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1000-Advanced Data ProcessingC�rJ - I �,� AGREEMENT BETWEEN THE CITY OF SANFORD 2 �� AND 2 c� Pty ADVANCED DATA PROCESSING. INC. FOR RESCUE AMBULANCE BILLING & RELATED PROFESSIONAL SERVICES. THIS AGREEMENT, hereinafter "AGREEMENT ", made and entered into this 25th day of August, 2003 by and between CITY OF SANFORD, a political subdivision of the State of Florida, with principal offices located at 300 North Park Avenue, Sanford, Florida 32771, hereinafter referred to as the "CITY ", and Advanced Data Processing, Inc., a Delaware Corporation with principal offices located at 520 NW 165 Street, Suite 201, Miami, Florida 33169, hereinafter referred to as the "CONTRACTOR ". WITNESSETH: WHEREAS, the parties hereto now wish to enter into an agreement, pursuant to which the CONTRACTOR will render those professional services in connection with said project as hereinafter provided; NOW THEREFORE, the parties hereto agree as follows: 1. DEFINITION OF THE PROJECT. The objective of the project is to utilize the services of the CONTRACTOR to provide the CITY with ambulance billing and related services. 2. SCOPE OF SERVICES. The CONTRACTOR shall perform and carry out the work tasks presented in CONTRACTOR'S Scope of Work (Exhibit B), as summarized herein. All payments shall be paid directly to 'CITY OF SANFORD' or via "Locked - Box" facility as directed by the CITY. 3. TIME OF PERFORMANCE. This Contract shall be effective for a three -year period from October 1. 2003 through September 30. 2006 under the terms and conditions contained herein unless otherwise terminated. The CITY may, at its option, renew this agreement for two (2) additional one (1) year terms under the then in force terms and conditions by giving notice to CONTRACTOR at least sixty (60) days prior to expiration of the current term. 4. COMPENSATION AND METHOD OF PAYMENT. The CITY reserves the right to request changes in the services within the general scope of the Contract to be performed upon mutual agreement by the CITY and CONTRACTOR which shall specify the change ordered and the adjustment of time and compensation required therefore. Any services added to the scope of this Contract by a change order shall be executed in compliance with all other applicable conditions of this Contract. No claim for additional compensation or extension of time shall be recognized unless contained in the duly executed change order. Agreement Page 1 of 2 The CONTRACTOR shall provide to the CITY a monthly invoice representing fees for the services provided computed as: Eight percent (8 %) of all monies collected by CONTRACTOR, excluding Medicaid accounts, during the previous month. Pursuant to Florida Statute 409.913(9), Section 4 Paragraph 3, CONTRACTOR will include in the same invoice an amount of $13.00 per Medicaid account for providing all billing services related to such accounts processed in the previous month and, One hundred thirty dollars ($130.00) per month for providing billed patient required HIPAA- compliant Privacy Notice included with first patient invoice sent. The CITY shall issue a check for the amount invoiced, minus any disputed amount, within thirty (30) days of receipt and acceptance of the invoice. The CITY shall bear the cost of any and all Lock -box services. All other costs incurred by CONTRACTOR in the performance of services as specified herein (including, but not limited to postage, materials, communications and phone costs and, other operating costs) shall be borne by the CONTRACTOR. S. REPORTS. The CONTRACTOR shall provide the CITY with status reports as set forth in Exhibit B and other reports as mutually agreed. The CONTRACTOR shall also provide changes to such reports and ad hoc report requests on a reasonable basis and as mutually agreed. 6. DATA TO BE FURNISHED BY CITY. The CITY will make available to the CONTRACTOR, for use in performance of services under this Contract, all available reports, studies or any other materials in its possession that may be useful to the CONTRACTOR. All material furnished by the CITY will not be disclosed to any party without the CITY's prior approval. Z. INDEPENDENT CONTRACTORS. The CONTRACTOR is an independent contractor and not an employee or agent of the CITY with the following exception: To the extent necessary to fulfill its billing and collection efforts under the Agreement, the CONTRACTOR is authorized to sign in an administrative capacity for the CITY the following types of standard forms and correspondences only: probate filings; letters to patients or their representatives verifying that an account is paid in full; forms verifying the tax - exempt status of the CITY; and insurance filings and related forms. The CONTRACTOR has no authority to sign any document that imposes any liability on the CITY. The CONTRACTOR shall retain full control over the employment, direction, compensation and discharge of all persons assisting in the performance of service by CONTRACTOR. The CONTRACTOR shall be fully responsible for all matters relating to payment of employees, including compliance with Social Security, withholding tax and all other laws and regulations governing such matters. The CONTRACTOR shall be responsible for its own acts and those of its agents and employees during the term of this contract. Agreement Page 2 of 2 S. INDEMNIFICATION. The CONTRACTOR shall indemnify and hold the CITY harmless from any and all claims, losses and causes of actions which may arise out of the performance of this Agreement as a result of an act of negligence, of the CONTRACTOR, its employees, agents, representatives, consultants, or its SUBCONTRACTORS. The CONTRACTOR shall pay all claims and losses of any nature whatsoever in connection therewith and shall pay all costs and judgements (including, but not limited to, attorneys' fee and expenses), that may issue thereon. 9. INSURANCE. The CONTRACTOR shall maintain the following insurance coverage: 1) Worker's Compensation Insurance in compliance with Florida Statutes, Chapter 440 and applicable Federal Acts as they may be amended from time to time; and 2) General Liability insurance in an amount no less than $1,000,000 per occurrence. 3) Coverage for business interruption, destruction of data processing equipment and media, liabilities affecting accounts receivables, contracts and independent contractors and, valuable documents in an amount no less than $100,000 aggregate; 4) Liability coverage for all vehicles whether owned, hired or used in the amount of $500,000; and 5) Professional liability coverage in the amount of $500,000. Where applicable all coverage above shall be amended with CITY OF SANFORD named as an additional insured. All of the policies of insurance so required to be purchased and maintained shall contain a provision or endorsement that the coverage afforded shall not be canceled, materially changed or renewal refused until at least thirty (30) calendar days written notice has been given to the CITY by certified mail. Prior to commencing work, the CONTRACTOR shall provide CITY with certified copies of all insurance policies providing coverage as required. Any indemnification provisions in this Agreement are separate and apart and in no way limited by the insurance amounts stated above. 10. OWNERSHIP OF DOCUMENTS. CONTRACTOR shall be required to work in harmony with other consultants relative to providing information requested in a timely manner and in the specified form. The CONTRACTOR agrees that any and all documents, records, disks, and electronic data produced in the performance of this Agreement shall be the sole property of the CITY, including all rights therein of whatever kind except as may otherwise be provided hereinafter. Agreement Page 3 of 2 11. ATTACHMENTS. The following named attachments are made an integral part of this Agreement: A. Business Associate Addendum (Exhibit A attached hereto and made a part hereof) B. Scope of Work (Exhibit B attached hereto and made a part hereof) C. Contract between Advanced Data Processing, Inc. and Seminole County dated November 19, 2001 and as amended from time to time (Exhibit C attached hereto and made a part hereof) Where terms, conditions or scope of services stated in either this Agreement or the above attachments conflict, this Agreement and any superceding Amendments thereof shall prevail. 12. TERMINATION. During the time of this agreement the CITY may terminate this Agreement either for convenience or for default after first giving to CONTRACTOR sixty (60) days notice. For cases of default, the CONTRACTOR shall be given opportunity to cure the default within the sixty (60) day period. In the event the acts constituting default are a violation of law, CONTRACTOR shall be subject to immediate termination of contract. Upon termination for any case, the CONTRACTOR shall submit an invoice(s) to the CITY in an amount(s) representing fees for services actually performed or obligations incurred to the date of effective termination for which the CONTRACTOR has not been previously compensated. Upon payment of all sums found due, the CITY shall be under no further obligation to the CONTRACTOR, financial or otherwise. 13. UNCONTROLLABLE FORCES. Neither the CITY nor CONTRACTOR shall be considered to be in default of this Agreement if delays in or failure of performance shall be due to Uncontrollable Forces, the effect of which, by the exercise of reasonable diligence, the non - performing party could not avoid. The term "Uncontrollable Forces" shall mean any event which results in the prevention or delay of performance by a party of its obligations under this Agreement and which is beyond the reasonable control of the non - performing party. It includes, but is not limited to fire, flood, earthquakes, storms, lightning, epidemic, war, riot, civil disturbance, sabotage, and governmental actions. Neither party shall, however, be excused from performance if non - performance is due to forces that are preventable, removable, or remediable nor which the non- performing party could have, with the exercise of reasonable diligence, prevented, prevented, 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. Agreement Page 4 of 2 14. JURISDICTION, VENUE and CHOICE OF LAW. All questions pertaining to the validity and interpretations of this Contract shall be determined in accordance with the laws of the State of Florida. Any legal action by either party against the other concerning this agreement shall be filed in Broward County, Florida which shall be deemed proper jurisdiction and venue for the action. 15. PIGGYBACK. It is hereby a precondition of any part of this Agreement that the Terms of CONTRACTOR's Agreement with Seminole County (Exhibit C) shall be extended to the CITY including any modifications, amendments or exclusions for the term of referenced agreement. Effectively, this allows the CITY to piggyback the agreement with Seminole County. Where the Current Agreement conflicts with the Terms of the Piggyback Agreement, the Terms of the Current Agreement shall prevail. 16. ASSIGNMENT OF CONTRACT. The CONTRACTOR shall not sell, transfer, assign or otherwise dispose of this Contract or any part thereof or work provided therein, or of its right, title or interest therein, unless otherwise provided in the contract, without express prior consent by the CITY which shall not be unreasonably withheld. 17. NOTICES. Delivered or mailed to such party at their respective addresses as follows: To the CITY: F. William Smith, Purchasing Agent City of Sanford Room 236 300 North Park Avenue Sanford, Florida 32771 To the CONTRACTOR: Darryl Hartung Senior Manager Advanced Data Processing, Inc. 520 NW 165 Street Road, Suite 201 Miami, Florida 33169 18. REPESENTATION AND WARRANTY. CONTRACTOR represents that they have experience and agrees to follow all Federal, State and Local Laws including, but not limited to, Public Records Laws and those laws and statutes applicable to discrimination. 19. ENTIRE CONTRACT. This Contract contains the entire agreement between the parties. The CONTRACTOR represents that in entering into this Contract it has not relied on any previous oral and /or implied representations, inducements or understandings of any kind or nature. Agreement Page 5 of 2 IN WITNESS OF THE FOREGOING, the City has caused this Agreement to be signed by its Mayor- Commissioner, City Manager, attested by the City Clerk with the corporate seal of the City of Sanford, and the Contractor and Administrator have executed this Agreement effective as of the date set forth above. ATTEST: C' V1L 4- (`� 9�, AI 0- 1 , 4 —(.,a, P IIDr CITY CLERK Dated: 1 0-7 1 APPROVED FOR FORM AND CORRECTNESS: CITY ATTORNEY CORPORATE SEAL (If Applicable): STATE OF FLORIDA COUNTY OF DADE Advance ata P essing. Inc. By: 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 in the State and County aforesaid on /�l� ✓?Mb 7 }ggg a06 NOTARIAL SEAIkr D 1 ra�a.� arr M.Hartung ;s Commission DD126696 resJone 17. 2006 v. QQ ��` Bo.. Thru �� AY:3IIt1[ POndin�CO., Sllf. Agreement Page 6 of 2 CITY: CITY OF SANFORD, a Florida Municipal Corporation 1� MAYOR- COMMISSIONER CITY MANAGER Dated: f O &A- Notary Pubiic, State of Florida a arge Exhibit A Business Associate Addendum Advanced Data Processing, Inc. the "Business Associate" (hereinafter referred to as "ADPI ") and City of Sanford (hereinafter referred to as Sanford) hereby amend the Agreement entered into on August 25th, 2003, ( "the Agreement ") by adding the following additional language to the Agreement. 1. ADPI shall carry out its obligations under this Addendum in compliance with the privacy regulations pursuant to Public Law 104 -191 of August 21, 1996, known as the Health Insurance Portability and Accountability Act of 1996, Subtitle F - Administrative Simplification, Sections 261, et seq., as amended ( "HIPAA "), to protect the privacy of any personally identifiable protected health information ( "PHI ") that is collected, processed or learned as a result of the Billing Services provided hereunder. In conformity therewith, ADPI agrees that it will: a. Not use or further disclose PHI except as permitted under this Addendum or required by law; b. Use appropriate safeguards to prevent use or disclosure of PHI except as permitted by this Addendum; c. To mitigate, to the extent practicable, any harmful effect that is known to ADPI of a use or disclosure of PHI by ADPI in violation of this Addendum. d. Report to Sanford any use or disclosure of PHI not provided for by this Addendum of which ADPI becomes aware; e. Ensure that any agents or subcontractors to whom ADPI provides PHI, or who have access to PHI, agree to the same restrictions and conditions that apply to ADPI with respect to such PHI; f. Make PHI available to Sanford and to the individual who has a right of access as required under HIPAA within 30 days of the request by Sanford regarding the individual; g. Incorporate any amendments to PHI when notified to do so by Sanford; h. Provide an accounting of all uses or disclosures of PHI made by ADPI as required under the HIPAA privacy rule within sixty (60) days; i. Make their internal practices, books and records relating to the use and disclosure of PHI available to the Secretary of the Department of Health and Human Services for purposes of determining ADPI's and Sanford's compliance with HIPAA; and j. At the termination of the Agreement, return or destroy all PHI received from, or created or received by ADPI on behalf of Sanford, and if return is infeasible, the protections of this Addendum will extend to such PHI. Exhibit A Page 1 of 2 The specific uses and disclosures of PHI that may be made by ADPI on behalf of Sanford include: a. The preparation of invoices to patients, carriers, insurers and others responsible for payment or reimbursement of the services provided by Sanford to its patients; b. Preparation of reminder notices and documents pertaining to collections of overdue accounts; c. The submission of supporting documentation to carriers, insurers and other payers to substantiate the health care services provided by Sanford to its patients or to appeal denials of payment for same. d. Uses required for the proper management of ADPI as business associate. e. Other uses or disclosures of PHI as permitted by the HIPAA privacy rule. 3. Notwithstanding any other provisions of this Addendum, the Agreement may be terminated by Sanford if ADPI has violated a term or provision of this Addendum pertaining to ADPI's material obligations under the HIPAA privacy rule, or if ADPI engages in conduct which would, if committed by Sanford, result in a violation of the HIPAA privacy rule by Sanford. Exhibit A Page 2 of 2 ADVANCED DATA PROCESSING, INC. Exhibit B: Scope of Services Contractor shall provide complete medical billing and accounts receivable management services for County's ambulance services in accordance with Contractor's responsibilities outlined below. Contractor's Responsibilities: Contractor will provide timely and accurate billing services for emergency medical treatment and transport services utilizing information provided by County and information obtained from other reliable sources including: 1. Collecting patient encounter information from County. 2. Attempt to obtain additional information required for billing from hospital information system. 3. Preparation and submission of medical claims to third party payors including diagnosis coding. 4. Preparation and mailing of patient Privacy Notices for all emergency transports. 5. Preparation and mailing of invoices and follow up statements to patients. 6. Insurance accounts receivable follow up on unpaid insurance claims. 7. Follow up on denials and other insurance correspondence. 8. Provide a toll -free phone number for patient services. 9. Provide web -site access for patients to provide insurance information. 10. Handle all Patient Mail correspondence. 11. Furnish account information to third party collection agencies as approved by County. 12. Provide professional assistance to County in evaluating billing policies and fee schedules from time to time. 13. Provide timely information regarding new or proposed regulations affecting billing for ambulance transports. 14. Analyze credit balance overpayments, process refund requests, and provision of refund request to County. 15. Provide standard monthly management reports and such other information reports as reasonably required. 16. Provide feedback to County on opportunities to improve documentation, revenue, collection, or compliance. Exhibit B Page 1 of 2 County's Responsibilities; County will provide Contractor with patient encounter information on a timely basis and in sufficient detail to support diagnosis and procedure coding. County will also provide patient demographic information necessary for accurate patient identification including name, address, social security number, date of birth, and telephone number. Where possible, County will obtain and provide contractor with patient health insurance, auto insurance, or other insurance information. 2. County will provide Contractor with necessary documents required by third parties to allow for the electronic filing of claims by Contractor on County's behalf. 3. County will provide Contractor with its approved billing policies and procedures including fee schedules and collection protocols. County will be responsible for engaging any third party collection service for uncollectible accounts after Contractor has exhausted its collection efforts. 4. County will timely process refunds identified by Contractor for account overpayments. 5. County will provide a Lock Box address to Contractor and will instruct Lock Box to forward all Lock Box documents to Contractor for processing. 6. County will cooperate with Contractor in all matters to ensure proper compliance with laws and regulations. Exhibit B Page 2 of 2 CocJ xcco Seminole County Purchasing and Contracts Division 1101 E. 1st Street Sanford, Florida 32771 -1468 n...,..,.. nrcnaaa_711Q Far• dn7 / RRS -7956 LETTER OF TRANSMITTAL COPY TO L. Raw, B. Voltaline Records /Legal/Finance /Project File SIGNED: IF ENCLOSURES ARE NOT AS NOTED, KINDLY NOTIFY US AT ONCE. David Santiago TITLE: Contracts Analyst TO: Advanced Data Processing Date: May 30, 2003 520 NW 165 Street Road Suite 201 Miami, Florida 33169 Attention: Ms. Linda Franzelas RE: 2 nd Amendment to Contract No.: RFP- 4118- 01 /BJC SUBJECT: Certified Co ITEM DESCRIPTION NO. 1 Certified Co THESE ARE TRANSMITTED as checked below: ❑ For your information ❑ For your signature 0 For your records ❑ For approval ❑ Approved as submitted ❑ Resubmit _ copies for approval ❑ For your use ❑ Approved as noted ❑ For your review & comment • As requested ❑ Returned for corrections ❑ Please return to my attention • For your action ❑ ❑ Please respond by , 200_ ❑ FOR BIDS/RFP DUE 200_ COMMENTS: COPY TO L. Raw, B. Voltaline Records /Legal/Finance /Project File SIGNED: IF ENCLOSURES ARE NOT AS NOTED, KINDLY NOTIFY US AT ONCE. David Santiago TITLE: Contracts Analyst BILLING AND COLLECTION SERVICES AGREEMENT (RFP- 4118- 01 /BJC) SEMINOLE COUNTY EMS /FIRE /RESCUE DIVISION THIS AGREEMENT is made and entered into this - / day of 1 200/ , by and between ADVANCED DATA PROCESSING, INC., duly authorized to conduct business in the State of Florida, whose address is 520 NW 165 Street Road, Suite 201, Miami, Florida 33169, hereinafter called the "CONTRACTOR" and SEMINOLE COUNTY, a political subdivision of the State of Florida, whose address is Seminole County Services Building, 1101 East First Street, Sanford, Florida 32771, hereinafter called the "COUNTY ". W I T N E S S E T H: WHEREAS, the COUNTY desires to retain the services of a competent and qualified contractor to provide billing and collection services for the Seminole County EMS /Fire /Rescue Division; and WHEREAS, the COUNTY has requested and received expressions of interest for the retention of services of contractors; and WHEREAS, CONTRACTOR is competent and qualified to furnish consulting services to the COUNTY and desires to provide its professional services according to the terms and conditions stated herein, NOW, THEREFORE, in consideration of the mutual understandings and covenants set forth herein, COUNTY and CONTRACTOR agree as follows: SECTION 1. SERVICES. COUNTY does hereby retain CONTRACTOR to furnish professional services and perform those tasks as further described in the Scope of Services attached, including clarification dated October 11, 2001, hereto and incorporated herein as Exhibit "A ". SECTION 2. AUTHORIZATION FOR SERVICES. Authorization for performance of professional services by the CONSULTANT under this CERTIFIED COPY MARYANNE MORSE CLERK OF CIRCUIT COURT 1 SEM NOLE COUNTY. FLORIDA BY DEPUTY CLfiRK Agreement shall be in the form of written Notice to Proceed issued and executed by the COUNTY. SECTION 3. COMPENSATION AND PAYMENT. (a) The COUNTY agrees to compensate CONTRACTOR for the professional services called for under this Agreement as follows: Compensation shall be an incentive fee (percentage of collected amount) of eight percent (88). Monthly contingency of all monies collected in the previous month (excluding Medicaid accounts) plus a thirteen - dollar ($13.00) flat fee per account for collecting of all Medicaid accounts, taking into consideration that Florida Statutes prohibit charging on the basis of receivables for billing of Medicaid accounts. (b) Payments shall be made to the CONTRACTOR when requested as work progresses for services furnished, but not more than once monthly. CONTRACTOR may invoice amount due based on percentage of total required services actually performed and completed_ Upon review and approval of CONTRACTOR's invoice, the COUNTY shall, within thirty (30) days of receipt of the invoice, pay CONTRACTOR the approved amount. SECTION 4. BILLING AND PAYMENT. (a) CONTRACTOR shall render to the COUNTY, at the close of each calendar month, an itemized invoice, properly dated including, but not limited to, the following information: (1) The name and address of the CONTRACTOR; (2) Contract Number; (3) A complete and accurate record of services performed by the CONTRACTOR for all services the CONTRACTOR performs during that month and for which the COUNTY is billed; (4) A description of the services rendered in (3) above with sufficient detail to identify the exact nature of the work performed; and 2 (5) Such other information as may be required by this Agreement or requested by the COUNTY from time to time. The original invoice shall be sent to: Director of County Finance Seminole County Board of County Commissioners Post Office Box 8080 Sanford, Florida 32772 A duplicate copy of the invoice shall be sent to: Emergency Medical Services Division Manager County Operations Center at Five Points 200 West County Home Road Sanford, Florida 32773 (b) Payment shall be made after review and approval by COUNTY within thirty (30) days of receipt of a proper invoice from the CONTRACTOR. SECTION 5. AUDIT OF RECORDS. (a) COUNTY may perform or have performed an audit of the records of CONTRACTOR after final payment to support final payment hereunder. This audit would be performed at a time mutually agreeable to CONTRACTOR and COUNTY subsequent to the close of the final fiscal period in which the last work is performed. Total compensation to CONTRACTOR may be determined subsequent to an audit as provided for in subsection (b) and of this subsection, and the total compensation so determined shall be used to calculate final payment to CONTRACTOR. Conduct of this audit shall not delay final payment as required by Section 4(b). (b) The CONTRACTOR agrees to maintain all books, documents, papers, accounting records and other evidences pertaining to work performed under this Agreement in such a manner as will readily conform to the terms of this Agreement and to make such materials available at CONTRACTOR's office at all reasonable times during the Agreement period and for five (5) years from the date of final payment under the contract 3 for audit or inspection as provided for in subsection (a) of this Section. (c) In the event any audit or inspection conducted after final payment, but within the period provided in subsection (b) of this Section reveals any overpayment by COUNTY under the terms of the Agreement, CONTRACTOR shall refund such overpayment to COUNTY within thirty (30) days of notice by the COUNTY. SECTION 6. RESPONSIBILITY OF CONTRACTOR. (a) CONTRACTOR shall be responsible for the professional quality, technical accuracy and the coordination of all plans, studies, reports and other services furnished by CONTRACTOR under this Agreement. CONTRACTOR shall, without additional compensation, correct or revise any errors or deficiencies in his services. (b) Neither the COUNTY'S review, approval or acceptance of, nor payment for, any of the services required shall be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement and the CONTRACTOR shall be and remain liable to the COUNTY in accordance with applicable law for all damages to the COUNTY caused by the CONTRACTOR'S performance of any of the services furnished under this Agreement. SECTION 7. OWNERSHIP OF DOCUMENTS. All deliverable reference data, survey data, plans and reports that result from the CONTRACTOR's services under this Agreement shall become the property of the COUNTY after final payment for the specific service provided is made to CONTRACTOR. No changes or revisions to the documents furnished by CONTRACTOR shall be made by COUNTY or its agents without the written approval of CONTRACTOR. SECTION 8. TERM. This Agreement shall take effect on the date of its execution by COUNTY and shall run for a period of one (1) year and 9 at the sole option of the COUNTY, this Agreement may be renewed for two (2) successive periods not to exceed one (1) year each. SECTION 9. TERMINATION. (a) The COUNTY may, by written notice to the CONTRACTOR, terminate this Agreement, in whole or in part, at any time, either for the COUNTY's convenience or because of the failure of the CONTRACTOR to fulfill CONTRACTOR's Agreement obligations. Upon receipt of such notice, the CONTRACTOR shall: (1) immediately discontinue all services affected unless the notice directs otherwise, and (2) deliver to the COUNTY all plans, studies, reports, estimates, summaries, and such other information and materials as may have been accumulated by the CONTRACTOR in performing this Agreement, whether completed or in process. (b) If the termination is for the convenience of the COUNTY, the CONTRACTOR shall be paid compensation for services performed to the date of termination. CONTRACTOR shall be paid no more than a percentage of the Fixed Fee amount equivalent to the percentage of the completion of work contemplated by the Agreement. (c) If the termination is due to the failure of the CONTRACTOR to fulfill his Agreement obligations, the COUNTY may take over the work and prosecute the same to completion by Agreement or otherwise. In such case, the CONTRACTOR shall be liable to the COUNTY for reasonable additional costs occasioned to the COUNTY thereby. The CONTRACTOR shall not be liable for such additional costs if the failure to perform the Agreement arises out of causes beyond the control and without the fault or negligence of the CONTRACTOR. Such causes may include, but are not limited to, acts of God or of the public enemy, acts of the COUNTY in either its sovereign or contractual capacity, fires, floods, epidemics, 5 quarantine restrictions, strikes, freight embargoes, and unusually severe weather; but, in every case, the failure to perform must be beyond the control and without the fault or negligence of the CONTRACTOR. (d) If, after notice of termination for failure to fulfill Agreement obligations, it is determined that the CONTRACTOR had not so failed, the termination shall be deemed to have been effected for the convenience of the COUNTY. In such event, adjustment in the Agreement price shall be made as provided in subsection (b) of this Section. (e) The rights and remedies of the COUNTY provided in this clause are in addition to any other rights and remedies provided by law or under this Agreement. SECTION 10. EQUAL OPPORTUNITY EMPLOYMENT. CONTRACTOR agrees that it will not discriminate against any employee or applicant for employment for work under this Agreement because of race, color, religion, sex, age, national origin, or disability and will take steps to ensure that applicants are employed, and employees are treated during employment, without regard to race, color, religion, sex, age, national origin or disability. This provision shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. SECTION 11. NO CONTINGENT FEES. CONTRACTOR warrants that it has not employed or retained any company or persons, other than a bona fide employee working solely for the CONTRACTOR, to solicit or secure this Agreement and that CONTRACTOR has not paid or agreed to pay any persons, company, corporation, individual or firm, other than a bonafide employee working solely for CONTRACTOR, any fee, commission, percentage, gift, or 2 other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of this provision, COUNTY shall have the right to terminate the Agreement at its discretion, without liability and to deduct from the Agreement price, or otherwise recover, the full amount of such fee, commission, percentage, gift or consideration. SECTION 12. ASSIGNMENT. This Agreement, or any interest herein, shall not be assigned, transferred, or otherwise encumbered, under any circumstances, by the parties hereto without prior written consent of the opposite party and only by a document of equal dignity herewith. SECTION 13. SUBCONTRACTORS. In the event CONTRACTOR, during the course of the work under this Agreement, requires the services of any subcontractors or other professional associates in connection with service covered by this Agreement, CONTRACTOR must secure the prior written approval of the COUNTY. If subcontractors or other professional associates are required in connection with the services covered by this Agreement, CONTRACTOR shall remain fully responsible for the services of subcontractors or other professional associates. SECTION 14. INDEMNIFICATION OF COUNTY. CONTRACTOR shall indemnify and hold harmless COUNTY, its officers, agents, and employees from and against any claim, demand or cause of action of whatsoever kind or nature to the extent arising out of, allegedly arising out of, or related to the negligent performance Of services under this Agreement by CONTRACTOR, its officers, agents or employees. SECTION 15. INSURANCE. (a) General The CONTRACTOR shall at the CONTRACTOR's own cost, procure the insurance required under this Section. (1) The CONTRACTOR shall furnish the COUNTY with a Certificate of Insurance signed by an authorized representative of the 7 insurer evidencing the insurance required by this Section (Professional Liability, Workers' Compensation /Employer's Liability and Commercial General Liability). The COUNTY, its officials, officers, and employees shall be named additional insured under the Commercial General Liability policy. The Certificate of Insurance shall provide that the COUNTY shall be given not less than thirty (30) days written notice prior to the cancellation or restriction of coverage. Until such time as the insurance is no longer required to be maintained by the CONTRACTOR, the CONTRACTOR shall provide the COUNTY with a renewal or replacement Certificate of Insurance not less than thirty (30) days before expiration or replacement of the insurance for which a previous certificate has been provided. (2) The Certificate shall contain a statement that it is being provided in accordance with the Agreement and that the insurance is in full compliance with the requirements of the Agreement. In lieu of the statement on the Certificate, the CONTRACTOR shall, at the option of the COUNTY submit a sworn, notarized statement from an authorized representative of the insurer that the Certificate is being provided in accordance with the Agreement and that the insurance is in full compliance with the requirements of the Agreement. (3) In addition to providing the Certificate of Insurance, if required by the COUNTY, the CONTRACTOR shall, within thirty (30) days after receipt of the request, provide the COUNTY with a certified copy of each of the policies of insurance providing the coverage required by this Section. (4) Neither approval by the COUNTY or failure to disapprove the insurance furnished by CONTRACTOR shall relieve the CONTRACTOR of the CONTRACTOR's full responsibility for performance of any obligation including CONTRACTOR's indemnification of COUNTY under this Agreement. G] (b) Insurance Company Requirements Insurance companies providing the insurance under this Agreement must meet the following requirements: (1) Companies issuing policies other than Workers' Compensation must be authorized to conduct business in the State of Florida and prove same by maintaining Certificates of Authority issued to the companies by the Department of Insurance of the State of Florida. Policies for Workers' Compensation may be issued by companies authorized as a group self - insurer by Section 440.57, Florida Statutes. (2) In addition, such companies other than those authorized by Section 440.57, Florida Statutes, shall have and maintain a Best's Rating of "A" or better and a Financial Size Category of "VII" or better according to A.M. Best Company. (3) If, during the period which an insurance company is providing the insurance coverage required by this Agreement, an insurance company shall: 1) lose its Certificate of Authority, 2) no longer comply with Section 440.57, Florida Statutes, or 3) fail to maintain the requisite Best's Rating and Financial Size Category, the CONTRACTOR shall, as soon as the CONTRACTOR has knowledge of any such circumstance, immediately notify the COUNTY and immediately replace the insurance coverage provided by the insurance company with a different insurance company meeting the requirements of this Agreement. Until such time as the CONTRACTOR has replaced the unacceptable insurer with an insurer acceptable to the COUNTY the CONTRACTOR shall be deemed to be in default of this Agreement. (c) Specifications Without limiting any of the other obligations or liability of the CONTRACTOR, the CONTRACTOR shall, at the CONTRACTOR'S sole expense, procure, maintain and keep in force amounts and types of insurance conforming to the minimum requirements set forth in this Section. Except as otherwise specified in the Agreement, the insurance shall become effective prior to the commencement of work by the CONTRACTOR and shall be maintained in force until the Agreement completion date. The amounts and types of insurance shall conform to the following minimum requirements. (1) Workers' Compensation /Employer's Liability (A) CONTRACTOR's insurance shall cover the CONTRACTOR for liability which would be covered by the latest edition of the standard Workers' Compensation Policy, as filed for use in Florida by the National Council on Compensation Insurance, without restrictive endorsements. The CONTRACTOR will also be responsible for procuring proper proof of coverage from its subcontractors of every tier for liability which is a result of a Workers' Compensation injury to the subcontractor's employees. The minimum required limits to be provided by both the CONTRACTOR and its subcontractors is outlined in subsection (c) below. In addition to coverage for the Florida Workers' Compensation Act, where appropriate, coverage is to be included for the United States Longshoremen and Harbor Workers' Compensation Act, Federal Employers' Liability Act and any other applicable Federal or State law. (B) Subject to the restrictions of coverage found in the standard Workers' Compensation Policy, there shall be no maximum limit on the amount of coverage for liability imposed by the Florida Workers' Compensation Act, the United States Longshoremen's and Harbor Workers' Compensation Act, or any other coverage customarily insured under Part One of the standard Workers' Compensation Policy. (C) The minimum amount of coverage under Part Two of the standard Workers' Compensation Policy shall be: $100,000.00 (Each Accident) $500,000.00 (Disease - Policy Limit) $100,000.00 (Disease -Each Employee) 10 (2) Commercial General Liability (A) The CONTRACTOR's insurance shall cover the CONTRACTOR for those sources of liability which would be covered by the latest edition of the standard Commercial General Liability Coverage Form (ISO Form CG 00 01) , as filed for use in the State of Florida by the Insurance Services Office, without the attachment of restrictive endorsements other than the elimination of Coverage C, Medical Payment and the elimination of coverage for Fire Damage Legal Liability. (B) The minimum limits to be maintained by the CONTRACTOR (inclusive of any amounts provided by an Umbrella or Excess policy) shall be as follows: LIMITS General Aggregate $Three (3) Times the Each Occurrence Limit Personal & Advertising $300,000.00 Injury Limit Each Occurrence Limit $300,000.00 (3) Professional Liability Insurance The CONTRACTOR shall carry limits of not less than FIVE HUNDRED THOUSAND AND N01100 DOLLARS ($500,000.00). (d) Coverage The insurance provided by CONTRACTOR pursuant to this Agreement shall apply on a primary basis and any other insurance or self- insurance maintained by the COUNTY or the COUNTY's officials, officers, or employees shall be excess of and not contributing with the insurance provided by or on behalf of the CONTRACTOR. (e) Occurrence Basis The Workers' Compensation Policy and the Commercial General Liability required by this Agreement shall be provided on an occurrence rather than a claims -made basis. The Professional Liability insurance policy must either be on an occurrence basis, or, if a claims -made basis, the coverage must respond to all 11 claims reported within three (3) years following the period for which coverage is required and which would have been covered had the coverage been on an occurrence basis. (f) Obligations Compliance with the foregoing insurance requirements shall not relieve the CONTRACTOR, its employees or agents of liability from any obligation under a Section or any other portions of this Agreement. SECTION 16. ALTERNATIVE DISPUTE RESOLUTION (ADR). (a) In the event of a dispute related to any performance or payment obligation arising under this Agreement, the parties agree to exhaust COUNTY ADR procedures prior to filing suit or otherwise pursuing legal remedies. COUNTY ADR procedures for proper invoice and payment disputes are set forth in Section 55.1, "Prompt Payment Procedures," Seminole County Administrative Code. Contract claims include all controversies, except disputes addressed by the "Prompt Payment Procedures," arising under this Agreement and ADR procedures therefor are set forth in Section 220.102, "Contract Claims," Seminole County Code. (b) CONTRACTOR agrees that it will file no suit or otherwise pursue legal remedies based on facts or evidentiary materials that were not presented for consideration in the COUNTY ADR procedures set forth in subsection (a) above of which the CONTRACTOR had knowledge and failed to present during the COUNTY ADR procedures. (c) In the event that COUNTY ADR procedures are exhausted and a suit is filed or legal remedies are otherwise pursued, the parties shall exercise best efforts to resolve disputes through voluntary mediation. Mediator selection and the procedures to be employed in voluntary mediation shall be mutually acceptable to the parties. Costs of 12 voluntary mediation shall be shared equally among the parties participating in the mediation. SECTION 17. REPRESENTATIVE OF COUNTY AND CONTRACTOR. (a) It is recognized that questions in the day -to -day conduct of performance pursuant to this Agreement will arise. The COUNTY, upon request by CONTRACTOR, shall designate in writing and shall advise CONTRACTOR in writing of one (1) or more COUNTY employees to whom all communications pertaining to the day -to -day conduct of the Agreement shall be addressed. The designated representative shall have the authority to transmit instructions, receive information and interpret and define the COUNTY's policy and decisions pertinent to the work covered by this Agreement. (b) CONTRACTOR shall, at all times during the normal work week, designate or appoint one or more representatives of CONTRACTOR who are authorized to act on behalf of CONTRACTOR regarding all matters involving the conduct of the performance pursuant to this Agreement and shall keep COUNTY continually advised of such designation. SECTION 18. ALL PRIOR AGREEMENTS SUPERSEDED. This document incorporates and includes all prior negotiations, correspondence, conversations, agreements or understandings applicable to the matters contained herein and the parties agree that there are not commitments, agreements or understandings concerning the subject matter of this Agreement that are not contained or referred to in this document. Accordingly, it is agreed that no deviation from the terms hereof shall be predicated upon any prior representations or agreements, whether oral or written. SECTION 19. MODIFICATIONS, AMENDMENTS OR ALTERATIONS. No modification, amendment or alteration in the terms or conditions 13 contained herein shall "be effective unless contained in a written document executed with the same formality and of equal dignity herewith. SECTION 20. INDEPENDENT CONTRACTOR. It is agreed that nothing herein contained is intended or should be construed as in any manner creating or establishing a relationship of copartners between the parties, or as constituting the CONTRACTOR including its officers, employees, and agents, the agent, representative, or employee of the COUNTY for any purpose, or in any manner, whatsoever. The CONTRACTOR is to be and shall remain an independent contractor with respect to all services performed under this Agreement. SECTION 21. EMPLOYEE STATUS. Persons employed by the CONTRACTOR in the performance of services and functions pursuant to this Agreement shall have no claim to pension, workers' compensation, unemployment com- pensation, civil service or other employee rights or privileges granted to the COUNTY's officers and employees either by operation of law or by the COUNTY. SECTION 22. SERVICES NOT PROVIDED FOR. No claim for services furnished by the CONTRACTOR not specifically provided for herein shall be honored by the COUNTY. SECTION 23. PUBLIC RECORDS LAW. CONTRACTOR acknowledges COUNTY's obligations under Article 1, Section 24, Florida Constitution and Chapter 119, Florida Statutes, to release public records to members of the public upon request. CONTRACTOR acknowledges that COUNTY is required to comply with Article 1, Section 24, Florida Constitution and Chapter 119, Florida Statutes, in the handling of the materials created under this Agreement and that said statute controls over the terms of this Agreement. SECTION 24. NOTICES. Whenever either party desires to give notice unto the other, it must be given by written notice, sent by 14 certified United States mail, with return receipt requested, addressed to the party for whom it is intended at the place last specified and the place for giving of notice shall remain such until it shall have been changed by written notice in compliance with the provisions of this Section. For the present, the parties designate the following as the respective places for giving of notice, to wit: FOR COUNTY: Emergency Medical Services Division Manager County Operations Center at Five Points 200 West County Home Road Sanford, Florida 32773 FOR CONTRACTOR: Advanced Data Processing, Inc. 520 NW 165'" Street Road, Suite 201 Miami, Florida 33169 SECTION 25. RIGHTS AT LAW RETAINED. The rights and remedies of the COUNTY, provided for under this Agreement, are in addition to any other rights and remedies provided by law. SECTION 26. COMPLIANCE WITH LAWS AND REGULATIONS. In providing all services pursuant to this Agreement, the CONTRACTOR shall abide by all statutes, ordinances, rules, and regulations pertaining to, or regulating the provisions of, such services, including those now in effect and hereafter adopted. Any violation of said statutes, ordinances, rules, or regulations shall constitute a material breach of this Agreement, and shall entitle the COUNTY to terminate this Agreement immediately upon delivery of written notice of termination to the CONTRACTOR. SECTION 27. CONFLICT OF INTEREST. (a) The CONTRACTOR agrees that it will not engage in any action that would create a conflict of interest in the performance of its obligations pursuant to this Agreement with the COUNTY or which would 15 violate or cause others to violate the provisions of Part III, Chapter 112, Florida Statutes, relating to ethics in government. (b) The CONTRACTOR hereby certifies that no officer, agent or employee of the COUNTY has any material interest (as defined in Section 112.312(15), Florida Statutes, as over 5%) either directly or indirect- ly, in the business of the CONTRACTOR to be conducted here, and that no such person shall have any such interest at any time during the term of this Agreement. (c) Pursuant to Section 216.347, Florida Statutes, the CONTRACTOR hereby agrees that monies received from the COUNTY pursuant to this Agreement will not be used for the purpose of lobbying the Legislature or any other State or Federal Agency. IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement for the purposes stated herein. ATTEST: 4ADVAN ED DATA PROCESSING, INC. PAUL J. FRA LAS, Vic President FRAN resident (CORPORATE SEAL) Date: I 2 b( ATTEST: BOARD OF COUNTY COMMISSIONERS SEMINOLE COUNTY, FLORIDA MAl AN DICK VAN DER WEIDE, Chairman Cler to e Board of Cou y Commissioners of Date: �� �'7'`�t7yl Seminole County, Florida. For the use and reliance As authorized for execution by of Seminole County only. the Board o C unty Commissioners Approved as to form and at their o 20 p/ , legal su#,ficieyfs/y regular meeting. AC /GN / 10/26/01 REP - 4118 01 /BJC Attachment: Exhibit "A" - Scope of Services OEM BILLING AND COLLECTION SERVICES FOR THE SEMINOLE COUNTY EMS /FIREIRESCUE DIVISION SCOPE OF SERVICES Seminole County, Florida (County) desires to enter into a contract with an experienced and qualified firm (Agency) to: Provide billing and collection services for Emergency Medical Services transport, as required on a case by case basis, with an emphasis on an accelerated turnaround between services provided and payments received. The price proposal shall include all expenses of billing and collection including, but not limited to, stationary, forms, envelopes and postage. 2. Provide reasonably necessary training to appropriate County EMS /Fire /Rescue personnel regarding the gathering of necessary information and proper completion of run tickets. Provide prompt submission of Medicare, Medicaid, and insurance claims within ten (10) business days after receiving the completed run ticket, which shall be the Agency's notice to commence the billing /collection service. Secondary insurance provider claims shall be submitted within ten (10) business days after the primary insurance provider has paid, this process should also include Medicare secondary. Agency shall follow -up promptly on rejected and inactive claims and establishes payer remittance accounts and procedures. If there is no response from insurance companies within 45 days claims will be resubmitted. 4. Reconcile the number of transport collected with those transmitted to the Agency. The Agency shall contact EMS /Fire /Rescue within twenty -four (24) hours of receipt to report any discrepancies. 5. Agency shall provide a designated liaison for patient/payer concerns. 6. Provide survey questionnaires to patients at the County's request. Provide all customer - related inquiry services and prepare additional third party claims based on this information exchange. Implement a collection system involving a minimum of three (3) invoices, which will include an initial statement to all transported patients. Establish a follow -up campaign of up to twenty -four (24) telephone attempts to collect all private pay accounts with outstanding balances, including required co- payments and deductibles assessed by Medicare, Medicaid, HMO's or private insurance. Records of telephone calls and contacts shall be maintained and provided to the County weekly. Any payment on an account shall reset this cycle. Returned mail accounts are exempt from the above - required subsequent mailings. The County reserves the right to approve the invoice format. 10 Agency shall utilize the approved hospital medical record identifier number (MRI #) to contact the hospital in retrieving patient information that was not available during transport. It will be the responsibility of the agency to contact the receiving facility for additional insurance information. 10. Agency will provide skip tracing through a nationally recognized change of address system, example would be Trans Union or similar agency. Use of a credit information resource to determine returned mail corrections and resubmit statement to patient with corrected address. 11. Attempt to collect all balances due for services rendered as well as attempt to assess patient's ability to repay the debt, and if necessary, extend time payments, all subject to such policy guidelines as the County may establish. 12. Process requests for refunds through County on a weekly basis and provide EMS /Fire /Rescue Division with documentation of each refund processed. 13. Provide to EMS /Fire /Rescue Division all unpaid invoices along with the complete processing history once collection efforts are exhausted. At the termination of the agreement, Agency shall turn over all existing information in its possession concerning existing unpaid accounts. Such information shall be transmitted by an electronic medium (magnetic tape or diskette) reasonably acceptable to EMS /Fire /Rescue. 14. The Agency shall provide sufficient personnel to process all billing /run tickets in a timely, efficient and effective manner and shall respond promptly to the County and patients on requests for information or records. 15. Agency shall use any confidential records of care or treatment of patients solely for the purpose of processing and collecting claims and shall not release any such information in any legal action, business dispute or competitive bidding process other than disputes with the County over billing services. 16. Any procedures described in this scope of services represents a minimum effort required by the County of the Agency and shall not limit the Agency's use of its proprietary accounts receivable and billing and collections systems, including modifications as required by major payer groups, or its usual and customary practices. This agreement shall require a minimum standard of 60% of gross collection success rate after Medicare and Medicaid write off /adjustment. 17. The following reports shall be prepared and submitted (Reference Attachment A): Reports Frequency • Current period review by service date Monthly • Accounts receivable aging by payer class Monthly • Billing report by run number and invoice number Monthly • Accounts receivable summary aged trial balance Monthly • Payments by deposit date recap Weekly /Monthly 11 • Aged cash receipt report • Posted change listing • Accounts status report • Adjustments report by category • Daily cash receipt recap by deposit • Collection by Payee Group • Collection report by month of service • Itemized materials billing report • Follow -up Report 18. Agency must be Health Claims Adjuster 12 Monthly Daily Monthly Daily /Monthly Daily /Monthly Monthly Monthly Weekly /Monthly Weekly ATTACHMENT A SEMINOLE COUNTY EMS /FIRE/RESCUE DIVISION EMS BILLING & COLLECTION PROPOSAL REQUIREMENTS Brief description of reports to be prepared and submitted. Current period review by Service Date: Report should present the Current period Transport by Date and Run Number to include Number of Miles and Transport Charges. Will identify the type of service provided as ALS, BLS, Auto Accident, Cardiac, etc. 2. Account Receivable Aging by Payer Class: Report should include Invoice Number, Run number, Patient Name, Insurance Company Name, Medicare, Medicaid, Direct Patients, etc. 3. Billing Report by Run Number and Invoice Number: Report should include the Run Number making reference to the Invoice Number. Should include break down of charges. 4. Account Receivable Summary Aged Trial Balance: Report should include invoice number, run number, original amount due, balance due, aged as follows, 30, 60, 90, 120, 180 -day minimum. The County shall request follow -up reports defining account status to validate aged balance questions. 5. Payment by Deposit date Recap: Report should balance with the daily deposit received at the bank. Should make reference to the invoice number, Run Number, or date of service payer class, etc. 6. Aged Cash Receipt Report: Same as above but will reference to the date of the transport to age the cash receipt based on the date of the invoice. Posted Change Listing: This report will give a detail of any changes done to the invoice like, increase of the invoice, credits and reasons. 13 8. Accounts Status Report: This report will provide a history of collections efforts and contacts, payment plans, and other similar data as defined by the County. 9. Adjustments Report by Category: This report will consist of any adjustments to the accounts like Medicare, Medicaid allowances, write off of accounts by category, Credits, Debits, etc. 10. Daily cash Receipt Recap by Deposits: This report should balance with the Daily deposits in the bank. Should include Invoice Number, Run Number, Client Name, Check Number, etc. 11. Collection By Payee Group: This report will be made by payee class like Medicare, Medicaid, Primary and Secondary Insurance company, Direct Patients, etc. 12. Collection report by Month of Service: This report will make reference to the daily deposit and the date the service was provided. 13. Itemized Materials Billing Report: This report will give us a list of all materials used during transport based on the Run Ticket Information. 14. Follow -up Report: This report will be a narrative summary of weekly events, contacts, and identified problem areas as a measure of agency productivity. Any of these reports could be consolidated in one but frequency will not change. Reports should be formatted based on the need of the Seminole County EMS /Fire /Rescue Division needs. 14 FRONT ADURNCED DATA PROCESSING FAX N0. v Advanced Data Processing October 11, 2001 Mr. Ray Hooper Seminole County 1101 E. First Street Sanford, FL 32771 Dear Mr. Hooper: subject: Clartfication of Scope Request 305 945 6646 Oct. 11 2001 10:07AN P2/3 Ad.neod Diets ►roc *"V -g Plane 305 905 22E 520 NW 165 3v t Road Suite 201 Fax 305 945 665 Miami, FL 33169 Email 3dpedvlQ6M5outh.N W e again appreciate the opportunity to compete for your County's EMS Billing and Collection Services needs. The following should serve to answer your questions regarding collection of back accounts and performing of hard collection services: Back Accounts - Advanced Data Processing typically encourages countieslelties to work with their previous vendor on an arrangement to finish collection with follow-through on previously placed accounts. The reason for this is that the transference of all records, paper and electronic, is an arduous task, a costly one and, highly unreliable. Since the current vendor has all of that information in place, it is easier for them to work those accounts. However, we do understand the difficulty the County has had with the current vendor in that we have taken over other distressed clients which were serviced by your current vendor. For this reason we are wHfing to take on all open accounts with no payment (lull balance) and handle the billing as if they were fresh accounts (at no difference in fee) and any accounts that are self -pay clearly as monthly payment accounts (again, no difference In fee). The problem with handling accounts that have some type of payment is that without good documentation (EOBs, payment records, and databaseltransaction records) there exists a real danger of inappropriate or duplicate billing which can be real compliance issues with penalties. Other vendors may tell you they can do this but, they are not giving the whole picture. Hard Collectlons - Advanced Data Processing does not perform "hard collections" (aggressive phone calling, demanding payment, or filing with credit bureaus). Although, we do pursue the accounts with increasing dunning messages, repetitive invoicing, setting up monthly payment plans, and polite phone calls representing ourselves as the County's billing office (termed `light collections "). This is the level of service most all cities/counties prefer in dealing with voting taxpayers. Additionally, we can at the Countys discretion provide as a last mailing (at no charge) a letter to the patient on County or County Attomey s letterhead. Please understand that we keep account placements working on them for up to a year. After that time, we can turn them over to a collections company at your direction and any company of your choice. Many counties for which we perform have found that their collection company does not find much to •collect after we have exhausted our efforts. Consider that for the year we had the placements, we do not charge any more than our standard fee regardless of the time to collect. We caution the County about doing business with companies who claim to be able to also perform hard collections. Many of these companies receive more for collecting delinquent accounts and are therefore incanted to delay collecting on accounts moving them to delinquent status to receive the higher fee. They are often not trained nor skilled in performing insurance recovery from which most of your revenue will depend. This why we specialize in the key aspects of collecting the most revenue for you at the lowest cost and shortest time. OCT -11 -2001 11:03 305 945 6646 99% P.0?_ COLLECTION SERVICES AGREEMENT AM��•r TO BI (RF G6�- 01 /BJC) DIyISION SECOND SEMINOLE EMS /FIRE /RESCUE p ; is made and entered into this ��_ day Of that certain Agreement made and V vas SECOND AM��r 20 and is to rh A- 2001, as amended on October 9. on the 19` day of November, 520 N -W. entered into �, .,,hose address is n between da 33169, herei ADVANCED DATA PROCESSING' Florinafter referred Suite 201, Miam of the MOLE COUNTY, apolitical subdivision 165t° Street Road, CONTRACTOR," an d S t to as is Seminole Coup Services Building, Y State of Flori anford, Florida 32771, herein da, w h o se address 11 O1 East First Street, Safter referee o as "COUNTY S E T A: W I T N E 5 CONTRACTOR an the above - referee- .- E g, the CONTRA d COUNTY entered into as ctober 9, 20 r 02 fo amended on O nt on November 19, 2001, and ced A4 reeme services for EMS /Fire /Rescue Division; hAgreement so as to enable c ollecti on amend the Ag WHEREAS the parties desire to Prov and o the mutual benefits It both parties to continue to en7 y Agreement provides that any amendments AREA Section 19 of the Ag signed by the shall be valid only when expressed in writing an d duly al understandings and parties NOW, T HEREFORE, THEREFORE, in consideration of the mutu Agreement as agreements contained he rein, the parties agree to amend the follows: amended by the addition of I. Exhibit "A of the Agreement is Exhibit "A ", attached hereto. terms and conditions of the 2 Except as herein modified, all and effect for the term of the Agreement shall remain in full force t as originally set forth in said Agreement. Agreemen , CERIIF�E� COPY MARYANNE MORSE CLERK OF CIRCTM�R�D SEM OLE CO _ 9Y EP IERK IN WITNESS WHEREOF, the parties hereto have executed this instrument for the purpose herein expressed. ATTTTEjS�T:� AD DATA PROCESSING, INC. PAUL J. F E L FAFRAN S Vice - Presid t Pr (CORPORATE SEAL) Date: !� �-b f WITNESSES: t�� By. �'G1Y.R Date: S - / FLORIDA As authorized by Section 330.3, Seminole County Administrative Code. 2am -rfp -4118 Attachment: Exhibit "A" - Scope of Services 2 For the use and reliance of Seminole County only. Approved as to form and DEPARTMENT OF PUBLIC SAFETY EMS/FIRE/RESCUE DIVISION )EMINOLE GJUNTy FLORIDA'S NATURAL CHOICE EXHIBIT "A" Business Associate Addendum Advanced Data Processing, Inc. and Second Review, Inc. (hereinafter collectively referred to as "Business Associates ") and Seminole County hereby amend the Agreement entered into on November 19, 2001, ( "the Agreement ") by adding the following additional language to the Agreement. 1. ADPI shall carry out its obligations under this Addendum in compliance with the privacy regulations pursuant to Public Iaw 104 -191 of August 21, 1996, known as the Health Insurance Portability and Accountability Act of 1996, Subtitle F — Administrative Simplification, Sections 261, et seq., as amended ( "HIPAA "), to protect the privacy of any personally identifiable protected health information ( "PHI ") that is collected, processed or learned as a result of the Billing Services provided hereunder. In conformity therewith, Business Associates agree that they will: a. Not use or further disclose PHI except as permitted under this Addendum or required by la-vv; b. Use appropriate safeguards to prevent use or disclosure of PHI except as permitted by this Addendum; c. To mitigate, to the extent practicable, any harmful effect that is known to Business Associates of a use or disclosure of PHI by Business Associates in violation of this Addendum. d. Report to Seminole County any use or disclosure of PHI not provided for by this Addendum of which Business Associates become aware; e. Ensure that any agents or subcontractors to whom Business Associates provide PHI, or Nvho have access to PHI, agree to the same restrictions and conditions that apply to Business Associates with respect to such PHI; f. Make PHI available to Seminole County and to the individual who has a right of access as required under HIPAA within 3o days of the request by Seminole County regarding the individual; g. Incorporate any amendments to PHI when notified to do so by Seminole County 150 BUSH BLVD SANFORD FL 32773-6179 TELEPHONE (407) 663 -5002 FAX (407) 665 - 5010 --'�- h. Provide an accounting of all uses or disclosures of PHI made by Business Associates as required under the HIPAA privacy rule within sixty (6o) days; i. Make their internal practices, books and records relating to the use and disclosuze of PHI available to the Secretary of the Department of Health and Human Services for purposes of determining Business Associates' and Seminole County's compliance with HIPAA; and j. At the termination of the Agreement, return or destroy all PHI received from, or created or received by Business Associates on behalf of Seminole County, and if return is infeasible, the protections of this Addendum will extend to such PHI. 2. The specific uses and disclosures of PHI that maybe made by Business Associates on behalf of Seminole County include: a. The preparation of invoices to patients, carriers, insurers and others responsible for payment or reimbursement of the services provided by Seminole County to its patients; b. Preparation of reminder notices and documents pertaining to collections of overdue accounts; c. The submission of supporting documentation to carriers, insurers and other payers to substantiate the health care services provided by Seminole County to its patients or to appeal denials of payment for same. d. Uses required for the proper management of Business Associates as business associates. e. Other uses or disclosures of PHI as permitted by the HIPAA privacy rule. 3. Notwithstanding any other provisions of this Addendum, the Agreement may be terminated by Seminole County if ADPI has violated a term or provision of this Addendum pertaining to ADPI's material obligations under the HIPAA privacy rule, or if ADPI engages in conduct which would, if committed by Seminole County, result in a violation of the HIPAA privacy rule by Seminole County. ®� ADVANCED DATA PR)CESSING, INC. Advanced Datahocessing, Inc. •'_• •' •_ a • � _r:• !' . • r --- • . - •` ��� GENERAL- CONDEENTS • The HIPAA Notice of Privacy Practices ( "NPP ") will be mailed to all emergency transport patients within the timeframe allowed under the HIPAA regulations. AUTHORIZATION Client Signature: ADPI Signature: Printed Name: Printed Name; <!7 S rsr Title /Posirion: Title/Positiopp: C' Date: Date: __;(U 03 PROCESSM SERVICES The average number of emergency trnsports calculation is determined by your previous transport history. Seminole Count ced Data Processing Inc. 150 Bush Blvd 0 NW 165 Street Sanford, FL 32773 aite 201 Contact: Cbief Lecwma Raw quarm, FL 33169 Phone: 407.665 -5175 - ontact Darryl Hartung elephone: 3 05 -459 -0653 Facsimile: 305-521-0776 GENERAL- CONDEENTS • The HIPAA Notice of Privacy Practices ( "NPP ") will be mailed to all emergency transport patients within the timeframe allowed under the HIPAA regulations. AUTHORIZATION Client Signature: ADPI Signature: Printed Name: Printed Name; <!7 S rsr Title /Posirion: Title/Positiopp: C' Date: Date: __;(U 03 PROCESSM SERVICES The average number of emergency trnsports calculation is determined by your previous transport history. Seminole County Purchasing and Contracts Division 1101 E. 1st Street Sanford, Florida 32771 -1468 Phone: 407/665 -7119 Fax: 407/665 -7956 LETTER OF TRANSMITTAL TO: Advanced Data Processing 520 NW 165 Street Road Suite 201 Miami, Florida 33169 Date: October 15, 2002 Attention: Ms. Linda Franzelas RE: First Amendment to Contract No.: RFP- 4118- 01 /BJC SUBJECT: Certified Co ITEM NO. DESCRIPTION 1 Certified Co THESE ARE TRANSMITTED as checked below: ❑ For your information ❑ For your signature ❑ For approval ❑ Approved as submitted ❑ For your use ❑ Approved as noted ❑ As requested ❑ Returned for corrections ❑ For your action ❑ ❑ FOR BIDS/RFP DUE 200 © For your records ❑ Resubmit _ copies for approval ❑ For your review & comment ❑ Please return to my attention ❑ Please respond by , 200_ COMMENTS: COPY TO L. Bradley, B. Voltaline Records /Legal/Finance /Project File IF ENCLOSURES ARE NOT AS NOTED, KINDLY NOTIFY US AT ONCE. SIGNED: David Santiago TITLE: Contracts Analyst FIRST AMENDMENT TO BILLING AND COLLECTION SERVICES AGREEMENT (RFP- 6118- 01 /BJC) SEMINOLE COUNTY EMS /FIRE /RESCUE DMSION THIS FIRST AMENDMENT is made and entered into this L7.9, day of 2002— and is to that certain Agreement made and entered into on the 19` day of November, 2001 between ADVANCED DATA PROCESSING, INC., whose address is 520 N.W. 165`" Street Road, Suite 201, Miami, Florida 33169, hereinafter referred to as "CONTRACTOR," and SEMINOLE COUNTY, a political subdivision of the State of Florida, whose address is Seminole County Services Building, 1101 East First Street, Sanford, Florida 32771, hereinafter referred to as "COUNTY ". W I T N E S S E T H: WHEREAS, the CONTRACTOR and COUNTY entered into the above - referen- ced Agreement on November 19, 2001 for collection services for EMS /Fire /Rescue Division; and WHEREAS, the parties desire to amend the Agreement so as to enable both parties to continue to enjoy the mutual benefits it provides; and WHEREAS, Section 19 of the Agreement provides that any amendments shall be valid only when expressed in writing and duly signed by the parties, NOW, THEREFORE, in consideration of the mutual understandings and agreements contained herein, the parties agree to amend the Agreement as follows: 1. Exhibit "A" of the Agreement is deleted and Exhibit "A" Revised Scope of Services, attached hereto, is substituted therefore. 2. Except as herein modified, all terms and conditions of the Agreement shall remain in full force and effect for the term of the Agreement, as originally set forth in said Agreement. IN WITNESS WHEREOF, the parties hereto have executed this instrument for the purpose herein expressed. CERTIFIED COPY MARYANNE MORSE CLERK OF CIRCUIT COURT SE NOIE D tFar (�pST:� VANC DATA PROCESSING, INC. `� e[ B _ PAUL J. F ELA LIND F ZE S Vice_ Pre a dent (CORPORATE SEAL) Date: ATTEST: RSE C k Yo the Board of unty Commissioners of Seminole County, Florida. For the use and reliance of Seminole County only. Approved as to form and legal sAfficiepW //� 9/9/02 lam -rfp -411 BOARD OF COUNTY COMMISSIONERS SEMINOLE FLORIDA B �M DARYL G. MCLAIN, Chairman Date: X47 9 -�,;Z__ As authorized for execution by the Board f County Commissi n rs at their V , 20 regular meet ng. Attachment;' Exhibit "A" - Scope of Services REVISED BILLING AND COLLECTION SERVICES FOR THE SEMINOLE COUNTY EMS /FIRE/RESCUE DIVISION SCOPE OF SERVICES Seminole County, Florida (County) desires to enter into a contract with an experienced and qualified firm (Agency) to: Provide billing and collection services for Emergency Medical Services transport, as required on a case by case basis, with an emphasis on an accelerated turnaround between services provided and payments received. The price proposal shall include all expenses of billing and collection including, but not limited to, stationary, forms, envelopes and postage. 2. Provide reasonably necessary training to appropriate County EMS /Fire /Rescue personnel regarding the gathering of necessary information and proper completion of run tickets. 3. Provide prompt submission of Medicare, Medicaid, and insurance claims within ten (10) business days after receiving the completed run ticket, which shall be the Agency's notice to commence the billing /collection service. Secondary insurance provider claims shall be submitted within ten (10) business days after the primary insurance provider has paid, this process should also include Medicare secondary. Agency shall follow -up promptly on rejected and inactive claims and establishes payer remittance accounts and procedures. If there is no response from insurance companies within 45 days claims will be resubmitted. 4. Reconcile the number of transport collected with those transmitted to the Agency. The Agency shall contact EMS /Fire /Rescue within twenty-four (24) hours of receipt to report any discrepancies. 5. Agency shall provide a designated liaison for patient/payer concerns 6. Provide survey questionnaires to patients at the County's request. 7. Provide all customer - related inquiry services and prepare additional third party claims based on this information exchange. 8. Implement a collection system involving a minimum of three (3) invoices, which will include an initial statement to all transported patients. Establish a follow -up campaign of up to twenty-four (24) telephone attempts to collect all private pay accounts with outstanding balances, including required co- payments and deductibles assessed by Medicare, Medicaid, HMO's or private insurance. Records of telephone calls and contacts shall be maintained and provided to the County weekly. Any payment on an account shall reset this cycle. Returned mail accounts are exempt from the above - required subsequent mailings. The County reserves the right to approve the invoice format. 10 9. Agency shall utilize the approved hospital medical record identifier number (MRI #) to contact the hospital in retrieving patient information that was not available during transport. It will be the responsibility of the agency to contact the receiving facility for additional insurance information. 10. Agency will provide skip tracing through a nationally recognized change of address system, example would be Trans Union or similar agency. Use of a credit information resource to determine returned mail corrections and resubmit statement to patient with corrected address. 11. Attempt to collect all balances due for services rendered as well as attempt to assess patient's ability to repay the debt, and if necessary, extend time payments, all subject to such policy guidelines as the County may establish. 12. Process requests for refunds through County on a weekly basis and provide EMS /Fire /Rescue Division with documentation of each refund processed. 13. Provide to EMS /Fire /Rescue Division all unpaid invoices along with the complete processing history once collection efforts are exhausted. At the termination of the agreement, Agency shall turn over all existing information in its possession concerning existing unpaid accounts. Such information shall be transmitted by an electronic medium (magnetic tape or diskette) reasonably acceptable to EMS /Fire /Rescue. 14. The Agency shall provide sufficient personnel to process all billing /run tickets in a timely, efficient and effective manner and shall respond promptly to the County and patients on requests for information or records. 15. Agency shall use any confidential records of care or treatment of patients solely for the purpose of processing and collecting claims and shall not release any such information in any legal action, business dispute or competitive bidding process other than disputes with the County over billing services. 16. Any procedures described in this cope of services represents a minimum effort required by the contractor and shall not limit the Contractor's use of its proprietary accounts receivable and billing and collections systems, including modifications as required by major provider groups, or its usual and customary practices. This agreement shall require a minimum standard of 60% collection success rate. The successful collection rate will be calculated on a quarterly basis and reflect the percentage based upon what is billed versus what is actually collected before any other action is taken on the account, not including any reduction or write -off for uncollectible Medicare or Medicaid payments. The contractor will use its "best efforts" to ensure that the collection rate does not fall below the 60% minimum. 17. The following reports shall be prepared and submitted (Reference Attachment A) Rep orts Frequency • Current period review by service date Monthly • Accounts receivable aging by payer class Monthly • Billing report by run number and invoice number Monthly • Accounts receivable summary aged trial balance Monthly • Payments by deposit date recap Weekly /Monthly • Aged cash receipt report • Posted change listing • Accounts status report • Adjustments report by category • Daily cash receipt recap by deposit • Collection by Payee Group • Collection report by month of service • Itemized materials billing report • Follow -up Report 18. Agency must be Health Claims Adjuster. Monthly Daily Monthly Daily /Monthly Daily /Monthly Monthly Monthly Weekly /Monthly Weekly 12 Seminole County Purchasing Division 1101 E. 1 st Street Sanford, Florida 32771 -1468 Phone: 407/665 -7119 Fax: 407/665 -7956 LETTER OF TRANSMITTAL TO: Advance Data Processing 520 NW 165 Street Road Suite 201 Miami, Florida 33169 Date: November 26, 2001 Attention: Ms. Linda Franzelas RE: EMS Billing and Collections Contract No.: RFP- 4118- 01 /BJC SUBJECT: Certified Co ITEM NO. DESCRIPTION 1 Certified Co THESE ARE TRANSMITTED as checked below: ❑ For your information ❑ For your signature ❑ For approval ❑ Approved as submitted ❑ For your use ❑ Approved as noted ❑ As requested ❑ Returned for corrections ❑ For your action ❑ ❑ FOR BIDS /RFP DUE 200_ ❑O For your records ❑ Resubmit _ copies for approval ❑ For your review & comment ❑ Please return to my attention ❑ Please respond by , 200_ COMMENTS: COPY TO Chief Miller, L. Bradley, N. Lodge Records /LegaVFinance /Project File IF ENCLOSURES ARE NOT AS NOTED, KINDLY NOTIFY US AT ONCE. SIGNED: David Santiago TITLE: Contracts Analyst