Agreement 10/01/1994
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AGREEMENT BETWEEN
ADVANCED DATA PROCESSING, INC. AND
THE CITY OF MIAMI BEACH, FLORIDA
This agreement is made and entered into as of the first day of
October, 1994, by and between the city of Miami Beach, a municipal
corporation of the state of Florida, hereinafter referred to as the
"city", and Advanced Data processing, Inc., a Florida corporation,
hereinafter referred to as "ADP".
Whereas, the City provides
rescue vehicles to transport
hospitals; and
ground transportation in City
private individuals to local
Whereas, the city charges a fee to the individual who receives
the transportation service; and
Whereas, ADP has agreed to provide collection services to the
City in connection with such transportation.
NOW, THEREFORE, for and in consideration of the premises and
mutual covenants herein contained, the parties hereto agree as
follows:
1. The city will provide ADP with the names, addresses and
amounts for billing for each person transported by a
rescue vehicle. These documents will be picked up by an
authorized representative of ADP twice a week.
2. within five (5) business days of receiving the
aforementioned documents from the City, ADP shall
initiate and mail to the transported individual an
appropriate invoice for the services provided.
3. ADP agrees to generate and mail additional invoices to
the individual should the original invoice remain unpaid.
The frequency of generating and mailing the additional
invoices may be determined, in part, by the payment type
anticipated (self-pay, commercial insurance, medicare,
medicaid or worker's compensation) and such schedule will
be agreed to in writing between city and ADP.
4. The form and content of the invoices to be mailed by ADP
must be approved in writing by the City Fire Department.
5. ADP agrees to generate and mail payment forms to third
party payors when appropriate, It is understood that it
may be necessary for ADP to solicit additional
information beyond that provided in the documents
provided ADP by the city for such third party invoices.
ADP agrees to solicit such additional information from
the individuals and/or health care provider.
6. ADP agrees to abide by the terms of the lockbox agreement
entered into between the City and Barnett Bank. ADP
acknowledges receiving a copy of the lockbox agreement
prior to entering into this agreement with the City. It
is agreed that all collections for services provided by
the City and billed by ADP shall be deposited within two
days of receipt into the lockbox by ADP or the City.
7. ADP agrees to maintain confidential all medical and other
patient information and to otherwise conform with state
and local laws related to the confidentiality of patient
information.
8. ADP shall indemnify and hold the city harmless from any
and all claims, liability, losses, damages and causes of
action which may arise out of this agreement. ADP shall
pay all claims, damages and losses of any nature whatever
which may arise out of this agreement, including
attorneys' fees, at the trial and appellate levels, and
costs incurred by the city, and shall defend all suits,
in the name of the city when applicable, and shall pay
all costs and judgments which may issue thereon.
9. ADP agrees to abide by the Federal Debt Collections
Practices Law and all Federal and state judicial
decisions, laws and rules.
10. ADP agrees that it will not discriminate as to race,
color, national or1g1n, religion, sex, sexual
orientation, handicap, marital status, familial status or
age in connection with its performance under this
agreement.
11. ADP and its employees and agents shall be deemed to be
independent contractors, and not agents or employees of
the City and shall not inure to any rights or benefits
granted employees of the city. City shall not control the
manner in which ADP performs its work under this
agreement.
12. For providing services under this agreement, ADP shall
receive a collection fee of seven percent (7%) of the
amount collected on the accounts sent to them by the
city.
13, ADP shall bill the City monthly for services rendered
under this agreement. Such billings shall be rendered as
of the end of the month and contain billings for all
services provided during the prior month by ADP for the
City. These bills shall be directed to the city's Fire
Department for review prior to payment.
14. ADP agrees not to assign, transfer, or otherwise dispose
of this agreement, or any or all of its right, title, or
interest therein, to any person, company, or corporation,
without the written consent of the city.
15. ADP agrees that, in case of a default under or breach of
this agreement, the City may procure the required
services from another source and pursue any legal
remedies available to it. If the city hires an attorney
in connection with a default or breach by ADP, ADP agrees
to pay attorneys' fees, at the trial and appellate
levels, and costs that the city incurs.
16. The City agrees that during the term of this agreement,
no other billing service will be employed to bill for
Fire Rescue Transportation, nor will the City's Fire
Department do any direct billings for same.
17. The City may in its sole discretion and without cause
terminate this agreement upon written notice to ADP. Upon
the expiration or termination of this agreement with or
without cause, ADP shall provide all reasonable
assistance to the city and shall use its best efforts to
return to the City in an orderly and expeditious manner,
but in no event later that thirty (30) days after the
date of termination, all data, records, documents,
reports, information and other property belonging to the
City in a form usable by the city.
18. This agreement will be for one (1) year and will expire
September 30, 1995.
19. The city reserves the right to audit the records of ADP
at its own expense at any time during the term of this
agreement and additionally for six (6) months after the
expiration of this agreement.
20. ADP agrees that at the end of six (6) months after the
start of this contract the minimum acceptable collection
rate shall be sixty percent (60%) of total billings, and
that ADP's failure to meet the 60% mark may lead the city
to cancel the contract.
21. This instrument constitutes the total agreement between
the parties and shall be governed by and construed in
accordance with the laws of the State of Florida.
22. City desires to enter into this Agreement only if in so
doing the City can place a limit on its liability for any
cause of action for money damages due to an alleged
breach by the city of this Agreement, so that its
liability for any such breach never exceeds the sum of
the fees due under the terms of the Agreement less any
sums already paid to ADP by the City. ADP hereby
expresses its willingness to enter into this Agreement
with ADP's recovery from the City for any damage action
for breach of contract to be limited to a maximum amount
of the fees due under the Agreement, less any sums
already paid by the City under the Agreement.
Accordingly, and notwithstanding any other term or
condition of this Agreement, ADP hereby agrees that City
shall not be liable to ADP for damages in an amount in
excess of the fees due under the Agreement, less any sums
already paid by the city under the Agreement, for any
action or claim for breach of contract arising out of the
performance or non-performance of any obligations imposed
upon the City by this Agreement. Nothing contained in
this paragraph or elsewhere in this Agreement is in any
way intended to be a waiver of the limitation placed upon
the City's liability as set forth in Florida statutes,
section 768.28.
23. Any controversy or claim for money damages arising out of
or relating to this Agreement, or the breach hereof,
shall be settled by arbitration in accordance with the
Commercial Arbitration Rules of the American Arbitration
Association (the "Rules"), and the arbitration award
shall be final and binding upon the parties hereto and
subject to no appeal, except as provided in the RUles,
and shall deal with the question of the costs of
arbitration and all matter related thereto. In that
regard, the parties shall mutually select an arbitrator,
but to the extent the parties cannot agree upon the
arbitrator, then the American Arbitration Association
shall appoint one. Judgment upon the award rendered may
be entered into any court having jurisdiction, or
application may be made to such court for an order of
enforcement. Any controversy or claim other than a
controversy or claim for money damages arising out of or
relating to this Agreement, or the breach thereof,
including any controversy or claim relating to the right
to specific performance, shall be settled by litigation
and not arbitration.
IN WITNESS WHEREOF,
instrument to be executed
duly authorized.
Attest:
~cW ~~
c~ty Clerk
Attest:
Secretary
the parties hereto have caused this
by the respective officials thereunto
City of Miami Beach:
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City Manager
Advanced Data processing,Inc.:
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