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Advanced Data Processing, Inc. Agmt 2008G' ~ C - PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF MIAMI BEACH, FLORIDA AND ADVANCED DATA PROCESSING, INC. D/B/A INTERMEDIX -ADPI TO PROVIDE BILLING AND COLLECTION SERVICES FOR EMERGENCY MEDICAL SERVICES (EMS) TRANSPORT THIS AGREEMENT made and entered into this / 7 day of 2J~G niL~ , 2008, by and between the CITY OF MIAMI BEACH, FLORIDA (hereinafter referred to as City), a municipal corporation, having its principal offices at 1700 Convention Center Drive, Miami Beach, Florida, 33139, and ADVANCED DATA PROCESSING, INC. D/B/A INTERMEDIX- ADPI (hereinafter referred to as Contractor), a Florida corporation, having its principal office 520 N.W. 165t" Street, Suite #201, Miami, Florida, 33169. SECTION 1 DEFINITIONS Agreement: This Agreement between the City and Contractor. City Manager: The Chief Administrative Officer of the City. Contractor: For the purposes of this Agreement, Contractor shall be deemed to be an independent Contractor, and not an agent or employee of the City. Services: All services, work and actions by the Contractor performed pursuant to or undertaken under this Agreement, as described in Section 2. Fee: Amount charged by the Contractor to cover the costs of the Services. a~j99 Risk Manager: The Risk Manager of the City, with offices at 1700 Convention Center Drive, Third Floor, Miami Beach, Florida 33139, telephone number (305) 673-7014, and fax number (305) 673-7023. SECTION 2 SCOPE OF SERVICES GENERAL SCOPE The City of Miami Beach Fire Rescue Division (Fire Rescue) of the Fire Department provides medical transportation for persons requiring Basic Life Support (BLS) and Advanced Life Support (ALS). As established by Resolution No. 92-20593 dated September 16, 1992, amended July 26, 1995 by Resolution 95-21653, further amended January 12, 2000 by Resolution 2000-23445, and further amended by Resolution 2003-25302, individuals taken from incident scenes to health care facilities in Emergency Medical Services (EMS) transport vehicles are charged a BLS or ALS fee, a transport fee, a mileage fee, and other charges including, but not be limited to, an oxygen administration fee, cardiac monitoring fee, intubutation, and spinal immobilization. Contractor will use the information collected at the scene as well as subsequent information obtained by them as the basis for billing the transported individual, Medicare, Medicaid, and insurance companies. SERVICE TO BE PROVIDED Contractor will perform the following: • Provide billing and collection services for EMS transport, as required, on a case by case basis, with emphasis on accelerated turnaround between services provided and payment received. • Include all expenses of billing and collection in the total compensation, including, but not limited to stationery, fax, forms, envelopes, mailing, postage, and telecommunications/phone charges. • Ensure that all required documentation and agreements with payors (e.g. Medicare, Medicaid, Champus, etc.) are filed and maintained and that the City's Fire Rescue Division Chief is kept apprised of pertinent changes to industry regulations. • Provide training periodically, as needed, to the City's Fire Rescue personnel regarding the gathering of necessary information and proper completion of run tickets. • Provide prompt submission of Medicare, Medicaid and insurance claims (within 72 hours) after receiving completed run ticket, which shall be contractor's notice to commence the billing/collection service, including keeping logs confirming all electronic submissions. Secondary insurance provider claims shall be submitted after the primary insurance provider has paid. Contractor shall follow-up on rejected and inactive claims, and establish payor remittance accounts and procedures. • Utilize most up-to-date knowledge and information with regard to coding procedures, assigning ICD-9 diagnostic codes, and proper preparation of electronic and paper insurance filings to ensure compliance with applicable Federal, State, and local regulations. 2 • Reconcile the number of transports collected with those transmitted to Contractor and contact the City to report any discrepancies. • Provide a designated liaison for patient/payor concerns. • Provide survey questionnaires or mail inserts to patients at the City's request. If the City requests, City shall be responsible for cost of printing (one page, black and white inserts), but Contractor shall be responsible for all costs associated with mailing. • Provide all customer-related inquiry services and prepare additional third-party claim, or patient payment arrangements, based on this information exchange. • Facilitate proper security of confidential information and proper shredding of all disposed materials containing such proprietary information. • Visit hospitals and/or establish with hospitals arrangements to obtain and verify patient insurance and contact information. • Respond to the City and patients on requests for information or records. • Negotiate and arrange modified payment schedules for individuals unable to pay full amount when billed. • Treat as confidential any 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. • Use of propriety systems, procedures, or techniques, as required, to achieve higher collection rates and improved cash flow. • Maintain appropriate accounting procedures for reconciling all deposits, receivables, billings, patient accounts, adjustments, and refunds. • Provide timely comprehensive reports facilitating all required aspects of monitoring, evaluating, auditing and managing the services provided, and the interface between the City's Fire Rescue and Contractor. • Process refund requests providing the City's Fire Rescue with documentation substantiating each refund processed. • Provide the City's Fire Rescue all unpaid invoices, along with the complete processing history once collection efforts are exhausted. • Submit claims, process statements, post receivables, process refund requests and submit reports within the following specified timeframes and frequencies: o File claims and send an invoice to all self-pay patient/payors with return envelope and address, as specified by the City, within five (5) days of receipt of incident information. Provide prompt submission of Medicare, Medicaid, and insurance claims within 72 hours after receiving completed run ticket. 3 o Process all third party reimbursements within one week after receipt of appropriate billing information from primary payor. o Send second notices at thirty-five days, and third notices at sixty-five days. o Visit hospitals, twice if necessary, to obtain and verify patient insurance and contact information. o Respond within three (3) business days to the City and patients on requests for information or records. o Provide specified management reports on a monthly basis as identified and prescribed by the City, no later than the 10t" of each month. o Provide monthly listing of accounts past due 180-days or more. o Provide the City's Fire Rescue all unpaid invoices, upon request, along with the complete processing history, once collection efforts are exhausted. o Retain account information for a period of one year. o Process refund requests within one month following overpayment. SECTION 3 PAYMENT FOR SERVICES 3.1 FEES Contractor shall submit an invoice to the City on a monthly basis, representing fees for Services, computed as follows: Six and one-half percent (6.5%) of all monies collected by the Contractor, excluding Medicaid accounts, during the previous month. Pursuant to Florida Statute 409.913(9), Contractor will include in the same invoice an amount of $10.00 per Medicaid account for providing all billing services related to such accounts processed in the previous month. The City will bear the cost of any and all lock-box services. All other costs incurred by the Contractor specified herein, shall be borne by the Contractor. The associated with credit card processing, should the City credit card program. in the performance of Services as City will be responsible for all costs elect to participate in Contractor's 3.2 INVOICING AND METHOD OF PAYMENT Invoices and associated back-up documentation shall be submitted monthly by the Contractor to the City. Upon review and approval of Contractor's invoice by the City, payments shall be made for services satisfactorily rendered within thirty (30) days of the City's receipt of invoice. Contractor shall mail all invoices to: City of Miami Beach; Fire Rescue Division Chief; 4 2300 Pine Tree Drive, Miami Beach, Florida, 33139, with a copy to: City of Miami Beach, Accounts Payable Department; 3~d Floor; Miami Beach. Florida 33139. The City will pay invoices promptly pursuant to Florida Statutes, Section 218.70, the Local Government Prompt Payment Act. SECTION 4 GENERAL PROVISIONS 4.1 RESPONSIBILITY OF THE CONTRACTOR With respect to the performance of the Services, the Contractor shall exercise that degree of skill, care, efficiency and diligence normally exercised by recognized professionals with respect to the performance of comparable Services. In its performance of the Services, the Contractor shall comply with all applicable laws, ordinances, and regulations of the City, Miami-Dade County, State of Florida, and Federal Government, including, without limitation, the privacy regulations pursuant to the Health Insurance Portability and Accountability Act of 1996, as amended (HIPAA), and as more specifically set forth in Exhibit "A" Business Associate Addendum, attached hereto. 4.2 PUBLIC ENTITY CRIMES A State of Florida Form PUR 7068, Sworn Statement under Section 287.133(3)(x) Florida Statute on Public Entity Crimes shall be filed with the City's Procurement Division, prior to commencement of the Services herein. 4.3 DURATION OF THE AGREEMENT The term of this Agreement shall be for an initial term of three (3) years commencing on the last date of execution of the Agreement by the parties hereto. At its sole discretion, the City may renew this Agreement, upon the same terms and conditions, for up to two (2) additional one (1) year renewal options, upon thirty (30) days written notice to Contractor (such notice to be provided prior to the end of the initial term or a renewal term, as the case may be). 4.4 [INTENTIONALLY DELETED] 4.5 INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City of Miami Beach and its officers, employees and agents, from and against any and all actions, claims, liabilities, losses, and expenses, including, but not limited to, attorneys' fees, for personal, economic or bodily injury, wrongful death, loss of or damage to property, at law or in equity, which may arise or be alleged to have arisen from the negligent acts, errors, omissions or other wrongful conduct of the Contractor, its employees, agents, sub-contractors, or any other person or entity acting under Contractor's control, including without limitation any and all temporary personnel assigned to the City pursuant to this Agreement, in connection with the Contractor's performance of the Services pursuant to this Agreement; and to that extent, the Contractor shall pay all such claims and losses and shall pay all such costs and judgments which may issue from any lawsuit arising from such claims and losses, and shall pay all costs and attorneys' fees expended by the City in the defense of such claims and losses, including appeals. The parties agree that one percent (1 %) of the total compensation to the Contractor for performance of the Services under this Agreement is the specific consideration from the City to the Contractor for the Contractor's Indemnity Agreement. The Contractor's obligation under this Subsection shall not include the obligation to indemnify the City of Miami Beach and its officers, employees and agents, from and against any actions or claims which arise or are alleged to have arisen from negligent acts or omissions or other wrongful conduct of the City and its officers, employees and agents. The parties each agree to give the other party prompt notice of any claim coming to its knowledge that in any way directly or indirectly affects the other party. 4.6 TERMINATION, SUSPENSION AND SANCTIONS 4.6.1 Termination for Cause If the Contractor shall fail to fulfill in a timely manner, or otherwise violate any of the covenants, agreements, or stipulations material to this Agreement, the City shall thereupon have the right to terminate this Agreement for cause. Prior to exercising its option to terminate for cause, the City shall notify the Contractor of its violation of the particular terms of this Agreement and shall grant Contractor ten (10) days to cure such default. If such default remains uncured after ten (10) days, the City, upon thirty (30) days' notice to Contractor, may terminate this Agreement and the City shall be fully discharged from any and all liabilities, duties and terms arising out of/or by virtue of this Agreement. Notwithstanding the above, the Contractor shall not be relieved of liability to the City for damages sustained by the City by any breach of the Agreement by the Contractor. The City, at its sole option and discretion, shall additionally be entitled to bring any and all legal/equitable actions that it deems to be in its best interest in order to enforce the City's right and remedies against the defaulting party. The City shall be entitled to recover all costs of such actions, including reasonable attorneys' fees. To the extent allowed by law, the defaulting party waives its right to jury trial and its right to bring permissive counter claims against the City in any such action. 4.6.2 Termination for Convenience of Citv NOTWITHSTANDING SECTION 4.6.1, THE CITY MAY ALSO, FOR ITS CONVENIENCE AND WITHOUT CAUSE, TERMINATE AT ANY TIME DURING THE TERM HEREOF BY GIVING WRITTEN NOTICE TO CONTRACTOR OF SUCH TERMINATION, WHICH SHALL BECOME EFFECTIVE THIRTY (30) DAYS FOLLOWING RECEIPT BY THE CONTRACTOR OF THE WRITTEN TERMINATION NOTICE. IN THAT EVENT, ALL FINISHED OR UNFINISHED DOCUMENTS AND OTHER MATERIALS, AS DESCRIBED IN SECTION 2, SHALL BE PROPERLY PROVIDED TO THE CITY AT CONTRACTOR'S SOLE COST AND EXPENSE. IF THE AGREEMENT IS TERMINATED BY THE CITY AS PROVIDED IN THIS SUBSECTION, CONTRACTOR SHALL BE PAID FOR ANY SERVICES SATISFACTORILY PERFORMED, AS DETERMINED BY THE CITY AT ITS DISCRETION, UP TO THE DATE OF TERMINATION. PROVIDED, HOWEVER, THAT AS A CONDITION PRECEDENT TO SUCH PAYMENT, CONTRACTOR SHALL DELIVER ANY AND ALL DOCUMENTS, MATERIALS, ETC, TO CITY, AS REQUIRED HEREIN. 6 4.6.3 Termination for Insolvency The City also reserves the right to terminate the Agreement in the event the Contractor is placed either in voluntary or involuntary bankruptcy or makes an assignment for the benefit of creditors. In such event, the right and obligations for the parties shall be the same as provided for in Section 4.6.2. 4.7 CHANGES AND ADDITIONS Changes and additions to the Agreement shall be directed by a written amendment signed by the duly authorized representatives of the City and Contractor. No alteration, change, or modification of the terms of this Agreement shall be valid unless amended in writing, signed by both parties hereto, and approved by the City. 4.8 AUDIT Contractor shall keep such records and accounts and require any and all subconsultants to keep such records and accounts as may be necessary in order to record complete and correct entries as to fees charged to the City. All books and records relative to the Agreement, and the Services to be provided herein, shall be available at all reasonable times for examination and audit by the City and shall be kept for a period if three(3) years after the completion of all work /Services to be performed pursuant to this Agreement. 4.9 INSURANCE REQUIREMENTS Upon request, Contractor shall provide proof of Professional Liability Insurance to be maintained during the term of the Agreement, which shall be maintained with insurers licensed to sell insurance in the State of Florida and have a B+ VI or higher rating in the latest edition of AM Best's Insurance Guide. 4.10 ASSIGNMENT, TRANSFER OR SUBCONTRACTING The Contractor shall not subcontract, assign, or transfer any work under this Agreement in whole or in part, without the prior written consent of the City. 4.11 SUB-CONTRACTORS The Contractor shall be liable for the Contractor's services, responsibilities and liabilities under this Agreement and the services, responsibilities and liabilities of any and all sub-contractors, and any other person or entity acting under the direction or control of the Contractor including with out limitation, any and all temporary personnel provided in the City pursuant to the terms and conditions of the Agreement. When the term "Contractor" is used in this Agreement, it shall be deemed to include any sub-contractors and any other person or entity acting under the direction or control of Contractor. For the purpose of this Agreement, Contractor acknowledges and agrees that any and all temporary personnel assigned by Contractor to provide services to the City pursuant to this Agreement shall be deemed to be independent contractors and not agents or employees of the City, and shall not attain any rights or benefits under the Civil Service or Pension Ordinance of the City, or any rights generally afforded Classified or 7 Unclassified employees. Further, each personnel shall not be deemed entitled to Florida Worker's Compensation benefits as an employee of the City, or accumulation of sick or annual leave. 4.12 EQUAL EMPLOYMENT OPPORTUNITY In connection with the performance of this Agreement, the Contractor shall not discriminate against any employee or applicant for employment because of race, color, religion, ancestry, sex, age, and national origin, place of birth, marital status, physical handicap, or sexual orientation. The Contractor shall take affirmative action to ensure that applicants are employed and that employees are treated during their employment without regard to their race, color, religion, ancestry, sex, age, and national origin, place of birth, marital status, disability, or sexual orientation. 4.13 CONFLICT OF INTEREST The Contractor agrees to adhere to and be governed by the Metropolitan Miami-Dade County Conflict of Interest Ordinance (No. 72-82), as amended; and by the City of Miami Beach Charter and Code, which are incorporated by reference herein as if fully set forth herein, in connection with the Agreement conditions hereunder. The Contractor covenants that it presently has no interest and shall not acquire any interest, direct or indirectly which should conflict in any manner or degree with the performance of the Services. The Contractor further covenants that in the performance of this Agreement, no person having any such interest shall knowingly are employed by the Contractor. No member of or delegate to the Congress of the United States shall be admitted to any share or part of this Agreement or to any benefits arising therefrom. 4.14 PATENT RIGHTS: COPYRIGHTS: CONFIDENTIAL FINDINGS Any patentable result arising out of this Agreement, as well as all information, specifications, processes, data and findings, shall be made available to the City for public use. No reports, other documents, articles or devices produced in whole or in part under this Agreement shall be the subject of any application for copyright or patent by or on behalf of the Contractor or its employees or sub-contractors, without the prior written consent of the City. 4.15 NOTICES All notices and communications in writing required or permitted hereunder may be delivered personally to the representatives of the Contractor and the City listed below or may be mailed by registered mail, postage prepaid (or airmailed if addressed to an address outside of the city of dispatch). Until changed by notice in writing, all such notices and communications shall be addressed as follows: TO CONTRACTOR: Advanced Data Processing, Inc, (ADPI) Attn: Jack Donahue 520 N.W. 165th Street, Suite #201 Miami, Florida 33169 305.459.0660 TO CITY: City of Miami Beach Attn: Fire Rescue Division Chief 2300 Pine Tree Drive Miami Beach, Florida 33139 305.673.7123 WITH COPIES TO: City of Miami Beach Attn: Gus Lopez Director, Procurement Division 1700 Convention Center Drive Miami Beach, Florida 33139 305.673.7490 Notices hereunder shall be effective: If delivered personally, on delivery; if mailed to an address in the city of dispatch, on the day following the date mailed; and if mailed to an address outside the city of dispatch on the seventh day following the date mailed. 4.16 LITIGATION JURISDICTION/VENUE This Agreement shall be enforceable in Miami-Dade County, Florida, and if legal action is necessary by either party with respect to the enforcement of any or all of the terms or conditions herein, exclusive venue for the enforcement of same shall lie in Miami- Dade County, Florida. BY ENTERING INTO THIS AGREEMENT, THE CONTRACTOR AND CITY EXPRESSLY WAIVE ANY RIGHTS EITHER PARTY MAY HAVE TO A TRIAL BY JURY OF ANY CIVIL LITIGATION RELATED TO, OR ARISING OUT OF, THIS AGREEMENT. 4.17 ENTIRETY OF AGREEMENT This Agreement and all exhibits hereto, shall embody the entire Agreement and understanding between the parties hereto, and there are no other agreements and understandings, oral or written with reference to the subject matter hereof that are not merged herein and superseded hereby. 4.18 LIMITATION OF CITY'S LIABILITY The City desires to enter into this Agreement only if in so doing the City can place a limit on the City's 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 9 exceeds the sum of $1,000. Contractor hereby expresses its willingness to enter into this Agreement with Contractor recovery from the City for any damage action for breach of contract to be limited to a maximum amount of $1,000. Accordingly, and notwithstanding any other term or condition of this Agreement, Contractor hereby agrees that the City shall not be liable to the Contractor for damages in an amount in excess of $1,000 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 Section 768.28, Florida Statutes. 4.19 COMPLIANCE WITH APPLICABLE LAWS The Contractor, its subcontractors, agents and employees, including with out limitation, any and all temporary personnel assigned to the City pursuant to this Agreement, shall comply with all applicable Federal, State, Miami-Dade County and City Laws, and with all applicable rules and regulations promulgated by local, state and national boards, bureau and agencies as they relate to the Agreement and /or the provision of services hereto. [REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK] 10 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their appropriate officials, as of the date first entered above. FOR CITY: CITY OF MIAMI BEACH, FLORIDA ATTEST: By: ~~ ~~ ~.~._._ Joe M. Gonzalez City Manager c~ i ~>~ /~.-~~ Date City Clerk Robert arc er ~ U,~ Date FOR CONTRACTOR: ATTEST: Secretary ~~C~ ~~ ~ ~ ~ .Q 1 i ~ Print Name ~:~~~~~~ Date ADVANCED DATA PROCESSING, INC. D/B/A INTERMEDIX - ADPI Presi en ~UU ~/lfti~~br~ Print ame Date APPROVED AS TO FORM & LANGUAGE & FOF~E~CECUTION 5 zY ~'~ at 11 EXHIBIT "A" 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 teamed 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; 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 At the termination of the Agreement, retum or destroy all PHI received from, or created or received by CONTRACTOR on behalf of CITY, and if return is not feasible, the protections of this Addendum will extend to such PHI. 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 Agreement or 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. m MIAMIBEACH City of Miami Beach, 1700 Convention Center Drive, Miami Beach, Florida 33139, www.miamibeachfl.gov PROCUREMENT Division Tel: 305.673.7490 ,Fax: 786.394.4006 June 9, 2008 To: Robert Parcher, City Clerk From: Pamela Leja-Katsaris Hi Bob: Following are 4 sets of a Professional Services Agreement that have been signed by the vendor, Advanced Data Processing, Inc. d/b/a Intermedix - ADPI and the City Manager. Please give me a call upon your signing the contracts, and I will pick these up and distribute accordingly. Thank you, 1 ~' ~ ~~~J ~ We are committed to providing excellent public service and safely to all who live, work, and play in our vibrant, tropicol, historic community.