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HomeMy WebLinkAboutCity of Tamarac Resolution R-2003-222Temp. Reso #10220 Page 1 August 22, 2003 Revised on September 11, 2003 CITY OF TAMARAC, FLORIDA RESOLUTION NO. R-2003 -�,-�— A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA, APPROVING AND EXECUTING THE ASSIGNMENT, DELEGATION AND RELEASE AGREEMENT AMONG THE CITY OF TAMARAC, SECOND REVIEW, INC. A FLORIDA CORPORATION (F/K/A ADVANCED DATA PROCESSING, INC., A FLORIDA CORPORATION) AND ADVANCED DATA PROCESSING, INC. A DELAWARE CORPORATION FOR RESCUE AMBULANCE BILLING AND RELATED PROFESSIONAL SERVICES. PROVIDING FOR CONFLICTS; PROVIDING FOR SEVERABILITY; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, on September 22, 1999 the City of Tamarac entered into an Agreement with Advanced Data Processing, Inc. a Florida Corporation for the provision of Medical Billing Services via Resolution 99-239; and WHEREAS, the City renewed the Agreement with Advanced Data Processing, Inc. a Florida Corporation on October 1, 2002 via Resolution 2002-255; and WHEREAS, on October 10, 2002 Advanced Data Processing, Inc. a Florida Corporation changed its name to Second Review, Inc. Attached hereto as Exhibit A; and WHEREAS, on October 11, 2002, Advanced Data Processing, Inc. a Delaware Corporation acquired the assets of Second Review, Inc., f/k/a Advanced Data WINDOWS\CE:-MP\lPmp Resn 10220-AIDP Assymn nt.doc. Temp. Reso #10220 Page 2 August 22, 2003 Revised on September 11, 2003 Processing, Inc., a Florida Corporation, including the rights, duties and obligations of Second Review, Inc. as evidenced by Exhibit B attached; and WHEREAS, Advanced Data Processing, Inc a Delaware Corporation has the legal authority to execute this Assignment Agreement on behalf of Second Review, Inc., f/ka Advanced Data Processing, Inc., a Florida Corporation; and WHEREAS, the parties desire to enter into this Assignment Agreement in order to formalize the assignment of Second Review, Inc.'s (f/k/a as Advanced Data Processing, Inc.) rights, obligations and responsibilities under this Assignment Agreement with respect to the provision of medical billings, collections, and accounts receivable services for CITY's Fire Rescue Division, attached hereto as Exhibit C. 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 is hereby made a specific part of this Resolution. SECTION 2 Authorizing the appropriate City Officials to approve and execute the Assignment, Delegation and Release Agreement among the City of Tamarac, Second Review, Inc., (f/k/a Advanced Data Processing, Inc.) a Florida Corporation and Advanced Data Processing, Inc., a Delaware Corporation for the provision of medical billing services. Temp. Reso #10220 Page 3 August 22, 2003 Revised on September 11, 2003 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. SECTION 5 This Resolution shall become effective immediately upon its passage and adoption. PASSED, ADOPTED AND APPROVED this 24th day of September, 2003. ATTEST: MARION SW ENSON, CMC CITY CLERK I HEREBY CERTIFY that I have approved this RESOLUTION as to form. MITCHELL S. Kf CITY ATTORN J, E SCHREIBER, MAYOR RECORD OF COMMISSION VOTE: MAYOR SCHREIBER DIST 1: COMM. PORTNER DIST 2: COMM. FLANSBAUM-TALABISC DIST 3: COMM. SULTANOF DIST 4: V/M ROBERTS EXABIT A Temp. Reso. #10220 0 ARTICLES OF AMENDMENT r-r; yF TO N x t r ARTICLES OF INCORPORATION S a- N OF 5 N [Orn --� ADVANCED DATA PROCESSING, INC. ` Pursuant to -the provisions of Chapter 607, Florida Statutes, the undersigned corporation adopts the following Articles of Amendment to its Articles of Incorporation filed the 26th day of july,1984, under Document Number M03196. 1.. The name of the corporation is hereby amended. From: ADVANCED DATA PROCESSING, INC. To: SECOND REVIEW, INC. 2. The date t e adoption of the Articles of Amendment was the day of 2002. 3. The Amendment to the Articles of Incorporation was unanimously adopted by all members of the Board of Directors and all Stockholders. DATED this /-L'—� day ofZ842d�l 2002• ADVANCED DATA PROCESSING, INC. B 4N.D . &IFIR.AZNZEZAS., o kholder, r and President BY: PAIIL J. ZELAS, ockholder and Director C:\WPSI\Franzelar\AdvancedDataprocInc\ART.AMF.wpd CT CORPORATION SYSTEM CORPORATIONS) NAME 'I.- Advanced Data changing name Inc. "43196 Temp. Reso. #10220 EX-11BIT q Second Review,.Inc. _ s � � 2. Advanced Data Processing, inc. T'� () Profit Amendment {) Nonprofit {) Merger () Foreign {) Dissolution/ Withdrawal {) Mark () Limited Partnership Reinstatement Annual O Report `'' M' {) LLC O Name Registration O Other . {) Fictitious Name Change of RA, r ,";.} (} Certified Copy () Photocopies ) UCC : ;::; ,•� O CUS {) Call When Ready ()Call If Problem (x) Walk I>x Will Wait () After 4:30 co Mail Out (x) Pick Up Name 10/11/02 Availability Document - r! ' Examiner Updater ` Verifier �4 � IG c111 A, u W.P. Verifier 660 East Jefferson Street Tallahassee, FL 32301 Tel. 850 222 1092 Fax 850 222 7615 — Order#: 5624868 - x 0/ 11 /02-.-0104a--017 Ref#: Amount: $ ColtliieRlQ OCT 1 12002 A CCH LEGAL INFORMATION SERVICES COMPANY ADVANCED Su520 01NW 765 Street Road phFax 305 5211 0653 DATA PROCESSING, INC. Miami, FL 33169 Email: adpdhartung@bellsouth.net June 19, 2003 City of Tamarac Attn: Chief Forsberg VIA Email Dear Chief Forsberg: Subject.- Second Review, Inc. Temp. Reso. #10220 EXHIBIT B The contracted company with the City of Tamarac, Advanced Data Processing, Inc. (a Florida Corporation), changed its name to Second Review, Inc. and the new Advanced Data Processing, Inc. (a Delaware Corporation) purchased the assets of Second Review, Inc. (formerly known as Advanced Data Processing, Inc. a Florida Corporation). While the current contract is with the original contractor, Second Review, Inc. (formerly known as Advanced Data Processing, Inc. a Florida Corporation) we would like to move forward with an assignment with the new Advanced Data Processing, Inc. (a Delaware Corporation) as soon as possible. I hope that this assists in the explanation of the transaction that took place in October of 2002. 1 have also attached a press release from December 2002. Sincerely, Darryl Hartung Senior Manager Advanced Data Processing, Inc. . Y C)NO CX CORPORATIO SYST CORPORATION(s) NAME 1. Advanced Data Processing, Inc.' changing name to: Second Review, Inc. .c 2. Advanced Data Processing, Inc. 711 r ^, p� _Profit () Amendment {) Merger - --; ( on roft oreign () Dissolution/Withdrawal () Mark -� Reinstatement O Limited Partnership O Annual Report O Other () LLC () Name Registration () Change of RA 1 _ t" co ( ) Fictitious Name () UCC () Certified Copy ( ) Photocopies () CUS ( ) Call When Ready (} Call If Problem () After 4.30 (x) Walk In () Will Wait (x) Pick Up O Mail Out ' Name 10/11/02 Order#: 5624868 Availability 4 00 0 ❑8 :3 3 S 21 4-2 Document � -10/ 11 /02----01040--018 Examiner :2 114_Ref#: *****70. 00 ***W k70. 00 Updater _ Verifier W.P_ Verifier — Amount: $ 660 East Jefferson Street Tollohossee, FL 32301 Tel. 850 222 1092 Fox 850 222 7615 A CCH LEGAL INFORMATION SERVICES COMPANY 3 APPLICATION BY FOREIGN CORPORATION FOR AUTHORIZATION TO TRANSACT BUSINESS IN FLORIDA IN COMPLIANCE WITH SECTION 607.1503, FLORIDA STATUTES, THE FOLLOWnVG IS SUBMITTED TO .REGISTER A FOREIGN CORPORATION TO TRANSACT B USINESS IN THE STATE OF FLORIDA. 1. Advanced Data Processing,Inc. (Name of corporation-, must include the word "INCORPORATED", "COMPANY", "CORPORATION" or words or abbreviations of like import in language as will clearly indicate that it is a corporation instead of natural person or partnership if not so contained in the name at present.) cf7 a Delaware t� 2. 3• being applied for-': c� (State or country under the law of which it is incorporated) (FEI number, if applicable) ;.; -71 cry ---- 4. 9-1 —O - Pe etual r'n Date of incorporation) ( rp ) (Duration: Year co wz1I cease to exist or "perpep<ivt) � C7 r— 6. Upon qualification (Date first transacted business in Florida.) (SEE SECTIONS 607.1501, 607.1502 and 817.155, Z~.S.) r7 .t- 7. 600 T •vi Suite 6110 Houston TX 770 2 (Current mailing address) Any lawful act or activity, _ (Purpose(s) of corporation authorized in home state or country to be carried out in state of Florida) 9. Name and street address of Florida registered agent: (P.O. Box or Mail Drop Box NOT acceptable) Name: C T Corporation System c/o CT Corporation System Office Address: 1200 South Pine Island Road Plantation I0. Registered agent's acceptance: Florida, 33324 (Zip code) Having been named as registered agent and to accept service ofprocess for the above stated corporation at the place designated in this application, I hereby accept the appointment as registered agent and agree to act in this capacity. I further agree to comply with the provisions of all statutes relative to the proper and complete performance of my duties, and I am familiar with and accept the obligations of my position as registered agent. C T Corporation System (Registered agent's signature) 11. Attached is a certificate of existence duly authenticated, not more than 90 days prior to dclivery of this application to the Department of State, by the Secretary of State or other official having custody of corporate records in the jurisdiction under the law of which it is incorporated. 12. Names and addresses of officers and/or directors: (Street address ONLY - P,O. Box NOT acceptable) PM 9 . *7199 C T SyMEM Online r _ !k . A. DIRECTORS (Street address only - P.O. Box NOT acceptable) Chairman: v d J Graham Address: v gSuite 6110 cn o • Houston, Texas 77002 C Vice Chairman: Address:�� O w Director: David J. Graham Address: 600 Travis, Suite 6110 Houston, Texas 77002 Director: Address: B. OFFICERS (Street address only - P.O. Box NOT acceptable) President: Doue Shamon Address; _ a Suite 6110 Houston, Texas 77002 Vice President: Address: Secretary: Gregoryn L. Elli t Address: 600 Travis Suite 6110 Houston. 'Texas 77002 Treasurer Z= SbAmga Address: TKaviga Suite 6110 Houston Texas 770.02 NOTE: If ne a-ssary, }ru may a7h an addendum to the application listing additional officers and/or directors, 13. MIM (Signature of Chairman, Vice 1 14• .j G ra harr ('Typed or pr Fw19 - 9/21" c r s,%ntem online rman, or any officer listed in number 12 of the application) C�1r ar\ I name and capacity of person signing application) x DeCaware PAGE 1 the First ,state I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY "ADVANCED DATA PROCESSING,"'-'INC." IS DULY INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND IS IN GOOD STANDING AND HAS A LEGAL CORPORATE EXISTENCE SO FAR AS THE'RECORDS OF THIS OFFICE SHOW, AS OF THE THIRD -,DAY OF OCTOBER, A.D. 2002. AND I DO HEREBY FURTHER CERTIFY THAT THE SAID "ADVANCED DATA PROCESSING, INC." WAS INCORPORATED ON THE EIGHTEENTH DAY -OF r- r. SEPTEMBER, A.D. 2002. AND I.DO HEREBY FURTHER CERTIFY THAT THE FRANCHISE - E,S `n HAVE NOT SEEN ASSESSED TO DATE. !r7 c.7 a w +� 3555042 8300 Harriet Smith Windsor. Secretary of State AUTHENTICATION: 2017546 020614752-DATE:._10-03-02 For Details, Contact: Advanced Data Processing, Inc. 520 NW 165 Street, Suite 201 Don Passaro Miami, FL 33169 Phone (305) 459-0652 Phone (305) 945.2280 adpdpassaro@bellsouth.net Fax (305) 945-6646 Wly ADPI news release ADVANCED DATA PROCESSING, INC. EXHIBIT B ACQUIRES AMBULANCE/EMS BILLING COMPANY Largest single -specialty EMS billing company in US to become national leader in EMS billing & AIR management Miami, December 20, 2002: Advanced Data Processing, Inc. ("ADPI") has acquired the r � ambulance/emergency medical services ("EMS") billing operations of Advanced Data Processing, the leading EMS billing company in the Southeast. Based in Miami, Florida, ADPI specializes in billing and accounts receivable management services for cities and counties that provide 9-1-1 emergency and other non -emergency ambulance services. ADPI is the largest single specialty EMS billing company in the US serving 43 communities in three states with a combined population of over 8 million residents. ADPI will continue to invest in its infrastructure and technology to become a national leader in EMS billing services. ADPI is a wholly owned subsidiary of ADPI Holding, Inc., a healthcare billing company formed by The DeZonia Group, Inc. and The Capstreet Group, LLC. The DeZonia Group, Inc., a management company specializing in healthcare reimbursement services and based in Newport Beach, Calif., led the acquisition and also provided equity investment. Since its formation in 2000, The DeZonia Group has led the successful turnaround of Certus Corporation, a healthcare revenue -cycle management company serving over 500 hospitals in 30 states. Fcrlmr wdiaft Release Deoelrnber20, 2002 Largest single -specialty EMS billing company to take national leadership Page 2 Douglas A. Shamon, co-founder of The DeZonia Group, Inc., is President, Chief Executive Officer, and a director of ADPI. William DeZonia, co-founder of The DeZonia Group, Inc. serves ADPI as a director and business advisor. Prior to joining ADPI, Mr. Shamon served as Executive Vice President, Chief Financial Officer, and Director with Certus during its turnaround phase and continues to serve on Certus' Board of Directors. Mr. Shamon has also held various senior management positions in national healthcare services companies since 1991. He has extensive experience in medical billing on a national basis along with experience in medical records and hospital revenue -cycle management services. Mr. Shamon is a Certified Public Accountant and holds Bachelor of Science degree in Management from Boston College and a Master of Business Administration degree from San Diego State University. Mr. DeZonia is President and Chief Executive Officer of Certus Corporation where he led its successful turnaround effort. Mr. DeZonia has over 25 years senior management experience in medical billing operations. The Capstreet Group, LLC, a private equity firm based in Houston, Texas and its affiliated funds provided equity cash investments to complete the transaction. David Graham, a principal with Capstreet will serve as Chairman of the Board of ADPI. George Kelly and Greg Elliot, also principals of Capstreet, will serve as directors of ADPI. Commenting on the acquisition Mr. Shamon noted, "Advanced Data Processing is a solid company with excellent client relationships and 20 years of experience in EMS billing. This acquisition provides ADPI with a highly capable and experienced management team including Don Passaro, Vice President and Darryl Hartung, Senior Manager who will continue to play key roles in the company. Paul Franzelas, founder of Advanced Data Processing will also continue to support ADPI focusing his efforts on client reporting and programming needs and advising on other business matters. We are fortunate to have such a solid foundation and strong financial backing as we look to take our EMS billing services national." This press release may contain forward -looking statements within the meaning of the "safe harbor" provision of the United States Private Securities Litigation Reform Act of 1995. While these statements represent our best current judgment, they are subject to risks and uncertainties that could cause actual results to vary. These statements may Involve risks and uncertainties. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes may vary materially from those indicated. City o; Tatrarac Purchasing and Contracts Division- ----- (e . ............ ASSIGNMENT, DELEGATION AND RELEASE AGREEMENT Among CITY OF TAMARAC And SECOND REVIEW, INC. A FLORIDA CORPORATION (formerly known as ADVANCED DATA PROCESSING INC., A FLORIDA CORPORATION ADVANCED DATA PROCESSING INC. A DELAWARE CORPORATION For RESCUE AMBULANCE BILLING AND RELATED PROFESSIONAL SERVICES THIS ASSIGNMENT, DELEGATION AND RELEASE AGREEMENT ("Assignment Agreement") is made by and among CITY OF TAMARAC, a political subdivision of the State of Florida, its successors and assigns, hereinafter referred to as "CITY,' through its City Commission. AND SECOND REVIEW, INC. (formerly known as ADVANCED DATA PROCESSING INC., a Florida corporation), its successors and assigns, hereinafter referred to as "CONTRACTOR" 2 I, ADVANCED DATA PROCESSING INC., a Delaware corporation, authorized to do business in the State of Florida, its successors and assigns, hereinafter referred to as "ASSIGNEE.,, WITNESSETH WHEREAS, CITY utilized the due diligence established by the City seeking responses from qualified firms to provide medical billings, collections, and accounts receivable services for CITY's Fire Rescue Division; and WHEREAS, CONTRACTOR, on the basis of Proposal made to CITY (dated June 2, 1999) was selected by CITY to provide this service and entered into an agreement ("Agreement") with CITY dated September 22, 1999 and as amended; and Cityof Tamarac "' •% Purchasing and Contracts Division (.:.e* .:, 9 WHEREAS, ASSIGNEE has acquired the assets of Advanced Data Processing, Inc., a Florida Corporation, including the rights, duties and obligations of CONTRACTOR; and WHEREAS, ASSIGNEE has the legal authority to execute this Assignment Agreement on behalf of CONTRACTOR; and WHEREAS, the parties desire to enter into this Assignment Agreement in order to formalize the assignment of CONTRACTOR's rights, obligations and responsibilities under this Agreement with respect to the provision of medical billings, collections, and accounts receivable services for CITY's Fire Rescue Division for the remainder of the term of this Agreement. NOW, THEREFORE, IN CONSIDERATION of the mutual terms, conditions, promises, covenants, and payments hereinafter set forth, CITY, CONTRACTOR and ASSIGNEE agree as follows: ARTICLE 1 - DEFINED TERMS; RATIFICATION: CONFLICTS 1.1 DEFINED TERMS. All defined terms in this Assignment Agreement shall have the same meaning as in the Agreement except as otherwise noted. 1.2 RATIFICATION. Except as amended and modified by this Assignment Agreement, all of the terms, covenants, conditions, and agreements of the Agreement are hereby ratified and shall remain in full force and effect. 1.3 CONFLICTS. In the event of any conflict between the provisions of the Agreement and the provisions of this Assignment Agreement, the provisions of this Assignment Agreement shall control. ARTICLE 2 - EFFECTIVENESS The Effective Date of this Assignment Agreement shall be , 2003. The assignment is expressly subject to and contingent upon the approval and execution of this Assignment Agreement. ARTICLE 3 - ESTOPPEL The Agreement is the sole agreement pertaining to the acquisition of assets of Advanced Data Processing, Inc. a Florida Corporation, including the rights, duties and obligations of CONTRACTOR. Neither CITY nor CONTRACTOR has given a notice of default under the Agreement to the other party, neither CITY nor CONTRACTOR is in default of its obligations under the Agreement. CITY and CONTRACTOR acknowledge and agree that all obligations of the parties under the Agreement up to the Effective Date of this Assignment Agreement have been fully performed and paid for by the respective parties. K of Tamarac � � Puo,,hasir and Contracts Division ARTICLE 4 - ASSIGNMENT AND DELEGATION 4.1 CONTRACTOR does hereby assign and delegate to ASSIGNEE, all of its right, title and interest in and to the Agreement including all right, title and interest in all reports, documents, or other data prepared and/or provided by CONTRACTOR thereunder in connection with or related to the Agreement. 4.2 ASSIGNEE hereby accepts the assignment and delegation of the Agreement and releases CONTRACTOR from all its obligations under the Agreement after the Effective Date of this Assignment Agreement. ASSIGNEE further agrees to assume all of CONTRACTOR's obligations thereunder and agrees to perform and keep all of the terms, conditions, covenants, agreements, liabilities and obligations to be performed thereunder from and after the Effective Date of this Assignment Agreement. 4.3 CITY hereby acknowledges and consents to the assignment and delegation by CONTRACTOR to ASSIGNEE of the Agreement as set forth herein, and ASSIGNEE agrees to perform its obligations hereunder and be bound to CITY pursuant to the terms of the Agreement. ARTICLE 5 - RELEASE CITY and CONTRACTOR hereby release and forever discharge each other for all agreements, promises and obligations which each party had, now has or may have, against each other arising out of, related to, or in connection with the rights and obligations granted and accruing under the Agreement. ARTICLE 6 - AMENDMENT OF TERMS AND CONDITIONS OF ORIGINAL AGREEMENT 6.1 On the Effective Date of this Assignment Agreement, all references in the Agreement to "CONTRACTOR" shall be deemed to referto "ASSIGNEE" in orderto effectuate the intent of the parties under this Assignment Agreement. 6.2 ARTICLE 5, NOTICE, of the Agreement is hereby amended by deleting the address for the current CONTRACTOR and inserting the following for ASSIGNEE deemed CONTRACTOR after the Effective Date of this Assignment Agreement: 'CONTRACTOR: Douglas Shamon, President/CEO Advanced Data Processing, Inc. 520 NW 165 Street, Suite 201 Miami, FL 33169. }% Of F'1lPf;ltf3S{n%g' iilI1C1 DIVli,,f()(i ARTICLE 7 - APPLICABLE LAW AND VENUE This Agreement shall be governed by the laws of the State of Florida as now and 1I . hereafter in force. The venue for actions arising out of this agreement is fixed iV\� . Broward County, Florida. I ARTICLE 8 - THIRD PARTY RIGHTS Nothing in this Assignment Agreement shall be construed to give any rights or benefits to anyone other than CITY, CONTRACTOR or ASSIGNEE. ARTICLE 9 - SUCCESSORS AND ASSIGNS 1 This Assignment Agreement shall inure to and be binding upon the authorized successors and assigns of the parties. r ARTICLE 10 - WHEREAS CLAUSES The information contained in the Whereas Clauses set forth above is true and correct, and is hereby incorporated into the body of this Assignment Agreement. J, r ARTICLE 11 - MULTIPLE ORIGINALS Multiple copies of this Assignment Agreement may be executed by all parties, each of which, bearing original signatures, shall have the force and effect of an original 4, document. (iri r Y Cityof Tamarac ""``'"`' ..... ................ I ................... ........... .................... ..I .....,................ Purchasing and Contracts Division IN WITNESS WHEREOF, the parties hereto have made and executed this Assignment: CITY OF TAMARAC signing by and through its Mayor and City Manager, duly authorized to execute same; CONTRACTOR, signing by and through its President, duly authorized to execute same and ASSIGNEE, signing by and through its President, duly authorized to executed same. CITY OF TAMARAC Jpe Schreiber, Mayor C Date QS 67� Z. 1"W4-%- ATTEST: Jeffrey CUIldir, City Manager I rJ a� d-S t13 Marion Swens n, CIVIC Date: City Clerk C 3 ADDrove as to f r a d legal iciency: Date Mitchell SAk'raft.4ENfv A orn v ............ 5 City f Tamarac"```' ''`° Purchasing and Contracts Division ASSIGNMENT, DELEGATION AND RELEASE AGREEMENT AMONG CITY OF TAMARAC AND SECOND REVIEW, INC. (formerly known as ADVANCED DATA PROCESSING, INC.), A FLORIDA CORPORATION AND ADVANCED DATA PROCESSING, INC., A DELAWARE CORPORATION FOR MEDICAL BILLINGS, COLLECTIONS AND ACCOUNTS RECEIVABLE SERVICES FOR CITY'S FIRE RESCUE DIVISION WITNESSES: Print Name Signature Print Name ignature' WITNESSES: �)I'�'�t•� V. �Q��aAC2�7 Print ame Signature 22 Print Name /(' �- L ignatur CONTRACTOR SECOND REVIEW, INC. (formerly known as ADVANCED DATA PROCESSING, INC.), A FLORIDA CORPORATION By Linda Franzelas, Pre ' ent day of c�.S '� , 20 4' 3 ASSIGNEE ADVANCED DATA PROCESSING, INC., A DELAWARE CORPORATION By uglas Shamon, President L"day of u t.,rl 120 123 ..................... 6