R06-023
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1
2 RESOLUTION NO. R- 06 -~~
3
4 A RESOLUTION OF THE CITY COMMISSION OF
5 THE CITY OF BOYNTON BEACH, FLORIDA,
6 APPROVING THE "PIGGY -BACK" OF A CITY OF
7 TAMARAC, FLORIDA RFP# 04-14R FOR MEDICAL
8 BILLING SERVICES WITH ADVANCED DATA
9 PROCESSING, INC. OF MIAMI, FLORIDA IN THE
10 AMOUNT OF SEVEN PERCENT (7%) OF THE
11 ACCOUNT COLLECTIONS AND AUTHORIZING
12 THE CITY MANAGER TO EXECUTE THE SERVICE
13 CONTRACTOR AGREEMENT; AND PROVIDING
14 AN EFFECTIVE DATE.
15
16 WHEREAS, the Fire Department has reached a point in time where its ALS
17 transport billing program requires professional technical and workforce assistance; and
18 WHEREAS, ADP, Inc., will provide billing services that will increase both
19 efficiency and effectiveness of our current ambulance transport insurance billing program;
20 and
21 WHEREAS, upon recommendation of staff, it is the City Commission's desire to
22 piggy-back RFP#04-l4R of the City of Tamarac, Florida and enter into a Service
23 Contractor Agreement between the City of Boynton Beach and Advanced Data
24 Processing, Incorporated to provide administration, processing and collection of the costs
25 of transporting EMS patients on behalf of the City of Boynton Beach Fire Rescue
26 Department.
27 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION
28 OF THE CITY OF BOYNTON BEACH, FLORIDA, THAT:
29 Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed
30 as being true and correct and are hereby made a specific part of this Resolution upon
S:ICA lRESO\Agreements\Bid AwardsIPiggy-Back Tamarac - ADP.doc
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1 adoption.
2 Section 2. The City Commission of the City of Boynton Beach, Florida, hereby
3 approves piggy-backing the RFP#04-14R of the City of Tamarac, Florida for Medical
4 Billing Services with Advanced Data Processing, Inc., of Miami, Florida in the amount of
5 seven percent (7%) of the account collections and authorizes the City Manager to execute
6 the Service Contractor Agreement with Advanced Data Processing, Inc, a copy of which is
7 attached hereto as Exhibit "A".
8 Section 3. That this Resolution shall become effective immediately.
9 PASSED AND ADOPTED this /7 day of January, 2006.
10
11 CITY OF BOYNTON BEACH, FLORIDA
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26 Commissioner
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28 ATTEST:
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S:ICAIRESOlAgreements\Bid AwardslPiggy-Back Tamarac - ADP.doc
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SERVICE CONTRACTOR AGREEMENT
BETWEEN
BOYNTON BEACH
AND
ADVANCED DATA PROCESSING, INCORPORATED
This SERVICE CONTRACTOR AGREEMENT is made and entered into this _ day of _,
2005, between the City of Boynton Beach, a municipal corporatio~, with p,rincipal offices located at
100 E. Boynton Beach Boulevard, Boynton Beach, Florida 33425 (the CITY) and Advanced Data
Processing, Inc., a Delaware corporation with principal offices located at 500 NW 165'h Street
Road, Suite 104, Miami, Fl 33169 (the "CONTRACTOR")
WITNESSETH
WHEREAS, the CITY desires to obtain the services of said CONTRACTOR as further described
herein referred to as AMBULANCE BilLING SERVICES; and
WHEREAS, the CITY accepts the due diligence of the procurement process and contract for such
SERVICES under the City of Tamarac, "RFB #04-14R "Medical Billing Services" and desires to
obtain such services under the same terms and conditions as those represented in Tamarac's
agreement with CONTRACTOR; and
WHEREAS, the CONTRACTOR has reviewed the services required pursuant to this Agreement
and is qualified, willing and able to provide and perform all such services in accordance with the
provisions, conditions and terms hereinafter set forth.
NOW, THEREFORE, in consideration of the foregoing, and the terms and provisions as contained
herein, the parties agree that a Contract shall exist between them consisting of the following:
1.0 SCOPE OF SERVICES
CONTRACTOR hereby agrees to provide and perform the services required and necessary to
complete the services and work as set forth in EXHIBIT "A" entitled "SCOPE OF SERVICES",
which is attached hereto and made a part of this Agreement.
2.0 DEFINITIONS
2.1 CITY shall mean the City of Boynton Beach, a political subdivision of the state of Florida,
and all officials and employees.
2.2 CONTRACTOR shall mean the individual, firm or entity offering services which, by
execution of this Agreement, shall be legally obligated, responsible, and liable for providing and
performing any and all of the services, work and materials, including services and/or the work of
subcontractors, required under the covenants, terms and provisions contained in this Agreement.
2.3 SERVICES shall mean all services, work, materials, and all related professional, technical
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and administrative activities that are necessary to perform and complete the services required
pursuant to the terms and provisions of this Agreement.
3.0 OBLIGATIONS OF THE CONTRACTOR
The obligations of the CONTRACTOR with respect to all the Basic services and Additional
services authorized pursuant to this Agreement shall include, but not be limited to the following:
3.1 LICENSES. The CONTRACTOR agrees to obtain and maintain throughout the terms of
this Contract all such licenses as are required to do business in the State of Florida, including, but
not limited to, licenses required by the respective State Boards and other governmental agencies
responsible for regulating and licensing the services provided and performed by the
CONTRACTOR.
3.2 STANDARDS OF SERVICE. The CONTRACTOR agrees to provide and perform all
services pursuant to this Agreement in accordance with generally accepted standards of
professional practice and, in accordance with the laws, statutes, ordinances, codes, rules,
regulations and requirements of governmental agencies which regulate or have jurisdiction over
the services to be provided and/or performed by the CONTRACTOR.
3.3 CITY'S APPROVAL SHALL NOT RELIEVE CONTRACTOR OF RESPONSIBILITY.
Neither review, approval, nor acceptance by CITY of data, studies, reports, memoranda, and
incidental professional services, work and materials furnished hereunder by the CONTRACTOR,
shall in any way relieve CONTRACTOR of responsibility for the adequacy, completeness and
accuracy of its services, work and materials. Neither the CITY's review, approval or acceptance
of, nor payment for, any part of the CONTRACTOR's services, work and materials shall be
construed to operate as a waiver of any of the CITY's rights under this Agreement, or any cause
of action it may have arising out of the performance of this Agreement.
3.4 LIABILITY - CONTRACTOR TO HOLD CITY HARMLESS. The CONTRACTOR shall be
liable and agrees to be liable for, and shall indemnify, defend and hold the CITY harmless for any
and all claims, suits, judgments or damages, losses and expenses including court costs, expert
witness and professional consultation services, and attorneys' fees arising out of the
CONTRACTOR'S errors, omissions, and/or negligence. The CONTRACTOR shall not be liable to,
nor be required to indemnify the CITY for any portions of damages arising out of any error,
omission, and/or negligence of the CITY, its employees, agents, or representatives.
3.5 NOT TO DIVULGE CERTAIN INFORMATION. CONTRACTOR agrees, during the term of
this Agreement, not to divulge, furnish or make available to any third person, firm, or organization,
without the CITY'S prior written consent, or unless incident to the proper performance of
CONTRACTOR'S obligations hereunder, or as provided for or required by law, or in the course of
judicial or legislative proceedings where such information has been properly subpoenaed; any
non-public information concerning the services to be rendered by CONTRACTOR, AND
CONTRACTOR shall require all of its employees and subcontractor(s) to comply with the
provisions of this paragraph.
3.6 ADDITIONAL SERVICES. Should the CITY request the CONTRACTOR to provide and
perform professional services under this contract which are not set forth in EXHIBIT "A", the
CONTRACTOR agrees to provide and perform such ADDITIONAL SERVICES as may be agreed
to in writing by both parties to this Agreement.
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ADDITIONAL SERVICES shall be administered and executed as "CHANGE
ORDERS" or "SUPPLEMENTAL TASK AUTHORIZATIONS" under the Agreement.
The Contractor shall not provide or perform, nor shall the CITY incur or accept any
obligation to compensate the CONTRACTOR for any ADDITIONAL SERVICES,
unless a written CHANGE ORDER or SUPPLEMENTAL TASK AUTHORIZATION shall
be executed by the parties.
4.0
COMPENSATION AND METHOD OF PAYMENT
4.1 BASIC SERVICES. The CITY shall pay the CONTRACTOR for all requested and
authorized basic services rendered hereunder by the CONTRACTOR and completed in
accordance with the requirements, provisions, and/or terms of this Agreement as set forth in
EXHIBIT "B" which is attached hereto and made a part of this Agreement.
4.2 ADDITIONAL SERVICES. The CITY shall pay the CONTRACTOR for all ADDITIONAL
SERVICES as have been requested and authorized by the CITY and agreed to in writing by both
parties to this Agreement.
4.3 METHOD OF PAYMENT.
1) MONTHLY STATEMENTS.
The CONTRACTOR shall be entitled to submit not more than one invoice statement to the CITY
each calendar month covering services rendered and completed during the preceding calendar
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month. The CONTRACTORS invoice statement(s) shall be itemized to correspond to the basis of
compensation as set forth in the Agreement or CHANGE ORDER(S) or SUPPLEMENTAL TASK
AUTHORIZATION(S). The CONTRACTOR'S invoice statements shall contain a breakdown of
charges, description of service(s) and work provided and/or performed, and, where appropriate,
supportive documentation of charges consistent with the basis of compensation set forth in the
Agreement or in CHANGE ORDER(S) or SUPPLEMENTAL TASK AUTHORIZATION(S).
2) PAYMENT SCHEDULE.
The CITY shall issue payment to the CONTRACTOR within thirty (30) calendar days after receipt
of an invoice statement from the CONTRACTOR in an acceptable form and containing the
requested breakdown and detailed description and documentation of charges. Should the CITY
object or take exception to the amount of any CONTRACTOR'S invoice statement, the CITY shall
notify the CONTRACTOR of such objection or exception with the thirty (30) calendar day
payment period set forth hereinbefore. If such objection or exception remains unresolved at the
end of said thirty (30) calendar day period, the CITY shall withhold the disputed amount and make
payment to the CONTRACTOR of the amount not in dispute. Payment of any disputed amount will
be resolved by the mutual agreement of the parties to this Agreement.
4.4 PAYMENT WHEN SERVICES ARE TERMINATED AT THE CONVENIENCE OF THE
CITY. In the event of termination of this Agreement at the convenience of the CITY, the
CITY shall compensate the CONTRACTOR for: (1) all services performed prior to the
effective date of termination; (2) reimbursable expenses then due; and (3) reasonable
expenses incurred by the CONTRACTOR in affecting the termination of services and work,
and incurred by the submittal to the CITY of any documents.
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5.0 TIME AND SCHEDULE OF PERFORMANCE
5.1 NOTICE TO PROCEED. Following the execution of this Agreement by both parties, and
after the CONTRACTOR has complied with the insurance requirements set forth hereinafter, the
CITY shall issue the CONTRACTOR a WRITTEN NOTICE TO PROCEED. Following the issuance
of such NOTICE TO PROCEED the CONTRACTOR shall be authorized to commence work and
the CONTRACTOR thereafter shall commence work promptly and shall carry on all such services
and work as may be required in a timely and diligent manner to completion.
5.2 TERM OF AGREEMENT. Term shall be for a period as set forth in Exhibit "c" which is
attached hereto and made a part of this Agreement.
6.0 ASSIGNMENT. TRANSFER AND SUBCONTRACTS
The CONTRACTOR shall not assign or transfer any of its rights, benefits or obligations hereunder,
except for transfers that result from: (1) the merger or consolidation of CONTRACTOR with a third
party; or (2) the disestablishment of the CONTRACTOR'S professional practice and the
establishment of the successor CONTRACTOR without prior written approval of the CITY. Nor
shall the CONTRACTOR subcontract any of its service obligations hereunder to third parties
without prior written approval of the CITY. The CONTRACTOR shall have the right, subject to the
CITY's prior written approval, to employ other persons and/or firms to serve as subcontractors to
CONTRACTOR in connection with the CONTRACTOR performing services and work pursuant to
the requirements of this Agreement.
7.0 APPLICABLE LAW
This Agreement shall be govemed by the laws, rules and regulations of the State of Florida, or
the laws, rules and regulations of the United States when providing services funded by the United
States government.
8.0 NON-DISCRIMINATION
The CONTRACTOR for itself, its successors in interest, and assigns, as part of the
consideration thereof, does hereby covenant and agree that in the furnishing of services to the
CITY hereunder, no person on the grounds of race, color, national origin, handicap, or sex shall be
excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination.
9.0 INSURANCE
1. It shall be the responsibility of the successful bidder to maintain workers' compensation
insurance, property damage, liability insurance and vehicular liability insurance during the
duration of this contract.
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2. The successful bidder shall secure and maintain in force, throughout the duration of this
contract, comprehensive general and automobile liability insurance with a minimum
coverage of $1,000,000 per occurrence; $1,000,000 aggregate for personal injury;
$1,000,000 per occurrence/aggregate for property damage; and, professional liability
insurance in the amount of $1 ,000,000 (all professional contract services).
3. Said general liability policy shall name the City of Boynton Beach as an additional insured
and shall include a provision prohibiting cancellation of said policy except upon thirty (30)
days prior written notice to the City.
4. The successful bidder shall secure and maintain in force throughout the duration of this
contract workers' compensation insurance to statutory limits.
5. The successful bidder shall furnish the City with a certificate of insurance after award has
been made prior to the start of any work for the City. Said insurance companies must be
authorized to do business in the State of Florida and the City will not accept any company
that has a rating less than B+ in accordance with A.M. Best's Key Rating Guide, latest
edition.
6. Reference Insurance Advisory Form (Attachment A) for additional types of insurance and
limits required. The City reserves the right to require additional types of insurance, or to
raise or lower the stated limits, based upon identified risk.
10.0 DUTIES AND OBLIGATIONS IMPOSED ON THE CONTRACTOR
The duties and obligations imposed upon the CONTRACTOR by this Agreement and the rights
and remedies available hereunder shall be in addition to, and not a limitation of, any otherwise
imposed or available by law or statute.
11.0 MAINTENANCE OF RECORDS
The CONTRACTOR will keep and maintain adequate records and supporting
documentation applicable to all of the services, work, information, expense, costs, invoices
and materials provided and performed pursuant to the requirements of this Agreement. Said
records and documentation will be retained by the CONTRACTOR for a minimum of five (5)
years from the date of termination of this Agreement, or for such period as required by law.
The CITY and its authorized agents shall, with reasonable prior notice, have the right to
audit, inspect and copy all such records and documentation as often as the CITY deems
necessary during the period of this Agreement, and during the period as set forth in the
paragraph above.
1 2.0 HEADINGS
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The headings of the Pages, Sections, Exhibits, and Attachments as contained in this
Agreement are for the purpose of convenience only and shall not be deemed to
expand, limit or change the provisions contained in such Pages, Section, Exhibits and
Attachments.
13.0 ENTIRE AGREEMENT
This Agreement, including the referenced Exhibits and Attachments, constitutes the
entire Agreement between the parties and shall supersede all prior agreements or
understandings, written or oral, relating to the matters set forth herein.
14.0 NOTICES AND ADDRESS
14.1 NOTICES BY CONTRACTOR TO CITY: All notices required and/or made pursuant to this
Agreement to be given to the CITY shall be in writing and shall be given by the United States Postal
Service to the following CITY address of record:
City of Boynton Beach
100 E. Boynton Beach Boulevard
Boynton Beach, Florida 33425
Attn: Chief William Bingham
14.2 NOTICES BY AUTHORITY TO CONTRACTOR All notices required and/or
made pursuant to this Agreement to be given by the CITY to the CONTRACTOR
shall be made in writing and shall be given by the united States Postal Service to
the following CONTRACTOR'S address of record:
Advanced Data Processing, Inc.
500 NW 165th Street, Suite 104
Miami, Florida 33065
Attention: Brad Williams, Vice-President Finance
14.3 CHANGE OF ADDRESS. Either party may change its address by written
notice to the other party given in accordance with the requirements of this.
1 5. 0 TERMINATION
This Agreement may be terminated by the CITY at its convenience, or due to the fault of the
CONTRACTOR, by giving thirty (30) calendar days written notice to the CONTRACTOR.
16.0 MODIFICATIONS
Modifications to the terms and provisions of this Agreement shall only be valid when issued in
writing as a properly executed Supplemental Task Authorization(s) or CHANGE ORDER(S). In
the event of any conflicts between the requirements, provisions, and/or terms of this
Agreement and any written Supplemental Task Authorization(s) or CHANGE ORDER(S) shall
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take precedence.
, IN WITNESS OF THE FOREGOING, the CITY has caused this Agreement to be signed by the
Ci T "I MQ..\ c...<t r , and the Contractor has executed this Agreement effective as of the date set forth
above.
ATTEST:
BY: (
(SEAL)
APPROVED AS TO FORM:
, Attorney
"yq~ 1_ ..Icu.mAoU--,
(CORPORATE SEAL)
CITY:
"OM
By: ~
KlJRT BRESSNER
CITY MANAGER
BOYNTON BEACH. Fl
CONTRACTOR:
Advanced Data Processing, Inc.
A Delawar~orporation
By: ~ /i-
Doug amon, President
Page 7 of 8
EXHIBIT A
SCOPE OF SERVICES
For AMBULANCE BILLING SERVICES
BASIC SERVICES
Section 1 GENERAL SCOPE STATEMENT
The CONTRACTOR shall provide and perform the following services, which shall constitute
the GENERAL SCOPE of the BASIC SERVICES under the covenants, terms, and provisions of this
SERVICE CONTRACTOR AGREEMENT.
See attached City of Tamara, Florida, "Request for Bid #04-14R for Medical Billing Services".
AI of AI
Page A1 of 1
EXHIBIT B
COMPENSATION AND METHOD OF PAYMENT
For AMBULANCE BilLING SERVICES
BASIC SERVICES
Section 1 BASIC SERVICESIT ASK(S)
The CITY shall compensate the CONTRACTOR for providing and performing the Task(s) set
forth and enumerated in EXHIBIT "A", entitled "SCOPE OF SERVICES", as follows:
The contract sum shall be a flat fee percentage of seven percent (7%) of
collections of non-Medicaid accounts computed by deposit month, plus $150.00 per
month for processed Medicaid accounts. Costs are less a "lock-box" credit of
$200.00 per month. Price includes but is not limited to all materials, postage and
phone costs. CONTRACTOR retains the right to pass on to CITY any significant
postage increases; said increases being determined by any increase in the cost of the
first class postage by the U.S. Postal Service. Costs also include a $1.00 charge per
emergency transport at CITY's current transport level for optional mailing of HIPAA
Privacy Notices sent with initial invoice of all transported/billed patients.
Section 2. ADDITIONAL SERVICES
The CITY shall compensate the CONTRACTOR for such ADDITIONAL SERVICES as are
requested and authorized in writing for such amounts or on such a basis as may be mutually agreed
to in writing by both parties to this Agreement. The basis and/or amount of compensation to be paid
the CONTRACTOR for ADDITIONAL SERVICES requested and authorized in writing by the CITY
shall be as set forth in 3.6 of this Agreement.
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EXHIBIT C
TIME AND SCHEDULE OF PERFORMANCE
For AMBULANCE BILLING SERVICES
BASIC SERVICES
Section 1 TIME AND SCHEDULE
This EXHIBIT C establishes times of completion for the varigus phases and tasks required to
provide and perform the services and work set forth in EXHIIBIT A" of this Agreement. The times,
and schedule of performance set forth hereinafter is established pursuant to Section 5.00 of this
Agreement.
This Agreement shall be for a period from October 1, 2005 through September 30, 2008
with the option to renew for two (2) additional two-year renewal terms based upon
satisfactory performance and mutual agreement of both parties.
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January 24, 2006
City of Boynton Beach Fire Rescue
Attn: Ms. Amy McDeavitt
100 E. Boynton Beach Blvd
Boynton Beach, Florida 33435
Dear Ms. McDeavitt:
Subject: Executed Contract
ADPI has executed the enclosed contract for your records, We have made a copy of the enclosed
original for our records.
If you have any questions please do not hesitate to contact me,
Sincerely,
~jJit;
Darryl Hartung
Regional Director
Advanced Data Processing. Inc.
520 NW 165'1. Street, Ste. 201, Miami FL 33169 . 800.226.1149. fax: 305.945.6692 . emsclaims.com