HomeMy WebLinkAbout2006 10 23 Consent 403 Emergency Medical Transport Billing Services
COMMISSION AGENDA
ITEM 403
Consent
October 23,2006
Meeting
Mgr. / Dept.
Authorization
REQUEST: The Fire Department is requesting authorization to enter into a contract with
Advanced Data Processing, Inc. (AD PI) for emergency medical transport
billing services.
PURPOSE: The purpose ofthis Commission item is to request authorization to enter into a
contract with Advanced Data Processing, Inc. (hereinafter "ADPI") for emergency
medical transport billing services, and to piggyback off of the Seminole County
Fire/EMS service's contract with same terms and conditions.
CONSIDERATIONS:
Since August 26, 2002 the Winter Springs Fire Department, under the approval of the City
Commission, has contracted with Advanced Data Processing, Inc (hereinafter "ADPI") for billing
and collection services for the Fire Department Emergency Medical Transport System.
The current contract with ADPI was for a three year term that effectively expired on 08/26/2005.
However ADPI has and will continue to provide services until a new contract is executed. With
this proposed contract, ADPI is to provide services to the City of Winter Springs with the
following changes from the previous ADPI contract to the new ADPI contract. The contract is for
a five (5) year term, and a compensation rate that is 7.25% of all monies collected by ADPI,
excluding amounts collected from Florida Medicaid. Florida Medicaid rate is $11.78 for each
transport whether or not such account is ultimately paid by Florida Medicaid. This fee structure is
.75% lower than the current contract for all collected monies except for Florida Medicaid that is
also lower with this contract by $1.12 per Florida Medicaid account. This contract also includes
additional professional services over the previous contract.
October 23,2006
Consent Agenda Item 403
Page 2
ADPI has been an excellent provider of billing and collection services and their commitment to
customer service has been exemplary in comparison to previous billing service providers. APDI
also has maintained and exceeded our collection expectation of 60% and currently has a
collection rate of 69.85% of gross collections for year 2005 on Winter Springs accounts.
Whenever the Winter Springs Fire Department has received complaints from citizen because of
bills received from ADPI, they have always responded promptly and without additional
complaints. Usually the problem reported by the citizen is confusion between insurance,
Medicare, and patient financial responsibility.
Seminole County went out to public bid with a comprehensive scope of services and Advanced
Data Processing, Inc. was the successful bidder. ADPI has agreed to convey the terms, and
conditions of their bid with Seminole County, to the City of Winter Springs, as outlined in the
attached agreement. The attached agreement was forwarded to the City Attorney's office for
review and has been approved. Upon City Commission approval the City Manager will sign the
agreement and ADPI will continue to be the City's billing agent for Medical Transport Services.
FUNDING:
Funding for this service is available in the Fire Department Medical Transport Services budget,
Line Code - 2600-53410, Contractual Services Cost.
RECOMMENDATION:
It is recommended that the City Commission give the City Manager authorization to enter into an
agreement with Advanced Data Processing, Inc. for billing and collection services subject to
review and approval.
ATTACHMENTS:
1. Agreement from Advanced Data Processing, Inc.
COMMISSION ACTION:
AGREEMENT BETWEEN
THE CITY OF WINTER SPRINGS
AND
ADVANCED DATA PROCESSING, INC.
FOR RESCUE AMBULANCE BILLING & RELATED PROFESSIONAL SERVICES.
THIS AGREEMENT, hereinafter "AGREEMENT', made and entered into this _ day of
, 2006 by and between CITY OF WINTER SPRINGS, a Florida
Municipal corporation, with principal offices located at 1126 East State Road 434, Winter
Springs, Florida hereinafter referred to as the "CITY", and Advanced Data Processing,
Inc., a Delaware Corporation with principal offices located at 500 NW 165th Street, Suite
104, Miami, Florida 33169, hereinafter referred to as the "CONTRACTOR".
WITNESSETH:
WHEREAS, Seminole County, a political subdivision of the State of Florida wherein
CITY resides, entered into an agreement ("Seminole Agreement") with CONTRACTOR
dated August 28, 2006 and as amended; and
WHEREAS, Seminole County utilized the due diligence established by the County
seeking responses from qualified firms to provide medical billings, collections, and
accounts receivable professional services for Seminole County's EMS Fire Rescue
Division; and
WHEREAS, the CITY desires to "Piggyback" the Seminole County process and obtain
certain terms and conditions of the Seminole Agreement, and
WHEREAS, the parties hereto now wish to enter into an agreement, pursuant to which
the CONTRACTOR will render those professional services in connection with said
project as defined in CONTRACTOR'S Agreement and hereinafter provided;
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 as
defined in the Seminole Agreement heretofore referenced and attached hereto. All
payments shall be paid directly to CITY OF WINTER SPRINGS or via Locked-Box
facility as directed by the CITY.
3. TIME OF PERFORMANCE. This Agreement shall be effective for a five-year period
from September 1. 2006 through August 31. 2011, under the terms and conditions
contained herein unless otherwise terminated. This AGREEMENT shall renew
automatically for a period of one additional year at the end of the initial term and any
subsequent renewal term unless the AGREEMENT is terminated in accordance with
section "12. TERMINATION". All terms and conditions hereof shall remain in full force and
effect during any renewal term.
4. COMPENSATION AND METHOD OF PAYMENT.
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4.01 The CITY reserves the right to request changes in the services within the general
scope of the Agreement to be performed upon mutual agreement by the CITY and
CONTRACTOR that shall specify the change ordered and the adjustment of time and
compensation required therefore.
4.02 Any services added to the scope of this Agreement by a change order shall be
executed in compliance with all other applicable conditions of this Agreement. No claim
for additional compensation or extension of time shall be recognized unless contained in
the duly executed change order.
4.03 The CONTRACTOR shall be paid by the CITY a monthly amount representing fees
for the services provided computed as:
4.03(a) Seven and twenty-five one-hundredths percent (7.25%) of all monies
collected by CONTRACTOR, excluding amounts collected from Florida Medicaid, plus
4.03(b) Eleven dollars and Seventy-eight cents ($11.78) per Florida Medicaid
account, whether or not such account is ultimately paid by Florida Medicaid.
4.03(c) an amount of $85 per month for providing billed patient required HIPAA-
compliant Privacy Notice per Scope of Work (Exhibit A).
Contractor reserves the right to increase these fees if postage is increased by the United
States Postal Service, but only to cover additional postage costs.
4.04 The CITY shall issue a check for the amount invoiced, within thirty (30) days of
receipt and acceptance of an accurate invoice. CITY's obligations hereunder are
absolute and unconditional and not subject to set-off, delay, counterclaim, termination or
performance. Contractor will resolve any disputed amounts within 60 days from the date
CITY gives notification.
4.05 The CITY elects to open and maintain a lockbox, it shall bear all the cost
associated with such Lock-box services. CITY, should they elect to participate in any
credit card acceptance program, agrees to assume and be responsible for all costs
associated with such program. All other costs incurred by CONTRACTOR in the
performance of services as specified herein (including, but not limited to postage,
materials, communications and phone costs and other operating costs) shall be
assumed by the CONTRACTOR.
5. REPORTS. The CONTRACTOR shall provide the CITY with status reports as set
forth in the Seminole Agreement and other reports as mutually agreed. The
CONTRACTOR shall also provide changes to such reports and ad hoc report requests
on a reasonable basis and as mutually agreed. CONTRACTOR reserves the right to
charge an additional fee for any programming cost associated with ad hoc reports that
would require more than a reasonable amount of time to accomplish.
6. DATA TO BE FURNISHED BY CITY. The CITY will make available to the
CONTRACTOR, for use in performance of services under this Agreement, all available
reports, studies or any other materials in its possession that may be useful to the
CONTRACTOR. All material furnished by the CITY will not be disclosed to any party,
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other than as required under the scope of the Agreement, without the CITY's prior
written approval.
7. INDEPENDENT CONTRACTORS. The CONTRACTOR is an independent contractor
and not an employee or agent of the CITY with the following exception:
To the extent necessary to fulfill its billing and collection efforts
under the Agreement, the CONTRACTOR is authorized to sign in an
administrative capacity for the CITY the following types of standard
forms and correspondences only: probate filings; letters to patients or
their representatives verifying that an account is paid in full; forms
verifying the tax-exempt status of the CITY; and insurance filings and
related forms. The CONTRACTOR has no authority to sign any
document that imposes any additional liability on the CITY.
The CONTRACTOR shall retain full control over the employment, direction,
compensation and discharge of all persons assisting in the performance of service by
CONTRACTOR. The CONTRACTOR shall be fully responsible for all matters relating to
payment of employees, including compliance with Social Security, withholding tax and all
other laws and regulations governing such matters. The CONTRACTOR shall be
responsible for its own acts and those of its agents and employees during the term of
this Agreement.
8. INDEMNIFICATION. The CONTRACTOR shall indemnify and hold the CITY
harmless from any and all claims, losses and causes of action 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.
9. INSURANCE.
9.01 CONTRACTOR shall procure and maintain for the duration of the Agreement, the
following insurance coverage:
9.01 (a) Workers' Compensation Insurance in compliance with the applicable
state and federal laws
9.01 (b) General Liability insurance in an amount no less than $1,000,000 per
occurrence.
9.01 (c) Coverage for business interruption, destruction of data processing
equipment and media, liabilities affecting accounts receivable, contracts and
independent contractors and, valuable documents in an amount no less than
$100,000 aggregate;
9.01 (d) Liability coverage for all vehicles whether owned, hired or used in the
amount of $500,000; and
9.02 The policies are to contain, or be endorsed to contain, the following provisions:
9.02(a) General Liability and Automobile Liability Coverage (CITY is to be
named as Additional Insured).
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1. The CITY, its officers, officials, employees and volunteers are to be
covered as additional insureds; liability arising out of activities performed
by or on behalf of the Contractor, including the insured general
supervision of the Contractor; products and completed operations of the
Contractor; premises owned, occupied or used by the Contractor; or
automobiles owned, leased, hired or borrowed by the Contractor. The
coverage shall contain no special limitations on the scope of protections
afforded the CITY, its officers, officials, employees or volunteers.
2. The Contractor's insurance coverage shall be primary insurance as
respects the CITY, it officers, officials, employees and volunteers. Any
insurance of self-insurance maintained by the CITY, its officers, officials,
employees or volunteers shall be in excess of the Contractor's insurance
and shall not contribute with it. Contractor hereby waives subrogation
rights for loss or damage against the CITY.
3. Any failure to comply with reporting provisions of the policies shall not
affect coverage provided to the CITY, its officers, officials, employees or
volunteers.
4. The Contractor's insurance shall apply separately to each insured
against whom a claim is made or suit is brought, except with respect to
the limits of the insurer's liability.
5. Companies issuing the insurance policy, or policies, shall have no
recourse against the CITY for payment of premiums or assessments for
any deductibles with are all at the sole responsibility and risk of
Contractor.
9.02(b) All Coverage
1. Each insurance policy required by this clause shall be endorsed to
state that coverage shall not be suspended, voided, canceled by either
party, reduced in coverage or in limits except after thirty (30) days prior
written notice by certified mail, return receipt requested, has been given
to the CITY.
Contractor shall furnish the CITY with certificates of insurance and with original
endorsements effecting coverage required by this clause. The certificates and
endorsements for each insurance policy are to be signed by a person authorized by that
insurer to bind coverage on its behalf. All certificates and endorsements are to be
received and approved by the CITY before work commences. The CITY reserves the
right to require complete, certified copies of all required insurance policies at any time.
10. OWNERSHIP OF DOCUMENTS. CONTRACTOR shall be required to work in
harmony with other consultants relative to providing information requested in a timely
manner and in the specified form. The CONTRACTOR agrees that any and all
documents, records, disks, and electronic data produced in the performance of this
Agreement shall be the sole property of the CITY, including all rights therein of whatever
kind except as may otherwise be provided hereinafter.
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11. ATTACHMENTS. The following named attachments are made an integral part of this
Agreement:
A. Seminole Agreement, dated August 28, 2006 (Exhibit A attached hereto and
made a part hereof)
B. Business Associate Agreement (Exhibit B attached hereto and made a part
hereof)
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 thirty
(30) days written notice.
For cases of default, the CONTRACTOR shall be given opportunity to cure the default
within the thirty (30) day period following such written notice. In the event the acts
constituting default are a violation of law, CONTRACTOR shall be subject to immediate
termination of Agreement.
Upon termination for any cause, the CONTRACTOR shall submit an invoice(s) to the
CITY in an amount(s) representing fees for services actually performed or obligations
incurred to the date of effective termination for which the CONTRACTOR has not been
previously compensated. Upon payment of all sums found due, the CITY shall be under
no further obligation to the CONTRACTOR, financial or otherwise.
For purposes of this section, the notice period begins when the CONTRACTOR receives
written notice from the CITY.
13. UNCONTROLLABLE FORCES. Neither the CITY nor CONTRACTOR shall be
considered to be in default of this Agreement if delays in or failure of performance shall
be due to Uncontrollable Forces, the effect of which, by the exercise of reasonable
diligence, the non-performing party could not avoid. The term "Uncontrollable Forces"
shall mean any event which results in the prevention or delay of performance by a party
of its obligations under this Agreement and which is beyond the reasonable control of
the non-performing party. It includes, but is not limited to fire, flood, earthquakes, storms,
lightning, epidemic, war, riot, civil disturbance, sabotage, terrorism and governmental
actions.
Neither party shall, however, be excused from performance if non-performance is due to
forces that are preventable, removable, or remediable nor which the non-performing
party could have, with the exercise of reasonable diligence, prevented, removed, or
remedied with reasonable dispatch. The non-performing party shall, within a reasonable
time of being prevented or delayed from performance by an uncontrollable force, give
written notice to the other party describing the circumstances and uncontrollable forces
preventing continued performance of the obligations of this Agreement.
14. JURISDICTION, VENUE and CHOICE OF LAW. All questions pertaining to the
validity and interpretations of this Agreement shall be determined in accordance with the
laws of the State of Florida. Any legal action by either party against the other concerning
this agreement shall be filed in Seminole County, Florida, which shall be deemed proper
jurisdiction and venue for the action.
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15. ASSIGNMENT OF AGREEMENT. Except to a parent, subsidiary, or affiliate, the
CONTRACTOR shall not sell, transfer, assign or otherwise dispose of this Agreement or
any part thereof or work provided therein, or of its right, title or interest therein, unless
otherwise provided in the Agreement, without express prior consent by the CITY.
16. SOVEREIGN IMMUNITY. Notwithstanding any other provision set forth in this
Agreement, nothing contained in this Agreement shall be construed as a waiver of the
City's right to sovereign immunity under Section 768.28, Florida Statutes, or other
limitations imposed on the City's potential liability under state or federal law. As such,
the City shall not be liable under this Agreement for punitive damages or interest for the
period before judgment. Further, the City shall not be liable for any claim or judgment, or
portion thereof, to anyone person for more than one hundred thousand dollars
($100,000.00), or any claim or judgment, or portion thereof, which, when totaled with all
other claims or judgments paid by the State or its agencies and subdivisions arising out
of the same incident or occurrence, exceeds the sum of two hundred thousand dollars
($200,000.00). This paragraph shall survive termination of this Agreement.
17. NOTICES. All notices pertaining to this Agreement shall be delivered or mailed to
such party at their respective address as follows:
To the CITY:
City Manager
City of Winter Springs
1126 East State Road 434
Winter Springs, FL 32708-2799
407 -327 -1800 (phone)
407-327-4753 (fax)
To the CONTRACTOR:
Brad Williams
Vice President, Finance
Advanced Data Processing, Inc.
500 NW 165 Street Road, Suite 104
Miami, Florida 33169
18. PIGGYBACK. CONTRACTOR hereby extends to CITY the terms and conditions of
the Seminole Agreement with the exception of Compensation and Payments which shall
be governed by this Agreement (due to difference in transport volumes of the City and
Seminole County). Where any conflict exists between this Agreement and the Seminole
Agreement, this Agreement shall prevail.
19. 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.
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20. SERVERABILlTY. Should any part, term or provision of this Agreement be by the
courts decided to be illegal or in conflict with any law of the State of Florida, the validity
of the remaining portions or provisions shall not be affected thereby.
21. ENTIRE AGREEMENT. This Agreement contains the entire agreement between the
parties. The CONTRACTOR represents that in entering into this Agreement it has not
relied on any previous oral and/or implied representations, inducements or
understandings of any kind or nature.
[signature pages to follow]
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IN WITNESS OF THE FOREGOING, the CITY has caused this Agreement to be signed
by its City Manager, attested by the City Clerk with the corporate seal of the City of
Winter Springs, and the CONTRACTOR has executed this Agreement effective as of the
date set forth above.
CITY OF WINTER SPRINGS, FLORIDA
By:
CITY MANAGER
ATTEST:
BY:
(SEAL)
CONTRACTOR:
Advanced Data Processing, Inc.
A Delaware Corporation
DOUG SHAMON
PRESIDENT
(CORPORATE SEAL)
STATE OF FLORIDA
MIAMI-DADE COUNTY
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 , 2006.
Notary Public, State of Florida at Large
My Commission expires:
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Exhibit A: Seminole County Agreement
Exhibit A
Seminole County Board of County Commissioners
Request for Proposals for Billing Services for EMS Transport -
Seminole County EMS I Fire I Rescue Division
RFP-0780-06/TRJ
Scope of Work: Seminole County is seeking an Agency experienced and qualified in large
volume billing to do our ambulance billing for a period of three years, with two 1-year renewals.
Ordering Instructions: This package is available on the Purchasing and Contracts website at
htto://www.seminolecountvfl.aov/ourchasina (Current Procurements).
Due DatelTime: April 19, 2006 at 2:00 PM Eastern Time, Room 3208, Purchasing and Contracts'
Conference Room at the County Services Building, 1101 E. 1st Street, Sanford, Florida, 32771.
Submittals received after such time will be returned unopened and will not be considered.
NOTE: ALL PROSPECTIVE RESPONDENTS ARE HEREBY CAUTIONED NOT TO CONTACT
ANY MEMBER OF THE SEMINOLE COUNTY STAFF OR OFFICIALS OTHER THAN THE
SPECIFIED CONTACT PERSON.
MIWBE's are encouraged to participate in the bid process.
Contact: Timothy Jecks
Contracts Analyst
Phone (407) 665-7129
tjecks@seminolecountyfl.gov
SUBMIT PROPOSALS TO: REQUEST FOR
Seminole County PROPOSALS
1101 E. 1 st Street, Room 3208
Sanford, Florida 32771 and
Proposer Acknowledgment
Attn.: PURCHASING DIVISION
Contact: Timothy Jecks RFP No.: RFP-0780-06/TRJ
407-665-7129
tiecks@seminolecountyfl.gov
Proposal Due Date: April 19, 2006 Location of Public Opening:
Proposal Due Time: 2:00 P.M. County Services Building, Room #3208
1101 E. 1st Street, Sanford, Florida 32771
RFP Title: BilLING SERVICES FOR EMS TRANSPORT - SEMINOLE
COUNTY EMS I FIRE I RESCUE DIVISION
Proposer Name: Federal Employer ID Number or SS Number:
Mailing Address: If returning as a "No Submittal", state reason (if so, return only
this page):
City, State, Zip:
Type of Entity: (Circle one)
Corporation Partnership Proprietorship X
Joint Venture Authorized Signature (Manual)
Incorporated in the State of:
Telephone Number: Tvped Name:
Toll Free Telephone Number: (800) Title:
Fax Number: Date:
Seminole County is seeking an Agency experienced and qualified in large
volume billing to do our ambulance billing for a period of three years, with two 1-
year renewals.
The Seminole County EMS/Fire/Rescue Division's sixteen stations had over
28,000 Fire & EMS calls during 2005 and transported an average of 250 patients
per week. County residents and those outside the county are currently billed at
the same rate.
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Section 1
Instructions to Proposers
CONTACT: All prospective Proposers are hereby
instructed not to contact any member of the Seminole
County Board of County Commissioners, County Manager,
or Seminole County Staff members other than the noted
contact person regarding this RFP or their proposal at any
time prior to the posting on the Web Site of the final
evaluation and recommended ranking by County staff for
this project. Any such contact shall be cause for rejection
of your proposal.
PUBLIC CLOSING: Proposals shall be received at the
Purchasing and Contracts Division at the above referenced
address by the specified time and date. As soon as
possible thereafter the names of the Proposers shall be
read aloud at the specified location. Persons with
disabilities needing assistance to participate in the Public
Closing should call the contact person at least 48 hours in
advance of the Public Closing at 665-7129.
DELAYS: The COUNTY, at its sole discretion, may delay
the scheduled due dates indicated above if it is to the
advantage of the COUNTY to do so. The COUNTY will
notify Proposers of all changes in scheduled due dates by
written addendum.
PROPOSAL SUBMISSION AND WITHDRAWAL: The
COUNTY will receive proposals at the above address. The
outside of the envelope/container must be identified with
the RFP Number and title as stated above. The
envelope/container must also include the Proposer's name
and return address.
Receipt of the proposal in the Purchasing and Contracts
Division after the time and date specified due to failure by
the Proposer to provide the above information on the
outside of the envelope/container shall result in the
rejection of the proposal.
Proposals received after the specified time and date
shall be returned unopened. The time and date will be
scrupulously observed. The COUNTY will not be
responsible for late deliveries or delayed mail. The
time/date stamp clock located in the Purchasing and
Contracts Division shall serve as the official authority to
determine lateness of any proposal.
The COUNTY cautions Proposers to assure actual delivery
of mailed or hand-delivered proposals prior to the deadline
set for receiving proposals. Telephone confirmation of
timely receipt of the proposal may be made by calling (407)
665-7129, before the 2:00 deadline.
Proposers shall submit SEVEN (7) COMPLETE SETS (one
[1] original and six [6] copies) of the complete proposal with
all supporting documentation in a sealed
envelope/container marked as noted above. The Proposer
may submit the proposal in person or by mail.
Proposers may withdraw their proposals by notifying the
COUNTY in writing at any time prior to the time set for the
proposal deadline. Proposers may withdraw their proposals
in person or through an authorized representative.
Proposers and authorized representatives must disclose
their identity and provide a signed receipt for the proposal.
Proposals, once opened, become the property of the
COUNTY and will not be returned to the Proposers.
No additional information may be submitted, or follow-up
performed by any Proposer after the stated due date
outside of a formal presentation to the Evaluation
Committee.
INQUIRIES: All Proposers shall carefully examine the RFP
documents. Any ambiguities or inconsistencies shall be
brought to the attention of the County Purchasing and
Contracts Division in writing prior to the due date; failure to
do so, on the part of the Proposer, will constitute an
acceptance by the Proposer of any subsequent decision.
Any questions concerning the intent, meaning and
interpretations of the RFP documents includina the
attached draft aareement, shall be requested in writing, and
received by the County Purchasing and Contracts Division
at least ten (10) business days prior to the due date. The
County will not be responsible for any oral instructions
made by any employee(s) of the COUNTY in regard to this
RFP. Telephone No. 407-665-7129, Fax No. 407-665-
7956.
ADDENDUM: Should revisions to the RFP documents
become necessary; the COUNTY will post addenda
information on the COUNTY's Web Site. All Proposers
should check the COUNTY's Web Site or contact the
COUNTY's Purchasing and Contracts Division at least
seven (7) calendar days before the date fixed to verify
information regarding Addenda. Failure to do so could
result in rejection of the proposal as unresponsive.
Proposer shall sign, date, and return the latest addendum
with their Proposal. Previous addenda will be deemed
received.
Addenda information will be posted on the COUNTY's Web
Site at www.seminolecountyfl.gov It is the sole
responsibility of the Proposer to ensure he/she obtains
information related to Addenda.
SELECTION PROCESS AND AWARD: All proposals will
be evaluated by County staff in accordance with the criteria
set forth in the RFP documents.
The County reserves the right to conduct interviews or
require presentations of any or all Proposers prior to
selection. The County will not be liable for any costs
incurred by the Proposer in connection with such
presentations. Should oral presentations for this project be
required by the County, the evaluation criteria and weights
shall be used to short-list an adequate number of firms.
The COUNTY anticipates award to the Proposer who
submits the proposal judged by the COUNTY to be the
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most advantageous. The Proposer(s) understands that this
RFP does not constitute an agreement or a contract with
the Proposer. The COUNTY reserves the right to reject all
proposals, to waive any formalities, and to solicit and re-
advertise for new proposals, or to abandon the project in its
entirety.
PROPOSAL PREPARATION COSTS: Neither the
COUNTY nor its representatives shall be liable for any
expenses incurred in connection with preparation of a
response to this RFP. Proposers should prepare their
proposals simply and economically, providing a
straightforward and concise description of the Proposer's
ability to meet the requirements of the RFP.
ACCURACY OF PROPOSAL INFORMATION: Any
Proposer which submits in its proposal to the COUNTY any
information which is determined to be substantially
inaccurate, misleading, exaggerated, or incorrect, shall be
disqualified from consideration.
INSURANCE: Misrepresentation of any material fact,
whether intentional or not, regarding the Proposer's
insurance coverage, policies or capabilities may be grounds
for rejection of the proposal and rescission of any ensuing
contract. CODY of the insurance certificate shall be
furnished to the County Drior to final execution of the
Contract.
LICENSES: Proposers, both corporate and individual,
must be fully licensed and certified for the type of work to
be performed in the State of Florida at the time of
submittal of RFP. Should the Proposer not be fully licensed
and certified, its proposal shall be rejected. Any permits,
licenses, or fees required shall be the responsibility of the
Proposer. No separate or additional payment will be made
for these costs.
Adherence to all applicable code regulations, Federal,
State, County, City, etc., are the responsibility of the
Proposer.
POSTING OF RFP AWARD: Recommendation for award
will be posted on the County's Web Page
(www.seminolecountvfl.aov) prior to submission
through the appropriate approval process to the Board of
County Commissioners for final approval of award. Failure
to file protest to the Purchasing Manager within the time
prescribed in the COUNTY's Purchasing Code shall
constitute a waiver of proceedings.
PUBLIC RECORDS: Upon award recommendation or ten
(10) days after closing, proposals become "public records"
and shall be subject to public disclosure consistent with
Chapter 119, Florida Statutes. Proposers must invoke the
exemptions to disclosure provided by law in the response to
the RFP, and must identify the data or other materials to be
protected, and must state the reasons why such exclusion
from public disclosure is necessary.
PROHIBITION AGAINST CONTINGENT FEES: It shall be
unethical for a person to be retained, or to retain any
company or person, other than a bona fide employee
working solely for the Consultant to solicit or secure this
Agreement and that it has not paid or agreed to pay any
person, company, corporation, individual or firm, other than
a bona fide employee working solely for the SERVICE
PROVIDER, any fee, commission, percentage, gift, or other
consideration contingent upon or resulting from award or
making of this Agreement. For the breach or violation of
this provision, the COUNTY shall have the right to
terminate the Agreement at its sole discretion, without
liability and to deduct from the Agreement price, or
otherwise recover, the full amount of such fee, commission,
percentage, gift, or consideration.
ACCEPTANCE I REJECTION: Seminole County reserves
the right to accept or reject any or all proposals and to
make the award to those Proposers, who in the opinion of
the County will be in the best interest of and/or the most
advantageous to the County. Seminole County also
reserves the right to reject the proposal of any Proposer
who has previously failed in the proper performance of an
award or to deliver on time contracts of a similar nature or
who, in the County's opinion, is not in a position to perform
properly under this award. Seminole County reserves the
right to inspect all facilities of Proposers in order to make a
determination as to the foregoing. Seminole County
reserves the right to waive any irregularities, informalities,
and technicalities and may, at its discretion, request a re-
procurement.
PURCHASING CODE: The Purchasing Code and
Procedures apply in its entirety with respect to this RFP.
AFFIRMATION: By submission of a proposal, Proposer
affirms that his/her proposal is made without prior
understanding, agreement or connection with any
corporation, firm, or person submitting a proposal for the
same materials, supplies, equipment or services, and is all
respects fair and without collusion or fraud. Proposer
agrees to abide by all conditions of this Request for
Proposal and the resulting contract.
3
THIS FORM MUST BE COMPLETED AND RETURNED WITH YOUR PROPOSAL
INSTRUCTIONS FOR PREPARING PROPOSALS
The Proposer(s) warrants its response to this Request for Proposals to be fully disclosed
and correct. The firm must submit a proposal complying with this request for proposals,
and the information, documents and material submitted in the proposal must be
complete and accurate in all material aspects. All proposals must contain direct
responses to the following questions or requests for information and be organized so
that specific questions being responded to are readily identifiable and in the same
sequence as outlined below.
Proposers are advised to carefully follow the instructions listed below in order to be
considered fully responsive to this RFP. Proposers are further advised that lengthy or
overly verbose or redundant submissions are not necessary. Compliance with all
requirements will be solely the responsibility of the Proposer. Failure to provide
requested information will result in disqualification of response.
PROPOSAL FORMAT:
The proposal must be submitted on 8 1/2" x 11" paper, numbered, typewritten, with
headings, sections, and sub-sections identified appropriately.
The proposal must be divided into four (4) sections with references to parts of this RFP
done on a section number/paragraph number basis. The four (4) sections shall be
named:
1. Required Submittals
2. Experience and Qualifications
3. Billing Processes & Procedures
4. Proposed Rate Schedule/Fee Proposal
1. REQUIRED SUBMITTALS:
A. Letter of Transmittal: This letter will summarize in a brief and concise
manner, the Proposer's understanding of the scope of work and make a
positive commitment to perform the work in a timely manner. The letter
should name all of the persons authorized to make representations for the
Proposer, including the titles, addresses, and telephone numbers of such
persons. An authorized agent of the Proposer must sign the Letter of
Transmittal indicating the agent's title or authority. The letter should not
exceed two pages in length.
4
B. Type of Business: The Proposer shall identify the type of business
entity involved (e.g.; sole proprietorship, partnership, corporation, joint
venture, etc.). The Proposer shall identify whether the business entity is
incorporated in Florida, another state, or a foreign country (RFP Page 1).
C. FEIN: Provide the Federal Employer Identification Number of the
Proposer (RFP Page 1).
D. SSN: In the case of a sole proprietorship or partnership, provide Social
Security numbers for all owners/partners (RFP Page 1).
E. Principals: The proposal must name all persons or entities serving, or
intending to serve as principals in the Proposer's firm. Identify each
principal of the firm and any other "key personnel" who will be
professionally associated with the development and/or presentation of the
proposal.
F. Corporate Information: If a Proposer is a corporation, it shall be
certify with the Florida Secretary of State and have a corporate status in
good standing, and in the case of out-of-state corporation, they must
present evidence of authority to do business in the State of Florida.
G. Summary of Litigation: Provide a summary of any litigation, claim(s),
or contract dispute(s) filed by or against the Proposer in the past five (5)
years which is related to the services that Proposer provides in the
regular course of business. The summary shall state the nature of the
litigation, claim or contract dispute, a brief description of the case, the
outcome or projected outcome, and the monetary amounts involved.
H. License Sanctions: List any regulatory or license agency sanctions.
I. Acknowledgment of Addenda: Include a signed and dated copy of
last addendum issued by the COUNTY, if any.
J. Conflict of Interest Statement: The Proposer shall provide
information requested on the Conflict of Interest Statement Form,
included in the RFP documents.
K. Current Workload: The Proposer shall provide a listing of current and
projected workload. The Proposer shall include a graph or other
informational diagram/format indicating the allocated and available man-
hours. Indicate commitment of availability of staff to Seminole County.
L. Secured Web-Site for County Review Access. Agency will provide
the Web address including log-on and password for County to review the
Agency's database(s).
M. Agency will be HIPAA compliant with all federal standards and will
provide their policy upon reauest. The Agency will be willina. upon
reauest; to sign the HIPAA Business Associate Agreement. See
Attachment "C"; included in this package.
5
N. Taxpayer Identification Number and Certification: Complete W-9
Form included in this package
O. Drug Free Work Place Form: Signed and dated by the Proposer.
P. Compliance with Public Records Law: Attached form completed by
the Proposer.
2. BIDDER AMBULANCE BILLING EXPERIENCE & QUALIFICATIONS
A. Professional qualifications of the firm and key personnel, including the
project manager, that will directly be involved in this project. List any
anticipated sub-consultants to be utilized for this project. (4 single sided
pages)
B. Bidder informational background sheet, including all branch locations. (1
single sided page)
C. Proposer must submit Consumer Collection Agency Registration from the
State of Florida. (1 single sided page)
D. Organizational Chart. (1 single sided page)
E. Experience in similar activities for the past three years related to the type
of services requested in this RFP. The Proposer must provide the name
of the client, telephone number, fax number, and a brief description of the
services provided for the client. (2 single sided Pages).
F. List current and projected workload. (1 single sided page)
G. List of Florida or South East clients with their contact information for
reference. (1 single sided page)
H. Bidder's collection percentage rates with reference clients. (1 single sided
page)
3. BILLING PROCESSES & PROCEDURES
A. Provide specific project approach as it relates to this project. Describe your
understanding of the scope of services and the County's needs, your
approach to successful completion of the project, specialized skills available,
special considerations and possible difficulties in completing the project as
indicated. (Five single sided pages)
B. Web-Site and data access, including report samples. (Four single sided
pages)
C. Agency's communication process with local hospitals in patient data
exchange. (One single sided page)
6
D. Methodology approach to work, including billing procedures. (Five single
sided pages)
E. Skip tracing process and vendor. (Two single sided pages)
F. Agency's emergency back-up plan (Disaster Plan). (Five single sided pages)
4. AGENCY'S FEE SCHEDULE
The Agency must submit the Fee Schedule form included in this RFP.
A. The fee proposal shall include all expenses of billing, including but not limited
to, stationary, privacy notice enclosure, forms, envelopes and postage and
shall be based on a percentage of revenue collected.
7
FEE SCHEDULE
The undersigned, as Agency, declares that he has examined the specifications for work
and contractual documents relative thereto; and that he has satisfied himself relative to
the work to be performed.
The Agency proposes and agrees, if this proposal is accepted to contract with the
County in the form of the work in full and complete accordance with the show, described,
and reasonable intended requirements of the specifications and Contract Documents to
the full and entire satisfaction of the County, with a definite understanding that no money
will be allowed for extra work except as set forth in the RFP documents.
Fee Schedule:
% of amount collected for EMS/Fire/Rescue Division.
Name of Firm:
By:
(Manual Signature)
(Signature & Title (print or type)
Address
Telephone Number
Fax Number
8
EVALUATION OF PROPOSALS
3-1
EVALUATION METHOD
The Evaluation Committee will evaluate all responses received by the County by the submittal
data set forth in this RFP or as amended by addenda on the basis of the criteria above. A
determination of the best qualified firm will be made by the Evaluation Committee based on the
criteria above. In order to assist in determining the best qualified firm, the Evaluation Committee
reserves the right to request additional information and/or clarification of any information
submitted by any Proposer.
Upon final selection of one firm by the Board of County Commissioners, the Board Chairman will
execute the contract with the selected firm. The COUNTY shall be the sole judge of its own best
interests, the proposals, and the resulting agreement. The County's decisions will be final.
3-2
EVALUATION CRITERIA
Seminole County EMS/FirelRescue Division
Agency Evaluation Criteria
CRITERIA Percentaf!e
Ambulance Agency Processes & Procedures
. Sample of monthly reports
. Secured web-sites for County access.
. Agency's communication process with local
hospitals regarding patient data exchange. 45%
. Overall processes and procedures
Fee
. The fee proposal shall include all expenses of
Agency, including but not limited to, stationary, 30%
privacy notice enclosure, forms, envelopes and
postage
Ambulance Agency Experience & Qualifications
. Agency informational background sheet.
. HIP AA Compliant.
. List of Florida or South East clients with their
contact information for reference. 20%
. Agency's collection percentage rates with
referenced clients.
. Overall experience and qualifications.
Located in state of FL or Eastern Time Zone 5%
Proposer shall submit SEVEN (7) Complete Sets of the Proposal (One [1] original and six
[6] copies) including all back up documents.
9
CONFLICT OF INTEREST STATEMENT
COUNTY OF
STATE OF FLORIDA
Before me,
the
undersigned authority, personally appeared
, who was duly sworn, deposes, and states:
of
and principal office in
with
1. I am the
a local office
in
2. The above named entity is submitting an Expression of Interest for the Seminole
County project described as:
RFP-0780-06/TRJ - Billing and Collection Services
3. The Affiant has made diligent inquiry and provides the information contained in
this Affidavit based upon his own knowledge.
4. The Affiant states that only one submittal for the above project is being submitted
and that the above named entity has no financial interest in other entities submitting proposals for
the same project.
5. Neither the Affiant nor the above named entity has directly or indirectly entered
into any agreement, participated in any collusion, or otherwise taken any action in restraint of free
competitive pricing in connection with the entity's submittal for the above project. This statement
restricts the discussion of pricing data until the completion of negotiations and execution of the
Agreement for this project.
6. Neither the entity nor its affiliates, nor anyone associated with them, is presently
suspended or otherwise ineligible from participating in contract lettings by any local, state, or
federal agency.
7. Neither the entity, nor its affiliates, nor anyone associated with them have any
potential conflict of interest due to any other clients, contracts, or property interests for this
project.
8. I certify that no member of the entity's ownership, management, or staff has a
vested interest in any aspect of or Department of Seminole County.
9. I certify that no member of the entity's ownership or management is presently
applying for an employee position or actively seeking an elected position with Seminole County.
10. In the event that a conflict of interest is identified in the provision of services, I, on
behalf of the above named entity, will immediately notify Seminole County in writing.
DATED this
day of
,20
(Affiant)
Typed Name of Affiant
Title
Sworn to and subscribed before me this
20
day of
Personally known
Notary Public - State of
OR Produced identification
My commission expires
(Printed typed or stamped commissioned name of notary public)
THIS FORM MUST BE COMPLETED AND RETURNED WITH YOUR PROPOSAL
10
Form W-9
Request for Taxpayer
Identification Number and Certification
Give form to the
requester. Do not
send to the IRS.
Enter your TIN in the appropriate box. For individuals, this is your social security number (SSN).
However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on
page 3. For other entities, it is your employer identification number (EIN). If you do not have a number,
see How to get a TIN on page 3.
Note: If the account is in more than one name, see the chart on page 4 for guidelines on whose number
to enter.
(Rev. January 2003)
Department of the Treasury
Internal Revenue Service
Name
Business name. if different from above
D Individual!
Check appropriate box: Sole proprietor
Address (number. street, and apt. or suite no.)
D Corporation
City. state. and ZIP code
List account number(s) here (optional)
Certification
D Partnership D Other
O Exempt from backup
withholding
Requester's name and address (optional)
or
Under penalties of perdury, I certify that:
1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and
2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal
Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has
notified me that I am no longer subject to backup withholding, and
3. I am a U.S. person (including a U.s. resident alien).
Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup
withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply.
For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement
arrangement (IRA). and generally, payments other than interest and dividends, you are not required to sign the Certification, but you must
provide your correct TIN. (See the instructions on page 4.)
Sign
Here
Signature of
U.S. person
Date
Purpose of Form
A person who is required to file an information return with
the IRS, must obtain your correct taxpayer identification
number (TIN) to report, for example, income paid to you, real
estate transactions, mortgage interest you paid, acquisition
or abandonment of secured property, cancellation of debt, or
contributions you made to an IRA.
U.S. person. Use Form W-9 only if you are a U.S. person
(including a resident alien). to provide your correct TIN to the
person requesting it (the requester) and, when applicable, to:
1. Certify that the TIN you are giving is correct (or you are
waiting for a number to be issued),
2. Certify that you are not subject to backup withholding,
or
3. Claim exemption from backup withholding if you are a
U.S. exempt payee.
Note: If a requester gives you a form other than Form W-9
to request your TIN, you must use the requester's form if it is
substantially similar to this Form W-9.
Foreign person. If you are a foreign person, use the
appropriate Form W-8 (see Pub. 515, Withholding of Tax on
Nonresident Aliens and Foreign Entities).
Nonresident alien who becomes a resident alien.
Generally, only a nonresident alien individual may use the
terms of a tax treaty to reduce or eliminate U.S. tax on
certain types of income. However, most tax treaties contain a
provision known as a "saving clause." Exceptions specified
in the saving clause may permit an exemption from tax to
continue for certain types of income even after the recipient
has otherwise become a U.S. resident alien for tax purposes.
If you are a U.S. resident alien who is relying on an
exception contained in the saving clause of a tax treaty to
claim an exemption from U.S. tax on certain types of income,
you must attach a statement that specifies the following five
items:
1. The treaty country. Generally, this must be the same
treaty under which you claimed exemption from tax as a
nonresident alien.
2. The treaty article addressing the income.
3. The article number (or location) in the tax treaty that
contains the saving clause and its exceptions.
4. The type and amount of income that qualifies for the
exemption from tax.
5. Sufficient facts to justify the exemption from tax under
the terms of the treaty article.
Cat. No. 10231X
Form W-9 (Rev. 1-2003)
Form W-9 (Rev. 1-2003)
Page 2
Example. Article 20 of the U.S.-China income tax treaty
allows an exemption from tax for scholarship income
received by a Chinese student temporarily present in the
United States. Under U.S. law, this student will become a
resident alien for tax purposes if his or her stay in the United
States exceeds 5 calendar years. However, paragraph 2 of
the first Protocol to the U.S.-China treaty (dated April 30,
1984) allows the provisions of Article 20 to continue to apply
even after the Chinese student becomes a resident alien of
the United States. A Chinese student who qualifies for this
exception (under paragraph 2 of the first protocol) and is
relying on this exception to claim an exemption from tax on
his or her scholarship or fellowship income would attach to
Form W-9 a statement that includes the information
described above to support that exemption.
If you are a nonresident alien or a foreign entity not
subject to backup withholding, give the requester the
appropriate completed Form W-8.
What is backup withholding? Persons making certain
payments to you must under certain conditions withhold and
pay to the IRS 30% of such payments (29% after December
31, 2003; 28% after December 31, 2005). This is called
"backup withholding." Payments that may be subject to
backup withholding include interest. dividends, broker and
barter exchange transactions, rents, royalties, nonemployee
pay, and certain payments from fishing boat operators. Real
estate transactions are not subject to backup withholding.
You will not be subject to backup withholding on payments
you receive if you give the requester your correct TIN, make
the proper certifications, and report all your taxable interest
and dividends on your tax return.
Payments you receive will be subject to backup
withholding if:
1. You do not furnish your TIN to the requester, or
2. You do not certify your TIN when required (see the Part
II instructions on page 4 for details). or
3. The IRS tells the requester that you furnished an
incorrect TIN, or
4. The IRS tells you that you are subject to backup
withholding because you did not report all your interest and
dividends on your tax return (for reportable interest and
dividends only). or
5. You do not certify to the requester that you are not
subject to backup withholding under 4 above (for reportable
interest and dividend accounts opened after 1983 only).
Certain payees and payments are exempt from backup
withholding. See the instructions below and the separate
Instructions for the Requester of Form W-9.
Penalties
Failure to furnish TIN. If you fail to furnish your correct TIN
to a requester, you are subject to a penalty of $50 for each
such failure unless your failure is due to reasonable cause
and not to willful neglect.
Civil penalty for false information with respect to
withholding. If you make a false statement with no
reasonable basis that results in no backup withholding, you
are subject to a $500 penalty.
Criminal penalty for falsifying information. Willfully
falsifying certifications or affirmations may subject you to
criminal penalties including fines and/or imprisonment.
Misuse of TINs. If the requester discloses or uses TINs in
violation of Federal law, the requester may be subject to civil
and criminal penalties.
Specific Instructions
Name
If you are an individual, you must generally enter the name
shown on your social security card. However, if you have
changed your last name, for instance, due to marriage
without informing the Social Security Administration of the
name change, enter your first name, the last name shown on
your social security card, and your new last name.
If the account is in joint names, list first, and then circle,
the name of the person or entity whose number you entered
in Part I of the form.
Sole proprietor. Enter your individual name as shown on
your social security card on the "Name" line. You may enter
your business, trade, or "doing business as (DBA)" name on
the "Business name" line.
Limited liability company (LLC). If you are a single-member
LLC (including a foreign LLC with a domestic owner) that is
disregarded as an entity separate from its owner under
Treasury regulations section 301.7701-3, enter the owner's
name on the "Name" line. Enter the LLC's name on the
"Business name" line.
Other entities. Enter your business name as shown on
required Federal tax documents on the "Name" line. This
name should match the name shown on the charter or other
legal document creating the entity. You may enter any
business, trade, or DBA name on the "Business name" line.
Note: You are requested to check the appropriate box for
your status (individual/sole proprietor; corporation, etc.).
Exempt From Backup Withholding
If you are exempt, enter your name as described above and
check the appropriate box for your status, then check the
"Exempt from backup withholding" box in the line following
the business name, sign and date the form.
Generally, individuals (including sole proprietors) are not
exempt from backup withholding. Corporations are exempt
from backup withholding for certain payments, such as
interest and dividends.
Note: If you are exempt from backup withholding, you should
still complete this form to avoid possible erroneous backup
withholding.
Exempt payees. Backup withholding is not required on any
payments made to the following payees:
1. An organization exempt from tax under section 501 (a),
any IRA, or a custodial account under section 403(b)(7) if the
account satisfies the requirements of section 401 (f)(2);
2. The United States or any of its agencies or
instrumentalities;
3. A state, the District of Columbia, a possession of the
United States, or any of their political subdivisions or
instrumentalities;
4. A foreign government or any of its political subdivisions,
agencies, or instrumentalities; or
5. An international organization or any of its agencies or
instrumentalities.
Other payees that may be exempt from backup
withholding include:
6. A corporation;
7. A foreign central bank of issue;
8. A dealer in securities or commodities required to register
in the United States, the District of Columbia, or a
possession of the United States;
Form W-9 (Rev. 1-2003)
Page 3
9. A futures commission merchant registered with the
Commodity Futures Trading Commission;
10. A real estate investment trust;
11. An entity registered at all times during the tax year
under the Investment Company Act of 1940;
12. A common trust fund operated by a bank under
section 584(a);
13. A financial institution;
14. A middleman known in the investment community as a
nominee or custodian; or
15. A trust exempt from tax under section 664 or
described in section 4947.
The chart below shows types of payments that may be
exempt from backup withholding. The chart applies to the
exempt recipients listed above, 1 through 15.
If the payment is for . . .
THEN the payment is exempt
for . ..
Interest and dividend payments
All exempt recipients except
for 9
Broker transactions
Exempt recipients 1 through 13.
Also, a person registered under
the Investment Advisers Act of
1940 who regularly acts as a
broker
Barter exchange transactions
and patronage dividends
Exempt recipients 1 through 5
Payments over $600 required
to be reported and direct
sales over $5,000 1
Generally, exempt recipients
1 through 7 2
1 See Form 1099-MISC. Miscellaneous Income. and its instructions.
2 However. the followin9 payments made to a corporation (including gross
proceeds paid to an attorney under section 6045(1). even if the attorney is a
corporation) and reportable on Form 1099-MISC are not exempt from backup
withholding: medical and health care payments. attorneys' fees; and payments
for services paid by a Federal executive agency.
Part I. Taxpayer Identification
Number (TIN)
Enter your TIN in the appropriate box. If you are a resident
alien and you do not have .an~ ,are not eligible to g~t an
SSN, your TIN is your IRS Individual taxpayer Identification
number OTIN). Enter it in the social security number box. If
you do not have an ITIN, see How to get a TIN below.
If you are a sole proprietor and you have an EIN, you may
enter either your SSN or EIN. However, the IRS prefers that
you use your SSN.
If you are a single-owner LLC that is disregarded as an
entity separate from its owner (see Limited liability
company (LLC) on page 2), enter your SSN (or EIN, if you
have one). If the LLC is a corporation, partnership, etc., enter
the entity's EIN.
Note: See the chart on page 4 for further clarification of
name and TIN combinations.
How to get a TIN. If you do not have a TIN, apply for one
immediately. To apply for an SSN, get Form 55-5,
Application for a Social Security Card, from your local Social
Security Administration office or get this form on-line at
www.ssa.gov/online/ss5.html. You may also get this form
by calling 1-800-772-1213. Use Form W-7, Application for
IRS Individual Taxpayer Identification Number, to apply for an
ITIN, or Form 55-4, Application for Employer Identification
Number, to apply for an EIN. You can get Forms W-7 and
SS-4 from the IRS by calling 1-800-TAX-FORM
(1-800-829-3676) or from the IRS Web Site at www.irs.gov.
If you are asked to complete Form W-9 but do not have a
TIN, write "Applied For" in the space for the TIN, sign and
date the form, and give it to the requester. For interest and
dividend payments, and certain payments made with respect
to readily tradable instruments, generally you will have 60
days to get a TIN and give it to the requester before you are
subject to backup withholding on payments. The 60-day rule
does not apply to other types of payments. You will be
subject to backup withholding on all such payments until you
provide your TIN to the requester.
Note: Writing "Applied For" means that you have already
applied for a TIN or that you intend to apply for one soon.
Caution: A disregarded domestic entity that has a foreign
owner must use the appropriate Form W-B.
Form W-9 (Rev. 1-2003)
Page 4
Part II. Certification
To establish to the withholding agent that you are a U.S.
person, or resident alien, sign Form W-9. You may be
requested to sign by the withholding agent even if items 1, 3,
and 5 below indicate otherwise.
For a joint account, only the person whose TIN is shown in
Part I should sign (when required). Exempt recipients, see
Exempt from backup withholding on page 2.
Signature requirements. Complete the certification as
indicated in 1 through 5 below.
1. Interest, dividend, and barter exchange accounts
opened before 1984 and broker accounts considered
active during 1983. You must give your correct TIN, but you
do not have to sign the certification.
2. Interest, dividend, broker, and barter exchange
accounts opened after 1983 and broker accounts
considered inactive during 1983. You must sign the
certification or backup withholding will apply. If you are
subject to backup withholding and you are merely providing
your correct TIN to the requester, you must cross out item 2
in the certification before signing the form.
3. Real estate transactions. You must sign the
certification. You may cross out item 2 of the certification.
4. Other payments. You must give your correct TIN, but
you do not have to sign the certification unless you have
been notified that you have previously given an incorrect TIN.
"Other payments" include payments made in the course of
the requester's trade or business for rents, royalties, goods
(other than bills for merchandise). medical and health care
services (including payments to corporations), payments to a
nonemployee for services, payments to certain fishing boat
crew members and fishermen, and gross proceeds paid to
attorneys (including payments to corporations).
5. Mortgage interest paid by you, acquisition or
abandonment of secured property, cancellation of debt,
qualified tuition program payments (under section 529),
IRA or Archer MSA contributions or distributions, and
pension distributions. You must give your correct TIN, but
you do not have to sign the certification.
What Name and Number To Give the
Requester
For this type of account:
Give name and SSN of:
1. Individual
2. Two or more individuals Ooint
account)
3. Custodian account of a minor
(Uniform Gift to Minors Act)
4. a. The usual revocable
savings trust (grantor is
also trustee)
b. So-called trust account
that is not a legal or valid
trust under state law
5. Sole proprietorship or
single-owner LLC
For this type of account:
The individual
The actual owner of the account
or, if combined funds, the first
individual on the account 1
The minor 2
The grantor -trustee 1
The actual owner 1
The owner 3
Give name and EIN of:
6. Sole proprietorship or
single-owner LLC
7. A valid trust. estate, or
pension trust
8. Corporate or LLC electing
corporate status on Form
8832
9. Association, club, religious,
charitable, educational, or
other tax-exempt organization
10. Partnership or multi-member
LLC
11. A broker or registered
nominee
12. Account with the Department
of Agriculture in the name of
a public entity (such as a
state or local government,
school district, or prison) that
receives agricultural program
payments
The owner 3
Legal entity 4
The corporation
The organization
The partnership
The broker or nominee
The public entity
, List first and circle the name of the person whose number you furnish. If only
one person on a joint account has an SSN. that person's number must be
furnished.
2 Circle the minor's name and furnish the minor's SSN.
3 You must show your individual name, but you may also enter your
business or "DBA" name. You may use either your SSN or EIN (if you have
one).
, List first and circle the name of the legal trust. estate, or pension trust. (Do
not furnish the TIN of the personal representative or trustee unless the legal
entity itself is not designated in the account title.)
Note: If no name is circled when more than one name is
listed, the number will be considered to be that of the first
name listed.
Privacy Act Notice
Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons who must file information returns
with the IRS to report interest, dividends, and certain other income paid to you, mortgage interest you paid, the acquisition or
abandonment of secured property, cancellation of debt, or contributions you made to an IRA or Archer MSA. The IRS uses the
numbers for identification purposes and to help verify the accuracy of your tax return. The IRS may also provide this information
to the Department of Justice for civil and criminal litigation, and to cities, states, and the District of Columbia to carry out their
tax laws. We may also disclose this information to other countries under a tax treaty, or to Federal and state agencies to enforce
Federal nontax criminal laws and to combat terrorism.
You must provide your TIN whether or not you are required to file a tax return. Payers must generally withhold 30% of taxable
interest, dividend, and certain other payments to a payee who does not give a TIN to a payer. Certain penalties may also apply.
DRUG-FREE WORK PLACE FORM
The undersigned vendor in accordance with Florida statute 287.087 hereby
certifies that
does:
(Name of Business)
1. Publish a statement notifying employees that the unlawful manufacture,
distribution, dispensing, possession, or use of a controlled substance is
prohibited in the workplace and specifying the actions that will be taken
against employees for violations of such prohibition.
2. Inform employees about the dangers of drug abuse in the workplace, the
business's policy of maintaining a drug-free workplace, any available drug
counseling, rehabilitation, and employee assistance programs, and the
penalties that may be imposed upon employees for drug abuse violations.
3. Give each employee engaged in providing the commodities or contractual
services that are proposed a copy of the statement specified in subsection
(1 ).
4. In the statement specified in subsection (1), notify the employees that, as
a condition of working on the commodities or contractual services that are
under proposal, the employee will propose by the terms of the statement
and will notify the employer of any conviction of, or plea of guilty or nolo
contender to, any violation of Chapter 893 or of any controlled substance
law of the United States or any state, for a violation occurring in the
workplace no later than five (5) days after such conviction.
5. Impose a sanction on, or require the satisfactory participation in a drug
abuse assistance or rehabilitation program if such is available in the
employee's community, by any employee who is so convicted.
6. Make a good faith effort to continue to maintain a drug-free workplace
through implementation of this section.
As the person authorized to sign the statement, I certify that this firm complies
fully with the above requirements.
Proposer's Signature
Firm
Date
11
Compliance with the Public Records Law
Upon award recommendation or ten (10) days after opening, submittals become "public
records" and shall be subject to public disclosure consistent with Chapter 119, Florida
Statutes. Proposers must invoke the exemptions to disclosure provided by law in the
response to the solicitation, and must identify the data or other materials to be protected,
and must state the reasons why such exclusion from public disclosure is necessary.
The submission of a proposal authorizes release of your firm's credit data to Seminole
County.
If the company submits information exempt from public disclosure, the company must
identify with specificity which pages/paragraphs of their bid/proposal package are
exempt from the Public Records Act, identifying the specific exemption section that
applies to each. The protected information must be submitted to the County in a
separate envelope marked accordingly.
By submitting a response to this solicitation, the company agrees to defend the County
in the event we are forced to litigate the public records status of the company's
documents.
Company Name:
Authorized representative (printed):
Authorized representative (signature):
Date:
Project Number: RFP-0780-06/TRJ BILLING SERVICES FOR EMS TRANSPORT -
SEMINOLE COUNTY EMS / FIRE / RESCUE DIVISION
THIS FORM MUST BE COMPLETED AND RETURNED WITH YOUR PROPOSAL
12
RFP-0780-06/TRJ
Billing Services for EMS Transport
- Seminole County
EMS/Fire/Rescue Division
Draft Agreement &
Scope of Services
13
DRAFT
BILLING SERVICES AGREEMENT (RFP-0780-06/TRJ)
EMERGENCY MEDICAL SERVICES TRANSPORT
THIS AGREEMENT is made and entered into this
day of
, 20____, by and between
duly authorized to conduct business in the State of Florida, whose
address is , hereinafter called
the "CONTRACTOR", and SEMINOLE CotJNTY, 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" .
WIT N E SSE T H:
WHEREAS, the COUNTY desires to retain the services of a competent
and qualified contractor to provide billing services for emergency
medical services transport in Seminole County; 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 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 hereto and incorporated
herein as Exhibit "A".
SECTION 2.
AUTHORIZATION FOR SERVICES.
Authorization for
performance of professional services by the CONTRACTOR under this
Agreement shall be in the form of written Notice to Proceed issued and
executed by the COUNTY.
1
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 percent. Monthly contingency of all monies collected in
the previous month (excluding Medicaid accounts) plus a
DOLLAR 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 the total required services
actually performed and completed. Upon review and approval of
CONTRACTOR · S invoice, the COUNTY shall, wi thin thirty (30) days of
receipt of the invoice, pay CONTRACTOR the approved amount.
SEC'l':ION 4. BJ:LLJ:NG AND PAnmNT.
(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 performed by the CONTRACTOR during that
month and for which the COUNTY is billed and the name of the individual
performing each service;
(4) A description of the services rendered in
with sufficient detail to identify the exact nature of
performed; and
(3) above
the work
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:
Public Safety Department / EMS Fire Rescue
150 Bush Loop, Suite 2-138
Sanford, FL 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
for audit or inspection as provided for in subsection (a) of this
Section.
3
(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 wi thin
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 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. TEBM. This Agreement shall take effect on the date of
its execution by COUNTY and shall remain in effect for a period of three
(3) years and, at the option of the parties, may be renewed for two (2)
additional one (1) year periods.
4
SECTION 9. TERMENATION.
(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,
quarantine restrictions, strikes, freight embargoes, and unusually
severe weather; but, in every case, the failure to perform must be
5
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.
SEC'l'J:ON 10. EQUAL OPPORTUNJ:TY 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
This provision shall include, but not be limited
employment, upgrading, demotion or transfer;
recruitment advertising; layoff or termination; rates of payor other
and selection for training, including
origin or disability.
to, the following:
forms
of
compensation;
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 bona fide
employee working solely for CONTRACTOR, any fee, commission, percentage,
gift, or other consideration contingent upon or resulting from the award
or making of this Agreement. For the breach or violation of this
6
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.
SECTZON 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. SUBCOWl'RACTORS. 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. INDEMNZFICATJ:ON OF COUN'l'Y. The CONTRACTOR agrees to
hold harmless, replace, and indemnify the COUNTY, its commissioners,
officers, employees, and agents against any and all claim, losses,
damages or lawsuits for damages, arising from the negligent, reckless,
or intentionally wrongful provision of services hereunder by the
CONTRACTOR, whether caused by the CONTRACTOR or otherwise.
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
insurer evidencing the insurance required by this Section (Professional
Liability, Workers' Compensation/Employer's Liability and Commercial
7
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 wi th the requirements of the Agreement. The Certificate
shall have this Agreement number clearly marked on its face.
(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.
8
(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
9
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 I 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
liabili ty 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 are 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:
$ 500,000.00
$1,000,000.00
$ 500,000.00
(Each Accident)
(Disease-Policy Limit)
(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 Cormnercial 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
Injury Limit
$500,000.00
Each Occurrence Limit
$500,000.00
(3) Professional Liability Insurance. The CONTRACTOR shall
carry limits of not less than FIVE HUNDRED THOUSAND AND NO/lOa 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 I 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 I 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.
(a) In the event of a dispute related to any performance or
payment obligation arising under this Agreement, the parties agree to
exhaust COUNTY protest procedures prior to filing suit or otherwise
pursuing legal remedies. COUNTY procedures for proper invoice and
payment disputes are set forth in Section 22.15, "Prompt Payment
Procedures," Seminole County Administrative 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 protest procedures set
forth in subsection (a) above of which the CONTRACTOR had knowledge and
failed to present during the COUNTY protest procedures.
(c) In the event that COUNTY protest 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 voluntary mediation shall be shared equally among the parties
participating in the mediation.
SECTION 17. REPRESENTATIVE OF COMPANY 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
12
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
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,
13
employees, and agents, the agent, representative,
COUNTY for any purpose, or in any manner, whatsoever.
or employee of the
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
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;
14
For COUNTY:
Public Safety Department / EMS Fire Rescue
150 Bush Loop, Suite 2-138
Sanford, FL 32773
FOR CONTRACTOR:
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.
CQMPLIANCE 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 INTDEST.
(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
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
15
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.
rN WITNESS WHEREOF, the parties hereto have made and executed this
Agreement for the purposes stated herein.
ATTEST:
By:
Secretary
President
(CORPORATE SEAL)
Date:
ATTEST:
BOARD OF COUNTY COMMISSIONERS
SEMINOLE COUNTY, FLORIDA
By:
CARLTON HENLEY, Chairman
MARYANNE MORSE
Clerk to the Board of
County Commissioners of
Seminole County, Florida.
Date:
For the use and reliance
of Seminole County only.
As authorized for execution by
the Board of County Commissioners
at their , 20____,
regular meeting.
Approved as to form and
legal sufficiency.
County Attorney
AC/lpk
3/13/06 3/16/06
Rfp-0780
Attachments:
Exhibit "A" - Scope of Services
Exhibit "B" - Rate Schedule
1.6
AMBULANCE BILLING SERVICES FOR THE SEMiNOLE COUNTi
EMS/FIRE/RESCUE DIVISION
SCOPE OF SERVICES
2006
Seminole County, Florida (County) desires to enter into a contract with an experienced
and qualified firm (Agency) to:
1. Provide billing 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 monthly
invoice should show gross collections, patient refunds, Medicaid collections,
net collections, Medicaid transports, Privacy Notice Mailing fee and Agency
invoice amount.
2. Provide reasonably necessary training to appropriate County
EMS/Fire/Rescue personnel regarding the gathering of necessary
information and proper completion of run tickets. The Agency will work with
the County's Collection Company for delinquent accounts.
3. Provide prompt submission of Medicare, Medicaid, and insurance claims
within ten (10) business days after receiving the completed patient billing
information, which shall be the Agency's notice to commence the
billing/collection service. Ability to receive the County's transport records file
digitally. The. receipt of the digital transport records will meet with the
County's file layout criteria. (Reference Attachment B). 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 establish 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 transports 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 all customer-related inquiry services and prepare additional third
party claims based on this information exchange. Provide a toll-free
telephone number and secure web site address for customer access.
7. Implement a collection system involving a minimum of six (6) 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 available to
the County via on-line access to the Agency's database. 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. The invoice will contain a statement in Spanish
to call the toll-free telephone number for assistance.
8. 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.
9. Agency will provide skip tracing through a nationally recognized change of
address system, example would be Accurint or similar agency. A credit
information resource will be used to determine returned mail corrections and
Agency will resubmit statement to patient with corrected address.
10. 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.
11. Process requests for refunds through County on a monthly basis and provide
EMS/Fire/Rescue Division with documentation of each refund processed.
12. Provide to EMS/Fire/Rescue Division all unpaid invoices along with the
complete processing history once collection efforts are exhausted. Should
the agre~ment be terminated for any reason, the Agency shall turn over all
existing information in its possession concerning existing unpaid accounts.
Such information shall be transmitted by an electronic medium reasonably
acCeptable to EMS/Fire/Rescue.
13. The Agency shall provide sufficient bi-lingual 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.
14. Agency will be HIPAA compliant with all their federal standards and will
provide their policy upon request. The Agency will be willing to sign the
HIPAA Business Associate Agreement (Reference Attachment C)
regarding the use of 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.
15. Any procedures described in this scope of services represents a minimum
effort required by 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 provider groups, or its usual and
customary practices. The successful collection rate will be calculated on a
monthly 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 Agency will use its "best efforts" to ensure that the annual
collection rate does not fall below an annual 65% minimum. If the annual
collection rate falls below 65%. the County will require the Agency to provide
justification or corrective action.
16. The following monthly reports shall be prepared by the Agency and submitted
to the County (Reference Attachment A):
Reports:
· Transport Charges & Collections
· Billing & Collection Summary
· Ambulance Payment
· Ambulance New Patient Billing
· Ambulance Unit Report
· Collection by Financial Class
· Report of Accounts Receivable
· Ambulance Billing Adjustments - Write affs - Reversals
· Accounts Receivable for Collections
· Audit Report of Accounts Changed
. Insurance Denial
· Revenue Per Transport Report
· Revenue Report
17. The County requires on-line read-only and printable access to the Agency's
patient billing database, which will include the ability to select by account
number or by last name index. The database access will include the
following patient information:
· Incident location and unit ID
· Patient contact information
· Date of Service
· Transport mileage
· Transport rate & mileage charge
· Number of mailings
· Patient message screen with dates and descriptions of mailings,
communication with patient, insurance company, attorneys, etc.
· Payment screen showing adjustments, payment type, payer name, check
number, date received, amount of payment and balance due
18. In the case of any untimely claims refusal of payment from an insurance
company for which the Agency is responsible, the amount of the transport
charge will be credited to the patient's account and deducted from the
calculation of the County's monthly invoice.
19. In case of a catastrophic event a toll-free telephone number will be available
for patient access within 24 hours. The Agency will provide the County with
a copy of the Agency's Disaster Plan.
20. Agency will attend at least one meeting annually with the County at a
mutually agreed upon specified location.
21. Agency will be responsible for tracking the Medicare and Medicaid renewal
dates and application forms for the County.
Seminole County EMS/Fire/Rescue Division
RFP Billing Summary
For the fiscal year October 2004 - September 2005, the transport net charges were @
$3,700,000 and net revenue was @ $2,700,000 with an additional $70,000 in revenue
from collection accounts.
The billing collection rate for that fiscal year was 72%.
The demographics of the 2004/2005 fiscal year collections were:
· 40% Insurance
· 47% Medicare
· 7% Medicaid
6% Self Pay
The current fee schedule for our EMS transports range from $287 to $493, depending
on the level of service with an adqitional $6.05 per loaded mile.
· BLS - Emergency $287.31
· ALS1- Emergency $341.18
· ALS2 $493.81
ATTACHMENT A
Brief description of monthly reports to be prepared and submitted:
1. Transport Charges & Collections:
Report should include the monthly transport gross charges, adjustments, net
charges, receipts (based on transport date), net balance, gross % of collections, net
% of collections and the % of paying patients. This should include a line of all the
data from the first billing month and year to the present. Totals should be on each
column.
2. Billing & Collection Summary:
Report should show by month/year total gross billing, adjustments, collections by
month, collections-to-date. Totals should be on each column.
3. Ambulance Payment Report:
Report should list patient number, patient name, address, check number, check
amount, payment type (self-pay, Insurance, Medicare, Medicaid), payer if other than
patient. It should subtotal for each transport deposit date with the batch number and
total amount of deposit. Totals for check amount column and each of the payment
types broken out separately and adjustments.
4. Ambulance New Patient Billing Report:
Report should include the following data for new patients transported during that
month. Patient number, patient name, incident date, base amount, mileage amount,
total billed and level of service. Totals on number of new accounts, base amount,
mileage amount and totals by each level of service.
5. Ambulance Unit Report:
Report should include ambulance unit number with its number of calls and gross
billed for that month. Total on number of calls and gross billed.
6. Collection by Financial Class Report:
Report should show by month/year and each payment type (Self Pay, Insurance,
Medicare, Medicaid). It should include amount billed, amount collected, % collected,
number of accounts and gross billed for each month. Totals for each payment type
and % collected.
7. Report of Accounts Receivable:
Report should show by year to date, the gross amount billed, less removed
accounts, less payments, less adjustments, less reversals and the accounts
receivable balance. These figures are shown by dollar amount and number of
accounts.
8. Ambulance Billing Adjustments / Write affs I Reversals Report:
Report should include patient number, patient name, incident date, adjustment
amount and adjustment type. Total of adjustment amount and number of
adjustments should also be on this report.
9. Accounts Receivable for Collections Report:
This report should show patient number, patient name, patient address, zip code,
incident date, amount billed, amount paid, adjustments, balance. Totals by gross
billed, less payments, less adjustments, balance of accounts receivable.
10. Audit Report of Changed Accounts:
Report should show account number, account name, level of service change, date
changed, from base amount, to base amount.
11. Insurance Denial Report:
Report should show account number, account name, incident date, incident amount,
insurance carrier, condition code, reason for denial.
12. Revenue per Transport Report:
Report should show the total dollar amount of payments received for a transport
month divided by the number of transports for a month and listed by month and
year.
13. Revenue Report:
Report should show by month/year gross charges, adjustments, net charges,
receipts (based on deposit date), % collected.
ATTACHMENT B
Fixed Length Billing Extract Format-Existing
Phillie N/A Date 08104/05
Author Docwnent II> Fixed Length Billing Version 2
Extract Format-
Existin2.doc
Introduction:
This document details the fixed length billing extract format that will be utilized to transmit incident
infonnation electronically to ADPI. If a field is not required, or not needed, the deSignated locations
for that field may be left blank. Numeric fannats are right justified and alpha fonnats are left justified.
Record 1: Patient. Insurance. and Level of Service Information
431 characters, 1 record per incident/account.
Fixed Length Billing Extract Format-Existing
Phase N/A Date 08104/05
Author Document ID I Fixed Length Billing Version 2
Extract Format-
ExistinR.doc
Fixed Length Billing Extract Format-Existing
08/04/05
Fixed Length Billing Extract Format-Existing
08/04/05
Record 2: Impressions Information
291 characters, multiple records per incident/account possible.
Fixed Length Billing Extract Format-Existing
Phase
N/A
Date
08/04/05
2
Author
ATTACHMENT C
Seminole County
Business Associate Agreement
Between EMS/Fire/Rescue Division and Billing Agency
This Agreement between Seminole County ("EMS/Fire/Rescue Division") and
Agency ("Billing Agency") is executed for the purpose of ensuring that Agency carries
out its obligations to Seminole County in compliance with the privacy and security
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").
This Agreement encompasses Agency assurance to protect the confidentiality,
integrity, and security of any personally identifiable protected health information ("PHI")
that is collected, processed or learned as a result of the services provided to Seminole
County by Agency representatives, including any such information stored and
transmitted electronically, referred to as electronic protected health information ("e-
PHI").
Agency agrees that it will:
1. Not use or further disclose PHI except as oermitted under this Aareement
or reauired by law;
2. Use appropriate safeguards to prevent use or disclosure of PHI except as
permitted by this Agreement;
3. To mitigate, to. the extent practicable, any harmful effect that is known to the
Agency of a use or disclosure of PHI by the Agency in violation of this
Agreement.
4. Report to Seminole County any use or disclosure of PHI not provided for by this
Agreement of which the Agency becomes aware;
5. Ensure that any agents or subcontractors to whom the Agency provides PHI, or
who have access to PHI, such as other consulting companies agree to the same
restrictions and conditions that apply to the Agency with respect to such PHI;
6. Make PHI available to Seminole County and to the individual who has a right of
access as required under HIPAA within 30 days of the request by Seminole
County to the individual;
7. Incorporate any amendments to PHI when notified to do so by Seminole County;
8. Provide an accounting of all uses or disclosures of PHI made by the Agency as
required under the HIPAA privacy rule within 60 days;
9. Make its 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 the Agency' and Seminole County
compliance with HIPAA; and
10. At the termination of this Agreement, return or destroy all PHI received from, or
created or received by the Agency on behalf of Seminole county, and if return is
infeasible. the protections of this agreement will extend to such PHI.
The specific uses and disclosures of PHI that may be made by the Agency on behalf of
Seminole County include:
1. The review of patient care information providing advice to Seminole County
concerning a particular ambulance incident;
2. The review of patient care information and other medical records and submission
of that information to carriers, insurers, and other payers with respect to the
Agency assisting Seminole County in an insurance or Medicare audit or other
similar action;
3. The review of patient care information with respect to providing Seminole
County with business and optional advice generally and in the course of
performing compliance assessment activities by the Agency;
4. Uses required for the proper management of the Agency as a business
associate.
5. Other uses or disclosures of PHI as permitted by HIPAA privacy rule.
The Agency agrees to assume the following obligations regarding electronic Protected
Health Information (e-PHI):
1. The Agency agrees to implement administrative, physical and technical
safeguards that reasonably and appropriately protect the confidentiality, integrity
and availability of the e-PHI that it creates, receives, maintains or transmits on
behalf of Seminole County.
2. The Agency will ensure that any agent, including a subcontractor, to whom to it
provides e-PHI that was created, received, maintained or transmitted on behalf
of Seminole County agrees to implement reasonable and appropriate safeguards
to protect the confidentiality, security, and integrity of e-PHI.
3. The Agency agrees to alert Seminole County of any security incident (as defined
by the HIPAA Security Rule) which it becomes aware, and the steps it has taken
to mitigate any potential security compromise that may have occurred, and
provide a report to Seminole County of any loss of data or other information
system compromise as a result of the incident.
Notwithstanding any other provisions of this Agreement, this Agreement may be
terminated by Seminole County, in its sole discretion, if Seminole County determines
that the Agency has violated a term or provision of this Agreement pertaining to
Seminole County obligations under the HIPAA privacy or security rules, or if the Agency
engages in conduct which would, if committed by Seminole County, would result in a
violation of the HIPAA privacy or security rules by Seminole County.
Agreed to this
day of
,2006.
Seminole County
EMS/Fire/Rescue Division
Agency
By:
By:
Its:
Its:
Date:
Date:
PURCHASING DIVISION
DEPARTMENT OF FISCAL SERVICES
April 5, 2006
To:
PROSPECTIVE PROPOSERS AND ALL OTHERS CONCERNED
From:
Timothy Jecks, Contracts Analyst
Subject:
RFP-0780-06/TRJ - Billing Services for EMS Transport
Due Date:
April 19, 2006 @ 2:00 PM
ADDENDUM #1
Total pages: 31
The information included in this Addendum revises, clarifies, or
supplements the specifications and other provisions of the contract
documents and is considered part and parcel to the RFP/BID
Package.
Attached is the current, correct version of our draft agreement. Please verify that this is
the copy in your proposals.
Failure to acknowledge receipt of this addendum on the submittal
may result in disqualification of your bid response.
Signature on File
Timothy R. Jecks
Contracts Analyst
DRAFT
BILLING SERVICES AGREEMENT (RFP-0780-06/TRJ)
EMERGENCY MEDICAL SERVICES TRANSPORT
THIS AGREEMENT is made and entered into this
day of
, 20____, by and between
duly authorized to conduct business in the State of Florida, whose
address is , hereinafter called
the "CONTRACTOR", and SEMINOLE CO'DNTY, 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 II .
WIT N E SSE T H:
WHEREAS, the COUNTY desires to retain the services of a competent
and qualified contractor to provide billing services for emergency
medical services transport in Seminole County; 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 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 hereto and incorporated
herein as Exhibit "A".
SECTION 2 .
Authorization FOR SERVICES.
Authorization for
performance of professional services by the CONTRACTOR under this
Agreement shall be in the form of written Notice to Proceed issued and
executed by the COUNTY.
1
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 percent. Monthly contingency of all monies collected in
the previous month (excluding Medicaid accounts) plus a
DOLLAR 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 the total required services
actually performed and completed. Upon review and approval of
CONTRACTOR'S invoice, the COUNTY shall, wi thin thirty (30) days of
receipt of the invoice, pay CONTRACTOR the approved amount.
SECTION 4. B:ILL:ING AND PA'YHENT.
(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 ) Con tract Number;
(3) A complete and accurate record of services performed by
the CONTRACTOR for all services performed by the CONTRACTOR during that
month and for which the COUNTY is billed and the name of the individual
performing each service;
(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:
Public Safety Department / EMS Fire Rescue
150 Bush Loop, Suite 2-138
Sanford, FL 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
for audit or inspection as provided for in subsection (a) of this
Section.
3
(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 wi thin
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 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 DOCUHENTS. 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 remain in effect for a period of three
(3) years and, at the option of the parties, may be renewed for two (2)
additional one (1) year periods.
4
SECTrON 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,
quarantine restrictions, strikes, freight embargoes, and unusually
severe weather; but, in every case, the failure to perform must be
5
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.
SEC'l':ION 10. EQUAL OPPORTUN:ITY 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 payor 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 solicitor secure this
Agreement and that CONTRACTOR has not paid or agreed to pay any persons,
company, corporation, individual or firm, other than a bona fide
employee working solely for CONTRACTOR, any fee, commission, percentage,
gift, or other consideration contingent upon or resulting from the award
or making of this Agreement. For the breach or violation of this
6
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. ASSJ:GNMENT. 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. SUBCON'I'RAC'I'ORS. 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. The CONTRACTOR agrees to
hold harmless, replace, and indemnify the COUNTY, its commissioners,
officers, employees, and agents against any and all claim, losses,
damages or lawsuits for damages, arising from the negligent, reckless,
or intentionally wrongful provision of services hereunder by the
CONTRACTOR, whether caused by the CONTRACTOR or otherwise.
SECTION 15. INSURANCE.
(a) General. The CONTRACTOR shall at the CONTRACTOR'S own cost,
procure the insurance required under this Section.
(I) The CONTRACTOR shall furnish the COUNTY with a
Certificate of Insurance signed by an authorized representative of the
insurer evidencing the insurance required by this Section (Professional
Liability, Workers' Compensation/Employer's Liability and Commercial
7
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 wi th the requirements of the Agreement. The Certificate
shall have this Agreement n'Wllber clearly marked on its face.
(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.
8
(b)
Insurance
Company
Requirements. Insurance companies
this Agreement must meet the following
providing the insurance under
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 1 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
9
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 I 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 are 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
limi t 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:
$ 500,000.00
$1,000,000.00
$ 500,000.00
(Each Accident)
(Disease-Policy Limit)
(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
Injury Limit
$500,000.00
Each Occurrence Limit
$500,000.00
(3) Professional Liability Insurance. The CONTRACTOR shall
carry limits of not less than FIVE HUNDRED THOUSAND AND NO/lOa 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.
(a) In the event of a dispute related to any performance or
payment obligation arising under this Agreement, the parties agree to
exhaust COUNTY protest procedures prior to filing suit or otherwise
pursuing legal remedies. COUNTY procedures for proper invoice and
payment disputes are set forth in Section 22.15, "Prompt Payment
Procedures," Seminole County Administrative 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 protest procedures set
forth in subsection (a) above of which the CONTRACTOR had knowledge and
failed to present during the COUNTY protest procedures.
(c) In the event that COUNTY protest 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 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
12
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 I 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 ALTERATJ:ONS. No
modification, amendment or alteration in the terms or conditions
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,
13
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. SERVJ:CES NOT PROVJ:DED FOR. No claim for services
furnished by the CONTRACTOR not specifically provided for herein shall
be honored by the COUNTY.
SECTJ:ON 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 ei ther party desires to give
notice unto the other, it must be given by written notice, sent by
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;
14
For COUNTY:
Public Safety Department / EMS Fire Rescue
150 Bush Loop, Suite 2-138
Sanford, FL 32773
FOR CONTRACTOR:
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
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
15
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:
By:
President
Secretary
(CORPORATE SEAL)
Date:
ATTEST:
BOARD OF COUNTY COMMISSIONERS
SEMINOLE COUNTY, FLORIDA
By:
CARLTON HENLEY, Chairman
MARYANNE MORSE
Clerk to the Board of
County Commissioners of
Seminole County, Florida.
Date:
For the use and reliance
of Seminole County only.
As authorized for execution by
the Board of County Commissioners
at their , 20_,
regular meeting.
Approved as to form and
legal sufficiency.
County Attorney
AC/lpk
3/B/06 3/16/06
Rfp-0780
Attachments:
Exhibit "A" - Scope of Services
Exhibit "B" - Rate Schedule
16
AMBULANCE BILLING SERVICES FOR THE SEMINOLE COUNTY
EMS/FIRE/RESCUE DIVISION
SCOPE OF SERVICES
2006
Seminole County, Florida (County) desires to enter into a contract with an experienced
and qualified firm (Agency) to:
1. Provide billing 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 monthly
invoice should show gross collections, patient refunds, Medicaid collections,
net collections, Medicaid transports, Privacy Notice Mailing fee and Agency
invoice amount.
2. Provide reasonably necessary training to appropriate County
EMS/Fire/Rescue personnel regarding the gathering of necessary
information and proper completion of run tickets. The Agency will work with
the County's Collection Company for delinquent accounts.
3. Provide prompt submission of Medicare, Medicaid, and insurance claims
within ten (10) business days after receiving the completed patient billing
information, which shall be the Agency's notice to commence the
billing/collection service. Abillty to receive the County's transport records file
digitally. The. receipt of the digital transport records will meet with the
County's file layout criteria. (Reference Attachment B). 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 establish 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 transports 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 all customer-related inquiry services and prepare additional third
party claims based on this information exchange. Provide a toll-free
telephone number and secure web site address for customer access.
7. Implement a collec~ion system involving a minimum of six (6) 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 available to
the County via on-line access to the Agency's database. 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. The invoice will contain a statement in Spanish
to call the toll-free telephone number for assistance.
8. 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.
9. Agency will provide skip tracing through a nationally recognized change of
address system, example would be Accurint or similar agency. A credit
information resource wll! be used to determine returned mail corrections and
Agency will resubmit statement to patient with corrected address.
10. 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.
11. Process requests for refunds through County on a monthly basis and provide
EMS/Fire/Rescue Division with documentation of each refund processed.
12. Provide to EMS/Fire/Rescue Division all unpaid invoices along with the
complete processing history once collection efforts are exhausted. Should
the agre~ment be terminated for any reason, the Agency shall turn over all
existing information in its possession concerning existing unpaid accounts.
Such information shall be transmitted by an electronic medium reasonably
acceptable to EMS/Fire/Rescue.
13. The Agency shall provide sufficient bi-Iingual 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.
14. Agency will be HIPAA compliant with all their federal standards and will
provide their policy upon request. The Agency will be willing to sign the
HIPAA Business Associate Agreement (Reference Attachment C)
regarding the use of 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.
15. Any procedures described in this scope of services represents a minimum
effort required by 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 provider groups, or its usual and
customary practices. The successful collection rate will be calculated on a
monthly 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 Agency will use its "best efforts" to ensure that the annual
collection rate does not fall below an annual 65% minimum. If the annual
collection rate falls below 65%. the County will require the Agency to provide
justification or corrective action.
16. The following monthly reports shall be prepared by the Agency and submitted
to the County (Reference Attachment A):
Reports:
. Transport Charges & Collections
· Billing & Collection Summary
· Ambulance Payment
. Ambulance New Patient Billing
. Ambulance Unit Report
· Collection by Financial Class
· Report of Accounts Receivable
· Ambulance Billing Adjustments - Write affs - Reversals
. Accounts Receivable for Collections
· Audit Report of Accounts Changed
. Insurance Denial
. Revenue Per Transport Report
· Revenue Report
17. The County requires on-line read-only and printable access to the Agency's
patient billing database, which will include the ability to select by account
number or by last name index. The database access will include the
following patient information:
· Incident location and unit 10
· Patient contact information
· Date of Service
. Transport mileage
. Transport rate & mileage charge
· Number of mailings
· Patient message screen with dates and descriptions of mailings,
communication with patient, insurance company. attorneys. etc.
· Payment screen showing adjustments, payment type, payer name, check
number, date received, amount of payment and balance due
18. In the case of any untimely claims refusal of payment from an insurance
company for which the Agency is responsible, the amount of the transport
charge will be credited to the patient's account and deducted from the
calculation of the County's monthly invoice.
19. In case of a catastrophic event a toll-free telephone number will be available
for patient access within 24 hours. The Agency will provide the County with
a copy of the Agency's Disaster Plan.
20. Agency will attend at least one meeting annually with the County at a
mutually agreed upon specified location.
21. Agency will be responsible for tracking the Medicare and Medicaid renewal
dates and application forms for the County.
Seminole County EMS/Fire/Rescue Division
RFP Billing Summary
For the fiscal year October 2004 - September 2005, the transport net charges were @
$3,700,000 and net revenue was @ $2,700,000 with an additional $70,000 in revenue
from collection accounts.
The billing collection rate for that fiscal year was 72%.
The demographics of the 2004/2005 fiscal year collections were:
. 40% Insurance
. 47% Medicare
. 7% Medicaid
Cl 6% Self Pay
Theturrent fee schedule for our EMS transports range from $287 to $493, depending
on the level of service with an adqitional $6.05 per loaded mile.
. BLS - Emergency $287.31
. ALS1 - Emergency $341.18
. ALS2 $493.81
ATTACHMENT A
Brief description of monthly reports to be prepared and submitted:
1. Transport Charges & Collections:
Report should include the monthly transport gross charges, adjustments, net
charges, receipts (based on transport date), net balance, gross % of collections, net
% of collections and the % of paying patients. This should include a line of all the
data from the first billing month and year to the present. Totals should be on each
column.
2. Billing & Collection Summary:
Report should show by month/year total gross billing, adjustments, collections by
month, collecti?ns to-date. Totals should be on each column.
3. Ambulance Payment Report:
Report should list patient number, patient name, address, check number, check
amount, payment type (self-pay, Insurance, Medicare, Medicaid), payer if other than
patient. It should subtotal for each transport deposit date with the batch number and
total amount of deposit. Totals for check amount column and each of the payment
types broken out separately and adjustments.
4. Ambulance New Patient Billing Report:
Report should include the following data for new patients transported during that
month. Patient number, patient name, incident date, base amount, mileage amount,
total billed and level of service. Totals on number of new accounts, base amount,
mileage amount and totals by each level of service.
5. Ambulance Unit Report:
Report should include ambulance unit number with its number of calls and gross
billed for that month. Total on number of calls and gross billed.
6. Collection by Financial Class Report:
Report should show by month/year and each payment type (Self Pay, Insurance,
Medicare, Medicaid). It should include amount billed, amount collected, % collected,
number of accounts and gross billed for each month. Totals for each payment type
and % collected.
7. Report of Accounts Receivable:
Report should show by year to date, the gross amount billed, less removed
accounts, less payments, less adjustments, less reversals and the accounts
receivable balance. These figures are shown by dollar amount and number of
accounts.
8. Ambulance Billing Adjustments I Write offs I Reversals Report:
Report should include patient number, patient name, incident date, adjustment
amount and adjustment type. Total of adjustment amount and number of
adjustments should also be on this report.
9. Accounts Receivable for Collections Report:
This report should show patient number, patient name, patient address, zip code,
incident date, amount billed, amount paid, adjustments, balance. Totals by gross
billed, less payments, less adjustments, balance of accounts receivable.
10. Audit Report of Changed Accounts:
Report should show account number, account name, level of service change, date
changed, from base amount, to base amount.
11. Insurance Denial Report:
Report should show account number, account name, incident date, incident amount,
insurance carrier, condition code, reason for denial.
12. Revenue per Transport Report:
Report should show the total dollar amount of payments received for a transport
month divided by the number of transports for a month and listed by month and
year.
13. Revenue Report:
Report should show by month/year gross charges, adjustments, net charges,
receipts (based on deposit date), % collected.
ATTACHMENT B
Fixed Length Billing Extract Format-Existing
Phase . Date 08/04/05
N/A
Author Docwnent IT> Fixed Length Billing Version 2
Introduction:
This document details the fixed length billing services extract format that will be utilized to transmit incident
information electronically to ADPI. If a field is not required, or not needed, the designated locations
for that field may be left blank; Numeric formats are right justified and alpha formats are left justifed.
Record 1: Patient. Insurance. and Level of Service Information
431 characters, 1 record per incident/account.
Fixed Length Billing Extract Format-Existing
Phase N/A Date 08/04/05
Author Document ID Fixed Length Billing Venion 2
ExtIact Format-
Existing.doc
Fixed Length Billing Extract Format-Existing
08/04/05
Fixed Length Billing Extract Format-Existing
08/04/05
Fixed Length Billing Extract Format-Existing
Phase N/A Date 08/04/05
RECOD
AcrnR
INTERV
Record Code
Incident Number
Record Code - 3
Record 4; PCR Narrative
291 characters, multiple records per incident/accoUnt possible.
I
2-11
12.291
ATTACHMENT C
Seminole County
Business Associate Agreement
Between EMS/Fire/Rescue Division and Billing Agency
This Agreement between Seminole County ("EMS/Fire/Rescue Division") and
Agency ("Billing Agency") is executed for the purpose of ensuring that Agency carries
out its obligations to Seminole County in compliance with the privacy and security
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 ("HIPM").
This Agreement encompasses Agency assurance to protect the confidentiality,
integrity, and security of any personally identifiable protected health information C'PHl")
that is collected, processed or learned as a result of the services provided to Seminole
County by Agency representatives, including any such information stored and
transmitted electronically, referred to as electronic protected health information ("e-
PHI").
Agency agrees that it will:
1. Not use or further disdose PHI except as permitted under this Aareement
or reQuired by law;
2. Use appropriate safeguards to prevent use or disclosure of PHI except as
permitted by this Agreement;
3. To mitigate, to. the extent practicable, any harmful effect that is known to the
Agency of a use or disclosure of PHI by the Agency in violation of this
Agreement.
4. Report to Seminole County any use or disclosure of PHI not provided for by this
Agreement of which the Agency becomes aware;
5. Ensure that any agents or subcontractors to whom the Agency provides PHI, or
who have access to PHI, such as other consulting companies agree to the same
restrictions and conditions that apply to the Agency with respect to such PHI;
6. Make PHI available to Seminole County and to the individual who has a right of
access as required under HIPM within 30 days of the request by Seminole
County to the individual;
7. Incorporate any amendments to PHI when notified to do so by Seminole County;
8. Provide an accounting of all uses or disclosures of PHI made by the Agency as
required under the HIPM privacy rule within 60 days;
9. Make its 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 the Agency' and Seminole County
compliance with HIPAA; and
10. At the termination of this Agreement, return or destroy all PHI received from, or
created or received by the Agency on behalf of Seminole county, and if return is
infeasible, the protections of this agreement will extend to such PHI.
The specific uses and disclosures of PHI that may be made by the Agency on behalf of
Seminole County include:
1. The review of patient care information providing advice to Seminole County
concerning a particular ambulance incident;
2. The review of patient care information and other medical records and submission
of that information to carriers, insurers, and other' payers with respect to the
Agency assisting Seminole County in an insurance or Medicare audit or other
similar action;
3. The review of patient care information with respect to providing Seminole
County with business and optional advice generally and in the course of
performing compliance assessment activities by the Agency;
4. Uses required for the proper management of the Agency as a business
associate.
5. Other uses or disclosures of PHI as permitted by HIPAA privacy rule.
The Agency agrees to assume the following obligations regarding electronic Protected
Health Information (e-PHI):
1. The Agency agrees to implement administrative, physical and technical
safeguards that reasonably and appropriately protect the confidentiality, integrity
and availability of the e-PHI that it creates, receives, maintains or transmits on
behalf of Seminole County.
2, The Agency will ensure that any agent, including a subcontractor, to whom to it
provides e-PHI that was created, received, maintained or transmitted on behalf
of Seminole County agrees to implement reasonable and appropriate safeguards
to protect the confidentiality, security, and integrity of e-PHI.
3. The Agency agrees to alert Seminole County of any security incident (as defined
by the HIPAA Security Rule) which it becomes aware, and the steps it has taken
to mitigate any potential security compromise that may have occurred, and
provide a report to Seminole County of any loss of data or other information
system compromise as a result of the incident.
Notwithstanding any other provisions of this Agreement, this Agreement may be
terminated by Seminole County, in its sole discretion, if Seminole County determines
that the Agency has violated a term or provision of this Agreement pertaining to
Seminole County obligations under the HIPAA privacy or security rules, or if the Agency
engages in conduct which would, if committed by Seminole County, would result in a
violation of the HIPAA privacy or security rules by Seminole County.
Agreed to this
day of
,2006.
Seminole County
EMS/Fire/Rescue Division
Agency
By:
By:
Its:
Its:
Date:
Date:
PURCHASING DIVISION
DEPARTMENT FISCAL SERVICES
April 10, 2006
To:
PROSPECTIVE PROPOSERS AND ALL OTHERS CONCERNED
From:
Timothy Jecks, Contracts Analyst
Subject:
RFP-0780-06/TRJ - Billing Services for EMS Transport
Due Date:
April 19, 2006 @ 2:00 PM
ADDENDUM #2
Total pages: 7
The information included in this Addendum revises, clarifies, or
supplements the specifications and other provisions of the contract
documents and is considered part and parcel to the RFP/BID
Package.
The following questions have been submitted regarding this RFP. The answers are in
parenthesis, underlined, and italicized.
Failure to acknowledge receipt of this addendum on the submittal
may result in disqualification of your bid response.
Signature on File
Timothy R. Jecks
Contracts Analyst
RFP-0780-06 Questions from East Coast Business Development
Re: Seminole County RFP Questions
RFP No. 0780-06ffRJ - Billing Services for EMS Transport
Pg 6 Sec 2.C, Experience & Qualifications- The RFP states, "Proposer must submit
Consumer Collection Agency Registration form for the State of Florida." However, this
requirement is not related to the scope of work provided in the RFP. Under Scope of
Services Paragraph 12, the RFP relates that once collection efforts are exhausted all
accounts must be turned over to the County presumably for collection follow up.
Furthermore, this requirement severely restricts the competition in that nearly every
qualified Proposer does not have a Collection Agency License (nor is it required to have
one) and instead performs its services as a "first party biller" billing in the name of its
clients as agent. Seminole County has not had this as a requirement in the past
and we are not aware of a single major contract award for EMS billing with this as a
requirement. Is this minimum requirement one that the Proposer can take an exception to
or will the proposal be considered unresponsive if an exception is taken?
(The Consumer Collection AJ!encv ReJ!istration form will be deleted from this RFP.
ReJ!istration as a collection aJ!encv is not required, the billinJ! service vendor must have
a business license in Florida.)
Pg 6 Sec 2.H, Experience & Qualifications- The RFP states, "collection percentage
rates with reference clients." Please define how collection percentage rate should be
computed and over what time period?
(This wordinJ! will be chanJ!ed to "Revenue percentaJ!e rates with reference clients".)
Pg 8, Fee Schedule - Separate pricing for Medicaid accounts is not included. According
to State Medicaid laws, the billing agent may not establish fees on the basis of percentage
of agent's collections. The fee schedule must establish a flat fee for processing or
collecting on Medicaid accounts. Given this legal requirement, how will the scoring be
established and evaluation points awarded for the pricing or fee schedule?
(The Fee Schedule will be amended to include the followinJ!.
"Fee Schedule: f I % of amount collected for EMS/Fire/Rescue Division plus a
f I DOLLAR flat fee per account for collectinJ! of all Medicaid accounts".)
Sample Contract Pg 2 - "In no event shall CONTRACTOR be paid more than
$280,000." Is this for a year or the entire contract term? What happens if collections
increase, transport fees increase, etc.? Since this contract is self-funding (e.g. collections
pay for the fee), why would this be a requirement?
(Please refer to the corrections in Addendum #1 for this RFP, which has been added to
the website.)
Sample Contract Pg 2- The RFP states "Contractor to provide a complete and accurate
record of ... with "increments of 1/1 Oth hour". This might apply to a time/materials
contract, but we don't see how it applies to this solicitation. Could you please clarify?
{Please refer to the corrections in Addendum #1 for this RFP, which has been added to
the website.}
RFP-0780-06 Questions from Ambulance Billing Systems
1. Do you anticipate any changes in rates in the near future or over the term of the
agreement? (No rate cham!es are anticipated in the near future and the rates
are analvzed annuallv.)
2. Are the amounts given for BLS-Emergency, ALSI-Emergency, and ALS2 the
base rates or average charges per run type? If they are average charges per run
type, do they include mileage? (The amounts stated are the base rates and
MILEAGE is extra.)
3. What is the Medicare allowable for the various base rates in your geographic
location. (See the RFP transport rates, which are the Medicare allowables.)
4. What is your average number of miles per transport in county, and out of county?
(We don't track averaJ!e mileaJ!e.)
5. What is the breakdown by percentage or number of runs for in county transports
and out of county transports? (We don't track this data.)
6. Please define "Net Charges". What is netted from the Gross Charges? Please
define "Net Revenue." What is netted from the Gross Revenue? (The Net
CharJ!es are J!ross charJ!es minus ad;ustments. The Net Revenue is J!ross
revenue minus refunds.)
7. What is the most important to the county: improving cash receipts, or
improving/maintaining the collection rate? (Continued revenue stream with
improved collection rate.)
8. Do you anticipate any change in volume (number of transports) in the next few
years? (Yes. as the countv's population J!rows.)
9. Who has been doing your billing? For how long? At what rate? (See the RFP
for this information.)
10. What improvements would you like to see in the services provided by your billing
company? (N/A)
11. Can you provide data for billing and collection activities for the period October
2003 - September 2004? (Net charJ!es were (ii), $3,300,000 and net collections
were (ii), $1,900,000.)
12. Does the County have or plan to purchase hardware to accommodate Electronic
Patient Reporting, if billing agent provides software or internet access for patient
account data? (N/A)
13. Why is the City putting the ambulance billing out for bid? (Refer to the RFP.
and please note that we are a County entity. not a city.)
14. Who will be the decision makers that determine the winning bidder? (The
Evaluation Committee makes recommendations to the Board of Countv
Commissioners.)
RFP-0780-06 Questions from EMS Consultants
1) Who is the current billing vendor?
(Advanced Data Processing)
2) What is the current % paid to this vendor?
(8%)
3) What is the current amount paid to this vendor for Medicaid claims?
($13.00 per Medicaid account - Processin1! Fee)
4) Does the County use trip reporting software and if so which one?
(No)
5) What percentage of trips are BLS, ALSI and ALS2?
(We don't track these percenta1!es.)
6) Does the County do non-emergency transports or hospital-to-hospital transfers,
and if so how many on average? (No, the Countv onlv transports for 911
emergencies.)
7) What are your average miles per transport?
(We don't track avera1!e milea1!e per transport.)
8) What is your policy for getting HIP AA signatures?
(At the time of service, if the patient is able.)
9) Why does the RFP request the billing service to register in Florida as a
collection agency and is this a necessary item? (Registration as a collection
agency is not required, the billing service vendor must have a business license
in Florida.)
RFP-0780-06 Questions from Digitech
1. It appears that the County transported approximately 13,000 patients in
the most recent fiscal year. Based on the given charges and collection data
this would indicate that the average charge per transport is approximately
$285.00 and the average collection per transport is approximately $208.00.
Do these seem like the correct averages for your transports? (We don't
track averages for transport costs.) Also, Does the County bill for "on-
scene" care where no transport occurs? (NO) If so, are these charges
included in the net collections number of $2.7 million?
2. Does the County use electronic field data collection, and if so, what
software/hardware products are used? (Not at this time)
3. Does the County use call-taking or dispatching software in addition to
the local 911 system? (NO)
4. Does the County have plans to increase itls rate structure for transport
charges? (The new rates are included in this RFP)
5. Can you tell us who currently handles the billing for the County, how
long they have been your current provider and the fee that is currently
charged for service by your existing contractor? (This information is
included in the RFP)
6. As an east coast based provider of billing services we have many clients
in the north east but none currently in the state of Florida. Are we
required to obtain licensing in the state of Florida in advance of our
proposal submission or can we indicate, in our proposal, that we will be
licensed at the time of contracting? (The vendor must be licensed vrior to
the time of the contract)
7. Finally, I saw no mention of a pre-bid meeting and assume none has
been scheduled. Is this correct? (Yes, this is correct)
PURCHASING DIVISION
DEPARTMENT OF FISCAL SERVICES
April 10, 2006
To:
PROSPECTIVE PROPOSERS AND ALL OTHERS CONCERNED
From:
Timothy Jecks, Contracts Analyst
Subject:
RFP-0780-06/TRJ - Billing Services for EMS Transport
Due Date:
April 19, 2006 @ 2:00 PM
ADDENDUM #3
Total pages: 2
The information included in this Addendum revises, clarifies, or
supplements the specifications and other provisions of the contract
documents and is considered part and parcel to the RFP/BID
Package.
Attached is a REVISED FEE SCHEDULE form, which will take the place of the form in
the original package. Note the addition of Medicaid collection fees.
Failure to acknowledge receipt of this addendum on the submittal
may result in disqualification of your bid response.
Signature on File
Timothy R. Jecks
Contracts Analyst
REVISED FEE SCHEDULE
The undersigned, as Agency, declares that he has examined the specifications for work
and contractual documents relative thereto; and that he has satisfied himself relative to
the work to be performed.
The Agency proposes and agrees, if this proposal is accepted to contract with the
County in the form of the work in full and complete accordance with the show, described,
and reasonable intended requirements of the specifications and Contract Documents to
the full and entire satisfaction of the County, with a definite understanding that no money
will be allowed for extra work except as set forth in the RFP documents.
Fee Schedule:
% of amount collected for EMS/Fire/Rescue Division.
Plus
DOLLAR flat fee per account for collection of Medicaid accounts.
Name of Firm:
By:
(Manual Signature)
(Signature & Title (print or type)
Address
Telephone Number
Fax Number
Plan Holder List - Purchasing & Contracts - Fiscal Services Department - Seminole County Governme... Page 1 of2
Plan Holder List
RFP-0780-06/TRJ
BILLING SERVICES FOR EMS TRANSPORT - SEMINOLE COUNTY EMS 1 FIRE 1
RESCUE DIVISION (04/19/2006)
AIR_IT, LLC
Denise Vlaicu
denise@airadio.net
847-818-999
AIR_IT, LLC
Denise Vlaicu
denise@airadio.net
847-818-999
AIR_IT, LLC
Denise Vlaicu
d~l1ise@airadio. net
847-818-999
Advanced Data Processing, Inc.
Don Passaro
d passaro@emsclaims.com
954-600-2034
Ambulance Billing Systems, Inc
Joanne Mirelez
ioanne@ambulancebills.com
210-375-1700
Arista I nformation Systems, Inc.
Kim Lorenz
klorenz@aristainfo.com
770-841-9968
Cash Management Services
John Stanton
jcstanton19@msn.com
617 -304-0535
Diversified Ambulance Billing, Inc
Gary Matthews
garym@dabill.com
800-355-1753
EMS Consultants, Ltd
Richard A. Tibbetts
ceo@emscltd.com
800-342-5460
Input
Chris Mararac
cmararac@input.com
111-111-1112
Intermedix, Inc. d/b/a IMDX Solutions
Rich Klemme
rklemme@intermedix.com
713-559-4994
Municipal Services Bureau
Richard Butler
512-371-9995
http://www. seminolecountyfl.gov /fs/purchasinglbidisplayphlist.asp ?whoisit= RFP -0780-06
9/1812006
Plan Holder List - Purchasing & Contracts - Fiscal Services Department - Seminole County Governme... Page 2 of2
Municipal Services Bureau 512-371-9995
Richard Butler
richard. butler@gilacorp.com
Sourcelink Ohio, LLC
Robert Nesbit
bob. nesbit@ohio.sourcelink.com
937 -885-8000
State Collection Service, Inc.
John Beglinger
iohnb@stcol.com
800-477-7474
United Financial Management Services, Inc.
Thomas Hynes
tph@cfl,rr.QQffi
407 -833-8900
Wachovia Utility Services
Bill Skinner
william. skinner@wachovia.com
704-770-4059
[ Close .11 Print I
http://www .seminolecountyfl. gOY /fs/purchasing/bidisplayphlist.asp ?whoisit= RFP -0780-06
9/18/2006
Exhibit B
Business Associate Addendum
CONTRACTOR the "Business Associate" and CITY hereby add the following
additional language to the Agreement.
1. CONTRACTOR shall carry out its obligations under this Addendum in
compliance with the privacy regulations pursuant to Public Law 104-191 of
August 21, 1996, known as the Health Insurance Portability and Accountability
Act of 1996, Subtitle F - Administrative Simplification, Sections 261, et seq., as
amended ("HIPAA"), to protect the privacy of any personally identifiable
protected health information ("PHI") that is collected, processed or learned as a
result of the Billing Services provided hereunder. In conformity therewith,
CONTRACTOR agrees that it will:
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
CONTRACTOR of a use or disclosure of PHI by CONTRACTOR in violation of
this Addendum.
d. Report to CITY any use or disclosure of PHI not provided for by this Addendum
of which CONTRACTOR becomes aware;
e. Ensure that any agents or subcontractors to whom CONTRACTOR provides PHI,
or who have access to PHI, agree to the same restrictions and conditions that
apply to CONTRACTOR with respect to such PHI;
f. Make PHI available to CITY and to the individual who has a right of access as
required under HIPAA within 30 days of the request by CITY regarding the
individual;
g. Incorporate any amendments to PHI when notified to do so by CITY;
h. Provide an accounting of all uses or disclosures of PHI made by CONTRACTOR
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 CONTRACTOR's and CITY's
compliance with HIPAA; and
J. At the termination of the Agreement, return or destroy all PHI received from, or
created or received by CONTRACTOR on behalf of CITY, and if return is
infeasible, the protections of this Addendum will extend to such PHI.
Page 2 of 11
2.
The specific uses and disclosures of PHI that may be made by CONTRACTOR
on behalf of CITY include:
a. The preparation of invoices to patients, carriers, insurers and others responsible
for payment or reimbursement of the services provided by CITY 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 CITY to its patients or
to appeal denials of payment for same.
d. Uses required for the proper management of CONTRACTOR 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 CITY if CONTRACTOR has violated a term or provision of this
Addendum pertaining to CONTRACTOR's material obligations under the HIPAA
privacy rule, or if CONTRACTOR engages in conduct which would, if committed
by CITY, result in a violation of the HIPAA privacy rule by CITY.
Page 3 of 11
AGREEMENT BETWEEN
THE CITY OF WINTER SPRINGS
AND
ADVANCED DATA PROCESSING, INC.
FOR RESCUE AMBULANCE BILLING & RELATED PROFESSIONAL SERVICES.
THIS AGREEMENT, hereinafter "AGREEMENT', made and entered into this 24th day of
October, 2006 by and between CITY OF WINTER SPRINGS, a Florida Municipal
corporation, with principal offices located at 1126 East State Road 434, Winter Springs,
Florida hereinafter referred to as the "CITY", and Advanced Data Processing, Inc., a
Delaware Corporation with principal offices located at 500 NW 165th Street, Suite 104,
Miami, Florida 33169, hereinafter referred to as the "CONTRACTOR".
WITNESSETH:
WHEREAS, Seminole County, a political subdivision of the State of Florida wherein
CITY resides, entered into an agreement ("Seminole Agreement") with CONTRACTOR
dated August 28, 2006 and as amended; and
WHEREAS, Seminole County utilized the due diligence established by the County
seeking responses from qualified firms to provide medical billings, collections, and
accounts receivable professional services for Seminole County's EMS Fire Rescue
Division; and
WHEREAS, the CITY desires to "Piggyback" the Seminole County process and obtain
certain terms and conditions of the Seminole Agreement, and
WHEREAS, the parties hereto now wish to enter into an agreement, pursuant to which
the CONTRACTOR will render those professional services in connection with said
project as defined in CONTRACTOR'S Agreement and hereinafter provided;
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 as
defined in the Seminole Agreement heretofore referenced and attached hereto. All
payments shall be paid directly to CITY OF WINTER SPRINGS or via Locked-Box
facility as directed by the CITY.
3. TIME OF PERFORMANCE. This Agreement shall be effective for a five-year period
from September 1. 2006 through August 31. 2011, under the terms and conditions
contained herein unless otherwise terminated. This AGREEMENT shall renew
automatically for a period of one additional year at the end of the initial term and any
subsequent renewal term unless the AGREEMENT is terminated in accordance with
section "12. TERMINATION". All terms and conditions hereof shall remain in full force and
effect during any renewal term.
Page 1 of 11
4. COMPENSATION AND METHOD OF PAYMENT.
4.01 The CITY reserves the right to request changes in the services within the general
scope of the Agreement to be performed upon mutual agreement by the CITY and
CONTRACTOR that shall specify the change ordered and the adjustment of time and
compensation required therefore.
4.02 Any services added to the scope of this Agreement by a change order shall be
executed in compliance with all other applicable conditions of this Agreement. No claim
for additional compensation or extension of time shall be recognized unless contained in
the duly executed change order.
4.03 The CONTRACTOR shall be paid by the CITY a monthly amount representing fees
for the services provided computed as:
4.03(a) Seven and twenty-five one-hundredths percent (7.25%) of all monies
collected by CONTRACTOR, excluding amounts collected from Florida Medicaid, plus
4.03(b) Eleven dollars and Seventy-eight cents ($11.78) per Florida Medicaid
account, whether or not such account is ultimately paid by Florida Medicaid.
4.03(c) an amount of $85 per month for providing billed patient required HIPAA-
compliant Privacy Notice per Scope of Work (Exhibit A).
Contractor reserves the right to increase these fees if postage is increased by the United
States Postal Service, but only to cover additional postage costs.
4.04 The CITY shall issue a check for the amount invoiced, within thirty (30) days of
receipt and acceptance of an accurate invoice. CITY's obligations hereunder are
absolute and unconditional and not subject to set-off, delay, counterclaim, termination or
performance. Contractor will resolve any disputed amounts within 60 days from the date
CITY gives notification.
4.05 The CITY elects to open and maintain a lockbox, it shall bear all the cost
associated with such Lock-box services. CITY, should they elect to participate in any
credit card acceptance program, agrees to assume and be responsible for all costs
associated with such program. All other costs incurred by CONTRACTOR in the
performance of services as specified herein (including, but not limited to postage,
materials, communications and phone costs and other operating costs) shall be
assumed by the CONTRACTOR.
5. REPORTS. The CONTRACTOR shall provide the CITY with status reports as set
forth in the Seminole Agreement and other reports as mutually agreed. The
CONTRACTOR shall also provide changes to such reports and ad hoc report requests
on a reasonable basis and as mutually agreed. CONTRACTOR reserves the right to
charge an additional fee for any programming cost associated with ad hoc reports that
would require more than a reasonable amount of time to accomplish.
Page 2 of 11
6. DATA TO BE FURNISHED BY CITY. The CITY will make available to the.
CONTRACTOR, for use in performance of services under this Agreement, all available
reports, studies or any other materials in its possession that may be useful to the
CONTRACTOR. All material furnished by the CITY will not be disclosed to any party,
other than as required under the scope of the Agreement, without the CITY's prior
written approval.
7. INDEPENDENT CONTRACTORS. The CONTRACTOR is an independent contractor
and not an employee or agent of the CITY with the following exception:
To the extent necessary to fulfill its billing and collection efforts
under the Agreement, the CONTRACTOR is authorized to sign in an
administrative capacity for the CITY the following types of standard
forms and correspondences only: probate filings; letters to patients or
their representatives verifying that an account is paid in full; forms
verifying the tax-exempt status of the CITY; and insurance filings and
related forms. The CONTRACTOR has no authority to sign any
document that imposes any additional liability on the CITY.
The CONTRACTOR shall retain full control over the employment, direction,
compensation and discharge of all persons assisting in the performance of service by
CONTRACTOR. The CONTRACTOR shall be fully responsible for all matters relating to
payment of employees, including compliance with Social Security, withholding tax and all
other laws and regulations governing such matters. The CONTRACTOR shall be
responsible for its own acts and those of its agents and employees during the term of
this Agreement.
8. INDEMNIFICATION. The CONTRACTOR shall indemnify and hold the CITY
harmless from any and all claims, losses and causes of action 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.
9. INSURANCE.
9.01 CONTRACTOR shall procure and maintain for the duration of the Agreement, the
following insurance coverage:
9.01 (a) Workers' Compensation Insurance in compliance with the applicable
state and federal laws
9.01 (b) General Liability insurance in an amount no less than $1,000,000 per
occurrence.
9.01 (c) Coverage for business interruption, destruction of data processing
equipment and media, liabilities affecting accounts receivable, contracts and
independent contractors and, valuable documents in an amount no less than
$100,000 aggregate;
9.01 (d) Liability coverage for all vehicles whether owned, hired or used in the
amount of $500,000; and
9.02 The policies are to contain, or be endorsed to contain, the following provisions:
Page 3 of 11
9.02(a) General Liability and Automobile Liability Coverage (CITY is to be
named as Additional Insured).
1. The CITY, its officers, officials, employees and volunteers are to be
covered as additional insureds; liability arising out of activities performed
by or on behalf of the Contractor, including the insured general
supervision of the Contractor; products and completed operations of the
Contractor; premises owned, occupied or used by the Contractor; or
automobiles owned, leased, hired or borrowed by the Contractor. The
coverage shall contain no special limitations on the scope of protections
afforded the CITY, its officers, officials, employees or volunteers.
2. The Contractor's insurance coverage shall be primary insurance as
respects the CITY, it officers, officials, employees and volunteers. Any
insurance of self-insurance maintained by the CITY, its officers, officials,
employees or volunteers shall be in excess of the Contractor's insurance
and shall not contribute with it. Contractor hereby waives subrogation
rights for loss or damage against the CITY.
3. Any failure to comply with reporting provisions of the policies shall not
affect coverage provided to the CITY, its officers, officials, employees or
volunteers.
4. The Contractor's insurance shall apply separately to each insured
against whom a claim is made or suit is brought, except with respect to
the limits of the insurer's liability.
5. Companies issuing the insurance policy, or policies, shall have no
recourse against the CITY for payment of premiums or assessments for
any deductibles with are all at the sole responsibility and risk of
Contractor.
9.02(b) All Coverage
1. Each insurance policy required by this clause shall be endorsed to
state that coverage shall not be suspended, voided, canceled by either
party, reduced in coverage or in limits except after thirty (30) days prior
written notice by certified mail, return receipt requested, has been given
to the CITY.
Contractor shall furnish the CITY with certificates of insurance and with original
endorsements effecting coverage required by this clause. The certificates and
endorsements for each insurance policy are to be signed by a person authorized by that
insurer to bind coverage on its behalf. All certificates and endorsements are to be
received and approved by the CITY before work commences. The CITY reserves the
right to require complete, certified copies of all required insurance policies at any time.
Page 4 of 11
10. OWNERSHIP OF DOCUMENTS. CONTRACTOR shall be required to work ill
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.
11. ATTACHMENTS. The following named attachments are made an integral part of this
Agreement:
A. Seminole Agreement, dated August 28, 2006 (Exhibit A attached hereto and
made a part hereof)
B. Business Associate Agreement (Exhibit B attached hereto and made a part
hereof)
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 thirty
(30) days written notice.
For cases of default, the CONTRACTOR shall be given opportunity to cure the default
within the thirty (30) day period following such written notice. In the event the acts
constituting default are a violation of law, CONTRACTOR shall be subject to immediate
termination of Agreement.
Upon termination for any cause, the CONTRACTOR shall submit an invoice(s) to the
CITY in an amount(s) representing fees for services actually performed or obligations
incurred to the date of effective termination for which the CONTRACTOR has not been
previously compensated. Upon payment of all sums found due, the CITY shall be under
no further obligation to the CONTRACTOR, financial or otherwise.
For purposes of this section, the notice period begins when the CONTRACTOR receives
written notice from the CITY.
13. UNCONTROLLABLE FORCES. Neither the CITY nor CONTRACTOR shall be
considered to be in default of this Agreement if delays in or failure of performance shall
be due to Uncontrollable Forces, the effect of which, by the exercise of reasonable
diligence, the non-performing party could not avoid. The term "Uncontrollable Forces"
shall mean any event which results in the prevention or delay of performance by a party
of its obligations under this Agreement and which is beyond the reasonable control of
the non-performing party. It includes, but is not limited to fire, flood, earthquakes, storms,
lightning, epidemic, war, riot, civil disturbance, sabotage, terrorism and governmental
actions.
Neither party shall, however, be excused from performance if non-performance is due to
forces that are preventable, removable, or remediable nor which the non-performing
party could have, with the exercise of reasonable diligence, prevented, removed, or
remedied with reasonable dispatch. The non-performing party shall, within a reasonable
time of being prevented or delayed from performance by an uncontrollable force, give
written notice to the other party describing the circumstances and uncontrollable forces
preventing continued performance of the obligations of this Agreement.
Page 5 of 11
14. JURISDICTION, VENUE and CHOICE OF LAW. All questions pertaining- to the
validity and interpretations of this Agreement shall be determined in accordance with the
laws of the State of Florida. Any legal action by either party against the other concerning
this agreement shall be filed in Seminole County, Florida, which shall be deemed proper
jurisdiction and venue for the action.
15. ASSIGNMENT OF AGREEMENT. Except to a parent, subsidiary, or affiliate, the
CONTRACTOR shall not sell, transfer, assign or otherwise dispose of this Agreement or
any part thereof or work provided therein, or of its right, title or interest therein, unless
otherwise provided in the Agreement, without express prior consent by the CITY.
16. SOVEREIGN IMMUNITY. Notwithstanding any other provision set forth in this
Agreement, nothing contained in this Agreement shall be construed as a waiver of the
City's right to sovereign immunity under Section 768.28, Florida Statutes, or other
limitations imposed on the City's potential liability under state or federal law. As such,
the City shall not be liable under this Agreement for punitive damages or interest for the
period beforejudgment. Further, the City shall not be liable for any claim or judgment, or
portion thereof, to anyone person for more than one hundred thousand dollars
($100,000.00), or any claim or judgment, or portion thereof, which, when totaled with all
other claims or judgments paid by the State or its agencies and subdivisions arising out
of the same incident or occurrence, exceeds the sum of two hundred thousand dollars
($200,000.00). This paragraph shall survive termination of this Agreement.
17. NOTICES. All notices pertaining to this Agreement shall be delivered or mailed to
such party at their respective address as follows:
To the CITY:
City Manager
City of Winter Springs
1126 East State Road 434
Winter Springs, FL 32708-2799
407-327 -1800 (phone)
407-327-4753 (fax)
To the CONTRACTOR:
Brad Williams
Vice President, Finance
Advanced Data Processing, Inc.
500 NW 165 Street Road, Suite 104
Miami, Florida 33169
18. PIGGYBACK. CONTRACTOR hereby extends to CITY the terms and conditions of
the Seminole Agreement with the exception of Compensation and Payments which shall
be governed by this Agreement (due to difference in transport volumes of the City and
Page 6 of 11
Seminole County). Where any conflict exists between this Agreement and the Seminole
Agreement, this Agreement shall prevail.
19. 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.
20. SERVERABILlTY. Should any part, term or provision of this Agreement be by the
courts decided to be illegal or in conflict with any law of the State of Florida, the validity
of the remaining portions or provisions shall not be affected thereby.
21. ENTIRE AGREEMENT. This Agreement contains the entire agreement between the
parties. The CONTRACTOR represents that in entering into this Agreement it has not
relied on any previous oral and/or implied representations, inducements or
understandings of any kind or nature.
[signature pages to follow]
Page 7 of 11
IN WITNESS OF THE FOREGOING, the CITY has caused this Agreement to be signed .
by its City Manager, attested by the City Clerk with the corporate seal of the City of
Winter Springs, and the CONTRACTOR has executed this Agreement effective as of the
date set forth above.
CITY OF WINTER SPRINGS, FLORIDA
BY:~C../...~
CITY MANAGER
ATTEST:
(SEAL)
CONTRACTOR:
Advanced Data Processing, Inc.
A De are or: tion
(CORPORATE SEAL)
STATE OF FLORIDA
MIAMI-DADE COUNTY
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 FOREJ.,30ING, I have set my hand and official seal at in
the State and County aforesaid on UC . , 2006.
....,~. ......
I.
Col........... CO 3786
IDrIdIdIvNalanalHobyAlln.
Nota Public, State of Florida at Large
My 0 mission expires: 0 eI em b ff (I 1..0 0 f)
ttrwOl1U\~ tYLwln
Page 8 of 11
Exhibit A: Seminole County Agreement
-" '.
"
.
SfMiNOlf CouNtY
fLORIDA'S NAnJRAL CHOiCE P
LEITER OF TRANSMITTAL
Purchasing & Contracts Division
1101 East First Street, Room 3208
Sanford, Florida 32771
Ph. 407/665-7115 Fx. 407/665-7956
TO: Advanced Data Processing, Inc DATE: August 28, 2006
500 N.W. 165th Street, Suite 102
Miami, FL 33169 RE:
RFP-0780-06rrRJ
Agreement
--
DOCUMENT(S) ATTACHED:
o Work Order o Amendment 0 Other
o Agreement o RFP/PS Documents 0
THE ATTACHED DOCURMENT(S) ARE:
0 For your signature l?D For your records 0 For your review & comment
0 For your information 0 For your use
0 Returned for 0 As requested
additional signatures
r COMMENTS: !
cc: Finance/File SIGNED: Tim~C
Contracts Analyst
BILLING SERVICES AGREEMENT (RFP-0780-06/TRJ)
EMERGENCY MEDICAL SERVICES TRANSPORT I
. '\ '\ r\('
THIS AGREEMENT is made and entered into this CY DL day of
C:L'-\...~\,-L'''/J;\.L., 20 cd", by and between ADVANCED DATA PROCESSING,
\.;
INC., duly authorized to conduct business in the State of Florida, whose
address is SOO N.W. 16Sth Street, Suite 102, 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".
WIT N E SSE T H:
WHEREAS, the COUNTY desires to retain the services of a competent
and qualified contractor to provide billing services for emergency
medical services transport in Seminole County; 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 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 hereto and incorporated
herein as Exhibit UA".
SECTION 2.
AUTHORIZATION FOR SERVICES.
Authorization for
performance of professional services by the CONTRACTOR under this
Agreement shall be in the form of written Notice to
~
ProcE;!ed it'Etffl~EDnebPY
. MARY ANNE MORSE
CLERK Of CIRCUIT COURl
SEMINOLE COUNTY. flORIDA
~(\ (t (!:, fk.. Il ~'
B"t ~;"'), ~ I\. x. ^ X'OJ A\ '.
executed by the COUNTY.
, l
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 6.25%. Monthly contingency of all monies collected in the previous
-
month (excluding Medicaid accounts) plus a $7.50 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 the 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 performed by the CONTRACTOR during that
month and for which the COUNTY is billed and the name of the individual
performing each service;
(4) A description of the services rendered in (3) above
with sufficient detail to identify the exact nature of the work
performed; and
.)
(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:
Public Safety Department / EMS Fire Rescue
150 Bush Loop, Suite 2-138
Sanford, FL 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
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 wi thin 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 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 DOClJMENTS. All deliverable reference I
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 November
20, 2006 and shall remain in effect for a period of three (3) years and,
at the option of the parties, may be renewed for two (2) additional one
(1) year periods.
'I
SECTJ:ON 9. TERMJ:NATJ:ON.
(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,
quarantine restrictions, strikes, freight embargoes, and unusually
severe weather; but, in every case, the failure to perform must be
.
I
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 payor 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 workiI?-g solely for the CONTRACTOR, to solici t or secure this
Agreement and that CONTRACTOR has not paid or agreed to pay any persons,
company, corporation, individual or firm, other than a bona fide
employee working solely for CONTRACTOR, any fee, commission, percentage,
gift, or 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. The CONTRACTOR agrees to
hold harmless, replace, and indemnify the COUNTY, its commissioners,
officers, employees, and agents against any and all claim, losses,
damages or lawsuits for damages, arising from the negligent, reckless,
or intentionally wrongful provision of services hereunder by the
CONTRACTOR, whether caused by the CONTRACTOR or otherwise.
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
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. The Certificate
shall have this Agreement number clearly marked on its face.
(3) In addition to providing the Certificate of Ins';lrance,
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.
(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, Flor;ida Statutes, or 3) fail to
maintain the requisite Best I 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 are 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:
$ 500,000.00
$1,000,000.00
$ 500,000.00
(Each Accident)
(Disease-Policy Limit)
(Disease-Each Employee)
(2) Commercial General Liability.
(A)
The CONTRACTOR I 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
Injury Limit
$500,000.00
Each Occurrence Limit
$500,000.00
(3) Professional Liability Insurance. The CONTRACTOR shall
carry limits of not less than FIVE HUNDRED THOUSAND AND NO/IOO 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 I 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
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. ALTERNATJ:VE DISPUTE RESOLUTION.
(a) In the event of a dispute related to any performance or
payment obligation arising under this Agreement, the parties agree to
exhaust COUNTY protest procedures prior to filing suitor otherwise
pursuing legal remedies. COUNTY procedures for proper invoice and
payment disputes are set forth in Section 22.15, "Prompt Payment
Procedures," Seminole County Administrative 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 protest procedures set
forth in subsection (a) above of which the CONTRACTOR had knowledge and
failed to present during the COUNTY protest procedures.
(c) In the event that COUNTY protest procedures are exhausted and
a suit is filed or legal remedies are otherwise pursued, the parties
shall exercise best efforts to resolve ~isputes through voluntary
mediation. Mediator selection and the procedures to be employed in
voluntary mediation shall be mutually acceptable to the parties. Costs
of 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
conununications 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 I 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
modification,
19. MODIFICATIONS, AMENDMENTS
amendment or alteration in the
OR ALTERATIONS. No
terms or conditions
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 t.he 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 I S
obligations under Article I, 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 I, 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 ei ther party desires to give
notice unto the other, it must be given by written notice, sent by
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:
Public Safety Department I EMS Fire Rescue
150 Bush Loop, Suite 2-138
Sanford, FL 32773
For CONTRACTOR:
Advanced Data Processing, Inc.
500 N.W. 165~ Street, Suite 102
Miami, FL 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
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.
A'J'TEST:
ADVANCED DATA PROCESSING, INC.
Brad Williams
William Dezonza
BOARD OF COUNTY COMMISSIONERS
CARLTON HENLEY, Chairman
For. the use and reliance
of Seminole County only.
Approved
legal s
and
As authorized for execution by
the Board ~county commissioners
at their J A-J L3-, 20JdJ:e.,
regular mee lng.
Attachments:
Exhibit "An - Scope of Services
Exhibit "B" - Rate Schedule
AMBULANCE BILLING SERVICES FOR THE SEMiNOLE COUNTY
EMS/FIRE/RESCUE DIVISION
SCOPE OF SERVICES
2006
Seminole County, Florida (County) desires to enter into a contract with an experienced
and qualified firm (Agency) to:
1. Provide billing services for Emergency Medical Services transport, as
required on a case by case basis, with an emphasis on ari accelerated
turnaround between services provided and payments received. The monthly
invoice should show gross collections, patient refunds, Medicaid collections,
net collections, Medicaid transports, Privacy Notice Mailing fee arid Agency'
invoice amount.
2. Provide reasonably necessary training to appropriate County
EMS/Fire/Rescue personnel regarding the gathering of necessary
information and proper completion of run tickets. The Agencywill work with
the County's Collection Company for delinquent accounts.
'3.
Provide prompt submission of Medicare, Medicaid, and insurance claims within ten (10) qusiness days aft~r receiving the completed patient billing
information, which shall be the Agency's notice to commence th,e
billing/collection service. Ability to receive the County's transport records file
digitally. The receipt of the digital transport records will meet with the
County's file layout criteria. (Reference Attachment B).. Secondary
insurance provider daims shall b,e submitted within ten (10) business days'
after the primary insurance proviqer has paid, this process should,also
include Medicare secondary. Agency shall follovy-up promptly'on rejeCted
and inactive Claims and establish payer remittance accounts and procedure,S,
'If there,isno response from insuran<;;e companies within 45'dClys claims will
be resubmitted.
4. Reconcile the number of transp.orts collecte9 with those transrJ:1itted t9 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 all customerrelated inquiry services and prepare,additional.third
party cIaims based on this information exchange. p'rovide a tol,l~free
telephone ll!1mber and secure web site address for customer access.
7. Implement a collection system involving a minimum of six (6) invoices, which
will include an initial statement to all transpprted patients. Establish a follow-
up campaign of up to twenty-four (24) telephone attempts' for collect all private
pay accounts' with outstanding balances, 'including required co'::paymentsand
deductibles assessed by -Medicare, Medicaid, HMO's or private insurance.,
Records of terephone calls and contacts shall be maintain'ed and 'ayarlaqle to
the County via on-line access to the Agency's database. Any payment on an
account shall reset this cycle. Returned mail accounts are exempt from the
above-required subsequent mailings. The County reserve;:s the right to
approve the invoice format. The invoice will contain a statement in Spanish
to call the toll-free telephone number for assistance.
8. Agency shall utilize the approved hospital medical record identifier number
(MR/#) 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.
9. Agency will provide skip tracing through a nationally recognized change of
address system, example would be Accurint or similar agency. A credit
information resource will be used to determine returned mail corrections and
Agency will resubmit statement to patient with corrected address.
10. 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.
11. Process requests for refunds through County on a monthly basis and provide
EMS/Fire/Rescue Division with documentation of eaGh refufld processed.
r-.
12. Provide to EMS/Fire/Rescue Division all unpaid invoices along with the
complete processing history once collection effort~ are exhausted. Shquld
thE? agreement be terminated for any r~ason, the Agency shall turn over all
existing information in its pos~ession concerning existing unpaid accounts.
Such informCjtion shall be transmitted by an electronic medium r,easonably
acceptable to EMS/Fire/Rescue.
13. The Agency shall provide sufficient bi,-Iingual perso!lnel to process all
billing/run tickets in a timely, efficient and effective manner and shall respond
prqmptly to the County a~d patients on requests for information or records.
. 14. Agency will be IiIPM compliant with all their federal standards and will
provide their policy upon requ'est. The Agency will be willing t,o sign the
,HIPAA Business Associate Agreement (Reference Attachment C)
regarding the us'e of any confidential records of car~ ,or tre~tri1~rit of patients
solely for the purpose ofpiOcessing and collecting claims and shafl not
release any such information in any legal action, business 9ispute or
competitive bidding :process other than disputes with the County over billing
services.
15. Any procedures described:in this scope of services represents a rT]inimum
effort required by 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 provider groups, or ,its usual and
customary practices. The, successful collection rate will be calculated on a
monlthly 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 Agency will use its "best efforts" to ensure that the annual
collection rate does not fall below an annual 65% minimum. If the annual
collection rate falls below 65%, the County will require the Agency.to provide
justification or corrective action.
16. The following monthly reports shall be prepared by the Agency and submitted
to the County (Reference Attachment A):
Reports:
· Transport Charges & Collections
· Billing & Collection Summary
o Ambulance Payment
· Ambulance New Patient Billing
· Ambulance Unit Report
· Collection by Financial.91ass
· Report of Accounts Receivable
e Ambulance Billing Adjustments - Write Offs - Reversals
· ,Accounts 'Receivable for Collections
· Audit R~port of Accounts Changed
· Insurance Denial
· Revenue p'er Transport Report
· .Revenue Report
17. The County requires on-line read-only and printable access to the Agency's
patient billing database, which will include the ability to select by account
number or by last name Index. The database access will include the
. following patient information:
· !ncident location afld unit 10
· Patient contact information
· Date of Service
· Trans'port mileage
· . Transport rate & mileage charge
· .Number of mai!ings .. .
· Patient message screen with dates and descriptions of mailings,
communication with patient, insur!3nce company, attorneys, etc.
· P.ayment screen Showing adjustments, payment type, payer name, check
number,date received, amount of payment and balahcedue
1 B. ..In the Case of any untimely claims r~fusal of paymentfrom an insurance
company for which the Agency is responsible, the amount of the transport .
charge. will be credited to the patient's account and deducted from the
calculation of the County's monthly invoice.
19. In case of a catastrophic event a toll-free telephone number will be available
for patient access within 24 hours. The Agency will provide the County with
a copy of the Agency's Disaster Plan.
20. Agency will attend at least one meeting annually with the County at a
mutually agreed upon specified location. .
21. Agency will be responsible for tracking the Medicare and Medicaid renewal
dates and application .forms for the County.
Seminole County EMS/Fire/Rescue Division
RFP Billing Summary
For the fiscal year October 2004 - September 2005, the transport net charges were @
$3,700,000 and net revenue was @ $2,700,000 with an additional $70,000 in revenue
from coliection accounts.
The billing collection rate for that fiscal. year was 72%.
The demographics of the 2004/2005 fiscal. year collections were:
· 40% lnsurance. .
.. 47% Medicare
· 7% Medicaid
o 6% Self Pay
The current fee schedule for our EMS transports range from $287 to $493, dependi'!g
on th~ level of seryice with an adqitional$6.05 per loaded mire. .
· BL$ - Emergency $287.31
· AL$1 - Emergency $341.18
· ALS2 $493.81
ATTACHMENT A
Brief description of monthly reports to be prepared and submitted:
1. Transport Charges & Collections:
Report should include the monthly transport gross charges, adjustments, net
charges, receipts (based on transport date). net balance, gross % of collections, net
% qf collections and the % of paying patients. This should include a line of all the
data from the first billing month and year to the present. Totals should be on each
column.
2. Billing & Collection Summary:
Report should show by month/year total gross Qilling"adjustments, collections by
month, collections to-date. Totals should be on each column.
3. Ambulance Payment Report:
Report should list patient number, patient name, address, check nt,Jrnber, check
amount, payment type (self-pay, Insurance, Medicare, Medicaid), payer' if other than
patient. It should subtotal for each transport deposit ,date with the batch number and
total amount of deposit. Tptals for check amount coiunin and each of the payment
types broken out seperately and adjustments.
4. Ambulance New PatientBilling Report:
Report should include the foil owing data for new patien,ts transported dUrin,9 that ' ,
month. Patient number, patient name, incident date, base amount, mileage amount
total billed and level of service. Totals on number of new accounts, base amount
mileage amount and totals by each level of service.
5. Ambulance Unit Report:
Report should include ambulance unit number with its number of calls and gross
billed for that month. Total on numberof calls and gross billed.
6. Collection by Financial Class Report:
Report should show by month/year and each payment type (Self pay, Insurance,
Medicare, Medicad). It should include amount billed, amount collected, % collected,
number of account and gross billed for each month. Totals for each payment
type and % collected.
7. Report of Accounts Receivable:
Report should show by year to date, the gross amount billed, less removed
accounts, less payments, less adjustments, less reversals and the accounts
receivable balance. These figures are shown by dollar amount and number of
accounts.
8. Ambulance Billing Adjustments / Write Offs / Reversals Report:
Report should include patient number, patient name, incident date, adjustment
amount and adjustment type. Total of adjustment amount and number of
adjustments should also be on this report.
9. A~counts Receivable for 90llections Report:
This report should show patient number, patient name, patient addres.s, zip code,
incideflt date, amount billed, amount paid, adj!-lstments, balance. Totals by gross
billed, less payments, less adjustments, balance of accounts receivable.
10. Audit Report of Changed Accounts:
Report should show account number, account name, leyel of service change, date
Changed, from base amount, to base amount.
11. Insurance Denial Report:
Report should show account number, account name, incident date, incident amount,
insurance Carrier, condition code, reason for denial.
12. Revenue per Transport Report:
Report should show the total dollar amount of payments received for a transport
month divided by the number of , transports for a month and listed by month and
13. Revenue Report:
Report should show by month/year gross charges, adjustments, net charges,
' receipts (based on deposit date), % collected.
ATTACHMENT B
Fixed Length Billing Extract Format-Exist.ing
Fixed Length Billing Extract Format-Existing
Fixed Length Billing Extract Format Existing
Fixed Length Billing Extract Formay Existing
Fixed Length Billing Extract Format-Existing
Record 3: Interventions Information
ATTACHMENT C
Seminole County
Business Associate Agreement
Between EMS/Fire/Rescue Division and Billing Agency
This Agreement between Seminole County ("EMS/Fire/Rescue Division") and
Agency ("Billing Agency") is executed for the purpose of ensuring that Agency carries
out its obligations to Seminole County in compliance with the privacy and security
regulations pursurant to Public Law 104-191 of August 21. 1996, known as the Health
Insurance Portability and Accountability Act of 1996, Subtitle F - Admin;'strative
Simplification, Sections 261, et seq., as amended ("HIPAA"). ,
This Agreement encompasses Agency assurance to protect the confidentiality,
integrity, an.d security of any personally identifiable protected health information ("PHI")
thatis collE?cted, processed or learned as a result of the seNic~~ provided to Seminole
County by Agency representatives, including any such information stored and .
transmitted electronically, referred to as electronic protected health information ("e_
PHI"). .
Agency agrees that it will:
1. Not use or further disclose PHI exceot as permitted under this Adreement
or required by law.
2.Use appropriate safeguards to prevent use or disclosure of PHI except as
permitted by this Agreement; ,
3. To migrate to the extent practicable, any harmful effect that is known to the
Agency of a use or disClosure of PHI by the Agency in violation of this
Agreement.
4. Report to Seminole County any use or disclosure of PHI not provided
for by this Agreement of which the Agency becomes aware;
5. Ensure that any agents or subcontractors to whom the Agency provides
PHI, or who have acess to PHI, such as other consulting companies agree
to the same restrictions and conditions that apply to the Agency with
respect to such PHI.
6. Make PHI available to Seminole County and to the individual who has
a right of access as required under HIPAA within 30 days of the request by
Seminole County to the individual.
7. Incorporate any amendments to PHI when notified to do so by Seminole County;
8. Provide an accounting of all users or disclosures of PHI made by the
Agency as required under the HIPAA privacy rule within 60 days;
9. Make its 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 the Agency' and Seminole County
compliance with HIPAA; and
10: At the termination of this Agreement, return or destroy all PHI received from, or
created or received by the Agency on behalf of Seminole county, and if return is
infeasible, the protections of this agreement will extend to such PHI.
The specific uses and disclosures of PHI that may be made by the Agency on behalf of
Seminole County include:
1. The review of patient care information providing advice to Seminole County
conc~rning a particular ambulance incident;
2. The review of patient care information and o,ther medical records and submission
of that information to carriers, insurers, and,other' payers with respect to the
Agency assisting Seminole County in an insurance or Medicare audit or other
similar action;
3. The review of patient care informatis:>n with respect to providing Seminole
County with business and optional advicegeneral/y and 'in the course of
perform,ing ,compliance assessment activities by the Agency;
4. !Jses required for the proper management of the Agency as a business
associate.
5.' Other uses or disclosures of PHI as permitted by HIPAA privacy rule.
, The Agency agrees 'to assume the following obligations regarding electronic Protected
Health Information (e-PHI):
1. The Agency agrees to implement administrative, physical and technical
safeguards that reasonably and apprppriately protect the' c6nfid~ntiality, integrity
and availcjbiHty of the e-PH/'that it creates, receives, ma'intafns or transmits on
b,eha!f of Seminole CoLinty. "
2. The Agency will ensure that any agent, including a subcontractor, to whOm to)t
p'rovic;les e-PHI that was created, re'ceived! maintained or transmitted on behalf
.of Seminole County agrees to Implement rea?onableand appropriate safe~j'uards
to protect the 'col')fidentiality, security, arid in'fegrityof e-PHI. '
3. Th~ Agency' agrees to alert Seminole County of any security incident (as defined
by the HIPAA Security Rulerwhich it become~,aware. and'the st~ps ,ifhas tak~n
'to mItigate any potential security comprom,ise that may have occurred., and
provide a ,report to Semlnble County of any loss of data or other 'information
system compromise as .a result of the incident.
Notwithstanding any pther provisions of .this Agreement, this Agreement may be
terfl')inat~d b~i Seminole Coun~y. in its sole discretion, if Seminole County determines
that the Agency has violated a term or provision of this Agre~ment pertaining to
Ser.ninol~ County obligations under'the HIPAA priv,acy or security rul~s, or if the Agency
engages in conduct which would, if committed by Seminole County, would result in a
violation of the HIPAA privacy or security rules by Seminole County.
Agreed to this
day of
,2006.
Seminole County
EMS/Fire/Rescue Division
Agency
By:
By:
-Its:
Its:
Date:
Date:
Exhibit 8
Business Associate Addendum
CONTRACTOR the "Business Associate" and CITY hereby add the following
additional language to the Agreement.
1. CONTRACTOR shall carry out its obligations under this Addendum in
compliance with the privacy regulations pursuant to Public Law 104-191 of
August 21,1996, known as the Health Insurance Portability and Accountability
Act of 1996, Subtitle F - Administrative Simplification, Sections 261, et seq., as
amended ("HIPAA"), to protect the privacy of any personally identifiable
protected health information ("PHI") that is collected, processed or learned as a
result of the Billing Services provided hereunder. In conformity therewith,
CONTRACTOR agrees that it will:
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
CONTRACTOR of a use or disclosure of PHI by CONTRACTOR in violation of
this Addendum.
d. Report to CITY any use or disclosure of PHI not provided for by this Addendum
of which CONTRACTOR becomes aware;
e. Ensure that any agents or subcontractors to whom CONTRACTOR provides PHI,
or who have access to PHI, agree to the same restrictions and conditions that
apply to CONTRACTOR with respect to such PHI;
f. Make PHI available to CITY and to the individual who has a right of access as
required under HIPAA within 30 days of the request by CITY regarding the
individual;
g. Incorporate any amendments to PHI when notified to do so by CITY;
h. Provide an accounting of all uses or disclosures of PHI made by CONTRACTOR
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 CONTRACTOR's and CITY's
compliance with HIPAA; and
j. At the termination of the Agreement, return or destroy all PHI received from, or
created or received by CONTRACTOR on behalf of CITY, and if return is
infeasible, the protections of this Addendum will extend to such PHI.
Page 2 of 11
2. The specific uses and disclosures of PHI that may be made by CONTRACTOR
on behalf of CITY include:
a. The preparation of invoices to patients, carriers, insurers and others responsible
for payment or reimbursement of the services provided by CITY 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 CITY to its patients or
to appeal denials of payment for same.
d. Uses required for the proper management of CONTRACTOR 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 CITY if CONTRACTOR has violated a term or provision of this
Addendum pertaining to CONTRACTOR's material obligations under the HIPAA
privacy rule, or if CONTRACTOR engages in conduct which would, if committed
by CITY, result in a violation of the HIPAA privacy rule by CITY.
Page 3 of 11
AGREEMENT BETWEEN
THE CITY OF WINTER SPRINGS
AND
ADVANCED DATA PROCESSING, INC.
FOR RESCUE AMBULANCE BILLING & RELATED PROFESSIONAL SERVICES.
THIS AGREEMENT, hereinafter "AGREEMENT', made and entered into this 24th day of
October, 2006 by and between CITY OF WINTER SPRINGS, a Florida Municipal
corporation, with principal offices located at 1126 East State Road 434, Winter Springs,
Florida hereinafter referred to as the "CITY", and Advanced Data Processing, Inc., a
Delaware Corporation with principal offices located at 500 NW 165th Street, Suite 104,
Miami, Florida 33169, hereinafter referred to as the "CONTRACTOR".
WITNESSETH:
WHEREAS, Seminole County, a political subdivision of the State of Florida wherein
CITY resides, entered into an agreement ("Seminole Agreement") with CONTRACTOR
dated August 28, 2006 and as amended; and
WHEREAS, Seminole County utilized the due diligence established by the County
seeking responses from qualified firms to provide medical billings, collections, and
accounts receivable professional services for Seminole County's EMS Fire Rescue
Division; and
WHEREAS, the CITY desires to "Piggyback" the Seminole County process and obtain
certain terms and conditions of the Seminole Agreement, and
WHEREAS, the parties hereto now wish to enter into an agreement, pursuant to which
the CONTRACTOR will render those professional services in connection with said
project as defined in CONTRACTOR'S Agreement and hereinafter provided;
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 as
defined in the Seminole Agreement heretofore referenced and attached hereto. All
payments shall be paid directly to CITY OF WINTER SPRINGS or via Locked-Box
facility as directed by the CITY.
3. TIME OF PERFORMANCE. This Agreement shall be effective for a five-year period
from September 1. 2006 through August 31, 2011, under the terms and conditions
contained herein unless otherwise terminated. This AGREEMENT shall renew
automatically for a period of one additional year at the end of the initial term and any
subsequent renewal term unless the AGREEMENT is terminated in accordance with
section "12. TERMINATION". All terms and conditions hereof shall remain in full force and
effect during any renewal term.
~
Page 1 of 11
4. COMPENSATION AND METHOD OF PAYMENT.
4.01 The CITY reserves the right to request changes in the services within the general
scope of the Agreement to be performed upon mutual agreement by the CITY and
CONTRACTOR that shall specify the change ordered and the adjustment of time and
compensation required therefore.
4.02 Any services added to the scope of this Agreement by a change order shall be
executed in compliance with all other applicable conditions of this Agreement. No claim
for additional compensation or extension of time shall be recognized unless contained in
the duly executed change order.
4.03 The CONTRACTOR shall be paid by the CITY a monthly amount representing fees
for the services provided computed as:
4.03(a) Seven and twenty-five one-hundredths percent (7.25%) of all monies
collected by CONTRACTOR, excluding amounts collected from Florida Medicaid, plus
4.03(b) Eleven dollars and Seventy-eight cents ($11.78) per Florida Medicaid
account, whether or not such account is ultimately paid by Florida Medicaid.
4.03(c) an amount of $85 per month for providing billed patient required HIPAA-
compliant Privacy Notice per Scope of Work (Exhibit A).
Contractor reserves the right to increase these fees if postage is increased by the United
States Postal Service, but only to cover additional postage costs.
4.04 The CITY shall issue a check for the amount invoiced, within thirty (30) days of
receipt and acceptance of an accurate invoice. CITY's obligations hereunder are
absolute and unconditional and not subject to set-off, delay, counterclaim, termination or
performance. Contractor will resolve any disputed amounts within 60 days from the date
CITY gives notification.
4.05 The CITY elects to open and maintain a lockbox, it shall bear all the cost
associated with such Lock-box services. CITY, should they elect to participate in any
credit card acceptance program, agrees to assume and be responsible for all costs
associated with such program. All other costs incurred by CONTRACTOR in the
performance of services as specified herein (including, but not limited to postage,
materials, communications and phone costs and other operating costs) shall be
assumed by the CONTRACTOR.
5. REPORTS. The CONTRACTOR shall provide the CITY with status reports as set
forth in the Seminole Agreement and other reports as mutually agreed. The
CONTRACTOR shall also provide changes to such reports and ad hoc report requests
on a reasonable basis and as mutually agreed. CONTRACTOR reserves the right to
charge an additional fee for any programming cost associated with ad hoc reports that
would require more than a reasonable amount of time to accomplish.
Page 2 of 11
6. DATA TO BE FURNISHED BY CITY. The CITY will make available to the.
CONTRACTOR, for use in performance of services under this Agreement, all available
reports, studies or any other materials in its possession that may be useful to the
CONTRACTOR. All material furnished by the CITY will not be disclosed to any party,
other than as required under the scope of the Agreement, without the CITY's prior
written approval.
7. INDEPENDENT CONTRACTORS. The CONTRACTOR is an independent contractor
and not an employee or agent of the CITY with the following exception:
To the extent necessary to fulfill its billing and collection efforts
under the Agreement, the CONTRACTOR is authorized to sign in an
administrative capacity for the CITY the following types of standard
forms and correspondences only: probate filings; letters to patients or
their representatives verifying that an account is paid in full; forms
verifying the tax-exempt status of the CITY; and insurance filings and
retated forms. The CONTRACTOR has no authority to sign any
document that imposes any additional liability on the CITY.
The CONTRACTOR shall retain full control over the employment, direction,
compensation and discharge of all persons assisting in the performance of service by
CONTRACTOR. The CONTRACTOR shall be fully responsible for all matters relating to
payment of employees, including compliance with Social Security, withholding tax and all
other laws and regulations governing such matters. The CONTRACTOR shall be
responsible for its own acts and those of its agents and employees during the term of
this Agreement.
8. INDEMNIFICATION. The CONTRACTOR shall indemnify and hold the CITY
harmless from any and all claims, losses and causes of action 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.
9. INSURANCE.
9.01 CONTRACTOR shall procure and maintain for the duration of the Agreement, the
following insurance coverage:
9.01 (a) Workers' Compensation Insurance in compliance with the applicable
state and federal laws
9.01 (b) General Liability insurance in an amount no less than $1,000,000 per
occurrence.
9.01(c) Coverage for business interruption, destruction of data processing
equipment and media, liabilities affecting accounts receivable, contracts and
independent contractors and, valuable documents in an amount no less than
$100,000 aggregate;
9.01 (d) Liability coverage for all vehicles whether owned, hired or used in the
amount of $500,000; and
9.02 The policies are to contain, or be endorsed to contain, the following provisions:
Page 3 of 11
9.02(a) General Liability and Automobile Liability Coverage (CITY is to be
named as Additional Insured).
1. The CITY, its officers, officials, employees and volunteers are to be
covered as additional insureds; liability arising out of activities performed
by or on behalf of the Contractor, including the insured general
supervision of the Contractor; products and completed operations of the
Contractor; premises owned, occupied or used by the Contractor; or
automobiles owned, leased, hired or borrowed by the Contractor. The
coverage shall contain no special limitations on the scope of protections
afforded the CITY, its officers, officials, employees or volunteers.
2. The Contractor's insurance coverage shall be primary insurance as
respects the CITY, it officers, officials, employees and volunteers. Any
insurance of self-insurance maintained by the CITY, its officers, officials,
employees or volunteers shall be in excess of the Contractor's insurance
and shall not contribute with it. Contractor hereby waives subrogation
rights for loss or damage against the CITY.
3. Any failure to comply with reporting provisions of the policies shall not
affect coverage provided to the CITY, its officers, officials, employees or
volunteers.
4. The Contractor's insurance shall apply separately to each insured
against whom a claim is made or suit is brought, except with respect to
the limits of the insurer's liability.
5. Companies issuing the insurance policy, or policies, shall have no
recourse against the CITY for payment of premiums or assessments for
any deductibles with are all at the sole responsibility and risk of
Contractor.
9.02(b) All Coverage
1. Each insurance policy required by this clause shall be endorsed to
state that coverage shall not be suspended, voided, canceled by either
party, reduced in coverage or in limits except after thirty (30) days prior
written notice by certified mail, return receipt requested, has been given
to the CITY.
Contractor shall furnish the CITY with certificates of insurance and with original
endorsements effecting coverage required by this clause. The certificates and
endorsements for each insurance policy are to be signed by a person authorized by that
insurer to bind coverage on its behalf. All certificates and endorsements are to be
received and approved by the CITY before work commences. The CITY reserves the
right to require complete, certified copies of all required insurance policies at any time.
Page 4 of 11
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.
11. ATTACHMENTS. The following named attachments are made an integral part of this
Agreement:
A. Seminole Agreement, dated August 28, 2006 (Exhibit A attached hereto and
made a part hereof)
B. Business Associate Agreement (Exhibit B attached hereto and made a part
hereof)
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 thirty
(30) days written notice.
For cases of default, the CONTRACTOR shall be given opportunity to cure the default
within the thirty (30) day period following such written notice. In the event the acts
constituting default are a violation of law, CONTRACTOR shall be subject to immediate
termination of Agreement.
Upon termination for any cause, the CONTRACTOR shall submit an invoice(s) to the
CITY in an amount(s) representing fees for services actually performed or obligations
incurred to the date of effective termination for which the CONTRACTOR has not been
previously compensated. Upon payment of all sums found due, the CITY shall be under
no further obligation to the CONTRACTOR, financial or otherwise.
For purposes of this section, the notice period begins when the CONTRACTOR receives
written notice from the CITY.
13. UNCONTROLLABLE FORCES. Neither the CITY nor CONTRACTOR shall be
considered to be in default of this Agreement if delays in or failure of performance shall
be due to Uncontrollable Forces, the effect of which, by the exercise of reasonable
diligence, the non-performing party could not avoid. The term "Uncontrollable Forces"
shall mean any event which results in the prevention or delay of performance by a party
of its obligations under this Agreement and which is beyond the reasonable control of
the non-performing party. It includes, but is not limited to fire, flood, earthquakes, storms,
lightning, epidemic, war, riot, civil disturbance, sabotage, terrorism and governmental
actions.
Neither party shall, however, be excused from performance if non-performance is due to
forces that are preventable, removable, or remediable nor which the non-performing
party could have, with the exercise of reasonable diligence, prevented, removed, or
remedied with reasonable dispatch. The non-performing party shall, within a reasonable
time of being prevented or delayed from performance by an uncontrollable force, give
written notice to the other party describing the circumstances and uncontrollable forces
preventing continued performance of the obligations of this Agreement.
Page 5 of 11
14. JURISDICTION, VENUE and CHOICE OF LAW. All questions pertaining to the
validity and interpretations of this Agreement shall be determined in accordance with the
laws of the State of Florida. Any legal action by either party against the other concerning
this agreement shall be filed in Seminole County, Florida, which shall be deemed proper
jurisdiction and venue for the action.
15. ASSIGNMENT OF AGREEMENT. Except to a parent, subsidiary, or affiliate, the
CONTRACTOR shall not sell, transfer, assign or otherwise dispose of this Agreement or
any part thereof or work provided therein, or of its right, title or interest therein, unless
otherwise provided in the Agreement, without express prior consent by the CITY.
16. SOVEREIGN IMMUNITY. Notwithstanding any other provision set forth in this
Agreement, nothing contained in this Agreement shall be construed as a waiver of the
City's right to sovereign immunity under Section 768.28, Florida Statutes, or other
limitations imposed on the City's potential liability under state or federal law. As such,
the City shall not be liable under this Agreement for punitive damages or interest for the
period before judgment. Further, the City shall not be liable for any claim or judgment, or
portion thereof, to anyone person for more than one hundred thousand dollars
($100,000.00), or any claim or judgment, or portion thereof, which, when totaled with all
other claims or judgments paid by the State or its agencies and subdivisions arising out
of the same incident or occurrence, exceeds the sum of two hundred thousand dollars
($200,000.00). This paragraph shall survive termination of this Agreement.
17. NOTICES. All notices pertaining to this Agreement shall be delivered or mailed to
such party at their respective address as follows:
To the CITY:
City Manager
City of Winter Springs
1126 East State Road 434
Winter Springs, FL 32708-2799
407-327 -1800 (phone)
407-327-4753 (fax)
To the CONTRACTOR:
Brad Williams
Vice President, Finance
Advanced Data Processing, Inc.
500 NW 165 Street Road, Suite 104
Miami, Florida 33169
18. PIGGYBACK. CONTRACTOR hereby extends to CITY the terms and conditions of
the Seminole Agreement with the exception of Compensation and Payments which shall
be governed by this Agreement (due to difference in transport volumes of the City and
Page 6 of 11
Seminole County). Where any conflict exists between this Agreement and the Seminole
Agreement, this Agreement shall prevail.
19. 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.
20. SERVERABILlTY. Should any part, term or provision of this Agreement be by the
courts decided to be illegal or in conflict with any law of the State of Florida, the validity
of the remaining portions or provisions shall not be affected thereby.
21. ENTIRE AGREEMENT. This Agreement contains the entire agreement between the
parties. The CONTRACTOR represents that in entering into this Agreement it has not
relied on any previous oral and/or implied representations, inducements or
understandings of any kind or nature.
[signature pages to follow]
Page 7 of 11
IN WITNESS OF THE FOREGOING, the CITY has caused this Agreement to be signed
by its City Manager, attested by the City Clerk with the corporate seal of the City of
Winter Springs, and the CONTRACTOR has executed this Agreement effective as of the
date set forth above.
CITY OF WINTER SPRINGS, FLORIDA
By: ,7i~0/'c~U?t!~
CITY MANAGER >
ATTEST:
----7
~-----
(SEAL)
CONTRACTOR:
Advanced Data Processing, Inc.
A De are or, tion
(CORPORATE SEAL)
STATE OF FLORIDA
MIAMI-DADE COUNTY
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 FORE~OING, I have set my hand and official seal at in
the State and County aforesaid on Oi , 2006.
Nota Public, State of Florida at Large
My.. 0 mission expires: 0 tr em bM" (I if) D f)
tf ~ ill 011 a \ ~ ~rvwvn
Page 8 of 11
Exhibit A: Seminole County Agreement
lU
6
SEMINOLE CbuN7Y
FLORIDA'S NA'IURAL CHOiCE"
LmER OF TRANSMIITAL
Purchasing & Contracts Diyision
1101 East First Street. Room 3208
Sanford, Florida 32771
Ph. 407/665-7115 Fx. 407/665-7956
TO: Advanced Data Processing, Inc DATE: August 28, 2006
500 N.W. 165th Street, Suite 102
Miami, FL 33169 RE:
RFP-0780-0SrrRJ
Agreement
--
DOCUMENT(S) ATTACHED:
o Work Order 0 Amendment 0 Other
o Agreement 0 RFP/PS Documents 0
THE ATTACHED DOCURMENT(S) ARE:
0 For your signature liS> For your records 0 For your review & comment
0 For your information 0 For your use
0 Returned for 0 As requested
additional signatures
COMMENTS:
cc: Finance/File SIGNED: TIm1JflC
Contracts Analyst
~
~ NlGP
10-.."
'!'HIS AGREEMENT is made and entered into this day of
Q........\..~\A.._'--')J:.2-, 20 C,J(v, by and between ADVANCED DATA PROCESSING,
\..)
INC., duly authorized to conduct business in the State of Florida, whose
BILLING SERVICES AGREEMENT (RFP-0780-06/TRJ)
EMERGENCY MEDICAL SERVICES TRANSPORT
c:J ~ v\C I
address is 500 N.W. 16Sth Street, Suite 102, 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".
WIT N E SSE T H:
WHEREAS, the COUNTY desires to retain the services of a competent
and qualified contractor to provide billing services for emergency
medical services transport in Seminole County; 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 services
to the COUNTY and desires to provide its professional services according
to the terms and conditions stated herein,
NOW, 'l'HEREFORE, in consideration of the mutual understandings and
covenants set forth herein, COUNTY and CONTRACTOR agree as follows:
SEC'l'ION 1 .
SERVICES.
COUNTY does hereby retain CONTRACTOR to
furnish professional services and perform those tasks as further
described in the Scope of Services attached hereto and incorporated
herein as Exhibit "AU.
SECTION 2.
AUTHORIZATION FOR SERVICES.
Authorization for
performance of professional services by the CONTRACTOR under this
Agreement shall be in the form of written Notice to
1
Proc~ed i'Cltffi~EDncbpy
MARYANNE MORSE
CLERK Of CIRCUIT COURT
SEMINOLE COUNTY, flORIDA
~(\ ~~'
BY ~.Y It ,
n&'DIITV ClFRK
executed by the COUNTY.
, l
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 6.25%. Monthly contingency of all monies collected in the previous
month (excluding Medicaid accounts) plus a $7.50 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 the total required services
actually performed and completed. Upon review and approval of
CONTRACTOR I S invoice, the COUNTY shall, within thirty (30) days of
receipt of the invoice, pay CONTRACTOR the approved amount.
SECTION 4. BILLING AND PA'YMENT.
(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 performed by the CONTRACTOR during that
month and for which the COUNTY is billed and the name of the individual
performing each service;
(4) A description of the services rendered in (3) above
with sufficient detail to identify the exact nature of the work
performed; and
')
'l
(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:
Public Safety Department / EMS Fire Rescue
150 Bush Loop, Suite 2-138
Sanford, FL 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
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 wi thin
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 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 November
20, 2006 and shall remain in effect for a period of three (3) years and,
at the option of the parties, may be renewed for two (2) additional one
(1) year periods.
"
SECTION 9.
(a) The
TERMINATION.
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, sunnnaries, 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,
quarantine restrictions, strikes, freight embargoes, and unusually
severe weather; but, in every case, the failure to perform must be
,
I
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 addi tion 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 payor 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 workir;tg solely for the CONTRACTOR, to solicitor secure this
Agreement and that CONTRACTOR has not paid or agreed to pay any persons,
company, corporation, individual or firm, other than a bona fide
employee working solely for CONTRACTOR, any fee, commission, percentage,
gift, or 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. The CONTRACTOR agrees to
hold harmless, replace, and indemnify the COUNTY, its commissioners,
officers, employees, and agents against any and all claim, losses,
damages or lawsuits for damages, arising from the negligent, reckless,
or intentionally wrongful provision of services hereunder by the
CONTRACTOR, whether caused by the CONTRACTOR or otherwise.
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 furni sh the COUNTY wi th a
Certificate of Insurance signed by an authorized representative of the
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. The Certificate
shall have this Agreement number clearly marked on its face.
(3) In addition to providing the Certificate of Ins~rance,
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.
n
(b)
Insurance
Company
Requirements. Insurance companies
this Agreement must meet the following
providing the insurance under
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, Flor~da 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 are 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:
$ 500,000.00
$1,000,000.00
$ 500,000.00
(Each Accident)
(Disease-Policy Limit)
(Disease-Each Employee)
(2) Commercial General Liability.
(A)
The CONTRACTOR I 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
Injury Limit
$500,000.00
Each Occurrence Limit
$500,000.00
(3) Professional Liability Insurance. The CONTRACTOR shall
carry limits of not less than FIVE HUNDRED THOUSAND AND NO/100 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
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.
(a) In the event of a dispute related to any performance or
payment obligation arising under this Agreement, the parties agree to
exhaust COUNTY protest procedures prior to filing suitor otherwise
pursuing legal remedies. COUNTY procedures for proper invoice and
payment disputes are set forth in Section 22.15, "Prompt Payment
Procedures," Seminole County Administrative Code.
(b) CONTRACTOR agrees that it will file no suitor otherwise
pursue legal remedies based on facts or evidentiary materials that were
not presented for consideration in the COUNTY protest procedures set
forth in subsection (a) above of which the CONTRACTOR had knowledge and
failed to present during the COUNTY protest procedures.
(c) In the event that COUNTY protest procedures are exhausted and
a suit is filed or legal remedies are otherwise pursued, the parties
shall exercise best efforts to resolve qisputes through voluntary
mediation. Mediator selection and the procedures to be employed in
voluntary mediation shall be mutually acceptable to the parties. Costs
of 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
corrununications 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 I 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
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,
1 "2
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 I, 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 ei ther party desires to gi ve
notice unto the other, it must be given by written notice, sent by
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:
Public Safety Department / EMS Fire Rescue
150 Bush Loop, Suite 2-138
Sanford, FL 32773
For CONTRACTOR:
Advanced Data Processing, Inc.
500 N.W. 165~ Street, Suite 102
Miami, FL 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
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
1 r:;
thi s 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:
&odaL~
Secretary
(cote SEAL)
ADVANCED DATA PROCESSING, INC.
~(-
By:11J. . ~ /0 -
WILLIAM J DEZ~re6ide:.l'lt EVP
Da te: 'JL J ne___ :J.Cl I ;)OCl{a
BOARD OF COUNTY COMMISSIONERS
SIDfiN~ECO~~
By/?~
; .
CARLTON HENLEY, ChaJ.rrnan
Date:
g-dd~(P
For'the use and reliance
of Seminole County only.
Approved
legal s
and
As authorized for execution by
the Board~county commissio,n ers
at their .1 A-J r 3 , 20~,
regular mee J.ng.
Co y A
AC/lpk
5/23/06
rfp-0780
Attachments:
Exhibit UA" - Scope of Services
Exhibit UB" - Rate Schedule
~ r
AMBULANCE BILLING SERVICES FOR THE SEMINOLE COUNTY
EMS/FIRE/RESCUE DIVISION
SCOPE OF SERVICES
2006
Seminole County, Florida (County) desires to enter into a contract with an experienced
and qUCllifi~d ,firm (Agency) to:
1. Provide billing 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 monthly
invoice shouldshow gross collections, patient refunds, Medicaid collections,
net collections, M~dicaid transports, Privacy Notice Mailing fee arid Agency'
invoice amount. \ ,
2. Provide reasonably necessary trainillg to appropriate County
EMS/Fire/Rescue personnel regarding the gathering of necessary
informatio/'] and proper completion of run tickets. The A.gehcy will work with
the County's Collection Company for delinquent accounts.
'3.
Provide prqmpt submission of Medic;are, Medicaid, and insu,raDc;e c1a(ms
within ten (10) qusiness days aft~r receiving the completed patient billing
information, which shall be -the Agency's notice to commence th,e
bil/ing/collection'service: Ability to re,ceive the County's tr~nsport records file
digitally. The receipt of the digital transport records will meet with the
County's file layout criteria. (Reference Attachment B).. SecoDdary
insurance provider 'claims shall b,e submitted within ten (10) business ,days'
aft~r ~~e primary ins!-,rance provicjer h?s paid, this process shqiJld .alsq
include Me~,iC(are 'secondary. ~gency shall folloW-Up promptly on rejected
a~~ inactive cIailTls and establish payer remittance accounts and procedure.s,
. If there.is no response from insuran<;:e companies within 45'd~ys clainis will
be .res~brriitted. ' " ,
[-
\4.
Reconcile t~e number of transpprts collecte9 with those transl1litted t9 the
Agency. The Agency shall contact ~MS/Fire/Rescue within twenty-four (24)
hours of receipt to rep,ort any 'discrepancies.
5. Agency shall provide a designat~d liaison f~r patient/payer ~oncerns.
6. Prpvide aU cl,Jstomer-related inquiry services and prepare,additional.third
party cl?imsbased on this information exchange. p'rovide a'tol.l:"free
telephone r)!lmber and secure web site address for c'ustomeraccess.
7. Implement a collection system involving a minimum of six (6) invoices, which
l/:Iillin9lud~ an initial' statement to all transported patie8ts. Establish a fo1l00-
up campaign or up to twenty-four (24) telephone atterTlpts' to' :colleCt all priv'ate
pay accounts' with Qutstpriding balances, 'including required cq~payments ,and
deductibl~s assessed by"Medicare, Medicaid, HMO's or private insurance.,
Records of terephon~ calls and contacts sh~1I be main~ain'ed and 'ayalIaqle to
the County via on-line access to the Agency's database. Any payment on an
aCCOl:Jnt shall reset this cycle. Returned mail accounts are exempt from the
above-required subsequent mailings. The County reseNes the right to
approve the invoice format. The invoice will contain a stafement in Spanish
to call the toll-free telephone number for assistance.
8. 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.
9. Agency will provide skip tracing through a nationally recognized change of
address system, example would be Accurint or similar agency. A credit
information resource will be used to determine returned mail corrections and
Agency will resubmit statement to patient with corrected address.
10. Attempt to collect all balances due for seNices rendered as well as attempt
to assess patient's ability to repay the debt, and if necessary, extend time
payments, all subjec~ tQ such policy guidelines as the County may establish.
11. Process requests for refunds through County on a monthly basis and provide
EMS/Fire/Rescue Division With documentation of eaGh refulld processed.
r-.
12. Provide ~o EMS/Fire/Rescue Division all unpaid invoices alol1g with the
complet~ processing history once collection effort~ are exhausted. Shquld
th!? agre~ment be terminated for any r~ason, the Agency shall turn over all
existing information in its pos,session concerning existing unpaid accounts.
Such information shall be transmitted by an electronic medium r,easonably
acceptable to EMS/Fire/Rescue.
13. Th,e Agency shall provide sufficient bi,-lingualpersonnel to process all
billinglrun tickets in ,a timely, efficient and effective manner and shall respond
pr<;:>mptly to the County al!d patients on reque'sts for information or records.,
'14. Agency will be HIPAA compliant with all their federal standards and will
prbvic;fe their policy upon request. The Agency will be willing t,o sign the
,HIPAA Business AS,sociate Agreement (Reference Attachment C)
rega'rding the us'e of any confidel)tial records of care ,or treatment of patients
,:~olely for the purpose of processing and collecting claims a'nd shafl not
. release any such information in any legal action, business dispute or
competitive bidding :process other than disputes with the Coun'ty over billing
services. '
15. Any procedL!res described:in t~is scope of seNices represents a IT)inimum
effort required by the Agency and shall not limit the Agency's use of its
ptoprfet~ry acco~nts receivable and billing and collections systems, including
modi~ca~ions ~s 'required ,by major provider groups, or ,its usual and
customary practj~es. The, successful collection rate will be calculated on a
m~nthly basis and reflect the percentage bas.ed upon what is billed versus
whC!t 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 Agency will use its "best efforts" to ensure that the annual
collection rate does not fall below an annual 65% minimum. If the annual
collection rate falls below 65%, the County will require the Agency to provide
justification or corrective action. .
16. The following monthly reports shall be prepared by the Agency and submitted
to the County (Reference Attachm~nt A):
Reports:
· Transport Charges & Collections
· Billing & Collection Summary
o Ambulance Payment
· Ambulance New Patient Billing
· Ambulance Unit Report
· Collection by Financial.pass
· Report of Accounts Receivable
· Ambulance Billing Adjustments - Write Offs - Reversals
· .Accounts "Receivable for Collections
· Audit R~port of Accounts Changed
· Insurance Denial
· Revenue p'er Transport Report
· .Revenue Report .
r
17. The County requires on-line read-only and printable access to the Agency's
patient billing database, which will include the ability to select by account
number or by last name Index. The database access will include the
. following patient information:
· I.ncident location afld unit JD
· Patient contact information
· Date of ~ervice
· Trahs'p~rt mile~ge
· . Tr~nsport rate & mileage charge
· .Number of mai!ings' .
· . Pat(ent message screen with dates and descriptions of mailings,
comml..!nication with pati~nt, insur~nce company, a~orneys, etc.
· Pc3yment screen shoWing adjustments, payment type, payer name, check
number, dafe received, amount of payment and balaj1cedue
18. ..In the. ca~e of any untimely claims r~fusal of payment from an insurance
company for which the Agency is responsible, the amount of the transport .
charge. will be credited to the patient's account and deducted from the
calculation of the County's mi;>nthly invoice.
19. In case of a catastrophic event a toll-free telephone number will be avaiJable
for patient access within 24 hours. The Agency will provide the County with
a copy of the .Agency's Disaster Plan.
20.
Agency will attend at least one meeting annually with the County at a
mutually agreed upon specified location.
Agency will be responsible for tracking the Medicare and Medicaid renewal
dates and application .forms for the County.
21.
Seminole County EMS/Fire/Rescue Division
RFP Billing Summary
For the fiscal year October 2004 - September 2005, the transport net charges were @
$3,700,000 and net revenue was @ $2,700,000 with an additional $70,000 in revenue
from coliection accounts.
The billing collection rate for that fiscal- year was 72%.
The demographics of the 2004/2005 fiscal. year collections were:
· 40% lnsurance. .
.. 47% Medicare
· 7% Medicaid
· 6% Se.lf Pay
t---
The current fee schedule for our EMS transports range from $287 to $493, dependi~g
on th~ level of seryice with an ad~itional$6.05 per loaded mile. .
· BL$ - Emergency $287.31
· ALS 1 - Emergency $341.18
· ALS2 $493.81
ATTACHMENT A
Brief description of monthly reports to be prepared and submitted:
,1. Transport Charges & Collections:
Report should include the mO,n,thly transport gross charges, adjustments, net
charges, receipts (based on transport date), net balance, gross % of collections, net
% qf colle.ctions arid the % of paying patients. This should include a line of all the
data from ,the first billing month and year to the present. Totals should be on each
column.
2. Billing & Collection Summary:
Report should show by month/year total gross Qilling, ,adjustments, collections by
month, collections to-date. Totals should be on each column.
r
3. Ambula,n,te Payment Report:
. 'Report should list patient number, patient na'me, address, check nl,Jrnber, check
amount, payment type (self-pay, Insurance, MEldicare, Medicaid), payer'if other than
patient. It shp'uld subtotal.for each transport deposit pate, with the batch number and
totalamountof d~po~it. Tpt~ls for check amount coiurrin and each of the payment
types broken out separatl?ly and adjustments.
4. Ambulance New Pati,entBil/ing Rep~rt:
, Report sh~uld include the foil owing data for new patien,ts transported duri~g th~t ' ,
month. 'Patient number, pati~nt nalJ1e, incident date, base amount, rnileage 'amount,
total ,billed and leVel of service. Totals on' number of new accounts, base amdLin(
miieaQe ~mciul"!t an~tofaE"',by"ea(ih "evel of service':" _' , .,,' " '. " '. , .
'5. Al1!bulance Unit 'Report:
R~poii shqLildinclude~'rnbuJance unit numbE;!r with its number of Ga.lls i:jnd gross
,bili:ed for that month. -Total 'on number ,of p~lIs' and.:g'ross 'billed. ,"' ,
6. Collection by Fi,n.ancial Class Repo,rt:
,Report should show by m.onth/year and each payment type (Self Pay,lnsUri311ce,'
Medicare, 'Meqicaid). It should Include amount billed, amount collected, % collected,
number of accounts arid gross billed for each month. Totals for, each payment tyPE?
: and.%colfeCted.. .
7. Report of Accounts Receivable:
"
Report should show by year to date, the gross amount billed, less removed
accounts, less payments, less adjustments, less reversals and the accounts
receivable balance. These figures are shown by dollar amount and number of
accounts.
8. Ambulance Billing Adjustments / Write Offs / Reversals Report:
Report should include pt;ltient number, patient name, incident date, adjustment
amount and adjustment type. Total of adjustment amount and number of
adjustments should also be on this report.
9. A~counts Receivable for ~ollections Repo~:
This report should show patient number, patient name, patient addres,s, zip code,
incident date, amount billed, amount paid, adjustments, balance. Totals by gross
billed, 'less payments, less adjustments,' balan'ce of accounts receivable.
10. Audit Report of Changed Accounts:
Report should show account number, account name, leyel of service change, date
Changed, from base amount, to base amount.
11. Insurance Denial Report:
r
Report should show account number, account na,me, incideht d?te, inqident amount,
insurance c.arrier, condition code, reason for denial.
12. Revenue per Transport Report:
~eport should show the total dollar amount of payments received for a transport
mo'nth divided by the number of transports for a month and listed by month and
~~ ' .
13". Revenue Report:
. \. ... ..
Report should sh()w by month/year gross charges, adjustments, net chc;lrges,
' receipts (based on deposit d?te), %'collected.
..
l.
I
i-
\
ATTACHMENT B
Fixed Lengt.h Billing Extract Format-Existing
Phase N/A D.ate 08/04/05
Author , Docwnent In Fixed Length Billing Vertlon 2
Extract Fonnat-
Existin/l.d6c
Introduction:
11lls document details the fixed longth billing extract format that '",,;}1 be u~lized to tran.smi~ incident
information electronically to ADPI. rfa field is not requireq, or not, IleedCd, 'the deSignated '1ocatio~
'for that ,field may,be l~ftbla,nk Numeric fomiats are right justified and alpha'fonmits are left justified.
Record 1 :,Patien t. ~surance: and Level of Service Information
431 c~~ters, 1 record per incident/account
-- -- - -- ---- "
- - -- - ,- .- - . - &- -- - . . '" \. . '. . ~
: ...... . .. "
"
-. '. -'
I': : ~~OD, ~ RCICOro Code, y A 1:' ; RccortI codc .'1
'. .:..
2-1.1' ACTNR Incident Number y N' 10 w~ ~,positjollS,arc lakoi for the
account inimbcr' and last 2
'posItions for#. ~{paticrilS
1241 ANAME Patient NlIlTIc N A 30 lohn Smith
~7..s1 'UNE2 Patient AddreSS N A 20 Filllt20 chazaclcr3
62-81 LINE Patient Addrc:s! N A 20 .. UtiliZe if more than 20 chanlctcrs
82-101. : LINE4 Patient Cilyand Slate 1'1 A 20 "City, Statc"
102-106 ZIPCD Pati ent l.iP Codc N N ,5
101-116 ?I3ONE Patient Phonc,lI N " A 10 No seplX'lllOrs
117-124, mATE lnpidcnt pate . y N 8 MMDDYYYY
17S-IJ~ ~r.r UnifNumbcr N A ,12 . "
.
'\37.144 VPOB Patient pce N A 8 MMDOYYYY .,
!<l5 " Y~EX,.': Pati~t Sex y A " 1 M~M~Ie.,:'
.- l' -l'analc '
146-154 SSNR' Patient Social See II ' N l'! 9 No s~ori ,
, 155--189,' IADOR lncidentA~! N A 35 .-
190 ',' " BLSI ALS Tran.sport Service Y A I' B - BLS
, Level' A'-ALS
T~1V(T,
A;" Ailplane
H ';'He!icoplcr
S - Standby/Event
191;195 HOSP# Dc:s~ation lD y A 5 i Receivc Wliquc dcsl1natiOll #$ froni
ADPl
196-215 HOSf NAME ~ation'Name N A 20
"
216 OXYFLG ~xygcn Used? y A 'I :'fIN. Default to N if not charging
foroltygen.
,. "
,
"
)
Fixed Length Billing Extract Format-Existing
Phase N/A 'Date 08/04/05
Author Document ID Fixed Length Billing Version 2
Extract Format-
Existinll,doc
217-221 MIMILE Total Mileage Y N 5,\ 9999.9
222.231 BPHONE Patient Business N A /0 No seplll1llors
Phonc
232.236 START Start Tune N A 5 runeon=c:. Example; 0121P.
or02S0A
237.241 STOP Stap Time N A 5 Examplc 0121P or 02S0A
242 HELlCOP A!r Transport? y A I YIN. Default 10 N ifnol providing
air traiuportscivices.
~43 SpECHDLG Special Handling? N A Th is is an open fi el d that can b.
utilized 10 mi:et client uniqu'e
needs; such as ALS/BLS
identifiers for TWT.
2#-255 MEDICARE Mcd,icarc ID N A 12 NO$Cp8llltolll
256-267 MEDICAID McdiC!'id ID N A 12 No SCPllt3tolll
268-287 INSNAMEI Patient IllSUral1ce # 1 N A 20
Name
288-302 INSII?I Patient'lnsul'llllCC # 1 N A IS No scpataiors
Polley /I
303-322 INSN~E2 F.atient Ins\ll'1lllcc #2 N A 20
) Namc
C- 323-337 INSID2 Patient Insurance #2 N A IS No sepllt3lors
Policy 1#
338 ~U1' Worlc. or AulD Y A W-Work
Related InjUl}' Flag A - Auto
N-None
339.34~ ' ~ICKUPZlP Piclc-up Zip Code Y N 5 '
344 'ALS+ Advanced Tl'llllSpOrt N A 1 2 . ALS2
Service Level ,S:"scr
345.349 MlLESBYND Mileage In Excess of N N 5.1 9999.9
FiatAppropriatc
Designation " '
350 '~S Resident YIN? Y ,A Y IN. Default 10 ,N if not billing
differently for residents vs. non.
residents.
m' AMBUL Paljenl Can Y A I' '(IN
Ambulate?
352 ALSASS ALS Assessment Y A YIN
Given? '
353 MUTAID ],futual Aid? y A I, y~; Default 10 no if not providing
,assisianc;c to other providers.
\
Fixed Length Billing Extract'Format-E;cisting
Phsl<! . N/A Dllte 08/04/05
Autho'r Docwnent ID Fixed Length Billing Version 2
Extract Fonnat-
ExLStinrl.doc
\
/
r---'
\
: '. . . , ,
. ..
:
.....
354 SCODEI Spa:ial Code I N A I Thi.J b an,cp<n licld thatcin be
ub"liz.cd to mccl cliO)t lUIique
n=ls.
355 INTF Int=facility7 Y A I YIN
356 MODCD Pickup 'Modifier N A ] E" Residential, Domiciliary,
Custodial Facility
N.. Skilled NlU'Sing FlICility
H - Hospital
I ~ Sile ofTransport Between
Ambulance Transport (Airport or
Helicopter Pad)
po. Physician's Office
S - Scene of Accident or Acute
Event
R" Residence
D ,;, Diag~sti.c or Therapeutic Site
Other Than "P" or '11"
G" Hospital Based Dialysis
FBCllity
J - Non-:Hospital Based Dialysis
Facility
357 MODCD Destination Modifier N 1 E - !l-aj~tia), Domiciliary, . .
Cl,IStodia' Facility
N .. Ski!led"NlIl3irig Facility
H - HospilBl
1- Site of Transport Between
Ambulance Tran$port ~Airport or
H~ieopler Pad)
p.. PhySician's Office
" So. Scene or.A~cnt or Acute
Event
R .. Residencc
D - DiagnOstic or Thcnpeutic Site
, otJi~ Than "P" or ''R'" "
G ~ HllSJ'ital ~~ Dialysis
FaCility .
J.. Non-Hospltal Based Dialysis
Facility
X:- lntc:rmedialc Stop In j!.oute to
Hospiial Dciitiilatioil
",'
')
Fixed Length Billing Extract Format-Existing
Phase N/A Date 08/04/05
Author Docwnent In Fixed Length Billing Version 2
Extrac.t Format-
Existinll:.doc
)
j-'---
\ '
-. ' , - - " ~.'. . . . ..' .. . ,
..
-- ,'.
358.359 MODCD HCPCS Modifier N A" 2 GM-Gl'Oup~~
GW .. Scniice IlOt related to
hospice patienrs terminal condition
GY.. Not Medically Necessary .
QL-Death
360 Fcc I Fcc\? N A I Y IN. Each w.iII hav~ a consl8nt
and.unique S1!PPlemental fee tied to
it. Dc::fau!t to N.ifnol charging for
supplemental fee!.
36\ Fcc2 Fcc2? N A I ..
362 Fce3 Fce3? N A \ '..
:
363 F~ Fec4? ' N A 'I ..
364 FeeS FeeS? N A I ..
,365 Fee6 Fec6? N A \ ..
366-371 Fcc:Arnll Fee I DoUar Amount N N 6.2 9999.99
372:377 'FeeAmi2 Fcc 2 Dollat Amount' N N " 6.2 ..
378-.383 FceAmtJ Fec.3 Dollar Amount N N 6.2 ..
384-389 FeeAmt4 Fcc 4 Dollar AmOUllt" 'N N 6.2 ..
390.395 FccAmtS Fcc S Dollar AmOUllt 'N N 6.2 ..
396.40\ FeeAmt6 Fcc 6 Dollar AmOUnt N. N 6:2 ..
402- 4.16 PGrou~ I Patient JnsgRlla: #1 N A 15 No scp...to~
GioupID
417-431 PGroup2 Patient InsuriInce #2 N A 15 No separalol'3
GroUp ID
. ~e~ord 2: Impressions Information
. . . . ~
291;ch~ct~., ip.uJ~pl~ ~~rd~,p;~ ~ci~~t/~c~unt'p~~sible.
. .....:.l.~r:...;:.::.;..._...:.I.: .:::._:,..~.~.:,'':"..'.;'I.''"",,''',,'''':'''''~ ':'~"..'.. '.~ :_~.:::'.~;., ~.' '" .
. . " .,- .. '. '.- " ........ ,'-:' -
" . -
-. .~.' ~ ;. :
, , " '. '.,
I ." " R,ECOD .. ReCord Coda .. Y : A," \' , RecOrd Code-2 - "
2-11 ACJlo:IR lnciilent Number Y' t:I 10 ..
/2-291 ' IMPRES imPrcssiom N A 280
;.
,Fixed Length Billing Extract Format-Existing
Pha.se N/A Date 08/04/05 I
Author Docwnent lD Fixed Length Billing Version 2
Extract Format.
Existinll,doc
Record 3: Interventions Information
29.1 chara~tcrs. ~ultiple records per incident/account possible_
~---::------. .-----------~- ------------_-:_- ---------.:._-- -------~-~-- ---
- . . .
---
I' RECOD Record Code . Y A 1.' R.ecorti Code.- 3
2-11. ACTNR Incident Number y N 10
12-791 INTERV lntcrventiolU N A 280 lV, Meds, etc.
. .
Record 4: PCR N ar~ative
291 ch~~t~. ~~tiple re~rds per inci~ent/~ccoimt possible,.
n___C
- .'~--- . . .. 'n -
- - - - - - -
.' : -'.: - ,.
.-
I .. RECOD " ~'~ ., y A I Record Code - 4 .,
..
2-11 ACTNR Incident Number y N '. 10 "
12-291 R'[NRPT RUI\ p.epOtt Text! Y A 280
NllIT8Iive
----~.------...----- ---- .. - ----~~--_....._-----
'Record 5: Char2e List
7 5 cIj.8r:aC~~': niuitiple recorclspet incidcnt/a~co1,1I1t possible, Only utilize if S\}bmitting itemized
ch,aigeo/suppl~en~ f~, . '. . ":.. , ....'..:.
" . " .'.:: \ '. ';:';.. .: !." ~- .. .- '. . '. .~.' ..
.' .' '. n .' ... 1...- -- '. ..' '. .. .- n "
: ..
.' - .. .. - -- - .. - :
.. .. '.
T\.'...,....,:..:.:...: }.'~cgD .ReCOrd aide .- y .. ." A. I:, :./ Record COde~ 5 ."
"', '. "
Hi. ACTNR Incident Number y. .' '. N 10: , ..
.. ..
'12;~1 CHGCn Uniqu~ <;"hq..ID y A '. 10
.22 -71 CHqDESC Cberge.1xsaiplion y A 50
72 ~ 75 CHGQTY, Quantity Used y N 4
(
ATTACHMENT C
Seminole County
Business Associate Agreement
Between EMS/Fire/Rescue Division and Billing Agency
This Agreement between Seminole County ("EMS/Fire/Rescue Division") and
AgenGY ("Billing Agency") is eXE?cuted for the purpose of en'suring that Agency carries
out its obligations to Seminole County in compliance with the privacy and security
regulations pursl,J~mt to Public Law 104-191 of August 21. 1996, known as the Health
InslJrance Portability and Accountability Act of 1996, Subtitle F - Administrative
Simplification, Sections 261, et seq., as amended ("HIPAA"). ,
This Agreement encompasses Agency assurance to protect the confidentiality,
integrity, an,d security of any personally identifiable protected health information ,("PHI")
that"is coll~cted, processed or learned as a result of the ~ervic~~ provided to Seminole
County by Agency r,epresentatives, including any such informatiDn stored and '
transmitted eledrc:mic;ally, referred to as electronic protected health information ("e_
PHI"). '
Agency agree$ that it \yiI/:
1. Not ,use or further disclose PHI exceot as oermitted under this Aareement
or required bY'law;
(-
2. l.)se, appropriate s?f!?gl,Jards to prevent use or disclosure of PHI except as
,permitted by this Agreement; .
3. T.o mitigat~j to, the, extent practicable, any harmful effect thCjt is known to the
Agenc~iof a use "or disClosure of PHI by the Ag'ency in 'violation of th.is . '
Awe~me.nt.
4. Repo.rt to Serri.in.ole CQunty any use or disclosyre of PHI not provided for by this
Agr~'e,ment of which the Agency'becomes aware;,' ' , , - "'" :
5. E;ns'ure that'anyagents or subcontra~tors to whom the Agency provides PHI, or,
who 'have access to 'PH I, such as other consulting 'companies agr~eto, the same
res'Wctlons a,rid conditions -that apply to the Agency with res~eqt tq's~ch PHi;
6. Make, Ptfl available to Seminole County and to th~ in9ividual who has a right of .
access as required u!1derHIPAA within 30 days of the reqLJest by,Serninqfe
Co0'~tY' to the individual;
7. Incorporate any amendments to PHI w~ennotified to do so by Seminole County;
8. P~o.vide an accoun'ting of all uses or 9isclosures qf PHI made by the Agency as
re~uired under the HIPAA'privacy rule within 60 days; . . .'
9. Make it~ internal practices, books and records relating to the use a,nd disclosure
of PHI ayaiiable to the Secretary of the Department of Health an'd Hum~n
.
v .
~\)
Services for purposes of determining the Agency' and Seminole County
compliance with HIPAA; and
10: At the termination of this Agreement, return or destroy all PHI received from, or
created or received by the Agency on behalf of Seminole county, and jf return is
infeasible, the protections of this agreement will extend to such PHI.
The specific uses and disclosures of PHI that may be made by the Agency on behalf of
Seminole County include: '
1. The review of patient care information providing advice to Seminole County
conc~rning a particular ambulance incident;
2. The review of patient care information and o~her medical records and submission
of that information to carriers, insurers, and,other' payers with respect to the
Agency assisting Seminole County in an insurance or Medicare audit or other
similar action;
3. The review of patient care informa~ion with respect to providing Seminole
County with business and optional advice generally and 'in the course of
perform!ng ,compliance assessment activities by the Agency;
4, Uses required for the proper management of the Agency as a business
associate.
)
(
5.' Other uses or disclosures of PHI as permitted by HIPAA privacy rule.
, The Agency agrees 'to assume the following obligations regarding electronic Protected
Health Information (e-PHI):
1. The Agency agrees to implement administrative, physical 'and technical
safegl,jards that reasonably and appropriately proted the' c6nfidE;1ntiality, integrity
and availability of the e-PHrthat 11 creat~s, receives, ma'intains or transmits on
b,eha!f of Seminole CoLinty. '
2. Th,e Agency will ensure that any ,agent, including a subcontractor, to whom to Jt
p'roviqes e-PHI that w~s creat~d, re'ceived, maintained or tr~nsmitted on behalf
.of Seminole County agrees to implement rea?onable, andappro'priate safe~Iuards
to pidect the 'col'}fidentiality, security, arid infegrityof e-PHI.
3. Thf? Ag~ncy agrees t6 alert Seminole County of any security inciden~ (as defined
by the HIP,AA Security Rule ):which it become~ ,aware, and'the stE?ps ,if has takE?n
'to mi~igate any po\ential security c()mprom,ise that may have occurred, and
provide a ,report to Seminole County oJ ~ny loss of data or either 'information
system compromise asa result of the incident.
(
Notwithstanding any pther provisions of ,this Agreement, this Agreement may be
terminated by' Seminole Coun~y, in its sole qiscretion, if Seminole County determines
'that the Agehcy has violated a term or provision of this Agre~ment pertaining to
Ser:ninol~ County obligations under'the HIPAA priv,acy or s~curity rulE;1s, or if the ~gency
..,"J '"
)
engages in conduct which would, if committed by Seminole County, would result in a
violation of the HIPM privacy or security rules by Seminole County.
Agreed to this
day of
,2006.
Seminole County
EMS/Fire/Rescue Division
Agency
By:
By:
-Its:
Its:
Date:
Date:
I
, !
.
'{
1
Exhibit B
Business Associate Addendum
CONTRACTOR the "Business Associate" and CITY hereby add the following
additional language to the Agreement.
1. CONTRACTOR shall carry out its obligations under this Addendum in
compliance with the privacy regulations pursuant to Public Law 104-191 of
August 21,1996, known as the Health Insurance Portability and Accountability
Act of 1996, Subtitle F - Administrative Simplification, Sections 261, et seq., as
amended ("HIPAA"), to protect the privacy of any personally identifiable
protected health information ("PHI") that is collected, processed or learned as a
result of the Billing Services provided hereunder. In conformity therewith,
CONTRACTOR agrees that it will:
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
CONTRACTOR of a use or disclosure of PHI by CONTRACTOR in violation of
this Addendum.
d. Report to CITY any use or disclosure of PHI not provided for by this Addendum
of which CONTRACTOR becomes aware;
e. Ensure that any agents or subcontractors to whom CONTRACTOR provides PHI,
or who have access to PHI, agree to the same restrictions and conditions that
apply to CONTRACTOR with respect to such PHI;
f. Make PHI available to CITY and to the individual who has a right of access as
required under HIPAA within 30 days of the request by CITY regarding the
individual;
g. Incorporate any amendments to PHI when notified to do so by CITY;
h. Provide an accounting of all uses or disclosures of PHI made by CONTRACTOR
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 CONTRACTOR's and CITY's
compliance with HIPAA; and
j. At the termination of the Agreement, return or destroy all PHI received from, or
created or received by CONTRACTOR on behalf of CITY, and if return is
infeasible, the protections of this Addendum will extend to such PHI.
Page 2 of 11
~
2. The specific uses and disclosures of PHI that may be made by CONTRACTOR
on behalf of CITY include:
a. The preparation of invoices to patients, carriers, insurers and others responsible
for payment or reimbursement of the services provided by CITY 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 CITY to its patients or
to appeal denials of payment for same.
d. Uses required for the proper management of CONTRACTOR 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 CITY if CONTRACTOR has violated a term or provision of this
Addendum pertaining to CONTRACTOR's material obligations under the HIPAA
privacy rule, or if CONTRACTOR engages in conduct which would, if committed
by CITY, result in a violation of the HIPAA privacy rule by CITY.
Page 3 of 11