HEREBY CERTIFY THAT I HAVE
APPROVED THIS RESOLUTION
AS TO FORM
f
�AVOEL S. dbREN
CITY ATTORNEY
�► intermedix
July 2, 2015
Keith Glatz- Purchasing and Contracts Managers
City of Tamarac
City Hall
Room 108
7525 NW 88 Ave
Tamarac, FL 33321
Dear Mr. Glatz:
Advanced Data Processing, Inc. (d/b/a Intermedix) requests to extend our current Agreement for Rescue
Ambulance Billing and Realted Professional Services with the City of Tamarac, originally entered into July
1, 2010 through June 30, 2013 with two (2) additional one (1) year terms at the end of the initial term.
The Agreement shall, upon your signature below, have an effective date of July 1, 2015 through August
31, 2016.
Sincerely,
Brad Williams
VP & CAO
cc: Darryl Hartung, Vice President
Accepted by City of Tamarac
Title:
Date:
www internedix.corn 888-971-2250 6431 M. Federal Highway, Suite 1000 Fort Lauderdale. FL 33308
eke
1
Temp. Reso. #10498
July 6, 2004
Page 1
CITY OF TAMARAC, FLORIDA
RESOLUTION NO. R-2004-JK
A RESOLUTION OF THE CITY COMMISSION OF THE CITY
OF TAMARAC, FLORIDA AUTHORIZING THE APPROPRIATE
CITY OFFICIALS TO AWARD RFP 04-14R, "MEDICAL
BILLING SERVICES" AND TO EXECUTE AN AGREEMENT
WITH ADVANCED DATA PROCESSING, INC.TO PROVIDE
ADMINISTRATION, PROCESSING AND COLLECTION OF
THE COSTS OF TRANSPORTING EMS PATIENTS ON
BEHALF OF THE CITY OF TAMARAC FIRE RESCUE
DEPARTMENT; PROVIDING FOR CONFLICTS; PROVIDING
FOR SEVERABILITY; AND PROVIDING FOR AN EFFECTIVE
DATE.
WHEREAS, Tamarac Fire Rescue is required to provide basic and advanced life
support services to the citizens and visitors of the City of Tamarac and to properly invoice
and collect fees from the patients who utilize these services; and
WHEREAS, Tamarac Fire Rescue transports an estimated 6,000 patients per year,
which generates an average of approximately $1.6 million in gross revenue annually; and
WHEREAS, the existing contract with Advanced Data Processing, Inc. for medical
billing services will expire on September 30, 2004 with no additional renewals available;
and
WHEREAS, the complexity and accounting requirements of providing these services
require the City to formally solicit competitive sealed proposals; and
WHEREAS, the City publicly advertised RFP 04-14R, "Medical Billing Services" in
the Sun -Sentinel on March 21 and March 28, 2004, a copy of said RFP is attached as
Exhibit 1; and
WHEREAS, proposals were solicited from seven (7) vendors and two (2) proposals
Temp. Reso. #10498
July 6, 2004
Page 2
were received from Advanced Data Processing, Inc. and Uant Medbill, Inc.; and
WHEREAS, the proposals were evaluated by a Selection and Evaluation Committee
consisting of the Assistant Fire Chief, EMS Chief, Controller, and Management Analyst to
determine responsiveness to the City's specifications; and
WHEREAS, Advanced Data Processing, Inc_ was determined to be the highest
ranked, most responsive and responsible vendor based upon the criteria established in the
RFP, as evidenced by Exhibit 2; and
WHEREAS, Advanced Data Processing, Inc. will charge the City seven percent
(7%) of the monthly collections for non -Medicaid accounts, a flat rate of $150.00 per month
for Medicaid accounts and $1.00 per transport to meet HIPAA requirements; and
WHEREAS, Advanced Data Processing, Inc. has agreed to the terms and
conditions of RFP 04-14R and has executed the City's Agreement, as evidenced by Exhibit
3; and
WHEREAS, it is the recommendation of the Fire Chief and Purchasing and
Contracts Manager that RFP 04-14R be awarded to and an agreement executed with
Advanced Data Processing, Inc.; for a three (3) year term effective October 1, 2004
through September 30, 2007 with two (2) additional two-year renewals, for a total contract
term not to exceed seven (7) years; and
WHEREAS, the City Commission deems it to be in the best interest of the citizens
and residents of the City of Tamarac to award RFP 04-14R, "Medical Billing Services" and
to execute an agreement with Advanced Data Processing, Inc., to provide administration,
processing and collection of the costs of transporting EMS patients on behalf of the City of
Tamarac Fire Rescue Department.
Temp. Reso. #10498
July 6, 2004
Page 3
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF TAMARAC, FLORIDA:
SECTION 1: The foregoing "WHEREAS" clauses are hereby ratified and confirmed
as being true and correct and are hereby made a specific part of this Resolution upon
adoption hereof.
SECTION 2: the appropriate City officials are hereby authorized to award RFP 04-
14R, "Medical Billing Services" and to execute an agreement with Advanced Data
Processing, Inc. to provide administration, processing and collection of the costs of
transporting EMS patients on behalf of the City of Tamarac Fire Rescue Department.
SECTION 3: All resolutions or parts of resolutions in conflict herewith are HEREBY
repealed to the extent of such conflict.
SECTION 4: If any clause, section, other part or application of this Resolution is
held by any court of competent jurisdiction to be unconstitutional or invalid, in part or
application, it shall not affect the validity of the remaining portions or applications of this
Resolution.
1
Temp. Reso. #10498
July 6, 2004
Page 4
SECTION 5: This Resolution shall become effective immediately upon its passage
and adoption_
PASSED, ADOPTED AND APPROVED this 25 h day of August, 2004.
ATTEST:
r�
MARION SWENSON, CMC
CITY CLERK
I HEREBY CERTIFY that
I have approved this
RESOLUTION as to form.
MITCHELL S. KkAFT
CITY ATTORNEY '
E SCHREIBER
MAYOR
RECORD OF COMMISSION VOTE:
MAYOR SCHREIBER
DIST 1: COMM. PORTNER
DIST 2: COMM. FLANSBAUM-TAL
DIST S: V/M SULTANOF
DIST 4: COMM. ROBERTS
1
1
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City of Tamarac
"Committed to Excellence... Always"
Purchasing and EXHIBIT 1
Contracts Division TR 10468
March 26, 2004
REQUEST FOR PROPOSALS
RFP 04-14R
ALL QUALIFIED PROPOSERS:
RFP NO. 04-14R
Sealed Proposals, addressed to the Purchasing and Contracts Manager of the City of
Tamarac, Broward County, Florida, will be received in the Purchasing Office, 7525 NW 88th
Avenue, Tamarac, Florida 33321-2401 until 4:00 PM local time, Wednesday, April 28,
2004 for:
MEDICAL BILLING SERVICES
The City is soliciting proposals on behalf of the Tamarac Fire Rescue Department to obtain
the services of a qualified firm for the administration, processing and collection of the costs
of transporting Emergency Medical Services (EMS) patients.
Sealed Proposals must be received and time stamped in the Purchasing Office, either by mail
or hand delivery, on or before the date and time referenced above, Any Proposals received
after 4:00 p.m. on said date will not be accepted under any circumstances. Any uncertainty
regarding the time a Proposal is received will be resolved against the Proposer. Official time
will be measured by the time stamp in the Purchasing Office.
City reserves the right to reject any or all Proposals, to waive any informalities or
irregularities in any Proposals received, to re -advertise for Proposals, to award in whole or
in part to one or more Proposers, or take any other such actions that may be deemed to be
in the best interests of the City.
Proposal documents may be obtained from the Purchasing Office or via the Internet at
http://www.tamarac.org//Dept/fin/purch/solicitations.html. For inquiries, contact the
Purchasing Office at (954) 724-2450.
Keith K. Glatz, CPPO
Purchasing and Contracts Manager
Publish Sun -Sentinel: Sunday 3/21 and 3/28/2004
7525 NW 88th Avenue ■ Tamarac, Florida 33321-2401 ■ (954) 724-2450 ■ Fax (954) 724.2408 ■ www,tamarac.org
Equal Opportunity Employer
of Tamarac
& Contracts Division
REQUEST FOR PROPOSALS
RFP 04-14R
MEDICAL BILLING SERVICES
I. INTRODUCTION
The City is soliciting proposals on behalf of the Tamarac Fire Rescue Department to obtain
the services of a qualified firm to administer, process and collect the costs of transporting
Emergency Medical Services (EMS) patients.
II. INFORMATION
For information pertaining to this Request for Proposals (RFP), contact Purchasing
at (954) 724-2450 or Assistant Fire Chief Paul Forsberg at (954) 724-2528. Such
contact shall be for clarification purposes only. Material changes, if any, to the scope
of services or proposal procedures will be transmitted only by written addendum.
It is preferred that all questions be submitted in writing, either via fax or email. Fax
questions to (954) 724-2408 or email to purchasing tamarac.orq.
III. SCHEDULE OF EVENTS
The schedule of events related to this Request for Proposals shall be as follows:
RFP Document issued
March 22, 2004
Deadline for Receipt of Proposals
April 28, 2004
Evaluation of Proposals
May 10, 2004
Presentations by Short-listed Proposers (if applicable)
May 25, 2004
Final Ranking of Firms
May 28, 2004
Anticipated Award by Commission
June 23, 2004
All dates are tentative. City reserves the right to change scheduled dates.
IV. GENERAL TERMS AND CONDITIONS
These General Terms and Conditions apply to all offers made to the City of Tamarac by all
prospective Proposers, including but not limited to, Requests for Quotes, Requests for
Proposal and Requests for Bid. As such the words "bid", "proposal' and "offer" are used
interchangeably in reference to all offers submitted by prospective Proposers. The City of
Tamarac reserves the right to reject any or all proposals, to waive any informalities or
irregularities in any proposals received, to re -advertise for proposals, to enter into contract
negotiations with the selected Proposer or take any other actions that may be deemed to
be in the best interest of the City of Tamarac.
City of Tamarac
1.
PA
3.
rurcHa5i+�g & Gorn.acf. G____ n
INSTRUCTIONS TO OFFERORS
STANDARD TERMS AND CONDITIONS
RFP 04-14R
DEFINED TERMS
Terms used in these Instructions to Offerors are defined as follows:
1.1. "Offeror"- one who submits a Proposal in response to a solicitation, as distinct
from a Sub -Offeror, who submits a Proposal to the Offeror.
1.2. "Proposer''- one who submits a Proposal in response to a solicitation. The
terms "Offeror" and "Proposer" are used interchangeably and have the same
meaning.
1.3. "Successful Offeror" - the qualified, responsible and responsive Offeror to
whom City (on the basis of City's evaluation as hereinafter provided) makes an
award.
1.4. "City" - the City of Tamarac, a municipal corporation of the State of Florida.
1.5. "Proposal Documents" - the Request for Proposals, Instructions to Offerors,
Offerors Qualifications Statement, Non -Collusive Affidavit, Certified Resolution,
Vendor Drug -Free Workplace, Offeror's Proposal, Proposal Security and
Specifications, if any, and the proposed Contract Documents (including all
Addenda issued prior to opening of Proposals).
1.6. "Contractor" - the individual(s) or firm(s) to whom the award is made and who
executes the Contract Documents.
SPECIAL CONDITIONS
Any and all Special Conditions that may vary from the General Conditions shall have
precedence.
EXAMINATION OF CONTRACT DOCUMENTS AND SITE
3.1. Before submitting a Proposal, each Offeror must visit the site (if applicable) to
familiarize himself with the facilities and equipment that may in any manner
affect cost or performance of the work; must consider federal, state and local
laws, ordinances, rules and regulations that may in any manner affect cost or
performance of the work, must carefully compare the Offeror's observations
made during site visits or in review of applicable laws with the Proposal
Documents; and must promptly notify the Purchasing and Contracts Manager of
all conflicts, errors and discrepancies, if any, in the Proposal Documents.
3.2. The Offeror, by and through the submission of a Proposal, agrees that Offeror
shall be held responsible for having examined the facilities and equipment (if
applicable); familiarized himself with the nature and extent of the work and any
local conditions that may affect the work, and is familiar with the equipment,
materials, parts and labor required to successfully perform the work.
of Tamarac
Pur(.ha.sinq & contracts Civision
4. SCOPE OF WORK
4.1. The apparent silence of the requirements as to any detail, or the apparent
omission of a detailed description concerning any point, shall be regarded as
meaning that only the best commercial practice is to prevail, and that only
material and workmanship of the finest quality is to be used. All interpretations
of the specifications shall be made on the basis of this statement.
4.2. For the purpose of evaluation, the Offeror must indicate any variance or
exceptions to the stated requirements, no matter how slight. Deviations should
be explained in detail. Absence of variations and/or corrections will be
interpreted to mean that the Offeror meets all the requirements in every respect.
5. INTERPRETATIONS AND ADDENDA
If the Offeror is in doubt as to the meaning of any of the Proposal Documents, believes
that the General Conditions, Special Conditions and/or Technical Specifications contain
errors, contradictions or obvious omissions, or has any questions concerning the
information contained in the RFP documents, the Offeror shall submit a written request
to the Purchasing Office for interpretation or clarification. Such request must reference
RFP name and number, and should be received by the Purchasing Office at least ten
(10) calendar days prior to the Proposal opening date. Questions received less than
ten (10) calendar days prior to the Proposal opening may not be answered.
Interpretations or clarifications in response to such questions will be issued in the form
of a written addendum transmitted via either fax or email to all parties recorded by the
Purchasing Office as having received the Proposal Documents. The issuance of a
written addendum shall be the only official method whereby such an interpretation or
clarification will be made.
6. COSTS AND COMPENSATION
6.1. Costs and compensation shall be shown in both unit prices and extensions
whenever applicable. In the event of discrepancies existing between unit prices
and extensions or totals, the unit prices shall govern.
6.2. All costs and compensation shall remain firm and fixed for acceptance for 60
calendar days after the day of the Proposal opening.
6.3. The price proposal shall include all franchise fees, royalties, license fees, etc.,
as well as all costs for transportation or delivery as applicable within the scope
of the solicitation.
7. NON -COLLUSIVE AFFIDAVIT
Each Offeror shall complete the Non -Collusive Affidavit form and shall submit the form
with their Proposal. City considers the failure of the Offeror to submit this document to
be a major irregularity, and may be cause for rejection of the Proposal.
8. PUBLIC ENTITY CRIMES
In accordance with Florida Statutes 287.133 2 a : 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
City of Tama ., -
Purchasing & Contracts Division
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 Florida Statutes §287.017 for Category Two, for a period of 36 months
from the date of being placed on the convicted vendor list.
9. CONFLICT OF INTEREST
The award of any contract hereunder is subject to the provisions of Chapter 112,
Florida Statutes. Offerors must disclose with their Proposal the name of any officer,
director, partner, proprietor, associate or agent who is also an officer or employee of
City or any of its agencies. Further, all Offerors must disclose the name of any officer
or employee of City who owns, directly or indirectly, an interest of five percent (5%) or
more in the Offeror's firm or any of its branches or affiliate companies.
10. PERFORMANCE BONDS AND INSURANCE
Upon award of a contract, the Successful Offeror, as required within the scope of the
solicitation, may be required to submit performance bonds and/or payment bonds.
Offeror shall provide certificates of insurance in the manner, form and amount(s)
specified.
11. SUMMARY OF DOCUMENTS TO BE SUBMITTED WITH PROPOSALS
The following is a summary of documents to be submitted by each Offeror:
a. Proposal
b. Certification Form
C. Certified Resolution Form (or firm's own Corporate Resolution)
d. Offeror's Qualifications Statement Form
e. Vendor Drug Free Workplace Form
f. Non -Collusive Affidavit Form
g. Proof of applicable insurance
12. SUBMISSION OF PROPOSALS
12.1. Proposals must be typed or printed in ink. Use of erasable ink is not permitted.
All corrections to prices made by the Offeror must be initialed.
12.2. Proposals must contain a manual signature of a corporate officer or designee
with the proven authority to bind the firm in matters of this nature. The address
and telephone number for any communications regarding the Proposal must be
included.
12.3. Proposals shall contain an acknowledgment of receipt of all addenda.
12.4. Proposals by corporations must be executed in the corporation's legal name by
the President or other corporate officer, accompanied by evidence of authority
to sign. Evidence of authority shall be provided on the enclosed Certified
Resolution form, or by the company's own Corporate Resolution.
5
of Tamarac �� Por chz rrq 3 �ortracts Division
12.5. Proposals by partnerships must be executed in the partnership name and
signed by a partner, whose title must appear under the signature.
12.6. Proposals shall be submitted to the Purchasing Office on or before the time
indicated in the Request for Proposals. Proposals shall be submitted in a sealed
envelope (faxed proposals will not be accepted under any circumstances). The
envelope should be clearly marked on the exterior with the applicable
solicitation name and number. The envelope should state the name and
address of the Offeror and should be include all documents as specified in the
Request for Proposals. Purchasing and Contracts Division staff is not
responsible for the premature opening of a Proposal that is not properly
addressed and identified.
12.7. In accordance with Florida Statutes, Chapter §119.07(1)(a) and except as may
be provided by other applicable state and federal law, the Request for
Proposals and the responses thereto are in the public domain. However,
Proposers are requested to specifically identify in the submitted Proposal any
financial information considered confidential and/or proprietary which may be
considered exempt under Florida Statute §119.07(t).
12.8. All Proposals received from Offerors in response to the Request for Proposals
will become the property of City and will not be retumed. In the event of
Contract award, all documentation produced as part of the Contract shall
become the exclusive property of City.
12.9. The Proposer preparing a submittal in response to this RFP shall bear all
expenses associated with its preparation. The Proposer shall prepare a
submittal. with the understanding that no claim for reimbursement shall be
submitted to the City for the expense of proposal preparation and/or
presentation.
13. MODIFICATION AND WITHDRAWAL OF PROPOSALS
13.1. Proposals may be modified or withdrawn by a duly executed document signed
by a corporate officer or other employee with designated signature authority.
Evidence of such authority must accompany the request for withdrawal or
modification. The request must be delivered to the Purchasing Office at any
time prior to the deadline for submitting Proposals. Withdrawal of a Proposal
will not prejudice the rights of an Offeror to submit a new Proposal prior to the
Proposal opening date and time. No Proposal may be withdrawn or modified
after the date of proposal opening has passed.
13.2. If, within twenty-four (24) hours after Proposals are opened, any Offeror files a
duly signed, written notice with the Purchasing Office, and within five (5)
calendar days thereafter demonstrates to the reasonable satisfaction of City, by
clear and convincing evidence, that there was a material and substantial
mistake in the preparation of its Proposal, or that the mistake is clearly evident
on the face of the Proposal, but the intended correct Proposal is not similarly
evident, Offeror may withdraw its Proposal and any bid security will be returned.
Thereafter, the Offeror will be disqualified from further bidding on the subject
Contract.
V +yam
City of Tamar- c r. Di L! 8 lf7C& contracts Division
t
14. REJECTION OF PROPOSALS
14.1. To the extent permitted by applicable state and federal laws and regulations,
City reserves the right to reject any and all Proposals, to waive any and all
informalities not involving price, time or changes in the work with the Successful
Offeror, and to disregard all nonconforming, non -responsive, unbalanced or
conditional Proposals. Proposals will be considered irregular and may be
rejected if they show serious omissions, alterations in form, additions not called
for, conditions or unauthorized alterations, or irregularities of any kind.
14.2. City reserves the right to reject the Proposal of any Offeror if City believes that it
would not be in its best interest of to make an award to that Offeror, whether
because the Proposal is not responsive, the Offeror is unqualified, of doubtful
financial ability, or fails to meet any other pertinent criteria established by City
within the scope of the solicitation.
15. QUALIFICATIONS OF PROPOSERS
15.1. Each Offeror shall complete the Offeror's Qualifications Statement and submit
the form with the Proposal. Failure to submit the Offeror's Qualifications
Statement and the documents required thereunder may constitute grounds for
rejection of the Proposal.
15.2. As a part of the Proposal evaluation process, City may conduct a background
check which may include a records check by the Broward Sheriffs Office.
Offeror's submission of a Proposal constitutes acknowledgement of the process
and consent to such investigation.
15.3. No proposal shall be accepted from, nor will any contract be awarded to, any
person who is in arrears to City for any debt or contract, who is a defaulter, as
surety or otherwise, of any obligation to City, or who is deemed irresponsible for
unreliable by City. City will be the sole judge of said determination.
15.4. City reserves the right to make a pre -award inspection of the Offeror's facilities
and equipment prior to award of Contract.
15.5. Employees of the Proposer shall at all times be under its sole direction and
not an employee or agent of the City. The Proposer shall supply competent
and physically capable employees. The City may require the Proposer to
remove an employee it deems careless, incompetent, insubordinate or
otherwise objectionable. Proposer shall be responsible to the City for the
acts and omissions of all employees working under its directions.
16. INSURANCE
16.1. Offeror agrees to, in the performance of work and services under this
Agreement, comply with all federal, state, and local laws and regulations now
in effect, or hereinafter enacted during the term of this agreement that are
applicable to Offeror, its employees, agents, or subcontractors, if any, with
respect to the work and services described herein.
of Tamarac
._.... Ptir h-_ r. 8 G ,r.uact„ Division
16.2. Offeror shall obtain at Offeror's expense all necessary insurance in such form
and amount as required.by the City's Risk Manager before beginning work
under this Agreement. Offeror shall maintain such insurance in full force and
effect during the life of this Agreement. Offeror shall provide to the City's Risk
Manager current certificates of all insurance required under this section prior
to beginning any work under this Agreement.
16.3. Offeror shall indemnify and save the City harmless from any damage
resulting to it for failure of either Offeror or any Sub -Offeror to obtain or
maintain such insurance.
16.4. The following are required types and minimum limits of insurance coverage,
which the Offeror agrees to maintain during the term of this contract:
Line of Business/ Coverage
Commercial General Liability
Including:
Premises/Operations
Contractual Liability
Personal Injury
Explosion, Collapse, Underground Hazard
Occurrence Aggregate
$1,000,000 $1,000,000
Products/Completed Operations
Broad Form Property Damage
Cross Liability and Severability of Interest Clause
Automobile Liability $1,000,000 $1,000,000
Workers' Compensation & Employer's Statutory
Liability
16.5. The City reserves the right to require higher limits depending upon the
scope of work under this Agreement.
16.6. Neither Offeror nor any Sub -Offeror shall commence work under this
contract until they have obtained all insurance required under this section
and have supplied the City with evidence of such coverage in the form of
an insurance certificate and endorsement. The Offeror will ensure that all
Sub -Offerors will comply with the above guidelines and will maintain the
necessary coverages throughout the term of this Agreement.
16.7. All insurance carriers shall be rated at least A-VII per Best's Key Rating
Guide and shall be licensed to do business in Florida. Policies shall be
"Occurrence" form. Each carrier will give the City sixty (60) days notice
prior to cancellation..
16.8. The Offeror's liability insurance policies shall be endorsed to add the City of
Tamarac as an "additional insured". The Offeror's Workers' Compensation
carrier will provide a Waiver of Subrogation to the City.
City oI Tamarac P rr, r 70 8 C:ar.trac.s Gr risrorr
16.9. The Offeror shall be responsible for the payment of all deductibles and self -
insured retentions. The City may require that the Offeror purchase a bond
to cover the full amount of the deductible or self -insured retention.
16.10. If the Offeror is to provide professional services under this Agreement, the
Offeror must provide the City with evidence of Professional Liability
insurance with, at a minimum, a limit of $1,000,000 per occurrence and in
the aggregate. "Claims -Made" forms are acceptable for Professional
Liability.
16.11. The Successful Offeror agrees to perform the work under the Contract as
an independent contractor, and not as a subcontractor, agent or employee
of City.
17. INDEMNIFICATION
17.1. To the fullest extent permitted by laws and regulations, Successful Offeror shall
indemnify, defend, save and hold harmless the City, its officers, elected officials,
agents and employees from any and all claims, damages, losses, liabilities and
expenses, direct, indirect, consequential or inconsequential, arising out of or
alleged to have arisen out of the products, goods or services furnished by, or
the operations of, the Successful Offeror or its subcontractors, agents, officers,
employees or independent contractors pursuant to the Contract, specifically
including, but not limited to, those caused by or arising out of the following
conditions:
17.1.1 any act, omission or default of the Successful Offeror and/or its
subcontractors, agents, servants or employees in the provision of the
goods and/or services under the Contract;
17.2.1 any and all bodily injuries, sickness, disease or death;
17.3.1 injury to or destruction of tangible property, including the loss of use
resulting therefrom;
17.4.1 the use of any improper materials;
17.5.1 a defective condition in any goods provided pursuant to the Contract,
whether patent or latent;
17.6.1 the violation of any federal, state, county or municipal laws,
ordinances or regulations by Successful Offeror, its subcontractors,
agents, servants, independent contractors or employees;
17.7.1 the breach or alleged breach by Successful Offeror of any term,
warranty or guarantee of the Contract.
17.2. The Successful Offeror shall pay all claims, losses, liens, settlements or
judgments of any nature whatsoever in connection with the foregoing
indemnifications including, but not limited to, reasonable attorney's fees
(including appellate attorney's fees) and costs.
w
of i ainatac F Purc;hasir7c & Contracts Division
17.3. City reserves the right to select its own legal counsel to conduct any defense in
any such proceeding and all costs and fees associated therewith shall be the
responsibility of Successful Offeror under the indemnification agreement.
Nothing contained herein is intended nor shall it be construed to waive City's
rights and immunities under the common law or Florida Statute 768.28 as
amended from time to time.
18. WARRANTIES
18.1. Successful Offeror warrants to City that the consummation of the work provided
for in the Contract documents will not result in the breach of any term or
provision of, or constitute a default under any indenture, mortgage, contract, or
agreement to which Successful Offeror is a party.
18.2. Successful Offeror warrants to City that it is not insolvent, it is not in bankruptcy
proceedings or receivership, nor is it engaged in or threatened with any
litigation, arbitration or other legal or administrative proceedings or
investigations of any kind which would have an adverse effect on its ability to
perform its obligations under the Contract.
18.3. Successful Offeror warrants to City that it will comply with all applicable federal,
state and local laws, regulations and orders in carrying out its obligations under
the Contract.
18.4. All warranties made by Successful Offeror together with service warranties and
guarantees shall run to City and the successors and assigns of City.
19. NON-DISCRIMINATION AND EQUAL OPPORTUNITY EMPLOYMENT
During the performance of the Contract, the Successful Offeror shall not discriminate
against any employee or applicant for employment because of race, religion, color, sex
or national origin. The Successful Offeror will take affirmative action to ensure that
employees are treated during employment, without regard to their race, creed, color, or
national original. Such action must include, but not be limited to, the following:
employment, upgrading; demotion or transfer; recruitment or recruitment advertising,
layoff or termination; rates of pay or other forms of compensation; and selection for
training, including apprenticeship. The Successful Offeror(s) shall agree to post in
conspicuous places, available to employees and applicants for employment, notices to
be provided by the contracting officer setting forth the provisions of this
nondiscrimination clause.
20. TAXES
Successful Offeror shall pay all applicable sales, consumer use and other similar taxes
required by law.
21. PERMITS, FEES AND NOTICES
Successful Offeror shall secure and pay for all permits and fees, licenses and charges
necessary for the proper execution and completion of the work, if applicable. The costs
of all permits, fees, licenses and charges shall be included in the Price Proposal except
where expressly noted in the specifications.
10
9
Gitv o(Tarnar;:� P;;rr.',asrr,g & Contract: Ji0sion
22. TERMINATION FOR CAUSE AND DEFAULT
22.1. in the event Successful Offeror shall default in any of the terms, obligations,
restrictions or conditions in any of the Proposal documents, City shall give
written notice by certified mail, return receipt requested to Successful Offeror of
the default and that such default shall be corrected, or the actions taken to
correct such default, shall be commenced within seven (7) calendar days
thereof. In the event Successful Offeror has failed to correct the conditions of
default or the default is not remedied to the satisfaction and approval of City,
City shall have all legal remedies available to it, including, but not limited to
termination of the Contract, in which case Successful Offeror shall be liable for
all procurement or re -procurement costs, and any and all damages permitted by
law arising from the default and breach of the Contract.
22.2. Failure on the part of the Proposer to comply with the conditions, terms,
specifications and requirements of the RFP shall be just cause for the
cancellation of the RFP award. The City may, by written notice to the
Proposer, terminate the contract for failure to perform. The date of
termination shall be stated in the notice. The City shall be the sole judge of
non-performance.
23. TERMINATION FOR CONVENIENCE OF CITY
Upon seven (7) calendar days written notice delivered by certified mail, return receipt
requested, to Successful Offeror, City may without cause and without prejudice to any
other right or remedy, terminate the agreement for City's convenience whenever City
determines that such termination is in the best interests of City. Where the agreement
is terminated for the convenience of City, the notice of termination to Successful Offeror
must state that the Contract is being terminated for the convenience of City under the
termination clause and the extent of termination. Upon receipt of the notice of
termination for convenience, Successful Offeror shall promptly discontinue all work
and, to the extent indicated on the notice of termination, shall terminate all outstanding
subcontracts and purchase orders as they relate to the terminated portion of the
Contract, shall refrain from placing further orders and/or contracting with
subcontractors, and shall complete any continued portions of the work.
24. AUDIT RIGHTS
City reserves the right to audit the records of Successful Offeror, relating to this
contract, at any time during the term of the Contract, and for a period of three (3) years
after completion of contract. If required by City, Successful Offeror shall agree to
submit to an audit by an independent Certified Public Accountant selected by City.
Successful Offeror shall allow City to examine and review the records of Successful
Offeror at any and all times during normal business hours during the term of the
Contract.
25. ASSIGNMENT
25.1. Successful Offeror shall not assign, transfer or subject the Contractor its rights,
title, interests or obligations therein without City's prior written approval.
of Tamarac PwT.i�asing & G:ntracts Division
25.2. Violation of the terms of this paragraph shall constitute a breach of the Contract
by Successful Offeror and City may, at its discretion, cancel the Contract. All
rights, title, interest and obligations of Successful Offeror shall thereupon cease
and terminate.
GOVERNING LAW:
THE LAWS OF THE STATE OF FLORIDA SHALL GOVERN THIS CONTRACT. VENUE
SHALL BE BROWARD COUNTY, FLORIDA.
12
9
of Tar aiac1. Porchas:na & Contracts Division
,
V. STATEMENT OF WORK
A. SCOPE OF PROPOSAL
The purpose of this Request for Proposals.is to obtain the services of a qualified firm
to administrate the task of processing, invoicing and collecting the costs for
transporting Emergency Medical Service (EMS) patients on behalf of the City of
Tamarac Fire Rescue Department, in conformity with the requirements contained
herein.
The City is seeking a contract for an initial term of three (3) years, with two (2)
additional two-year renewal terms based upon satisfactory performance and mutual
agreement of both parties.
The City of Tamarac provides Basic Life Support (BLS) and Advanced Life Support
(ALS) services to the citizens and visitors of Tamarac, and bills for medical services
rendered by the Fire Rescue Department. Annual transports are estimated to
exceed 5,900 per year.
Charges have been established for Advanced Life Support Transport, Basic Life
Support Transport, mileage and civil assists. The Fire Rescue Department is
projecting this fee structure to result in greater than $2 million in annual gross
billings. During the past three years, collections from Medicaid have been
approximately 2% of total collections.
B. SERVICES TO BE PROVIDED
Invoice patient and/or other third party responsible for payment of services
rendered in accordance with time frames as stated herein.
2. Collection and generation of any and all insurance forms, filings and record
maintenance.
3. Provide HIPAA privacy practices requirements to all patients transported.
4. Provide and administer a compliance program to ensure compliance with all
State and Federal regulations.
5. Provide the City's Finance Department with all monthly finance, billing and
receivable reports as stated herein.
6. Provide a Customer Service Representative to assist patients and/or other
third party payors in all billing inquiries in a timely fashion as specified herein.
7. Conduct any follow up required to obtain the necessary insurance information
to process invoices for payment.
C. MINIMUM REQUIREMENTS
Successful Proposer shall accept hard copy or electronically transmitted
information.
2. Successful Proposer shall be responsible for invoicing, collection, and
generation of any and all insurance forms, insurance filings, records
13
City of Tamarac Ptirchasing & Contracts Division
maintenance, and preparation of standard and/or custom reports, as
requested or required by City.
D. CONTRACTOR RESPONSIBILITIES
When preparing invoices, the Successful Proposer shall include the following
information on every invoice:
a. Account number.
b. Invoice number and date.
C. Name of transported patient.
d. Name of responsible party, if different from patient.
e. Complete patient address.
f. Date of transport.
g. Location of transport (address or location patient was transported
from).
h. Destination of transport (hospital or other facility).
i. Detailed cost of transport by line item.
j. Incident number ("Run" number provided by Tamarac Fire Rescue).
2. The invoice will also contain a message stating "This is an invoice for
services provided by the City of Tamarac". Sample invoices should be
included with proposals.
3. All invoicing and reporting systems shall be computerized. Provide computer
operating system information, hardware configuration and software used.
4. Mail invoices to patients within five (5) days of receipt of patient information
from Tamarac Fire Rescue. This mailing shall include a pre-printed return
payment envelope, with the payment address specified by the City of
Tamarac.
5. Second notices shall be sent to patient, in the event of non -response to initial
invoice, at thirty-five day intervals. Third notices shall be sent at sixty-five day
intervals. Provide samples of second and third notices.
6. Provide Electronic Claims Processing for Medicare and Medicaid.
i. Mail or electronically process applicable insurance forms to third party payors
as required or requested by the patient. Either method shall include
information on where to send payments to City of Tamarac.
8. Post all payments as received by the City's bank through the lock box.
9. Invoice the City on a monthly basis for services rendered based on flat fee for
Medicaid and percentage of other fees collected, as indicated on Price
Proposal page included herein.
10. Respond promptly to all patient requests and inquiries, whether written or
verbal.
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of Tatna/u
purchasing & contracts civision
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i
11. Comply with all applicable Federal, state and local laws as they apply to the
services being provided, such as, but not limited to, the Federal Debit
Collection Practices Law. This further includes all requirements to maintain
confidentiality for all medical and patient information as referenced in state
and local laws, ordinances and/or regulations.
12. Negotiate and arrange modified payment schedules for those individuals
unable to pay the full amount at time of initial billing.
13. Maintain any and all documentation, records and patient information in a safe
and secure manner that will allow inspection and audit by the City of Tamarac
or its agents upon proper notification and within the scope of the awarded
Contract.
14. Provide the City with a report of all accounts past due more than 180 days
(except where a modified payment schedule has been arranged), including
all pertinent facts regarding said accounts. Accounts past due for more than
one year may be withdrawn from the Successful Proposer and returned to
the City of Tamarac for further collection.
15. Verify, correct and maintain accurate billing address information for all
transported patients
16. Maintain a working arrangement with all of the Tamarac Fire Rescue -
serviced hospitals wherein said hospitals provide copies of patient run sheets
for each transport to their respective facilities.
17. Include a citizen satisfaction survey and a return, self-addressed, postage
paid envelope with each invoiced mailed. This survey shall be no more than
one 8'h x 11 page.
RESPONSIBILITIES OF THE CITY OF TAMARAC
1. The City of Tamarac will provide the necessary patient information to the
Successful Proposer on a weekly basis, for all transported patients within the
specified time frame.
2. The City of Tamarac will comply with all Federal, State and local laws, rules
and regulations as applicable to the contracted services.
3. The City of Tamarac will agree to use the Successful Proposer exclusively for
the services specified herein as long as the contract term is current and in
force.
4. The City of Tamarac will make every effort to obtain the proper billing
address for all billable patients prior to forwarding said information to the
Successful Proposer.
:'5
of Tamarac Purchasing d Contracts Division
F. DELIVERABLES
1. Distribution of Charges and Collections — This report will track the changes,
payments and financial class mix of all patients for a given month. Provide
sample.
2. Aged Receivable Report — This report will have outstanding invoices sorted
by date with amounts for thirty days, sixty days and ninety days. This report
will provide totals for these categories.
3. New Charges Alpha Listing— This report lists all invoices alphabetically by
patient name or responsible payor. Provide sample.
4. Monthly Payment Listing - This report lists payment, bad checks, charge offs,
write offs and refunds posted to each patient's account. Provide sample
5. Check Edit Listing - This report lists all patients due refunds as a result of
overpayment of account. Provide sample.
6. Additional reports as required or requested by City.
G. PERFORMANCE SCHEDULE
1. Pricing should reflect costs for services during the initial three (3) year
contract term, from October 1, 2004 to September 30, 2007. The Price
Proposal should reflect the total costs for all services and should detail the
different fees for each service.
2. The Proposer shall include sample invoices and the messages that will be
used on 35- and 65-day notices as part of the submittal. All invoice and
notice text, layout, color of ink and paper stock is subject to approval by City.
VII. PROPOSAL SELECTION
The City Manager will appoint an Evaluation and Selection Committee to review Proposals.
The City reserves the right to select the Proposer who represents the best value, and to
accept or reject any proposal submitted in response to this solicitation. The City's
Evaluation and Selection Committee will act in what they consider to be the best interest of
the City and its residents.
Price shall not be the sole determining factor for selection, as indicated in the following
section.
VIII. EVALUATION OF PROPOSALS
A. Evaluation Method and Criteria
A Selection/Negotiation Committee has been appointed by the City Manager and will
be responsible for selecting the most qualified firm and then negotiating a contract.
The Proposers with the highest -ranked submittals may be asked to make a detailed
presentation of their product/service to the Evaluation and Selection Committee.
16
s
ofTamarc:c Purchasing ContractsDivision
All Proposers are advised that in the event of receipt of an adequate number of
Proposals which in the opinion of the Evaluation Committee require no clarification
and/or supplementary information, such Proposals may be evaluated without
discussion. Hence, proposals should be initially submitted on the most complete and
favorable terms which Proposers are capable of offering to the City.
After presentations, firms will be assigned a final score, with the highest -ranked firm
moving forward to the negotiation phase. Upon successful negotiation, a
recommendation for award will be considered by the City Commission. No work on
this project shall proceed without written authorization from the City of Tamarac.
The City reserves the right to enter into contract negotiations with the selected
Proposer. If the City and the selected Proposer cannot negotiate a successful
contract, the City may terminate such negotiations and begin negotiations with the
next selected Proposer. No Proposer shall have any rights against the City arising
from such negotiations.
The City's evaluation criteria may include, but shall not be limited to, the following:
1. Qualifications
a. Verification of availability of qualified personnel.
K
3.
4.
b. Verification of availability of equipment.
C. Ability to meet set standards.
d. Expertise of staff.
e. Qualifications of the firm.
f. Experience.
g. References from other municipalities providing similar services.
Technical
a. Understanding of the requirements.
b. Approach.
C. Technical soundness of the proposal.
d. Proposed scope of work.
Financial
a. Cost Effectiveness.
b. Reasonableness of proposed price.
C. Evidence of insurance and/or bonding.
Other
a. Location of firm (within Tri-County area of Miami -Dade, Broward
and Palm Beach Counties).
b. Previous contracting experience with the City, if any.
C. Performance under past contracts with the City, if any.
17
City of Tamarac Purchasing & rrrt acts Division
__ 1 � . ........ � _.._._ e __ _ I......-I
B. Weighted Criteria
Points will be assigned to each proposal based on the following weighted criteria,
CRITERIA MAXIMUM POINTS
1.
Expertise/Qualifications
20 points
2.
Experience in Stated Criteria/Medical Billing
20 points
3.
Governmental/Municipal Experience
25 points
4.
Technology and Equipment Availability
10 points
5.
Collection Philosophy
10 points
6.
Price
10 points
7.
Location — Office within the Tri-County Area
5 points
These weighted criteria are provided to assist Proposers in the allocation of their
time and efforts during the proposal preparation process. The criteria also guide the
Evaluation Committee during the short -listing and final ranking of proposers by
establishing a general framework for those deliberations.
Once the Proposals are evaluated, a "short-list" may be selected to make
presentations to the Evaluation and Selection Committee, prior to a recommendation
for award.
C. PRESENTATIONS
The short-listed Proposers may be requested to make presentations to the
Committee. The City may require additional information after evaluation of the
submittals, and Proposers agree to furnish such information upon the City's request.
D. RIGHT TO REJECT PROPOSALS
To the extent permitted by applicable state and federal laws and regulations, City
reserves the right to reject any and all Proposals, to waive any and all informalities not
involving price, time or changes in the work, and to disregard all nonconforming, non-
responsive, unbalanced or conditional Proposals. Proposals will be considered
irregular and may be rejected if they show serious omissions, alterations in form,
additions not called for, conditions, unauthorized alterations, or irregularities of any
kind.
City reserves the right to reject any Proposal if City believes that it would not be in its
best interest to make an award to a particular Proposer, either because the Proposal is
not responsive, the Proposer is unqualified, of doubtful financial ability, or fails to meet
any other pertinent criteria established by City within the scope of this solicitation.
CONTACT WITH PERSONNEL OF THE CITY OF TAMARAC OTHER THAN THE
PURCHASING AND CONTRACTS MANAGER OR DESIGNATED REPRESENTATIVE
REGARDING THEIR REQUEST FOR PROPOSALS MAY BE GROUNDS FOR
ELIMINATION FROM THE SELECTION PROCESS.
7s
City of Tamarac
R I "Committed to Excellence... Always"
Purchasing and
Contracts Division
ADDENDUM NO. 1
REQUEST FOR PROPOSALS
RFP 04.14R
MEDICAL BILLING SERVICES
DATE OF ADDENDUM: APRIL 20, 2004
ALL POTENTIAL PROPOSERS:
PLEASE NOTE:
Please include five (5) copies of your Proposal in addition to an Original
submittal.
All other terms and conditions remain the same as of this date.
This addendum should be signed and returned with your Proposal.
NAME OF PROPOSER:
SIGNATURE: `` :. — DATE:
7525 NW Bath Avenue ■ Tamarac, Florida 33321-2401 ■ (954) 724-2450 ■ Fax (954) 724-2408 ■ www,tomarac.org
Equal Opportunity Employer
Purchasing and
Contracts Division
City of Tamarac
"Committed to Excellence... Always"
ADDENDUM NO. 2
REQUEST FOR PROPOSALS
RFP 04-14R
MEDICAL BILLING SERVICES
DATE OF ADDENDUM: APRIL 27, 2004
ALL POTENTIAL PROPOSERS:
PLEASE NOTE:
The Due Date for Proposal submissions has been extended until Tuesday,
May 4, 2004, at 4:00 P.M. local time.
The following questions have been submitted for clarification. The clarifications are
shown in bold faced type.
1. Please provide the number of Billable Transports (calls) for each of the past two
(2) years.
September 2001-August 2002 — 5,490 billable transports
September 2002-August 2003 — 5,893 billable transports
2. Please provide GROSS CHARGES and COLLECTIONS (RECEIPTS) for the
past two (2) years.
(Estimates):
September 2001-August 2002 — $1,745,399.00 gross and $1,496,003.00
collected to date.
September 2002-August 2003 -- $2,087,191.00 gross and $1,444,860.00
collected to date.
3. Please provide the current Payor mix (by percentage if available).
(i.e.Medicare/Medicaid/Private Ins./Self Pays)
The following are approximate values; however, each month's values
change as revenues are added and subtracted in each category.
7525 NW 88th Avenue ■ Tamarac, Florida 33321-2401 ■ (954) 724-2450 ■ Fax (954) 724-2408 w www.tomarac.org
Equal Opportunity Employer
City of Tamarac Purchasing & Contracts Division
Self pay:
3.5%
Medicaid:
2%
Medicare:
34.5%
Insurance:
60%
Total:
100%
4. Please provide a listing of your current rates (fees) charged. (i.e.
ALS/BLS/Oxygen/Mileage/IV/Medications)
BLS: $310.00
ALS: $336.00
Per mile: $7.00
Non -emergency patient assist fee (after 3 such assists in a six month
period) - $50.00
No charge for Oxygen, IV Meds, etc.
There is a new fee proposal for FY05, not yet passed. The rates for this period,
however, are anticipated to be as follows:
BLS:
$360.00
ALS1:
$400.00
ALS2:
$500.00
Mileage:
$7.25
All other terms and conditions of this Request for Proposals remain the same as of this
date.
This addendum should be signed and returned with your Proposal.
NAME OF PROPOSER:
SIGNATURE: DATE:_ ILL
ofTar3.41 01,
Pu chasir & +.Cntrrcis
PROPOSAL FORM
RFP 04-14R
MEDICAL BILLING SERVICES
PROPOSAL PRICE
1. Flat Fee Percentage of 7.0°/---—r-- % to administer billing and collections
iesS -(,nox' GtE?�;¢ ` 2�C��w+c�►tifk
2. Flat Rate of $ 150.00 per month for Medicaid.
�je� iC.tit `L PAR-T F '' a �7f7� C5c -fe r Gc1 "J1je+e ri, i t1
SUBMITTED BY:
Advanced Data Processing, Inc.
Company Name:
Address: 520 NW 165th Street, Suite 201
City: Miami State: FL zip: 33169
Telephone:305-459-0652 FAX: 305-521-0777
Email: dpassaro@emsclaims.com
NOTE: To be considered eligible for award, one (1) original copy of this proposal form
must be submitted with the Proposal.
NO BID INDICATION (IF "NO BID" IS OFFERED):
Please indicate reason(s) why a Proposal is not being submitted at this time.
-------------- --- -
19 ---
I. rR
C h T:3;71Ji(: ' (it(„7151111f � i.+,t7I$Cl^ rnlvl;icrt
CERTIFICATION
THIS DOCUMENT MUST BE SUBMITTED WITH THE BID
We (1), the undersigned, hereby agree to furnish the items)/service(s) described in the
Invitation to Bid. We (1) certify that we(I) have read the entire document, including the
Specifications, Additional Requirements, Supplemental Attachments, Instructions to
Bidders, Terms and Conditions, and any addenda issued. We agree to comply with all of
the requirements of the entire Invitation To Bid.
Indicate which type of organization below,
INDIVIDUAL PARTNERSHIP11 CORPORATION i'J OTHER
If "Other", Explain
Authorized Signature
Vice President- Client Relations
Title
Advanced Data Processing, Inc.
Company Name
520 NW 165th Street, Suite 201
Address
Miami, Florida 33169
City/State/Zip
dpassaro@emsclaims.com
Contact Email address
Donald Passaro
Name (Printed Or Typed)
22-3875190
Federal Employer I.D./Social Security No.
305-459-0652
Telephone
305-521-0777
Fax Number
Donald Passaro
Contact Person
_............
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f T11r,:3rac
_`:_'�Y_ o(; rar::hasrng 3 C_rntract", !7rv,znn
OFFEROR'S QUALIFICATION STATEMENT
The undersigned certifies under oath the truth and correctness of all statements and of
all answers to questions made hereinafter:
SUBMITTED TO: City of Tamarac
Purchasing and Contracts Manager
7525 NW 88"' Avenue
Tamarac, Florida 33321
Advanced Data Processing, Inc.
Company:
Check One
.�.
Contact Name. 49nald-Passaro
�
Corporation
Address: 520 NW 165th Street, Suite 201
_ -___--__-._ ,._�___. __ _ __T ~
Partnership
City, State, Zip Miami, Florida 33169
305-459-0652
Individual
Telephone No-
Fax No, 305-521-0777
00ther
1. State the true, exact, correct and complete name of the partnership,
corporation,
trade or fictitious name under which you do business and the address of the place
of business.
The correct name of the Offeror is:
Advanced Data Processing, Inc.
The address of the principal place of business is:
520 NW 165th Street, Suite 201
Miami, Florida 33169
2. If Offeror is a corporation, answer the following:
a) Date of Incorporation: October 2002
b) State of Incorporation: Delaware
c) President's name:_. Doug Sharron
d) Vice President's name: Don Passaro
e) Secretary's name: Greg Elliot
f) Treasurer's name: Doug Shamon
g) Name and address of Resident Agent: CT corporation
..............
Pane 1 of 5 4ffc-nr s Q401ifirWRY1 SGateme:nf
C: tr, r ;'an+.�rar; i' r''urchasrr (I Z cor rtr s Division
3. If Offeror is an individual or a partnership, answer the following'.
a) Date of organization: N!'°_____._____�_
b) Name, address and ownership units of all partners:
c) State whether general or limited partnership:
4. If Offeror is other than an individual, corporation or partnership, describe the
organization and give the name and address of principals. -
N/A
5. If Offeror is operating under a fictitious name, submit evidence of compliance with
the Florida Fictitious Name Statute. N/A
6. How many years has your organization been in business under its present
business name? _ 20
a) Under what other former names has your organization operated?
None
7. Indicate registration, license numbers or certificate numbers for the businesses or
professions, which are the subject of this Bid. Please attach certificate of
competency and/or state registration.
Occupational License Number 137178-0 Miami -Dade County, Florida
Please refer to Part H. Attachments of this document
fo . _. - ...._ f - c
ocument for a copy of ADPI's occupational license and for a
copy of ADPI :s license to do business in Florida_
8. Have you personally inspected the site of the proposed work?
El YES F-1 NO
9. Do you have a complete set of documents, including drawings and addenda?
EYES NO
10. Did you attend the Pre -Proposal Conference if any such conference was held?
YES NO NIA- No Pre -proposal Conference was held in relation to this RFP.
X
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f'Gl,rnasul3 '4 Contract," Jlvisian
- -
11. Have you ever failed to complete any work awarded to you? If so, state when,
where and why:
No.
12. State the names, telephone numbers and last known addresses of three (3)
owners, individuals or representatives of owners with the most knowledge of work
which you have performed and to which you refer (government owners are
preferred as references).
Name Address Telephone
City of Tamarac- Chief Paul Forsberg 6000 Hiatus Road, Tamarac, FL 33321 954-724-2436
Palm Beach County- Captain John Wilson 50 S Military Trail #101, WPB, FL 33415 561-616-6800
LeeCounty- David Kainrad 14752 Six Mile Cypress Pkwy, Ft. Myers, FL 33912 239-335-1614
Br v d County- An Fosburr, 104 S Flpri a Ave.. Rockledge, FL 32955 321-663-2056
13. Cis the pertinent experience of the key In lvlduals of your organization (continue
on insert sheet, if necessary).
Please refer to Part B: Staff Credentials of the ADPI proposal for qualitfication of all employees.
You may also refer to the resumes that have been included in the Attachments section of this _ —~
document.
14. State the name of the individual who will have personal supervision of the work:
Darryl Hartung
15. State the name and address of attorney, if any, for the business of the Offeror
Smith Gambrell and Russell, LLP.
Suite 3100, Promenade Il, 1230 Peachtree Street, N.E.
_Atlanta, GA 30309-3592
16. State the names and addresses of all businesses and/or individuals who
n an
interest of more than five percent (5/0) of the Offerors business and indicate the
percentage owned of each such business and/or individual:
ADPI Holdings, Inc. owns 100% of Advanced Data Processing, Inc.
17. State the names, addresses and the type of business of all firms that are partially
or wholly owned by Offeror:
None
Pic e 3 n{ 5 - ....-. _.. _.._.._..
C�flerzr'sQ-1ification Statamenf
City of 7_,-,imar,3c & Contrails
-----------
18. State the name of Surety Company Which will be providing the bond, and name
and address of agent:
N/A No Surety Bond was required.
...... ....
...............
19. Bank References:
Bank Address Telephone
Merrill Lynch 45 William Street, Suite 100, Wellesley, MA 02481 800-201-9509
-
Wachovia Bank NC 8502, PO Box 563966, Charlotte, NC 28262-3966 704-427-7199
-- - -------
— -------------
20. Attach a financial statement including Offeror's latest balance sheet and income
statement showing the following items: **Please see the back pocket of the proposal.
a) Current Assets (e.g., cash,.joint venture accounts, accounts receivable, notes
receivable, accrued income, deposits, materials, real estate, stocks and
bonds, equipment, furniture and fixtures, inventory and prepaid expenses):
b) Net Fixed Assets
c) Other Assets
d) Current Liabilities (e-g., accounts payable, notes payable, accrued
expenses, provision for income taxes, advances, accrued salaries, real
estate encumbrances and accrued payroll taxes).
e) Other Liabilities (e.g., capital, capital stock, authorized and outstanding
shares par values, earned surplus, and retained earnings):
21. State the name of the firm preparing the financial statement and date thereof:
Miller, Ray, Healey and Houser Date: 12/31/2003
22. Is this financial statement for the identical organization named on page one?
Fx7YES F NO
23. If not, explain the relationship and financial responsibility of the organization whose
financial statement is provided (e,g., parent -subsidiary).
----------
------ ----
P3, ,7e 4 Of 5 Orferor s Qoafiff3h'oo
City of T an, ai •-ic ?;urfrasirlg & nntre is �rvrs:i n
_
The Offeror acknowledges and understands that the information contained in response
to this Qualification Statement shall be relied upon by owner in awarding the contract
and such information is warranted by Offeror to be true, The discovery of any omission
or misstatement that materially affects the Offeror's qualifications to perform under the
contract shall cause the owner to reject the proposal, and if after the award, to cancel
and terminate the award and/or contract.
Signature �-----~---...---._--__._
ACKNOWLEDGEMENT
OFFEROR'S QUALIFICATION STATEMENT
State of Florida
County of Miami -Dade
On this the 27th day of April 20 i- , before me,
the undersigned Notary Public of the State of Florida, personally appeared
Donald Passaro
(Name(s) of individual(s) who appeared before notary) and
whose name(s) islare Subscribed to within the instrument, and he/she/they
acknowledge that he/she/they executed it.
WITNESS my hand and official seal.
NO RY BLIC, STAT4OFLO
NOTARY PUBLIC �""'" r�'
SEAL OF OFFICE: Vic � �; "= _', ": ,, � ��o-V C M 44A T ua t�s
Ba z"* t
-"• - .• . 1-. (Name of Notary Public: Print,
Stamp, or Type as Commissioned)
V Personally known to me, or
❑ Produced identification:
(Type of Identification Produced)
❑ DID take an oath, or
DID NOT take an oath
Page 5 of 5 Olferz rs :?u3lifir, ikon Statement
�rn
C ; o/ rj.:+,,9r. �c R �ur.aias lid c� Coi l ac fs ?iwlv;.i
VENDOR DRUG -FREE WORKPLACE
Preference may be given to vendors submitting a certification with their bid/proposal
certifying they have a drug -free workplace in accordance with Section 267.087, Florida
Statutes. This requirement affects all public entities of the State and becomes effective
January 1, 1991. The special condition is as follows:
IDENTICAL TIE BIDS - Preference may be given to businesses with drug -free
workplace programs. Whenever two or more bids that are equal with respect to price,
quality, and service are received by the State or by any political subdivision for the
procurement of commodities or contractual services, a bid received from a business that
certifies that it has implemented a drug -free workplace program shall be given
preference in the award process. Established procedures for processing tie bids will be
followed if none of the tied vendors have a drug -free workplace program. In order to have
a drug -free workplace program, a business shall:
1. Publish a statement notifying employees that the unlawful manufacture,
distribution, dispensing, possession, or use of a controlled substance is
prohibited in the workplace and specifying the actions that will be taken against
employees for violations of such prohibition.
2. Inform employees about the dangers of drug abuse in the workplace, the
business's policy of maintaining a drug -free workplace, any available drug
counseling, rehabilitation, and employee assistance programs, and the penalties
that may be imposed upon employees for drug abuse violations.
3. Give each employee engaged in providing the commodities or contractual
services that are under bid a copy of the statement specified in subsection (1).
4. In the statement specified in subsection (1), notify the employees that, as a
condition of working on the commodities or contractual services that are under
bid, the employee will abide by the terms of the statement and will notify the
employer of any conviction of, or plea of guilty or nolo contendere to, any
violation of chapter 893 or of any controlled substance law of the United States or
any state, for a violation occurring in the workplace no later that five (5) days
after each conviction.
5. Impose a section on, or require the satisfactory participation in a drug abuse
assistance or rehabilitation program if such is available in the employee's
community, by any employee who is so convicted.
6, Make a good faith effort to continue to maintain a drug -free workplace through
implementation of this section. As the person authorized to sign the statement, I
<:: ify that this form complies fully with the above requirements.
_ Advanced Data Processing, Inc.
Au horized Signature Company Name
Page 7 of 1 Drug -Free IV.,,kJ,iac•0
C.t/(n rarr araC \ - rn,.cn� rr'igdCorhaCh �rvrvon
NON -COLLUSIVE AFFIDAVIT
State of Florida
}
)ss.
County of Miami -Dade )
Donald Passaro being first duly sworn,
deposes and says that:
1. He/she is the Officer- Vice President (Owner, Partner, Officer,
Representative or Agent) of Advanced Data Processing, Inc, -,the Offeror
that has submitted the attached Proposal;
2. He/she is fully informed respecting the preparation and contents of the attached
Proposal and of all pertinent circumstances respecting such Proposal;
3. Such Proposal is genuine and is not a collusive or sham Proposal;
4. Neither the said Offeror nor any of its officers, partners, owners, agents,
representatives, employees or parties in interest, including this affiant, have in any
way colluded, conspired, connived or agreed, directly or indirectly, with any other
Offeror, firm, or person to submit a collusive or sham Proposal in connection with
the Work for which the attached Proposal has been submitted; or to refrain from
bidding in connection with such Work; or have in any manner, directly or indirectly,
sought by agreement or collusion, or communication, or conference with any
Offeror, firm, or person to fix the price or prices in the attached Proposal or of any
other Offeror, or to fix any overhead, profit, or cost elements of the Proposal price
or the Proposal price of any other Offeror, or to secure through any collusion,
conspiracy, connivance, or unlawful agreement any advantage against (Recipient),
or any person interested in the proposed Work;
5. The .price or prices quoted in the attached Proposal are fair and proper and are not
tainted by any collusion, conspiracy, connivance, or unlawful agreement on the
part of the Offeror or any other of its agents, representatives, owners, employees
or parties in interest, including this affiant.
Signe sealed and delivered in the presence of:
Witness
Witness
Donald Passaro
Printed Name
Vice President- Client Relations
Title
Pave I of 2 Ncn-%u,lrrsrvc Af rrl rpit
�0 r rrr hn" r 4 ,� '?;rtr1! "� Divrsxrn
1
ACKNOWLEDGMENT
NON -COLLUSIVE AFFIDAVIT
State of Florida
County of Miami -Dade
On this the 27th day of April , 2004 , before me, the undersigned Notary Public
of the State of Florida, personally appeared
Donald Passaro
(Name(s) of individual(s) who appeared before notary)
and
whose name(s) is/are Subscribed to within the instrument, and he/she/they
acknowledge that he/she/they executed it.
WITNESS my hand
and official seal.
1. �r��yl M. H=— j_un ..NOTARY
NOTARY PUBLIC
SEAL OF OFFfCE: ' c �;K� E: l= Tune 17E
(Name of Notary Public: Print,
Stamp, or Type as Commissioned)
Personally known to me, or
❑ Produced identification:
(Type of Identification Produced)
O DID take an oath, or (DID NOT take an oath
Page 2 of 2 Ncm-Collusive A9iclavit
7/6/2004 MEDICAL BILLING RFP 04-14R
Committee Evaluation Totals
Proposer's Name:
Advanced
iLiant
Data Proc.
MedBill
No Conflict of Interest
No
No
Adhered to the Instructions
Yes
Yes
Expertise/Qualifications (20 points)
Assistant Fire Chief
20
18
EMS Chief
20
18
Controller
20
15
Management Analyst
20
15
Experience in Stated Criteria (20
points)
Assistant Fire Chief
20
18
EMS Chief
20
15
Controller
20
15
Management Analyst
20
20
Governmental/Municipal Experience (25 points)
Assistant Fire Chief
25
20
EMS Chief
25
20
Controller
25
20
Management Analyst
25
25
Technology and Equipment Availability
(10 points)
Assistant Fire Chief
10
10
EMS Chief
10
10
Controller
10
10
Management Analyst
10
10
Collection Philosophy (10 points)
Assistant Fire Chief
10
7
EMS Chief
10
10
Controller
10
7
Management Analyst
10
10
Price (10 points)
Assistant Fire Chief
8
8
EMS Chief
8
10
Controller
6
7
Management Analyst
5
10
Location (Tri-County Area) (5
points)
Assistant Fire Chief
5
1
EMS Chief
5
0
Controller
5
0
Management Analyst
5
0
TOTAL PROPOSAL POINTS
Assistant Fire Chief
98
82
EMS Chief
98
83
Controller
96
74
Management Analyst
95
90
387
329
TOTAL PROPOSAL RANKING
Assistant Fire Chief
1
2
EMS Chief
1
2
Controller
1
2
Management Analyst
1
2
FINAL RANK
1
2
EXHIBIT 2
TR 10468
Uddve/2004 Bids/04-14R/04-14R Proposal Evaluation Worksheet.xls PROPOSAL EVALUATION
of Tamarac
AGREEMENT
BETWEEN THE CITY OF TAMARAC
AND
and Contracts Division
ADVANCED DATA PROCESSING, INC.
THIS AGREEMENT is made and entered into this day of
2004 by and between the City of Tamarac, a municipal corporation with principal offices
located at 7525 N.W. 88th Ave., Tamarac, FL 33321 (the "CITY") and Advanced Data
Processing, Inc., a Delaware corporation with principal offices located at 520 NW 165t"
Street, Suite 201, Miami FL 33169 (the "Contractor") to provide for the administration,
processing and receipt of payments associated with transporting Emergency Medical
Service (EMS) patients on behalf of the City of Tamarac Fire Rescue Department.
Now therefore, in consideration of the mutual covenants hereinafter set forth, the
City and Contractor agree as follows:
1) The Contract Documents
The contract documents consist of this Agreement, conditions of Request for
Proposals (RFP) 04-14R `Medical Billing Services!', (General Terms and Conditions,
Instructions to Offerors, and Statement of Work), all addenda issued prior to, and all
modifications issued after execution of this Agreement. These contract documents form the
Agreement, and all are as fully a part of the Agreement as if attached to this Agreement or
repeated therein.
2) The Work
The Contractor shall perform all work for the City required by the contract documents
as set forth below:
a) Contractor shall furnish all labor, materials, and equipment necessary to administer,
process, and receive payments associated with transporting EMS patients as
specified in RFP 04-14R.
b) Contractor shall supervise the work force to ensure that all workers conduct
themselves and perform their work in a safe and professional manner. Contractor
shall comply with all OSHA safety rules and regulations in the operation of
equipment and in the performance of the work. Contractor shall at all times have a
competent field supervisor on the job site to enforce these policies and procedures
at the Contractor's expense.
c) Contractor shall provide the City with seventy-two (72) hours written notice prior to
the beginning of work under this Agreement and prior to any schedule change with
the exception of changes caused by inclement weather.
d) Contractor shall comply with any and all Federal, State, and local laws and
regulations now in effect, or hereinafter enacted during the term of this Agreement,
which are applicable to the Contractor, its employees, agents or subcontractors, if
any, with respect to the work and services described herein.
f
of Tamarac
3) Insurance
and Contracts Division
Contractor shall obtain at Contractor's expense all necessary insurance in such form
and amount as required by the City's Risk and Safety Manager before beginning work
under this Agreement including, but not limited to, Workers' Compensation, Commercial
General Liability, and all other insurance as required by the City, including Professional
Liability when appropriate. Contractor shall maintain such insurance in full force and effect
during the life of this Agreement. Contractor shall provide to the City's Risk and Safety
Manager certificates of all insurances required under this section prior to beginning any
work under this Agreement. The Contractor will ensure that all subcontractors comply with
the above guidelines and will retain all necessary insurance in force throughout the term of
this agreement.
Contractor shall indemnify and hold the City harmless for any damages resulting
from failure of the Contractor to take out and maintain such insurance. Contractor's
Liability Insurance policies shall be endorsed to add the City as an additional insured.
Contractor shall be responsible for payment of all deductibles and self-insurance retentions
on Contractor's Liability Insurance policies.
4) Contract Term
The contract term begins October 1, 2004 and shall continue for a three (3) year
period, with two (2) additional two-year renewal terms based upon satisfactory performance
and mutual agreement of both parties. The entire term of the contract shall not exceed
seven (7) years.
5) Contract Sum
The contract sum shall be a flat fee percentage of seven percent (7%) of collections
of non -Medicaid accounts computed by incident month, plus $150.00 per month for
Medicaid accounts billed. Costs are less a "Lock -box" credit of $200.00 per month. Price
includes but is not limited to all materials, postage and phone costs. Contractor retains the
right to pass on to City any significant postage increase; said increase being determined by
any increase in the cost of first class postage by the U.S. Postal Service. Costs also include
$1.00 charge per transport at current transport level for optional mailing of HIPAA Privacy
Notices sent with initial invoice of all transported/billed patients.
6) Payments
The City shall pay the Contractor monthly for Work performed as outlined in the
Statement of Work and upon receipt of an approved invoice.
7) Indemnification
To the fullest extent permitted by laws and regulations, Contractor shall indemnify,
defend, save and hold harmless the City, its officers, elected officials, agents and employees
from any and all claims, damages, losses, liabilities and expenses, direct, indirect,
consequential or inconsequential, arising out of or alleged to have arisen out of the products,
goods or services furnished by, or the operations of, Contractor or its subcontractors, agents,
officers, employees or independent contractors pursuant to the Contract, specifically including,
of Tamarac Purchasing and Contracts Division
but not limited to, those caused by or arising out of the following conditions: (a) any act,
omission or default of the Contractor and/or its subcontractors, agents, servants or employees
in the provision of the goods and/or services under the Contract; (b) any and all bodily injuries,
sickness, disease or death; (c) injury to or destruction of tangible property, including the loss of
use resulting therefrom; (d) the use of any improper materials; (e) a defective condition in any
goods provided pursuant to the Contract, whether patent or latent; (f) the violation of any
federal, state, county or municipal laws, ordinances or regulations by Contractor, its
subcontractors, agents, servants, independent contractors or employees; (g) the breach or
alleged breach by Contractor of any term, warranty or guarantee of the Contract.
The Contractor shall pay all claims, losses, liens, settlements or judgments of any
nature whatsoever in connection with the foregoing indemnifications including, but not limited
to, reasonable attorney's fees (including appellate attorney's fees) and costs.
City reserves the right to select its own legal counsel to conduct any defense in any
such proceeding and all costs and fees associated therewith shall be the responsibility of
Contractor under the indemnification agreement. Nothing contained herein is intended nor
shall it be construed to waive City's rights and immunities under the common law or Florida
Statute 768.28 as amended from time to time. Sear n 7 Revision Accepted by:
Initials Date
8) Non -Discrimination (Doug Sharnon)
The Contractor agrees that it shall not discriminate against any of its employees or
applicants for employment because of their age, handicap, race, color, religion, sex, or
national origin, and to abide by all federal and State laws regarding non-discrimination. The
Contractor further agrees to insert the foregoing provisions in all subcontracts hereunder
except subcontracts for standard commercial supplies or raw materials. Any violation of
such provisions shall constitute a material breach of this Agreement.
9) Independent Contractor
Contractor is an independent Contractor under this Agreement. Personal services
provided by the Contractor shall be by employees of the Contractor and subject to
supervision by the Contractor, and not as officers, employees, or agents of the City.
Personnel policies, tax responsibilities, social security and health insurance, employee
benefits, purchasing policies and other similar administrative procedures applicable to
services rendered under this Agreement shall be those of the Contractor.
10) Administrative Delegation
To the extent necessary to fulfill its billing efforts under the Agreement, Contractor is
authorized to sign in an administrative capacity for the City the following types of standard
forms and correspondences only. probate filing; 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 liability upon the City of Tamarac.
of Tamarac
11) Assignment and Subcontracting
and Contracts Division
Contractor shall not transfer or assign the performance required by this Agreement
without the prior consent of the City. This Agreement, or any portion thereof, shall not be
subcontracted without the prior written consent of the City.
12) Notice
Whenever either party desires or is required under this Agreement to give notice to
any other party, it must be given by written notice, sent by registered United States mail,
with return receipt requested, addressed to the party for whom it is intended at the following
addresses.
CITY
City Manager
City of Tamarac
7525 N.W. 88th Avenue
Tamarac, FL 33321
With a copy to City Attorney at the same address.
CONTRACTOR
Brad Williams
Vice President — Finance
Advanced Data Processing Inc.
520 NW 165th Street, Suite 201
Miami FL 33169
PH: 305-459-0658
13) Termination
This Agreement may be terminated by City or Contractor for cause, or by the City for
convenience, upon thirty (30) calendar days of written notice by the terminating party to the
other party, in which event the Contractor shall be paid its compensation for services
performed to termination date, including services reasonably related to termination. In the
event that the Contractor abandons this Agreement or causes it to be terminated,
Contractor shall indemnify the City against loss pertaining to this termination.
Default by Contractor: In the event Contractor shall default in any of the terms,
obligations, restrictions or conditions in any of the Proposal documents, City shall give
written notice of default to Contractor by certified mail, return receipt requested, and such
default shall be corrected, or the actions to begin correction of said default, shall
commence within thirty (30) calendar days of the date of said notice.
14) 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.
r of Tamarac MM Purchasing and Contracts Division
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.
15) Agreement Subject to Funding
This agreement shall remain in full force and effect only as long as the expenditures
provided for in the Agreement have been appropriated by the City Commission of the City
of Tamarac in the annual budget for each fiscal year of this Agreement, and is subject to
termination based on lack of funding.
16) Venue
This Agreement shall be governed by the laws of the State of Florida as now and
hereafter in force. The venue for actions arising out of this agreement is fixed in Broward
County, Florida.
17) Signatory Authority
The Contractor shall provide the City with copies of requisite documentation
evidencing that the signatory for Contractor has the authority to enter into this Agreement.
18) Severability; Waiver of Provisions
Any provision in this Agreement that is prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof or affecting the validity
or enforceability of such provisions in any other jurisdiction. The non -enforcement of any
provision by either party shall not constitute a waiver of that provision nor shall it affect the
enforceability of that provision or of the remainder of this Agreement.
19) Merger; Amendment
This Agreement constitutes the entire Agreement between the Contractor and the
City, and negotiations and oral understandings between the parties are merged herein.
This Agreement can be supplemented and/or amended only by a written document
executed by both the Contractor and the City.
5
!�- of ' 31''�::Dr;-g+': .� r.7,�7Lt E177i7 (3i1{i ��Ulit,n,40,!�
IN WITNESS WHEREOF, the parties have made and executed this Agreement on
the respective dates under each signature. CITY OF TAMARAC, signing by and through its
Mayor and City Manager, and Advanced Data Processing, Inc., signing by and through its
President, duly authorized to execute same.
ATTEST: :%
Marion Swensoh, CIVIC
City Clerk
�(13A10Y
Date
CITY OF TAMARAC
496 Schreiber, Mayor
Date
C
Jeffrey L. Miller, City Manager
Date
Date
9
nd Iqg'al sufficiency:
ATTEST: AdvLA,--� -
anced Data Processing, Inc.
Company am
'r
(Ccffporate Secretary) Sig6afdre 61 President
Greg Elliot
Type/Print Name of Corporate Secy.
Doug Shamon
Type/Print Name of President
Daly 13, 10N
(CORPORATE SEAL) Date
_.._.._ ............
CORPORATE ACKNOWLEDGEMENT
STATE OF FLORIDA
:SS
COUNTY OFI�in.A'n
I HEREBY CERTIFY that on this day, before me, an Officer duly authorized in the State
aforesaid and in the County aforesaid to take acknowledgments, personally appeared Doug
Shamon, President of Advanced Data Processing, Inc., a Delaware Corporation, to me
known to be the person(s) described in and who executed the foregoing instrument and
acknowledged before me that he/she executed the same.
WITNESS my hand and official seal this . day of �1 �' , 2004.
j 11 )v• 21'=s-
ow/
Sigfiature of Notary Public
i D.arrylM.Har�g State of Florid at Large
Gem Commission #k DDI265-06 r
^� A a: 1kPuzs June 27, 2Q06 �(A�k�t ` T(�% U
,.a ru
Bonded Th
Atlantic Bcnd;ngCo„Wc. Print, Type or Stamp
Name of Notary Public
Personally known to me or
❑ Produced Identification
Type of I.D. Produced
[/ DID take an oath, or
❑ DID NOT take an oath.
Client#• 15220
ADV
ADAT
ACOR& CERTIFICATE OF LIABILITY INSURANCE
DATE(MM/DD/YYYY)
10/10/03
PRODUCER
Wachovia Insurance Services RECE.IVEL"
THIS CERTIFICATE 13 ISSUED AS A MATTER OF INFORMATION
QN LYAND CONFERS NO RIGHTS UPON THE CERTIFICATE
4401 Northside Pkwy Suits 400 CITY (,! i,'-`'.�j 11,1
i-JIWLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
Atlanta, GA 30327-3078
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
((jj
INSURERS AFFORDING COVERAGE
NAIC 8
770 850-0050 3 MUT 15 P�
INSURED
ADPI Holding, Inc. I
I f
).s RA: FCCI Insurance Company
Illinois Union Insurance
Advanced Data Processing, Inc. ► � Y
ER B: Company XI
INSURER C:
520 NW 165th Street Road; Suite 201
INSURERD:
Miami, FL 33169-6303
INSURER E:
nnveown��
i — rvu�,iCa yr irvaurakNLt Us I tU tlt:LUW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING
ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR
MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH
POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
LTR
N R
TYPE OF INSURANCE
POLICY NUMBER
P ATE Y EFFECTIVE
(MuMnArvi
POLICY EXPIRATION
UMRS
A
X
CENERAL
UAetUTY
COMMERCIAL GENERAL LIABILITY
CLAIMS MADE D OCCUR
CPP0001 S65
10/10/03
10/10/04
EACH OCCURRENCE
$1 000 000
DAMAGE TO RENTED n
MED EXP (Any one person)
S10Q QQQ
$5 000
PERSONAL & ADV INJURY
$1 000 0OO
GENERAL AGGREGATE
s2,000,000
GEN'L AGGREGATE LIMIT APPLIES PER:
POLICY 7PRO-
JECT LOC
PRODUCTS - COMP/OP AGG
$2 000 000
A
AUTOMOBILE
LIABILITY
ANY AUTO
ALL OWNED AUTOS
SCHEDULED AUTOS
HIREDAUTOS
NON -OWNED AUTOS
Hired Card PD
CA0002425
I*S of Re
$100 Comp.
$250 Coll
10/10/03
/�,.�
[J /
10/10/04
' 0
COMBINED SINGLE LIMrr
(Ea accident)
$1,000,000
BODILY INJURY
(Per p
Person)
$
X
BODILY INJURY
(Per accident)
$
X
X
PROPERTY DAMAGE
(Peraccident)
$
Deductibles
A
A
B
GARAGE LIABILITY
ANY AUTO
EXCESS/UMBRELLA LIABILITY
X OCCUR CLAIMS MADE
DEDUCTIBLE
RETENTION $$10 Q00
WORKERS COMPENSATION AND
EMPLOYERS' LIABILITY
ANY PROPRIETOR/PARTNERIEXECUTIVE
OFFICEWMEMBER EXCLUDED?
If yes, describe under
SPECIAL PROVISIONS below
OTHER Errors &
Omissions
waAUTO
UMB00001097
001 WCO2AS1763
BM120009844
10/10/04
10/10/04
10 0/0/04
ONLY- EA ACCIDENT
S
OTHER THAN EA ACC IS
AUTO ONLY: AGG
EACH OCCURRENCE
S
$2 00Q 000
10/10/03
10/10/03
AGGREGATE
s2.000.000
a
S
WC STATU- OTH-
_LIMITS
E.L. EACH ACCIDENT
S
$500 000
E.L. DISEASE - EA EMPLOYEE
$500,000
E.L. DISEASE - POLICY LIMIT
Limit: $2,000,000
Retention: $25,000
s500.000
DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES / EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS
TE HOLDER CANCELLATION
City of Tamarac
Attn: Jeffrey L. Miller, City of Manager
7525 N.W. 88th Avenue
Tamarac, FL 33321
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL _-AD— DAYS WRITTEN
NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO $O SHALL
IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER ITS AGENTS OR
AU HORQED REPRESENTATIVE
ff
ACORD 25 (2001/08) 1 of 2 #S173187JM173156 MJJ 0 ACORD CORPORATION 1988
No Text
Temp. Reso. #11237
June 21, 2007
Page 1
CITY OF TAMARAC, FLORIDA
RESOLUTION NO. R-2007-1,Q-(,:2
A RESOLUTION OF THE CITY COMMISSION OF THE CITY
OF TAMARAC, FLORIDA AUTHORIZING THE APPROPRIATE
CITY OFFICIALS TO EXECUTE THE FIRST RENEWAL
OPTION AGREEMENT WITH ADVANCED DATA
PROCESSING, INC. TO PROVIDE FOR THE
ADMINISTRATION, PROCESSING AND RECEIPT OF
PAYMENTS ASSOCIATED WITH TRANSPORTING
EMERGENCY MEDICAL SERVICE (EMS) PATIENTS ON
BEHALF OF THE CITY OF TAMARAC FIRE RESCUE
DEPARTMENT; PROVIDING FOR CONFLICTS; PROVIDING
FOR SEVERABILITY; AND PROVIDING FOR AN EFFECTIVE
DATE.
WHEREAS, Tamarac Fire Rescue is required to provide basic and advanced life
support services to the citizens and visitors of the City of Tamarac and to properly invoice
and collect fees from the patients who utilize these services; and
WHEREAS, Tamarac Fire Rescue transports an estimated 6,200 patients per year,
which generates an average of approximately $1.8 million in gross revenue annually; and
WHEREAS, as a result of Request for Proposal, RFP 04-14R, the City Commission
approved Resolution R-2004-180, a copy of which is on file with the City Clerk's Office,
awarding a contract to Advanced Data Processing, Inc. for medical billing services; and
WHEREAS, the existing contract will expire on September 30, 2007; and
WHEREAS the existing contract contains a provision for two additional two (2) year
renewal options; and
WHEREAS the City wishes to exercise the first two (2) year renewal option to the
Agreement; and
Temp. Reso. #11237
June 21, 2007
Page 2
WHEREAS, Advanced Data Processing, Inc. has agreed to the terms and
conditions of the first renewal option, as evidenced by Agreement Amendment #1,
attached hereto as Exhibit 1; and
WHEREAS, it is the recommendation of the Fire Chief and the Purchasing and
Contracts Manager to execute Agreement Amendment #1 (Exhibit 1) with Advanced Data
Processing, Inc. for a two (2) year term effective October 1, 2007 through September 30,
2009, with one (1) additional two-year renewal option remaining, for a total renewal
contract term not to exceed four (4) years; and
WHEREAS, the City Commission deems it to be in the best interest of the citizens
and residents of the City of Tamarac to execute a renewal agreement with Advanced Data
Processing, Inc.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF TAMARAC, FLORIDA:
SECTION 1: The foregoing "WHEREAS" clauses are hereby ratified and confirmed
as being true and correct and are hereby made a specific part of this Resolution upon
adoption hereof.
SECTION 2: the appropriate City officials are hereby authorized to execute
Agreement Amendment #1 (Exhibit 1) between the City of Tamarac and Advanced Data
Processing, Inc. to provide administration, processing and receipt of payments associated
with transporting Emergency Medical Service (EMS) patients on behalf of the City of
Tamarac Fire Rescue Department.
SECTION 3: That all Resolutions or parts of Resolutions in conflict herewith are
hereby repealed to the extent of such conflict.
SECTION 4: If any clause, section, other part or application of this Resolution is held
by any court of competent jurisdiction to be unconstitutional or invalid, in part or application,
it shall not affect the validity of the remaining portions or applications of this Resolution.
1
1
F
Temp. Reso. #11237
June 21, 2007
Page 3
SECTION 5: This Resolution shall become effective immediately upon its passage
and adoption.
PASSED, ADOPTED AND APPROVED this 10A day of JL) , 2007.
ATTEST:
MARION SWENSON, CMC
CITY CLERK
I HEREBY CERTIFY that
I have approved this
RESOLUTION as to form.
*TH ANSBAUM-TALASISCO
MAYOR
RECORD OF COMMISSION VOTE:
MAYOR FLANSBAUM-TALABISCO
DIST 1: COMM. PORTNER
DIST 2: COMM. ATKINS-GRAD
DIST 3: V/M SULTANOF
DIST 4: COMM. DRESSLER
f mc' !: ing Division
AGREEMENT AMENDMENT #1
BETWEEN THE CITY OF TAMARAC
AND
ADVANCED DATA PROCESSING, INC.
The City of Tamarac, a municipal corporation, with principal offices located at
7525 NW 88th Avenue, Tamarac FL 33321 (CITY), and Advanced Data Processing,
Inc., a Delaware corporation with principal offices located at 520 NW 165th Street, Suite
201, Miami FL 33169 (the "Contractor") agree to amend the original Agreement dated
August 25, 2004 to provide for the administration, processing and receipt of payments
associated with transporting Emergency Medical Service (EMS) patients on behalf of
the City of Tamarac Fire Rescue Department as follows:
Per the terms of Section 4, Contract Term, of the original Agreement dated
August 25, 2004, the City and Advanced Data Processing, Inc., exercise the first
renewal option for the term October 1, 2007 — September 30, 2009. Upon completion of
this term, the CITY and Contractor reserve the right to exercise one (1) additional two
(2) year renewal option based upon satisfactory performance and agreement of both
parties.
All other provisions of the original agreement remain in effect as written.
Remainder of Page Intentionally Blank
U:\RENEWAL AMENDS & ADDENDA\ADP Renewals\Advanced Dato Processing Renewal
20U7.doc
r
of Tarp afac•
Pinch,-gsrnq Division
IN WITNESS WHEREOF, the parties have made and executed this Agreement
on the respective dates under each signature. CITY OF TAMARAC, signing by and
through its Mayor and City Manager, and Advanced Data Processing, Inc., signing by
and through its President, duly authorized to execute same.
ATTEST:
Marion Swenson MC
City Clerk
;
DSte " �..
ATTEST:
(Corporate Secretary)
Type/Print Name of Corporate Secy.
CITY OF TAMARAC
y
A�YAWVI&�-
,4
eth Flans aum-Talabisco, Mayor J
D tI(,
Jeffrey bMilr6r, City Manager
-)I I (o
D to
as t6/formpnd legal sufficiency:
ADVANCED DATA PROCESSING, INC.
Company Name
r
/ ---2 j ?� �
Sig rature o resident
Doug Shaman
Type/Print Name of President
Jur%e- le, zoo-7
Date
U:\RENEWAL AMENDS & ADDENDA\ADP Renewals\Advanced Data Processing Renewal
2007.doc
0
€ f Tarrt�)t�ar, Purd? rsirary ano Contrgfs Division
CORPORATE ACKNOWLEDGEMENT
STATE OF FLORIDA
:SS
COUNTY OF
I HEREBY CERTIFY that on this day, before me, an Officer duly authorized in the State
aforesaid and in the County aforesaid to take acknowledgments, personally appeared
Doug Shamon, President of Advanced Data Processing, Inc., a Delaware Corporation, to
me known to be the person(s) described in and who executed the foregoing instrument
and acknowledged before me that he/she executed the same.
/?-w
WITNESS my hand and official seal this(, / day of Fyn e 2007.
Signature of Notary Public
State of Florida at Large
Glid-Y . 6�rdh e-r
Print, Type or Stamp
Way PuOrw
°M � - Swe at Fbdth Name of Notary Public
Corrr+"M Expires Mw t2, 2=
Conrrrssb IDD429111 I Er Personally known to me or
❑ Produced Identification
Type of I.D. Produced
❑ DID take an oath, or
❑ DID NOT take an oath.
1
TR11687
September 4, 2009
Page 1
CITY OF TAMARAC, FLORIDA
RESOLUTION NO. R-2009 -/3 2--
A RESOLUTION OF THE CITY COMMISSION OF THE CITY
OF TAMARAC, FLORIDA AUTHORIZING THE APPROPRIATE
CITY OFFICIALS TO EXECUTE THE SECOND RENEWAL
OPTION AGREEMENT WITH ADVANCED DATA
PROCESSING, INC. (ADPI) TO PROVIDE FOR THE
ADMINISTRATION, PROCESSING AND RECEIPT OF
PAYMENTS ASSOCIATED WITH TRANSPORTING
EMERGENCY MEDICAL SERVICE (EMS) PATIENTS ON
BEHALF OF THE CITY OF TAMARAC FIRE RESCUE
DEPARTMENT; PROVIDING FOR CONFLICTS; PROVIDING
FOR SEVERABILITY; AND PROVIDING FOR AN EFFECTIVE
DATE.
WHEREAS, Tamarac Fire Rescue is required to provide basic and advanced life
support services to the citizens and visitors of the City of Tamarac and to properly invoice
and collect fees from the patients who utilize these services; and
WHEREAS, Tamarac Fire Rescue transports an estimated 6,200 patients per year,
which generates an average of approximately $1.85 million in gross revenue annually; and
WHEREAS, as a result of Request for Proposal, RFP 04-14R, the City Commission
approved Resolution R-2004-180 and renewal Resolution R-2007-106 (copies are on file
with the City Clerk's Office) awarding an initial and first renewal contract to Advanced Data
Processing, Inc. for medical billing services; and
WHEREAS, the existing contract will expire on September 30, 2009; and
WHEREAS the existing contract contains a provision for one additional two (2) year
renewal option; and
WHEREAS the City wishes to exercise the second two (2) year renewal option to
the Agreement; and
TR11687
September 4, 2009
Page 2
WHEREAS, Advanced Data Processing, Inc. has agreed to the terms and
conditions of the first renewal option, as evidenced by Agreement Amendment #2,
attached hereto as Exhibit A; and
WHEREAS, it is the recommendation of the Interim Fire Chief and the Purchasing
and Contracts Manager to execute Agreement Amendment #2 with ADPI for a two (2) year
term effective October 1, 2009 through September 30, 2011; and
WHEREAS, the City Commission deems it to be in the best interest of the citizens
and residents of the City of Tamarac to execute a renewal agreement with Advanced Data
Processing, Inc.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF TAMARAC, FLORIDA:
SECTION 1: The foregoing "WHEREAS" clauses are hereby ratified and confirmed
as being true and correct and are hereby made a specific part of this Resolution upon
adoption hereof.
SECTION 2: the appropriate City officials are hereby authorized to execute
Agreement Amendment #2 (Exhibit A) between the City of Tamarac and Advanced Data
Processing, Inc. to provide administration, processing and receipt of payments associated
with transporting Emergency Medical Service (EMS) patients on behalf of the City of
Tamarac Fire Rescue Department.
SECTION 3: That all Resolutions or parts of Resolutions in conflict herewith are
hereby repealed to the extent of such conflict.
SECTION 4: If any clause, section, other part or application of this Resolution is held
by any court of competent jurisdiction to be unconstitutional or invalid, in part or application,
it shall not affect the validity of the remaining portions or applications of this Resolution.
TR11687
September 4, 2009
Page 3
SECTION 5: This Resolution shall become effective immediately upon its passage
and adoption.
PASSED, ADOPTED AND APPROVED this 3 day of JJ,?y-� - , 2009.
ATTEST:
i
MARION SWENSON, CMC
CITY CLERK
I HEREBY CERTIFY that
I have approved this
RESOLUTION as to form.
MUEL S. GOFtN
CITY ATTOR EY
1
BETH FLAN BAUM- ALABISCO
MAYOR
RECORD OF COMMISSION VOTE:
MAYOR FLANSBAUM-TALASISCO
DIST 1: COMM BUSHNELL
DIST 2: VM ATKINS-GRAD—
DIST 3: COMM. GLASSER
DIST 4: COMM. DRESSLER _—
VIA FEDERAL EXPRESS
September 2, 2009
Mr. Keith K. Glatz, CPPO
Purchasing and Contract Manager
7525 N.W. 88t" Avenue
Tamarac, Florida 33321-2401
intermedix
6451 N. Federal Highway
Suite 1002
Ft. Lauderdale, FL 33308
Re: Agreement Amendment #2 between the City of Tamarac and Advanced Data Processing,
Inc.
Dear Mr. Glatz:
Enclosed please find two copies of the above referenced Amendment along with a Certificate of
Insurance. Once signed by your City officials, please send a fully executed copy to my attention
for our file.
Yours truly,
Cindy Gardner
Assistant to the President
Enclosures (2)
Phone 954.308,8700 Fax 954.308.8725
City of Tamarac Purchasing Division
AGREEMENT AMENDMENT 92
BETWEEN THE CITY OF TAMARAC
AND
ADVANCED DATA PROCESSING, INC
The City of Tamarac, a municipal corporation, with principal offices located at
7525 NW 88th Avenue, Tamarac FL 33321 (CITY), and Advanced Data Processing,
Inc., a Delaware corporation with principal offices located at 520 NW 165th Street, Suite
201, Miami FL 33169 (the "Contractor") agree to amend the original Agreement dated
August 25, 2004 to provide for the administration, processing and receipt of payments
associated with transporting Emergency Medical Service (EMS) patients on behalf of
the City of Tamarac Fire Rescue Department as follows:
The corporate name of Advanced Data Processing, Inc. shall be amended to
reflect a name change to Advanced Data Processing, Inc. — Intermedix.
Per the terms of Section 4, Contract Term, of the original Agreement dated
August 25, 2004, the City and Advanced Data Processing, Inc., exercise the second
renewal option for the term October 1, 2009 -- September 30, 2011.
All other provisions of the original agreement remain in effect as written.
Remainder of Page Intentionally Blank
C:\Documents and Settings\keithg\Local Settings\Temporary Internet
Files\Content_Outlook\P5N7YTMC\Advanced Data Processing Renewal 2009.doc
City of Tamarac Purchasing Division
IN WITNESS WHEREOF, the parties have made and executed this Agreement
on the respective dates under each signature. CITY OF TAMARAC, signing by and
through its Mayor and City Manager, and Advanced Data Processing, Inc., signing by
and through its President, duly authorized to execute same.
ATTEST:
Marion Swenson, CIVIC
City Clerk
Date
ATTEST:
(Corporate Secretary)
Greg-Eim &-a d w, I I, a m S
Type/Print Name of Corporate Secy.
(CORPORATE SEAL)
CITY OF TA RAC
Beth Flansbaum- a abisco, Kayor
Date
Jeffre , Mai-- r, City Manager
S'�X�rn+ bL�/t-,, .23 , off- d 0
Date
Apprqvqd as to fo and legal sufficiency:
Sam I S. or ity Attorney
gAa/n7
Date
ADVANCED DATA PROCESSING, INC.
Comp/any Name
— <;�:2�
Sign re of President
Doug Shamon
Type/Print Name of President
Sep4evn�er 1, ;zUtiH
Date
CADocuments and Settings\keithg\Local Settings\Temporary Internet
Files\Content.Outlook\P5N7YTMC\Advanced Data Processing Renewal 2009.doc
City of Tamarac Purchasing Division
CORPORATE ACKNOWLEDGEMENT
STATE OF FLORIDA
//22 :SS
COUNTY OF I3r0todl-d
I HEREBY CERTIFY that on this day, before me, an Officer duly authorized in the State
aforesaid and in the County aforesaid to take acknowledgments, personally appeared
Doug Shamon, President of Advanced Data Processing, Inc., a Delaware Corporation, to
me known to be the person(s) described in and who executed the foregoing instrument
and acknowledged before me that he/she executed the same.
/ 5f
WITNESS my hand and official seal this. day 2Q09.
Z
Notary Public State of Florida
Cindy R Gardner
My Commission DD879720
Expires OS/12/2013
Sign ure of Notary Public
State of Florida at Large
Oindy R.
Print, Type or Stamp
Name of Notary Public
Personally known to me or
❑ Produced Identification
Type of I.D. Produced
(� DID take an oath, or
❑ DID NOT take an oath.
ACORM CERTIFICATE OF LIABILITY INSURANCE osoi/09D"YYY'
PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
Wells Fargo Insurance Services USA, Inc. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
4401 NOrthside Pk Suite 400 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
wy+ ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
Atlanta, GA 30327-3078
770 850-0050 INSURERS AFFORDING COVERAGE NAIC #
INSURED INSURERA: St Paul Fire & Marine Insurance Co 24767
MCI Holdings, LLC INSURERS: The Standard Fire Insurance Company 19070
Advanced Data Processing, Inc. INSURER C
6451 North Federal Highway, Suite 1002 INSURER D:
Fort Lauderdale, FL 33308
INSURER E:
P`PIVCOAf:FC
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING
ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR
MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH
POLICIES- AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR LTR
TYPE OF INSURANCE
POLICY NUMBER
POLICY EFFECTIVE
POLAR MMPDO TION TM
LIMITS
A
GENERAL LIABILITY
TE06804556
06/30/09
06/30MO
EACH OCCURRENCE
$1 000 000
DAMAGE TO RENTEDncal
$250000
X COMMERCIAL GENERAL LIABILITY
CLAIMS MADE a OCCUR
MED EXP (Any one person)
$10 000
PERSONAL & ADV INJURY
$1 000 000
GENERAL AGGREGATE
s2,000.000
GEN'L AGGREGATE LIMIT APPLIES PER:
PRODUCTS - COMP/OP AGG
$2 00O 000
PRO-
RO-ECT F1 LOC
POLICY 7
A
AUTOMOBILE
X
LIABILITY
ANY AUTO
TE06804556
06/30/09
06/30110
COMBINED SINGLE LIMIT
(Ea accident)
$1,000,000
BODILY INJURY
(Per person)
$
ALL OWNED AUTOS
SCHEDULED AUTOS
BODILY INJURY
(Per accident)
$
X
X
HIRED AUTOS
NON -OWNED AUTOS
PROPERTY DAMAGE
(Per accident)
$
GARAGE LIABILITY
AUTO ONLY - EA ACCIDENT
$
OTHER THAN EA ACC
$
ANY AUTO
$
AUTO ONLY: AGG
A
EXCESSIUMBRELLA LIABILITY
TE06804556
06/30109
06/30/10
EACH OCCURRENCE
$5 000 000
X OCCUR O CLAIMS MADE
AGGREGATE
$5 000 000
$
DEDUCTIBLE
1XI
$
RETENTION $10 000
B
WORKERS COMPENSATION AND
HCUB324OM13609
06/30/09
06/30/10
STAa)U- O R
X AMP
EMPLOYERS' LIASILITY
ANY PROPRIETOR/PARTNER/EXECUTIVE
E.L. EACH ACCIDENT
s500 000
E.L. DISEASE- EA EMPLOYEE
$500,000
OFFICER/MEMBER EXCLUDED?
ff s, describe under
SPECIAL PROVISIONS below
E-L. DISEASE - POLICY LIMIT
$500 000
OTHER
DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS
If required by written agreement for the Named Insured's work, the City of
Tamarac Is included as an additional insured under the general liability
insurance.
MULUr-K
City of Tamarac
7525 N.W. 88th Avenue
Tamarac, FL 33321-2401
LID ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 10._ DAYS WRITTEN
:E TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL
iE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR
AU OR D REPRESENTA'
7?�O
ACORD 25 (2001/08)1 of 2 #S1511553/M7492141 ESE01 a ACORD CORPORATION 1998
IMPORTANT
If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement
on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may
require an endorsement. A statement on this certificate does not confer rights to the certificate
holder in lieu of such endorsement(s).
DISCLAIMER
The Certificate of Insurance on the reverse side of this form does not constitute a contract between
the issuing insurer(s), authorized representative or producer, and the certificate holder, not does it
affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon.
AGUKU za-s (iuovos) 2 of 2 #S15115531M1492141
TR11839
June 8, 2010
Revision #1 —June 16, 2010
Revision #2 — June 16, 2010
Page 1
CITY OF TAMARAC, FLORIDA
RESOLUTION NO. R-2010 -_D__1
A RESOLUTION OF THE CITY COMMISSION OF THE CITY
OF TAMARAC, FLORIDA APPROVING THE AMENDMENT
AGREEMENT WITH ADVANCED DATA PROCESSING, INC.
(DBA INTERMEDIX) AND AUTHORIZING THE
APPROPRIATE CITY OFFICIALS TO EXECUTE THE
AMENDMENT AGREEMENT TO PROVIDE FOR THE
ADMINISTRATION, PROCESSING AND RECEIPT OF
PAYMENTS ASSOCIATED WITH TRANSPORTING
EMERGENCY MEDICAL SERVICE (EMS) PATIENTS ON
BEHALF OF THE CITY OF TAMARAC FIRE RESCUE
DEPARTMENT; PROVIDING FOR CONFLICTS; PROVIDING
FOR CONFLICTS; PROVIDING FOR SEVERABILITY; AND
PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, Tamarac Fire Rescue is required to provide basic and advanced
life support services to the citizens and visitors of the City of Tamarac and to
properly invoice and collect fees from the patients who utilize these services; and
WHEREAS, Tamarac Fire Rescue transports an estimated 6,200 patients per
year, which generates an average of approximately $1.85 million in gross revenue
annually; and
WHEREAS, as a result of Request for Proposal, RFP 04-14R, the City
Commission approved Resolution R-2004-180, Resolution R-2007-106, and
Resolution R-2009-132, copies of which are on file with the City Clerk's Office,
awarding an initial and two renewal contracts to Advanced Data Processing, Inc. for
medical billing services; and
WHEREAS, the second renewal (R-2009-132) of the existing contract will
expire on September 30, 2011; and
WHEREAS the City wishes to exercise an Amendment Agreement to replace
TR11839
June 8, 2010
Revision #1 —June 16, 2010
Revision #2 -- June 16, 2010
Page 2
the current second, two (2) year renewal option to the original Agreement; and
WHEREAS, Advanced Data Processing, Inc. has proposed changes to the
terms and conditions of the current contract, providing an overall cost savings to the
City and maintaining their performance, as evidenced by the Amendment
Agreement, attached hereto as Exhibit A; and
WHEREAS, it is the recommendation of the Fire Chief, Director of Finance
and the Purchasing and Contracts Manager that the City Commission of the City of
Tamarac approve and execute an Amendment Agreement (Exhibit A) with
Advanced Data Processing, Inc. for a three (3) year term effective July 1, 2010
through June 30, 2013; and
WHEREAS, the City Commission of the City of Tamarac deems it to be in the
best interest of the citizens and residents of the City of Tamarac to approve and
execute the Amendment Agreement with Advanced Data Processing, Inc.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF
THE CITY OF TAMARAC, FLORIDA:
SECTION 1: The foregoing "WHEREAS" clauses are hereby ratified and
confirmed as being true and correct and are hereby made a specific part of this
Resolution upon adoption hereof.
SECTION 2: The City Commission of the City of Tamarac hereby approves
the Amendment Agreement with Advanced Data Processing, Inc.
SECTION 3: The appropriate City officials are hereby authorized to execute
an Amendment Agreement (Exhibit A) between the City of Tamarac and Advanced
Data Processing, Inc. to provide administration, processing and receipt of payments
associated with transporting Emergency Medical Service (EMS) patients on behalf
TR11839
June 8, 2010
Revision #1 — June 16, 2010
Revision #2 -- June 16, 2010
Page 3
of the City of Tamarac Fire Rescue Department.
SECTION 4: That all Resolutions or parts of Resolutions in conflict herewith
are hereby repealed to the extent of such conflict.
SECTION 5: If any clause, section, other part or application of this Resolution
is held by any court of competent jurisdiction to be unconstitutional or invalid, in part
or application, it shall not affect the validity of the remaining portions or applications
of this Resolution.
SECTION 6: This Resolution shall become effective immediately upon its
passage and adoption.
PASSED, ADOPTED AND APPROVED this day of-y'-R' 2010.
... r-l'y
BETH TALABIS O; MAYOR
ATTEST:
RECORD OF COMMISSION VOI
f.� MARION S NSON C MAYOR TALABISCO L
%Vj•` CITY CLERK DIST 1: COMM. BUSHNE�
DIST 2: COMM. ATKINS-GRAD
DIST 3: COMM.GLASSER
DIST 4: VM. DRESSLER
I HEREBY CERTIFY that
I have approved this
RESOLUTION as to form.
n
CT—tt—
fSAMUEL S. GOREN
CITY ATTORNEY
AGREEMENT BETWEEN
CITY OF TAMARAC
AND
ADVANCED DATA PROCESSING, INC. (dba Intermedix)
FOR RESCUE AMBULANCE BILLING AND RELATED PROFESSIONAL SERVICES
THIS AGREEMENT ("AGREEMENT") is made and entered into this 2 4 of June, 2010 by
and between the City of Tamarac, a political subdivision of the State of Florida, with principal
offices located at 7525 NW 88' Avenue, Tamarac, FL 33321 ("CITY") and Advanced Data
Processing, Inc. (dba Intermedix), a Delaware Corporation with principal offices located at 6451
North Federal Highway, Suite 1002, Fort Lauderdale, Florida 33308 ("CONTRACTOR").
RECITALS
WHEREAS, CITY provides emergency medical services, including ambulance transport
("EMS") for residents and visitors in its jurisdiction, and charges for such services; and
WHEREAS, CONTRACTOR provides billing, collection and related consulting services
and equipment ("Contractor Services") for municipalities and other providers of EMS; and
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
defined in CONTRACTOR'S Agreement and hereinafter provided;
AGREEMENT
NOW THEREFORE, the parties hereto agree as follows:
1. ENGAGEMENT OF CONTRACTOR. During the term of this Agreement, except for
accounts referred to a collection agency as provided herein, CONTRACTOR shall be
exclusively responsible for the billing and collection of all charges and fees resulting from the
delivery of EMS by CITY ("EMS Services"), including but not limited to all charges and fees to
private insurers, Medicare, Medicaid, other governmental programs, individual patients and their
responsible parties (collectively, "Payors") and;
2. SCOPE OF SERVICES. CONTRACTOR shall perform and carry out Contractor Services
for EMS Services as specifically described in "EXHIBIT A — Scope of Services", which is
attached hereto and incorporated herein by this reference. CITY reserves the right to request
changes in the Scope of Services within CONTRACTOR's capabilities, which changes shall be
implemented upon mutual written agreement of the parties specifying such changes and any
change in compensation attributable thereto.
3. TERM. This AGREEMENT shall be effective for a three (3) year period from July 1, 2010
through June 30, 2013, unless terminated as provided in Section 12 below. This AGREEMENT
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shall renew automatically for two (2) additional one (1) year terms at the end of the initial term
and each subsequent renewal term unless terminated as provided in Section 12 below. All
terms and conditions hereof shall remain in full force and effect during any renewal term unless
this Agreement is amended in writing.
4. COMPENSATION AND METHOD OF PAYMENT.
4.01. The CONTRACTOR shall be paid by CITY a monthly amount representing fees for
CONTRACTOR's Services computed as follows:
For EMS Services;
(a) Five and Seventy-five one hundredths percent (5.75%) of all monies for non -
Medicaid accounts collected by CONTRACTOR for EMS provided by CITY less refunds ("Net
Collections"), plus
(b) Eleven dollars ($11.00) per Florida Medicaid account, whether or not such account is
ultimately paid by Florida Medicaid, plus
(c) Seventy-five one -hundredths dollar ($0.75) per HIPAA-compliant Notice of Privacy
Practices sent to patients as more specifically described in the Scope of Services (Exhibit A
Scope of Services -EMS).
Contractor reserves the right to increase these fees upon thirty (30) days written notice to CITY
if postage is increased by the United States Postal Service, but only in an amount necessary to
cover additional postage costs. Such increase shall not require agreement or consent by CITY.
4.02. CONTRACTOR shall submit the monthly invoices for fees for Contractor Services to
City of Tamarac Fire -Rescue ATTN: Fire Rescue Administration, 6000 Hiatus Road, Tamarac,
FL 33321. CITY shall issue a check for the amount invoiced, less any disputed amounts, within
thirty (30) days of receipt of such invoice. In the event CITY disputes any part of the invoiced
amounts, such dispute shall be raised in writing to CONTRACTOR within such thirty (30) day
period or the invoice shall conclusively be deemed to be accurate and correct. CONTRACTOR
shall respond to any such notice of dispute within thirty (30) days of receipt thereof. Any
overdue amounts which are not the subject of a good faith notice of dispute shall accrue interest
at the rate of twelve percent (12%) per annum.
4.03. If the Contractor Services being provided under this Agreement include
CONTRACTOR collecting on behalf of CITY the charges and fees owed by third parties (e.g.
insurers, Medicare, Medicaid, and other governmental programs, individual patients and their
responsible parties) with respect to the delivery of EMS by CITY, then all amounts so collected
by CONTRACTOR shall be deposited into a lockbox established by CONTRACTOR.
CONTRACTOR agrees that it will be solely responsible for the cost of any and all lock -box
and/or remote deposit services. CITY, should it elect to participate in any credit card acceptance
program, agrees to assume and be responsible for all costs associated with such program. All
other costs incurred by CONTRACTOR in the performance of Contractor Services as specified
herein (including, but not limited to postage, materials, communications and phone costs and
other operating costs) shall be assumed by CONTRACTOR.
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AND RELATED PROFESSIONAL SERVICES
5. SYSTEM ACCESS AND SUPPORT.
5.01 Access to IMX Billing System. CONTRACTOR's access to the hosted IMX
billing system shall be subject to and in accordance with the terms of "EXHIBIT B - Web Hosting
Agreement".
5.02 Customer Support and Training. Customer support and training will be
provided subject to and in accordance with the terms of "EXHIBIT A — Scope of Services".
6. INDEPENDENT CONTRACTORS. CONTRACTOR is an independent contractor of CITY
and not an employee or agent of CITY with the following exception:
To the extent necessary to fulfill its billing and collection efforts under this
AGREEMENT, CONTRACTOR is authorized to sign in an administrative
capaCity for CITY the following types of standard forms and correspondence
only: probate filings; letters to patients or their representatives verifying that an
account is paid in full; forms verifying the tax-exempt status of CITY; and
insurance filings and related forms. The CONTRACTOR has no authority to sign
any document that imposes any additional liability on CITY.
CONTRACTOR shall retain full control over the employment, direction, compensation and
discharge of all persons assisting in the performance of Contractor Services. CONTRACTOR
shall be fully responsible for all matters relating to payment of its employees, including
compliance with Social Security, withholding tax and all other laws and regulations governing
such matters. CONTRACTOR shall be responsible for its own acts and those of its agents and
employees during the term of this AGREEMENT.
7. INDEMNIFICATION. CONTRACTOR shall indemnify and hold CITY harmless from any
and all claims, damages, losses and expenses, including but not limited to reasonable attorney
fees and costs at both the trial court and appellate levels, arising out of third party claims, but
only if and to the extent caused directly and proximately by the willful misconduct or the
negligent acts or omissions of CONTRACTOR or its employees, agents, representatives,
consultants, or its subcontractors with respect to the performance of the Contractor Services
under this Agreement.
8. LIMITATION ON LIABILITY. Notwithstanding anything contained in this agreement to the
contrary, (i) in no event shall CONTRACTOR be liable to CITY for any special, indirect,
incidental, punitive or consequential damages (including lost profits) even if advised of the
possibility of such damages, and (ii) CONTRACTOR' total cumulative liability will be limited to
the sum of the fees and compensation actually received by CONTRACTOR pursuant to this
agreement during the twelve (12) months immediately preceding the event giving rise to the
liability. The foregoing limitations apply to all liabilities and damages in any way arising out of
this agreement, or CONTRACTOR's performance or nonperformance thereunder, whether
based on breach of contract, warranty, tort, product liability, strict liability, or any other theory of
liability. In connection with any purchase, licensing, or sale of products, contractor disclaims all
express and implied warranties, including, but not limited to, the implied warranties of title,
merchantability and fitness for a particular purpose. This section 8 shall survive the expiration
or termination of this agreement. This limitation on liability shall not apply to the third party
claims for which CONTRACTOR is required to indemnify CITY as set forth in section 7 above.
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AND RELATED PROFESSIONAL SERVICES
9. INSURANCE. CONTRACTOR shall procure and maintain for the duration of the
AGREEMENT, the following insurance coverage:
1) Workers' Compensation Insurance in compliance with the applicable state and
federal laws;
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 receivable, and valuable documents in an amount no
less than $100,000 aggregate; and
4) Liability coverage for all vehicles whether owned, hired or used in the amount of
$500,000.
For all coverages: 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 CITY.
Contractor shall furnish 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 CITY before work
commences. CITY reserves the right to require complete, certified copies of all required
insurance policies at any time.
10. CONFIDENTIALITY AND NON -SOLICITATION.
10.01 Agreement Content. The terms and conditions of this AGREEMENT are
confidential and neither party shall release any of the terms hereof to any third party without the
prior written consent of the other party, except to the extent necessary to comply with law
(including Florida Public Records Law as set forth in Chapter 119, Florida Statutes), the valid
order of a court of competent jurisdiction, or the valid order or requirement of a governmental
agency. Notwithstanding the foregoing, either party may, without the prior written consent of the
other party, disclose the existence of a contractual relationship between the parties.
10.02 Intellectual Property. CITY agrees that the equipment, computer hardware and
software, billing and collection processing, and other related systems and equipment are the
property and trade secrets of CONTRACTOR, and that CITY will not release any information
regarding such trade secrets to any third party without the prior written consent of
CONTRACTOR. CITY further agrees that, in connection with the use of certain data entry
devices, CITY may gain access to the intellectual property of third parties. CITY understands
and agrees that it may be required to enter into agreements with respect to such intellectual
property in order to use such equipment. CITY agrees to enter into such arrangements at
CONTRACTOR's request.
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AND RELATED PROFESSIONAL SERVICES
10.03 Non -Solicitation. For the term of this Agreement and for one (1) year after its
termination, CITY shall not employ or hire any employee or former employee of CONTRACTOR
who, pursuant to this Agreement, has had any contact with employees or representatives of
CITY or has worked on CITY's accounts, without the prior written consent of CONTRACTOR.
11. ACCESS TO DOCUMENTS. The parties agree that during and after the term of this
Agreement, each party shall have access to any and all documents, records, disks, and
electronic data produced in the performance of this AGREEMENT and in the possession of the
other party, as necessary to defend such party in litigation or to respond to investigations
initiated by third parties, or for other legitimate business reasons.
12. ATTACHMENTS. The following named attachments are made an integral part of this
AGREEMENT:
(a) Scope of Services -EMS (Exhibit A attached hereto and made a part hereof);
(b) Web Hosting Agreement (Exhibit B attached hereto and made a part hereof);
(c) Business Associate Agreement (Exhibit C attached hereto and made a part hereof)
13. TERMINATION,
13.01 Events Triggering Termination. This Agreement shall be subject to termination
under the following conditions.
(a) Either CITY or CONTRACTOR may terminate this Agreement without cause upon
three (3) months prior written notice to the other party.
(b) If CONTRACTOR fails to materially perform any obligation required hereunder, and
such default continues for thirty (30) calendar days after written notice from CITY specifying the
nature and extent of the failure to materially perform such obligation, this Agreement shall
terminate upon the expiration of said thirty (30) calendar day period.
(c) If CITY fails to materially perform any obligation required hereunder, and such default
continues for thirty (30) calendar days after written notice from CONTRACTOR specifying the
nature and extent of the failure to materially perform such obligation, this Agreement shall
terminate upon the expiration of said thirty (30) calendar day period.
(d) Unless otherwise agreed upon by the parties, if CITY or CONTRACTOR shall apply
for or consent to the appointment of a petition in bankruptcy, make a general assignment for the
benefit of creditors, file a petition or answer seeking reorganization or arrangement with
creditors, or take advantage of any insolvency, or if any order, judgment, or decree shall be
entered by any court of competent jurisdiction on the application of a creditor or otherwise
adjudicating either Party bankrupt or approving a petition seeking reorganization of either Party
or appointment of a receiver, trustee or liquidator of either Party or all or a substantial part of its
assets, this Agreement shall terminate automatically and immediately.
13.02 Rights Upon Termination. If this Agreement is terminated for any reason,
including, without limitation, the breach of this Agreement by any Party, CONTRACTOR shall be
CONTRACT FOR RESCUE AMBULANCE PAGE 5
AND RELATED PROFESSIONAL SERVICES
entitled to recover when due and payable hereunder, all amounts owed to CONTRACTOR
hereunder accrued but unpaid as of the date of termination. Following termination of this
Agreement, for a period of ninety (90) days, CONTRACTOR, at its sole discretion and upon
written notice to CITY of its election to do so, may continue its billing and collection efforts as to
those accounts referred to CONTRACTOR prior to the effective date of termination, subject to
the terms and conditions of this Agreement, for the fee set forth in Section 4.01 above. At the
end of the foregoing period, CONTRACTOR shall return all records to CITY in the format
requested by CITY, including CD, DVD, external hard drive, etc. and shall cooperate in the
transition of the billing and collection services; provided, however, that CONTRACTOR may
keep any copies of records in accordance with applicable law. For cases of default, the
CONTRACTOR shall be given opportunity to cure the default within the allotted 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. The expiration or
termination of this Agreement, for whatever reason, will not discharge or relieve either party
from any obligation which accrued prior to such expiration or termination, will not relieve either
party that has breached this Agreement from liability for damages resulting from such breach
and will not destroy or diminish the binding force and effect of any of the provisions of this
Agreement that expressly, or by reasonable implication, come into or continue in effect on or
after expiration or termination hereof.
14. UNCONTROLLABLE FORCES. Except for CITY's obligation to pay, when due, the fees
and compensation owed to CONTRACTOR, neither 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.
15. JURISDICTION and VENUE. All questions pertaining to the validity and interpretations
of this AGREEMENT shall be determined in accordance with the laws of Florida. Subject to the
foregoing arbitration provisions, any legal action by either party against the other concerning this
AGREEMENT shall be filed in Broward County, which shall be deemed proper jurisdiction and
venue for the action.
16. REPRESENTATIONS. CITY and CONTRACTOR agree that this AGREEMENT
constitutes a legal, valid and binding obligation for each party, enforceable against such party in
accordance with its terms (subject always to applicable bankruptcy, insolvency, receivership
and other similar laws relating to or affecting the enforcement of creditor's rights generally and
CONTRACT FOR RESCUE AMBULANCE PAGE 6
AND RELATED PROFESSIONAL. SERVICES
to general principles of equity). Further, CONTRACTOR and CITY warrant and represent to
each other:
that each (i) is duly formed and organized and validly existing under the laws of the
jurisdiction of its formation, (ii) is properly qualified to do business and is in good
standing under the laws of each jurisdiction in which it does business, (iii) has all
necessary corporate or similar power and authority to execute and deliver this
Addendum and to consummate the transaction contemplated hereby; and
that this AGREEMENT, its execution and the fulfillment and compliance with the terms
and conditions hereof, do not violate or conflict with any provision of or result in any
breach of or default under any (i) organizational documents of each party, (ii) law or
judicial, award, or similar decree, or (iii) agreement, to which CITY or CONTRACTOR,
for CONTRACTOR's representations and warranties, or CITY, for CITY's
representations and warranties, are bound.
17. EXPORT LAWS. CITY shall comply with all then current export laws and regulations of
the U.S. Government and the government of the country in which CITY receives delivery of the
Licensed Software which pertain to the Licensed Software.
18. ASSIGNMENT OF AGREEMENT. Except to a parent, subsidiary, or affiliate,
CONTRACTOR shall not sell, transfer, assign this AGREEMENT, or of its right, title or interest
therein, without the express prior written consent of CITY.
19. NOTICES. Any notice given or required to be given under this Agreement shall be in
writing and shall be addressed to the parties hereto at the addresses set out below. Any such
notices shall be deemed to have been given (i) if mailed, then three (3) days following the date
such notice is placed in the United States mail in a postage paid wrapper, registered or certified
with return receipt requested, addressed to the appropriate party at the address set forth above
for such Party, or to the last address provided in writing to the other party by the addressee, or
(ii) if by any other method, when actually received. Either party may change its address for the
purpose of this Agreement by notice in writing to the other party in accordance herewith,
To CITY:
City of Tamarac
ATTN: Fire Rescue Department
6000 Hiatus Road
Tamarac, FL 33321
To the CONTRACTOR:
Brad Williams
Vice President, Finance
Advanced Data Processing, Inc.
6451 North Federal Highway, Suite 1002
Fort Lauderdale, Florida 33308
CONTRACT FOR RESCUE AMBULANCE PAGE 7
AND RELATED PROFESSIONAL SERVICES
20. SEVERABILITY. Should any part, term or provision of this AGREEMENT be by the courts
decided to be illegal or in conflict with any applicable law, the validity of the remaining portions
or provisions shall not be affected thereby.
21. ENTIRE AGREEMENT. This AGREEMENT contains the entire agreement between the
parties. 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. This Agreement may be amended only in writing signed by the parties.
22. ATTORNEYS FEES_ Should either party institute any action or procedure to enforce this
Agreement or any provision hereof, or for damages by reason of any alleged breach of this
Agreement or of any provision hereof, or for a declaration of rights hereunder (including, without
limitation, arbitration), the prevailing party in any such action or proceeding shall be entitled to
receive from the other party all costs and expenses, including without limitation reasonable
attorneys' fees, incurred by the prevailing party in connection with such action or proceeding.
CONTRACT FOR RESCUE AMBULANCE PAGE 8
AND RELATED PROFESSIONAL SERVICES
IN WITNESS WHEREOF, the parties have made and executed this Agreement on the
respective dates under each signature. CITY OF TAMARAC, signing by and through its Mayor
and City Manager, and CONTRACTOR, signing by and through its Principal, duly authorized to
execute same.
CITY OF TAMARAC
Beth Flans ba im-Talabisco, Mayor
Date
ATTEST: Jeffrey L. Mil r Ci Manager
fvtarwn _wenson, Date: 7
1 iz . N1
Date "
(CORPORATE SEAL)
STATE OF FLORIDA
BROWARD COUNTY
Approved as to form and legal sufficiency:
IV Samuel S. Goren, City Attorney
CONTRACTOR:
Advanced Data Processing, Inc.
A Delaware Corporation
oug Shamon, President
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 14�r-dalc
in the State and City aforesaid on .Tu l9 , 2010
Notary Pub State Florida
My Co mi sion expires.
5I I /3
CONTRACT FOR RESCUE AMBULANCE
AND RELATED PROFESSIONAL SERVICES
R
Notary Public State of Florida
Cindy R Gardner My Commission DD879720
Expires 05/1212013
PAGE 9
Exhibit A
Scope of Services -EMS
Base Services and Obligations:
A. CONTRACTOR shall provide complete medical billing and accounts receivable
management services for CITY as described below. CONTRACTOR shall:
1. Prepare and submit all initial claims and bills for CITY promptly upon receipt
thereof, and prepare and submit all secondary claims and bills promptly after identification of the
need to submit a secondary claim.
2. Assist CITY in identifying all necessary documentation in order to process and
bill the accounts.
3. Direct all payments to a lockbox or bank account designated by CITY, to which
CITY alone will have signature authority.
4. Pursue appeals of denials, partial denials and rejections when deemed
appropriate by CONTRACTOR.
5. Respond to and follow up with all Payors and respond to all messages or
inquiries from a Payor.
6. Provide appropriate storage and data back-up for all records pertaining to CITY's
bills and collections hereunder, accessible to CITY at all reasonable times.
7. Maintain records of all services performed and all financial transactions.
8. Meet, as needed, with representatives of CITY to discuss results, problems and
recommendations.
9. Provide any CITY -designated collection agency with the data necessary for
collection services to be performed when an account is referred to such agency.
10. Ensure that all required documentation and agreements with Payors (e.g.
Medicare, Medicaid, Champus, etc.) are filed and maintained and that CITY is kept apprised of
important changes to industry regulations.
11. Provide reasonably necessary training periodically, as requested by CITY, to CITY's
emergency medical personnel regarding the gathering of the necessary information and proper
completion of run tickets.
12. Utilize up-to-date knowledge and information with regard to coding requirements and
standards, to compliance with applicable federal, state and local regulations.
13. Reconcile the number of transports processed with those received
14. Provide a designated liaison for patient and other Payor concerns.
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AND RELATED PROFESSIONAL SERVICES
15. Provide a toll free telephone number for patients and other Payors to be answered
as designated by CITY.
16. Facilitate proper security of confidential information and proper shredding of all
disposed materials containing such information.
17. Establish arrangements with hospitals to obtain/verify patient insurance and contact
information.
18. Respond to any CITY or Payor inquiry or questions promptly
19. Maintain appropriate accounting procedures for reconciling all deposits, receivables,
billings, patient accounts, adjustments and refunds.
20. Provide access to CITY for all requested information in order for CITY to perform
appropriate and periodic audits. Reasonable notice will be given to CONTRACTOR for any
planned audit and will be conducted during normal business hours of CONTRACTOR
21. Provide timely comprehensive reports in a mutually agreed upon format facilitating
all required aspects of monitoring, evaluating, auditing and managing the services provided.
22. Process refund requests and provide CITY with documentation substantiating each
refund requested.
23. Red Flag Rules - Intermedix acknowledges its obligations as your Business
Associate under the requirements of the Identity Theft Red Flag Rules promulgated
under the Fair and Accurate Credit Transactions Act of 2003 ("Red Flag Rules")
found in 16 C.F.R. Part 681. In accordance with these obligations, we agree:
• to ensure that our activities are conducted in accordance with reasonable policies
and procedures designed to help detect, prevent, and mitigate the risk of identity
theft;
• to have in place policies, procedures, and training to help detect relevant Red
Flags that may arise in the performance of services on your behalf;
• that we will use reasonable efforts to help ensure that any agent or third party
who performs services on our behalf in connection with your accounts, including
a subcontractor, agrees to implement reasonable policies, procedures, and
training designed to help detect, prevent, and mitigate the risk of identity theft;
and
• to alert you to any red flag incident of which we become aware and the steps we
take to mitigate any potential security compromise that may have occurred, and
provide a report of any threat of identity theft as a result of the incident.
B. Specific Scope Compliance:
1. Assign billing patient numbers providing cross-reference to CITY's assigned
transport numbers.
2. Maintain responsibility for obtaining missing or incomplete insurance information.
3. Provide accurate coding of medical claims based on information provided by
CITY.
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AND RELATED PROFESSIONAL SERVICES
4. Make recommendations for fee schedule changes and regularly advise CITY on
changes in statutes and industry regulations.
5. Negotiate and arrange modified payment schedules for individuals unable to pay
full amount when billed.
6. Retain all accounts for a minimum of twelve (12) months (unless otherwise
specified by mutual agreement) and after (12) months turn over accounts for which no collection
has been made (unless insurance payment is pending) to an agency designated by CITY.
Notwithstanding the foregoing, no account shall be turned over for collection without CITY's
consent.
7. Provide for facilities to permit real-time read only electronic look -up access by
CITY to CONTRACTOR'S system to obtain patient data and billing information.
8. Maintain records in an electronic format that is readily accessible by CITY
personnel and that meets all federal and state requirements for maintaining patient medical
records.
9. Maintain daily deposit control sheets and original documentation
10. Create, implement and comply with a Compliance Plan consistent with the
Compliance Program Guidance for Third Party Medical Billing Companies 63 FR 70138;
(December 18, 1998) promulgated by the Office of Inspector General of the Department of
Health and Human Services (OIG).
11. Provide HIPAA Privacy Notices to transported, billed patients as an insert into the
initial billing notice mailed to these patients.
C. CITY's Responsibilities and Obligations:
1. From each patient CITY who receives EMS from CITY ("Patient"), CITY shall use
its best efforts to obtain and forward the following information ("Information") to CONTRACTOR:
• The Patient's full name and date of birth
• The mailing address (including Zip Code) and telephone number of
the Patient or other party responsible for payment ("Guarantor")
• The Patient's social security number
• The name and address of the Patient's health insurance carrier, name
of policyholder or primary covered party, and any applicable group
and ID numbers
• The auto insurance carrier's address and/or agent's name and phone
number if an automobile is involved
• The employer's name, address and Workers Compensation Insurance
information if the incident is work related
CONTRACT FOR RESCUE AMBULANCE PAGE 12
AND RELATED PROFESSIONAL SERVICES
• The Patient's Medicare or Medicaid HIC numbers if applicable
• The Patient's or other responsible parry's signed payment
authorization and release of medical authorization form or other
documentation sufficient to comply with applicable signature
requirements
• The call times, transporting unit, and crew members with their license
level, i.e. EMT-B, EMT -I, or EMT-P
• Odometer readings such that loaded miles may be calculated.
• Any other information that CONTRACTOR may reasonably require to
bill the Patient or other Payor.
2. CITY warrants that all information provided to CONTRACTOR shall be accurate
and complete, to the best of its knowledge. CONTRACTOR shall have no obligation to verify
the accuracy of such information, and CITY shall be solely responsible for such accuracy. CITY
agrees to indemnify CONTRACTOR, its agents, and employees from any and all liabilities and
costs, including reasonable attorneys' fees, resulting from (a) any inaccurate or misleading
information provided to CONTRACTOR that results in the actual or alleged submission of a
false or fraudulent claim or (b) any other actual or alleged violation of local, state or federal laws,
including but not limited laws applicable to Medicare, Medicaid or any other public or private
Payor or enforcement agency.
3. CITY will provide CONTRACTOR with necessary documents required by third
parties to allow for the electronic filing of claims by CONTRACTOR on CITY's behalf.
4. CITY will provide CONTRACTOR with its approved billing policies and
procedures, including fee schedules and collection protocols. CITY will be responsible for
engaging any third party collection service for uncollectible accounts after CONTRACTOR has
exhausted its collection efforts.
5. CITY will timely process refunds identified by CONTRACTOR for account
overpayments.
6. CITY will cooperate with CONTRACTOR in all matters to ensure proper
compliance with laws and regulations.
7. CITY will assure that all of its personnel involved in the delivery of EMS hold the
licensure or certification required to perform such services, and are not excluded persons listed
on the OIG exclusion list.
CONTRACT FOR RESCUE AMBULANCE PAGE13
AND RELATED PROFESSIONAL SERVICES
Exhibit B
Web Hosting Agreement
1. License. CONTRACTOR grants to CITY a limited, non-exclusive and non -transferable
license: (i) to access and use the CONTRACTOR'S proprietary IMX billing system software (the
"Software") in executable code format via Internet connection to CONTRACTOR's hosting
facility solely in support of the billing and collection with respect to the CITY's EMS services;
and (ii) to use any associated end -user documentation provided by CONTRACTOR (the
"Documentation") in support of CITY's authorized use of the Software. Except as expressly
permitted herein, no express or implied license is granted to CITY to use, receive, reproduce,
copy, market, sell, distribute, license, sublicense, lease, timeshare, or rent the Software or any
component thereof. No modification of, or preparation of derivative works based on the
Software or Documentation is permitted. CITY shall not disassemble, decompile, decrypt or
reverse engineer the Software or in any way attempt to discover or reproduce source code for
the Software, or any portion thereof. CITY shall not develop or license any third party programs,
applications, tools or other products which interface or interact with the Software without the
prior written consent of CONTRACTOR. CITY agrees not to remove the copyright, trade secret
or other proprietary protection legends or notices which appear on or in the Software. The
Software may incorporate software under license from a third party. If the third party requires
CITY's notification of such use through an End User License Agreement ("EULA"),
CONTRACTOR will provide such notification to CITY. In order to use the Software, CITY agrees
to be bound by all EULA(s) provided at the time of delivery whether by hardcopy or displayed
upon installation or use of the Software. CITY's use of the Software subsequent to such
notice(s) shall constitute CITY's acceptance of the EULA(s).
2. Hosting of Application. CONTRACTOR shall establish and maintain a production version
of the Software for CITY's use, including any necessary physical links to the Internet via an
Internet service provider or through a direct Internet connection. The Software shall reside on a
server or cluster of servers which are physically located at CONTRACTOR' place of business
or at a third -party site that meet or exceed the following service level requirements: (i) 5
megabits connectivity with redundant connections to multiple tier-1 backbone providers (XO
Communications and Time Warner Telecommunications) (ii) Dual Intel Xeon Processors; (iii)
fault tolerant storage; (iv) and 24/7 site and server monitoring. The Software may reside on a
server used for the applications of other CONTRACTOR customers. As of the date of this
Agreement, the Software resides at a cluster of servers that are physically located in highly
secure high-tech data centers in Austin, Texas and Houston, Texas.
3. Application Maintenance. CONTRACTOR shall maintain the Software so that it is
available for access by CITY. CONTRACTOR shall implement commercially reasonable
procedures regarding application management, load balancing, back-up, recovery, file and disk
space utilization management, and data security to ensure that the most recent version of the
Software resides on the server or may be reinstalled without undue delay. The Software shall
be capable of continuous operation 99.9% of the time, other than for interruptions due to service
maintenance and upgrades, system failure, system back-up and recovery and for causes
beyond CONTRACTOR's reasonable control. CONTRACTOR will ensured the availability of
qualified engineers around the clock, ready to intervene should the need arises 365 days per
year and 24 hours a day.
4. Internet Access. CITY shall be responsible for providing its own Internet access, and in no
event shall CITY be provided with direct access (by modem or otherwise) to the Software
server, other than access that is available to third parties generally through the Internet. The
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parties acknowledge that, since the Internet is neither owned nor controlled by any one entity,
CONTRACTOR makes no guarantee that any given user will be able to access the Software at
any given time. There are no assurances that access will be available at all times and
uninterrupted, and CONTRACTOR shall not be liable to CITY for its inability to access the
Software.
S. Limitation of Access to Software. CITY's right to access and use the Software will vary
depending upon the scope of the Contractor Services being provided by CONTRACTOR. By
way of example, if CONTRACTOR is responsible for inputting CITY's data, CITY's access to the
Software will not include the ability to input, delete, or otherwise change such data. Moreover,
access to data shall be limited to the employees, representatives and agents of CONTRACTOR
and the authorized personnel of CITY. A complete and signed access form for each of CITY's
personnel authorized to access the Software must be submitted to and approved by
CONTRACTOR.
6. Statistical Reporting. Statistical and financial data reports will be available on the Software
at all times that the Software is available. The format and content of the statistical data will be
established and defined by CONTRACTOR and such reports may be added, modified or
deleted without notice to CITY. Notwithstanding the foregoing, CITY may request that specific,
custom reports be made available to it at an additional charge to be negotiated between
CONTRACTOR and CITY.
7. Acknowledgement with Respect to Reports. With respect to each report generated by the
Software, CITY acknowledges and agrees:
(a) Such report represents a "snapshot" of a moment in time, and, as such, the snapshot may
not be accurate with respect to financial results on the whole.
(b) The underlying data may be subject to correction from time -to -time, which may change the
results of the report or its interpretation.
(c) The data represented in the report constitutes only a limited portion of all data available
regarding CITY's business. Accordingly, any particular report may not accurately represent the
CITY's then -current or future financial condition.
8. Security. CITY acknowledges that it is solely responsible for providing security software,
including without limitation, firewalls and similar applications, to prevent unauthorized access to
its computer systems. CONTRACTOR shall use commercially reasonable efforts to maintain the
security of the Software, but shall not be responsible for the CITY's loss or dissemination of
passwords or other breaches beyond CONTRACTOR's reasonable control.
9. Data protection. CONTRACTOR addresses customer privacy issues very seriously.
CONTRACTOR agrees that it will not use or make available any personally identifiable
information other than administering the client's account and collecting usage statistics in order
to improve CONTRACTOR's products and service specifications. During the term of this
Agreement and after termination or expiration of this Agreement, CONTRACTOR will not in any
way transfer to any third party or use in direct or indirect competition with CITY any information
or data posted by or for the benefit of CITY on CONTRACTOR's website and acknowledges that
all such information is confidential ("Confidential Information"), Confidential Information
includes, but is not limited to, the terms and conditions of this Agreement, technical information,
price lists, data and business plans. Confidential Information is the exclusive property of the
disclosing party and may be used by the receiving party solely in the performance of its
obligations under this Agreement. CONTRACTOR acknowledges that its handling of
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information on behalf of client is or may be subject to federal, state or local laws, rules,
regulation and restrictions regarding the privacy of consumer information. CONTRACTOR
agrees to comply with all of such laws, rules, regulations and restrictions at its sole cost and
expense. This Confidential Information section and all obligations contained therein will survive
any termination or expiration of this Agreement.
10. Service disruption caused by customer actions. Although through there are limitations
on the manipulation of critical server configuration files, server settings, etc., a customer is
allowed, CONTRACTOR shall not be liable for service outages caused by direct customer
actions.
11. Supplemental Indemnification
(a) To the extent permitted by law and subject to the limited waiver of sovereign
immunity set forth in s. 768,28, F.S., CITY shall indemnify, hold.harmless and, at
CONTRACTOR's request, defend CONTRACTOR, and its directors, officers, and
employees, from and against any liabilities, claims, actions, damages, losses,
costs and expenses (including court costs and reasonable fees of attorneys),
brought by third parties against CONTRACTOR arising out of or resulting from
CITY's infringement of such third party's intellectual property rights.
(b) CONTRACTOR shall indemnify, hold harmless and, at CITY's request and upon
CONTRACTOR's written agreement, defend CITY, and its directors, officers, and
employees, from and against any liabilities, claims, actions, damages, losses,
costs and expenses (including court costs and reasonable fees of attorneys),
brought by third parties against CITY arising out of or resulting from
CONTRACTOR's infringement of such third party's intellectual property rights.
(c) CONTRACTOR's solutions are designed and hosted with the utmost
consideration for data privacy concerns, adhering to federal and state guidelines
and industry best practices, providing audit trails and notifications of all system
transactions. CONTRACTOR maintains adequate professional liability insurance
and will provide CITY with a Certificate of Insurance for such. In no event shall
Licensor or its licensors or suppliers pay for incidental, indirect, special, or
consequential damages, even if they have been advised of or should have
foreseen, the possibility of such damages beyond the values as maintained in the
professional liability insurance.
(d) Both parties shall promptly notify each other in writing. Either party may, at its
sole discretion and expense, participate in the defense of any claim or action and
any negotiations for settlement. No settlement which may adversely affect either
party's rights or obligations shall be made without either party's prior written
approval
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Exhibit C
Business Associate Agreement
This Business Associate Agreement ("Agreement") is between City of Tamarac ("Covered
Entity") and ADPI-Intermedix ("Associate") and is effective as of the date this entire Agreement
is executed (the "Effective Date").
WHEREAS, the Agreement requires Associate to have access to and/or to collect or create
Protected Health Information ("PHI") in order to carry out Associate's functions on behalf of
Covered Entity;
WHEREAS, Covered Entity and Associate intend to protect the privacy and provide for the
security of PHI disclosed by Covered Entity to Associate or collected and created by Associate
pursuant to the Agreement in compliance with the Health Insurance Portability and
Accountability Act of 1996, Public Law 104-191 ("HIPAA") and the regulations promulgated
thereunder, including, without limitation, the regulations codified at 45 CFR Parts 160 and 164
("HIPAA Regulations"), and other applicable laws, in each case, as amended from time to time;
and
WHEREAS, the HIPAA Regulations require Covered Entity to enter into an agreement with
Associate containing certain requirements with respect to the use and disclosure of PHI and
which are contained in this Agreement.
NOW, THREFORE, in consideration of the mutual promises contained herein and the exchange
of information pursuant to this Agreement, the parties agree as follows:
1. Definitions
Capitalized terms used herein without definition shall have the meanings as ascribed thereto in
the HIPAA Regulations.
2. Obligations of Associate
a. Permitted Uses and Disclosures. Associate shall not use or disclose PHI except
for the purpose of performing Associate's obligations under the Agreement and as
permitted under the Agreement or as required By Law. Further, Associate shall not use
PHI in any matter that would constitute a violation of the HIPAA Regulations or other
applicable federal or state law if so used by Covered Entity, except that Associate may
use PHI (i) for the proper management and administration of Associate; (ii) to carryout
the legal responsibilities of Associate; or (iii) for Data Aggregation purposes involving
one or more Affiliate Entity (as defined herein) of Covered Entity for the Health Care
Operations of Covered Entity. For purposes of this Agreement, "Affiliate Entity" shall
mean an individual or corporation, partnership or other legal entity that controls, is
controlled by or under common control with Covered Entity.
b. Appropriate Safeguards. Associate shall implement administrative, physical, and
technical safeguards that (i) reasonably and appropriately protect the confidentially,
integrity, and availability of electronic PHI that it creates, receives, maintains or transmits
on behalf of Covered Entity, and (ii) prevent the use or disclosure of PHI other than as
contemplated by the Agreement and this Business Associate Agreement. Associate
shall maintain a comprehensive written information privacy and security program that
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includes administrative, physical, and technical safeguard appropriate to the size and
complexity of the Associate's operations and the nature and scope of its activities. Use
and disclosure of de -identified PHI is not permitted by this Agreement without the prior
written consent of Covered Entity.
C. Duty to Mitigate. Associate agrees to mitigate, to the extent practicable, any
harmful effect that is known to Associate of a use or disclosure of PHI by Associate in
violation of the requirements of this Agreement.
d. Reporting of Security Incident and/or Improper Use or Disclosure. Associate shall
report to Covered Entity, by telephone, a Security Incident any use and/or disclosure of
PHI other than as provided for by the Agreement within a reasonable time of becoming
aware of such Security Incident and/or use or disclosure (but not later than 12 hours
thereafter), in accordance with the notice provisions set forth herein. Such notice shall
take (i) prompt action to cure any such deficiencies as reasonably requested by Covered
Entity, and (ii) any action pertaining to such Security Incident and/or unauthorized
disclosure required by applicable federal and state laws and regulations.
e. Associate's Agents. To the extent that Associate uses one or more
subcontractors or agents to provide services under the Agreement, and such
subcontractors or agents receive or have access to PHI, Associate shall sign an
agreement with such subcontractors or agents containing in substantially the same
provisions as this Agreement (the "Subcontractors Agreement") and further identifying
Covered Entity as -a third party beneficiary with rights of enforcement and indemnification
from such subcontractors or agents in the event of any violation of the Subcontractors
Agreement. Associate shall implement and maintain sanctions against agents and
subcontractors that violate such restrictions.
f. Access to PHI. Within 10 days of receipt of a request, Associate shall make PHI
maintained in a Designated Record Set available to Covered Entity or, as directed by
Covered Entity, to an individual to enable Covered Entity to fulfill its obligations under
Section 164.524 of the HIPAA Regulations. In the event that any individual request
access to PHI directly from Associate, Associate shall forward such request to Covered
Entity. A denial of access to requested PHI should not be made without the prior written
consent of Covered Entity.
g. Agreement of PHI. Associate shall incorporate any amendment to PHI
maintained in a Designated Record Set that Covered Entity directs or agrees to, within
10 days of receipt of a request therefore by Covered Entity or an individual to enable
Covered Entity to fulfill its obligations under Section 164.526 of the HIPAA Regulations.
If any individual request an amendment of PHI directly from Associate, Associate must
notify Covered Entity in writing within five days of the request. A denial of amendment of
PHI maintained by Associate or its agents or subcontractors shall not be made without
the prior written consent of Covered Entity.
h. Accounting Rights. Within 10 days of notice by Covered Entity of a request for an
accounting of disclosure of PHI, Associate and its agents or subcontractors shall make
available to Covered Entity the information required to provide an accounting of
disclosures to enable Covered Entity to fulfill its obligations under Section 164,528 of the
HIPAA Regulations. In accordance with the HIPAA Regulation, Associate shall not
include in such an accounting those disclosures made: (i) to carry out treatment,
payment or health care operations, as provided in Section 164.502 of the HIPAA
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Regulations; (ii) to individuals of PHI about them as provided in Section 164.502 of the
HIPAA Regulations; (iii) pursuant to an authorization as provided in section 164,508 of
the HIPAA Regulation; (iv) to persons involved in the individual's care or other
notification purposes as provided in Section 164.510 of the HIPAA Regulations; (v) for
national security or intelligence purposes as provided in Section 164.512 (k)(2) of the
HIPAA Regulations; or (vi) to correctional institutions or law enforcement officials as
provided in Section 164.512 (k)(5) of the HIPAA Regulations. Associate agrees to
implement a process that allows for an accounting of disclosures of PHI to be collected
and maintained by Associate and its agents or subcontractors. Further, Associate
agrees that upon termination or expiration of the Agreement, Associate shall provide to
Covered Entity an accounting of all such disclosures made since the compliance date of
the HIPAA Regulations. At a minimum, such information shall include: (i) the date of
disclosure; (ii) the name of the entity or person who received PHI and, if known, the
address of the entity of the person; (iii) a brief description of PHI disclosed; and (iv) a
brief statement of purpose of the disclosure that reasonably informs the individual of the
basis for the disclosure or a copy of the written request for disclosure. In the event that
the request for an accounting is delivered directly to Associate or its agents or
subcontractors, Associate shall, within five days of a request, forward it to Covered
Entity in writing. It shall be Associate's responsibility to prepare, and Covered Entity's
responsibility to deliver, any such accounting requested. Associate shall not disclose any
PHI, except in accordance with this Agreement.
i. Governmental Access to Records. Associate shall make its internal practices,
books and records relating to the use and disclosure of PHI available to the Secretary of
the U.S. Department of Health and Human Services (the "Secretary") for purposes of
determining Covered Entity's compliance with the HIPAA Regulations. Notwithstanding
the forgoing, no attorney -client, accountant -client or other legal privilege shall be
deemed waived by Covered Entity or Associate by virtue of this section. Except to the
extent prohibited by law, Associate agrees to notify Covered Entity of all requests served
upon Associate for information or documented by or on behalf of the secretary.
Associate shall provide to Covered Entity a copy of any PHI that Associate provide to the
Secretary concurrently with providing such PHI to the Secretary.
1• Minimum Necessary. Associate (and its agents or subcontractors) shall only,
request, use and disclose the minimum amount of PHI necessary to accomplish the
purpose of the request, use or disclosure.
k. Data Ownership. Associate acknowledges that Associate has no ownership
rights with respect to the PHI.
1. Associate's Insurance. Associate shall obtain and maintain, during the term of
the Agreement, reasonable liability insurance covering claims based on any violation by
Associate of the terms of this Agreement, if such insurance is reasonably available. A
copy of such policy or a certificate evidencing such policy shall be provided to Covered
Entity upon request.
m. Audits; Inspection and Enforcement. Within 10 days of a written request by
Covered Entity, Associate and its agents or subcontractors shall allow Covered Entity to
conduct a reasonable inspection of the facilities, systems, books, records, agreements,
policies and procedures relating to the use or disclosure of PHI pursuant to this
Agreement for the purpose of determining whether Associate has complied with this
Agreement; provided, however, that (i) Associate and Covered Entity shall mutually
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agree in advance upon the scope, timing and location of such an inspection; (ii) Covered
Entity shall protect the confidentially of all confidential and proprietary information of
Associate to which Covered Entity has access during the course of such inspection; and
(iii) Covered Entity shall execute a nondisclosure agreement, upon terms mutually
agreed upon by the parties, if requested by Associate. The fact that Covered entity
inspects, or fails to inspect, or has the right to inspect, Associate facilities, systems,
books, records, agreement, policies, and procedures does not relieve Associate of its
responsibility to comply with his Agreement, nor does Covered Entity's (i) failure to
detect or (ii) detection, but failure to notify Associate or require Associate's remediation
of any unsatisfactory practices, constitute acceptance of such practices or a waiver of
Covered Entity's enforcement rights under this Agreement.
n. State Privacy Laws. Associate shall comply with state laws to extent that such
state privacy laws are not preempted by HIPAA.
3. Termination
a. Breach. A breach or violation by Associate of any provision of this Agreement,
as determined by Covered Entity, shall constitute a breach of this Agreement and shall
provided grounds for immediate termination of the Agreement by Covered entity under
the Agreement.
b. Reasonable Steps to Cure Breach. If covered entity knows of a pattern of activity
or practice of Associate that constitutes a material breach or violation of the Associate's
obligations under the provisions of this Agreement and elects not to first terminate the
Agreement pursuant to Section3.a., then Covered Entity may take reasonable steps to
cure such breach or end such violation, as applicable. If Covered Entity's efforts to cure
such breach or end such violation are unsuccessful (in the sole judgment of Covered
Entity), Covered entity shall either (i) terminate the Agreement, if feasible or (ii) if
termination of the Agreement is not feasible, Covered Entity shall report Associate's
breach or violation to the Secretary.
C. Judicial or Administrative Proceedings. Covered Entity may terminate the
Agreement, effective immediately, if (i) Associate is named as a defendant in a criminal
proceeding for an offense related to healthcare or (ii) a finding or stipulation that
Associate has violated any standard or requirement of any law or regulation relating to
healthcare is made in any administrative or civil proceeding in which Associate has been
joined.
d. Effect of Termination. Upon termination of the Agreement for any reason,
Associate shall either return or destroy all PHI, as requested by Covered Entity, that
Associate or its agents or subcontractors still maintain in any form, and shall retain no
copies of such PHI. If Covered Entity requests that Associate return PHI, such PHI shall
be returned in a mutually agreed upon format and timeframe, at no additional charge to
Covered Entity. If return or destruction is not feasible, Associate shall continue to extend
the protections of this Agreement to such information, and limit further uses and
disclosures of such PHI to those purposes that make the return or destruction of such
PHI not feasible. If associate is to destroy the PHI, Associate shall certify in writing to
Covered Entity that such PHI has been destroyed.
4. Indemnity
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Associate hereby agrees to indemnify and hold harmless Covered Entity its affiliates, and their
respective officers, directors, shareholders, employees and agents from and against any and all
liability, loss, fines, penalties, damage, claims or causes of action and expenses associated
therewith (including, without limitation, court costs and attorney's fees) caused directly and
indirectly by Associate's breach of its obligation under this Agreement. Covered Entity may
enforce Associate's obligations hereunder by seeking equitable relief, without bond, which
remedy shall be nonexclusive.
5. Disclaimer
Covered entity makes no warranty or representation that compliance by Associate with this
Agreement, HIPAA or the HIPAA Regulations will be adequate or satisfactory for Associate's
own purposes. Associate is solely responsible for all decisions made by Associate regarding the
safeguarding of PHI.
6. Certification
To the extent that Covered Entity determines it is necessary in order to comply with Covered
Entity's legal obligations pursuant to HIPAA relating to certification of its security practices,
Covered Entity or its authorized agents or contractors, may, at Covered Entity's expense,
examine Associate's facilities, systems, procedures and records as may be necessary for such
agents or contractors to certify to Covered Entity the extent to which Associate's security
safeguards comply with HIPAA, the HIPAA Regulations.
7. Amendment
The parties acknowledge that state and federal laws relating to data security and privacy are
rapidly evolving and that amendment of this Agreement may be required to provide for
procedures to ensure compliance with such developments. The parties specifically agree to take
such action as is necessary to implement the standards and requirements of HIPAA, the HIPAA
Regulations and other applicable laws relating to the security or confidentially of PHI. The
parties understand and agree that Covered Entity must receive satisfactory written assurance
from Associate that Associate will adequately safeguard all PHI. Upon the request of Covered
Entity, Associate agrees to promptly enter into negotiation concerning the terms of an
amendment to this Agreement embodying written assurance consistent with the standards and
requirements of HIPAA, the HIPAA Regulations or other applicable laws. Covered Entity may
terminate the Agreement upon 30 days written notice in the event (i) Associate does not
promptly enter into negotiations to amend this Agreement when requested by Covered Entity
pursuant to this Section 7 or (ii) Associate does not enter into an amendment to this Agreement
providing assurances regarding the safeguarding of PHI that Covered Entity, in its sole
discretion, deems sufficient to satisfy the standards and requirements of HIPAA and the HIPAA
Regulations.
8. Assistance in Litigation or Administrative Proceedings
Associate shall make itself, and any subcontractors, employees or agents assisting Associate in
the performance of its obligations under this Agreement, available to Covered Entity, to testify
as witnesses, or otherwise, in the event of litigation or administrative proceedings being
commenced against Covered Entity, its directors, officers or employees based upon a claimed
violation of HIPAA, the HIPAA Regulations or other laws relating to security and privacy, except
where Associate or its subcontractor, employee or agent is a named adverse party.
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9. No Third Party Beneficiaries
Nothing express or implied in the Agreement is intended to confer, nor shall anything herein
confer, upon any person other than Covered Entity, Associate and their respective successors
or assigns, any rights, remedies, obligations, or liabilities whatsoever.
10. Effect on Agreement
Except to the extent inconsistent with this Agreement, all other terms of the Agreement shall
remain in force and in effect.
11. Survival
The provisions of this Agreement shall survive the termination or expiration of the Agreement.
12. Interpretation
The provisions of this Agreement shall prevail over any provisions in the Agreement that may
conflict or appear inconsistent with any provision in this Amendment. This Agreement shall be
interpreted s broadly as necessary to implement and comply with HIPAA and the HIPAA
Regulation. The parties agree that any ambiguity in this Agreement shall be resolved in favor of
a meaning that complies and is consistent with HIPAA and the HIPAA Regulations.
13, Governing Law
This Business Associate Agreement shall be construed in accordance with the laws of the State
of Florida.
14. Notices
All notices required or permitted under this Business Associate Agreement shall be in writing
(except as otherwise required by Section 2.d.) and sent to the other party as directed below or
as otherwise directed by either party, from time to time, by written notice to the other. All such
notices shall be deemed validly given upon receipt of such notice by certified mail, postage
prepaid, facsimile transmission (solely with respect to notification pursuant to Section 2_d.) or
personal or courier delivery:
If Covered Entity: City of Tamarac
ATTN: Fire Rescue Department
6000 Hiatus Road
Tamarac, FL 33321
If to Associate: ADPI-Intermedix
6451 N Federal Highway, Suite 1002
Ft. Lauderdale, FI 33308
Attn: Joe McCloskey
Telephone no: 954-308-8714
Facsimile no: 305-521-0785
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