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HomeMy WebLinkAbout2008-400 Resolution No 2008-400 2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY 0 SAN BERNARDINO AUTHORIZING THE EXECUTION OF A SERVICE AGREEMENT WITH LIEN ON ME, INC. TO PROVIDE BILL REVIEW SERVICE FOR THE CITY'S WORKERS' COMPENSATION PROGRAM THROUGH THE EN OF FISCAL YEAR 2008-2009 3 4 5 6 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: 7 SECTION 1: The Acting City Manager of the City of San Bernardino is hereby 8 authorized and directed to execute on behalf of said City an Agreement with Lien On Me, Inc. 9 for the provision of Workers' Compensation medical bill review services. A copy of the 10 Agreement is attached hereto marked Exhibit "A" and incorporated herein by reference as 11 though fully set forth at length. 12 SECTION 2: This purchase IS exempt from the formal contract procedures of 13 Section 3.04.010 of the San Bernardino Municipal Code, pursuant to Section 3.040.01O.B.3 of 14 said Code. 15 SECTION 3: Pursuant to this determination, the Director of Finance or his/her designee 16 is hereby authorized to issue a Purchase Order to Lien On Me, Inc. in the amount not to exceed 17 $100,000. 18 SECTION 4: The Purchase Order shall reference this Resolution No. 2008 -400 and 19 shall read "Lien On Me, Inc. for the provision of Workers' Compensation bill review services, 20 Purchase Order No. not to exceed $100,000" and shall incorporate the terms and 21 conditions ofthis Resolution and attached Services Agreement. 22 23 SECTION 5: The authorization to execute the above-mentioned agreement is rescinded 24 if the parties to the agreement fail to execute it within sixty (60) days of the passage of this 25 Resolution. //1 //1 1// 2008-400 2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY 0 SAN BERNARDINO AUTHORIZING THE EXECUTION OF A SERVICE AGREEMENT WITH LIEN ON ME, INC. TO PROVIDE BILL REVIEW SERVICE FOR THE CITY'S WORKERS' COMPENSATION PROGRAM THROUGH THE EN OF FISCAL YEAR 2008-2009 3 4 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and 5 Common Council of the City of San Bernardino at a j oint regular meeting thereof, held 22 Approved as to form: 23 JAMES F. PENMAN, City Attorney 24 25 2008-400 EXHIBIT" A" 2 3 4 5 6 7 8 9 10 11 12 13 ]4 15 16 17 18 19 20 21 22 23 24 25 SERVICES AGREEMENT THIS AGREEMENT is made and entered into this 20th day of October, 2008 ("Effective Date"), by and between the CITY OF SAN BERNARDINO, a charter city ("CITY"), and Lien On Me, Inc. ("CONSULTANT"). WITNESSETH: A. WHEREAS, CITY proposes to have CONSULT ANT perform the sefVlces described herein below; and B. WHEREAS, CONSULTANT represents that it has that degree of specialized expertise contemplated within California Government Code, Section 37103, and holds all necessary licenses to practice and perform the services herein contemplated; and C. WHEREAS, CITY and CONSULTANT desire to contract for professional services as described in the Scope of Services, attached hereto as Exhibit "1"; and D. WHEREAS, no official or employee of CITY has a financial interest, within the provisions of California Government Code, Sections 1090-1092, in the subject matter of this Agreement. NOW, THEREFORE, for and in consideration of the mutual covenants and conditions contained herein, the parties hereby agree as follows: 1.0. SERVICES PROVIDED BY CONSULTANT 1.1. Scope of Services. For the remuneration stipulated, CONSULTANT shall provide the professional services described in the Scope of Services attached hereto as Exhibit "1" and incorporated herein by this reference ("Services"). If a conflict arises between the Scope of Services document and this Professional Services Agreement (hereinafter "Agreement"), the terms of the Agreement shall govern. 1.2. Professional Practices. All Services to be provided by CONSULTANT pursuant to this Agreement shall be provided by skilled personnel and in a manner consistent with the standards of care, diligence and skill ordinarily exercised by professional consultants in similar fields and circumstances in accordance with sound professional practices. CONSULTANT 2008-400 also warrants that it is familiar with all laws that may affect its performance of this Agreement 2 and shall advise CITY of any changes in any laws that may affect CONSULTANT's 3 performance of this Agreement if the CONSULTANT has actual knowledge of such changes. 4 CONSULTANT and the CITY each represent that no CITY employee will provide any Services 5 under this Agreement. 6 1.3. Warrantv. CONSULTANT warrants that it shall perform the Services required 7 by this Agreement in compliance with all applicable Federal and California employment laws 8 including, but not limited to, those laws related to minimum hours and wages; occupational 9 health and safety; fair employment and employment practices; workers' compensation insurance 10 and safety in employment; and all other Federal, State and local laws and ordinances applicable II to the services required under this Agreement. CONSULTANT shall indemnify and hold 12 harmless CITY from and against all claims, demands, payments, suits, actions, proceedings, and 13 judgments of every nature and description including reasonable attorneys' fees and costs, or 14 recovered against CITY to the extent arising from CONSULTANT's violation of any such 15 applicable law. , 16 1.4. Non-discrimination. In performing this Agreement, CONSULTANT shall not 17 engage Ill, nor permit its officers, employees or agents to engage in, discrimination in 18 employment of persons because of their race, religion, color, national origin, ancestry, age, 19 mental or physical disability, medical condition, marital status, sexual gender or sexual 20 orientation, except as permitted pursuant to Section 12940 of the Government Code. Violation 21 of this provision may result in the imposition of penalties referred to in Labor Code, Section 22 1735. 23 1.5 Non-Exclusive Agreement. CONSULTANT acknowledges that CITY may enter 24 into agreements with other consultants for services similar to the Services that are subject to this 25 Agreement or may have its own employees perform services similar to those services contemplated by this Agreement. 2 2008-400 1.6. Delegation and Assignment. This is a personal service contract, and the duties 2 set forth herein shall not be delegated or assigned to any person or entity without the prior 3 written consent of CITY, which consent shall not be umeasonably withheld or delayed. 4 CONSULTANT may engage a subcontractor(s) as permitted by law and may employ other 5 personnel to perform services contemplated by this Agreement at CONSULTANT's sole cost 6 and expense. 7 1.7 Dutv of LovaltvlConflict of Interest. The CONSULTANT understands and 8 agrees that as the CITY's consultant, CONSULTANT shall maintain a fiduciary duty and a duty 9 of loyalty to the CITY in performing CONSULTANT's obligations under this Agreement. 10 CONSULTANT, in performing its obligations under this Agreement, is governed by 11 California's conflict of interest laws, Govemment Code Section 87100 et seq., and Title 2, 12 California Code of Regulations, Section 18700 et seq. 13 1.8 CITY Business Certificate. CONSULTANT shall obtain and maintain during 14 the term of this Agreement, a valid CITY Business Registration Certificate pursuant to Title 5 15 of the City of San Bernardino Municipal Code and any and all other licenses, permits, 16 qualifications, insurance and approvals of whatever nature that are legally required of 17 CONSULTANT to practice its profession, skill or business. 18 2.0. COMPENSATION AND BILLING 19 2.1. Compensation. Except as provided herein, CONSULTANT compensation shall 20 be as set forth in Exhibit" I ". 21 2.2. Additional Services. CONSULTANT shall not receive compensation for any 22 services provided outside the scope of services specified in Exhibit "I" unless the CITY, prior 23 to CONSULT ANT performing the additional services, approves such additional services 24 in writing. It is specifically understood that oral requests and/or approvals of such additional 25 services or additional compensation shall be barred and are unenforceable. 2.3. Method of Billing. CONSULTANT may submit invoices to CITY for approval. Said invoice shall be based on the total of all CONSULTANT's services which have been 3 2008-400 performed in accordance with the terms of this Agreement during the period covered by such 2 invoice. CITY shall pay CONSULTANT's invoice within thirty (30) days from the date CITY 3 receives said invoice. The invoice shall describe in detail the services performed and the 4 associated time for completion. Any additional services approved and performed pursuant to 5 this Agreement shall be designated as "Additional Services" and shall identify the number of the 6 authorized change order, where applicable, on all invoices. 7 2.4. Records and Audits. Records of CONSULT ANT's Services directly relating to 8 this Agreement shall be maintained in accordance with generally recognized accounting 9 principles and shall be made available to CITY for inspection and/or audit at mutually 10 convenient times for a period of three (3) years from the Effective Date. Any such inspection 11 shall be conducted at the CITY's expense, during normal business hours and upon reasonable 12 prior written notice to CONSULTANT. Such audit shall also be subject to the execution of a 13 confidentiality agreement regarding inadvertent access to confidential information not related to 14 the CITY. 15 3.0. TERM AND NOTIFICATION. 16 3.1. Term. This Agreement shall commence on the Effective Date and continue until 17 June 30, 2009 unless the Agreement is previously terminated as provided for herein. 18 3.2 Termination. CITY or CONSULTANT may terminate the Services provided 19 under Section 1.1 of this Agreement upon thirty (30) days written notice to the other party. In 20 the event of termination, CONSULTANT shall be paid the reasonable value of Services 21 rendered to the date of termination. 22 3.3 Documents. In the event of an early termination of this Agreement, all 23 documents prepared by CONSULTANT in its performance of this Agreement including, but not 24 limited to, workers' compensation medical bills, shall be delivered to the CITY within ten (10) 25 days of delivery of termination notice to CONSULTANT, at no cost to CITY. Any use of uncompleted documents without specific written authorization from CONSULTANT shall be at CiTY's sole risk and without liability or legal expense to CONSULTANT. 4 2008-400 4.0. INSURANCE 2 4.1. Scope and Limits of Insurance. CONSULT ANT shall obtain and maintain 3 during the term of this Agreement all of the following insurance coverages: 4 (a) Commercial general liability, including premises-operations, 5 productslcompleted operations, broad form property damage, blanket 6 contractual liability, independent contractors, personal injury with a 7 policy limit of One Million Dollars ($1,000,000.00), combined single 8 9 limits, per occurrence and aggregate. Automobile liability for owned vehicles, hired, and non-owned vehicles, (b) 10 with a policy limit of One Million Dollars ($1,000,000.00), combined 11 single limits, per occurrence and aggregate. 12 (c) Workers' compensation insurance as required by the State of California. 13 4.2. Endorsements. The commercial general liability insurance policy shall contain 14 or be endorsed, using general policy endorsements, to contain the following provisions: 15 (a) Additional insureds: "The City of San Bernardino and its elected and 16 appointed boards, officers, and employees are additional insureds with 17 respect to their vicarious liability arising out of CONSULTANT's 18 performance of the Services hereunder." 19 (b) Other insurance: "Any other insurance maintained by the City of San 20 Bernardino shall be excess and not contributing with the insurance 21 provided by this policy with respect to claims arising solely and directly 22 from CONSULTANT's provision of the Services." 23 4.3. Certificates of Insurance. CONSULTANT shall provide to CITY certificates of 24 insurance showing the insurance coverages and required endorsements described above, prior to 25 performing any services under this Agreement. 5 2008-400 4.4. Non-limiting. Nothing in this Section shall be construed as limiting in any way, 2 the indemnification provision contained in this Agreement, or the extent to which 3 CONSULT ANT may be held responsible for payments of damages to persons or property. 4 4.5 Notice of Cancellation: CONSULT ANT shall provide the CITY thirty (30) days 5 prior written notice of cancellation of or a material change in any of the required coverages. 6 5.0. GENERAL PROVISIONS 7 5.1. Entire Agreement: This Agreement, together with Exhibit "1" attached hereto 8 constitutes the entire Agreement between the parties with respect to any matter referenced 9 herein and supersedes any and all other prior writings and oral negotiations. This Agreement 10 niay be modified only in writing, and signed by the parties in interest at the time of such 11 modification. The terms of this Agreement shall prevail over any inconsistent provision in any 12 other contract document appurtenant hereto, including the exhibit to this Agreement. 13 5.2. Notices. Any notices, documents, correspondence or other communications 14 concernmg this Agreement or the work hereunder may be provided by personal delivery, 15 deemed served or delivered: a) at the time of delivery if such communication is sent by personal 16 delivery; b) at the time of transmission if such communication is sent by facsimile; and c) 48 17 hours after deposit in the U.S. Mail as reflected by the official u.s. postmark if such 18 communication is sent through regular United States mail. 19 IF TO CONSULTANT: IF TO CITY: 20 Goldie Galstjan, Vice-President of Client Services Lien On Me, Inc. P.O. Box 91630 Pasadena, CA 91109 Telephone: (626) 921-1120 Fax: (626) 921-1132 Linn Livingston, Human Resources Director City of San Bernardino 300 North "D" Street San Bemardino, CA 92418 Telephone: (909) 384-5161 Fax: (909) 384-5397 21 22 23 24 5.3. Attorneys' Fees: In the event that litigation is brought by any party in connection 25 with this Agreement, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, 6 2008-400 conditions, or provisions hereof. The costs, salary and expenses of the City Attorney and 2 members of his office in enforcing this contract on behalf of the CITY shall be considered as .3 "attorneys' fees" for the purposes of this Agreement. 4 5.4. Governing Law. This Agreement shall be govemed by and construed under the 5 laws ofthe State of California without giving effect to that body of laws pertaining to conflict of 6 laws. In the event of any legal action to enforce or interpret this Agreement, the parties hereto 7 agree that the sole and exclusive venue shall be a court of competent jurisdiction located in San 8 Bernardino County, California. 9 5.5. Assignment: CONSULTANT shall not voluntarily or by operation of law 10 as'sign, transfer, sublet or encumber all or any part of CONSULTANT's interest in this II Agreement to an umelated third party without CITY's prior written consent, which consent shall 12 not be umeasonably withheld or' delayed. Any attempted assignment, transfer, subletting or 13 encumbrance shall be void and shall constitute a breach of this Agreement and cause for 14 termination of this Agreement. Regardless of CITY's consent, no subletting or assignment shall 15 release CONSULTANT of CONSULTANT's obligation to perform all other obligations to be 16 performed by CONSULTANT hereunder for the term of this Agreement. 17 5.6. Indemnification and Hold Harmless. CONSULTANT shall protect, defend, 18 indemnify and hold harmless CITY and its elected and appointed officials, boards, 19 commissions, officers and employees from any and all claims, losses, demands, suits, 20 administrative actions, penalties, liabilities and expenses, including reasonable attomeys' fees, 21 damage to property or injuries to or death of any person or persons or damages of any nature 22 including, but not limited to, all civil claims or workers' compensation claims to the extent 23 directly arising from or in CONSULTANT's negligent or wrongful acts or omissions in 24 connection with the performance under this Agreement. 25 5.7. Independent Contractor. CONSULTANT, at all times while performing under this Agreement, is and shall be acting as an independent contractor and not as an agent or employee of CITY . CONSULT ANT shall secure, al his expense, and be responsible for any 7 2008-400 and all payment of wages, benefits and taxes including, but not limited to, Income Tax, Social 2 Security, State Disability Insurance Compensation, Unemployment Compensation, and other 3 payroll deductions for CONSULTANT and its officers, agents, and employees, and all business 4 licenses, if any are required, in connection with the Services to be performed hereunder. Neither 5 CONSULTANT nor its officers, agents and employees shall be entitled to receive any benefits 6 which employees of CITY are entitled to receive and shall not be entitled to Workers' 7 Compensation insurance, unemployment compensation, medical insurance, life insurance, paid 8 vacations, paid holidays, pension, profit sharing or Social Security on account of 9 CONSULTANT and its officers', agents' and employees' work for the CITY. This Agreement 10 does not create the relationship of agent, servant, employee partnership or joint venture between 11 the CITY and CONSULTANT. 12 5.8. Conflict of Interest Disclosure: CONSULT ANT or its employee may be subject 13 to the provisions of the California Political Reform Act of 1974 (the "Act"), which (I) requires 14 such persons to disclose financial interests that may be materially affected by the work 15 performed under this Agreement, and (2) prohibits such persons from making or participating in 16 making decisions that will have a foreseeable financial affect on such interest. 17 CONSULTANT shall conform to all requirements of the Act. Failure to do so 18 constitutes a material breach and is grounds for termination of the Agreement by CITY. 19 5.9. Responsibilitv for Errors. CONSULTANT shall be responsible for its work and 20 results under this Agreement. CONSULTANT, when requested, shall fumish clarification 21 and/or explanation as may be required by the CITY's representative, regarding any services 22 rendered under this Agreement at no additional cost to CITY. In the event that an error or 23 omission attributable to CONSULTANT occurs, then CONSULTANT shall, at no cost to 24 CITY, provide all other CONSULTANT professional services necessary to rectify and correct 25 the matter to the sole satisfaction of CITY and to participate in any meeting required with regard to the correction. CONSULTANT will assume the information supplied by the CITY, (or 8 2008-400 on its behalf by third parties) is accurate and complete. CONSULTANT's responsibilities (and 2 associated compensation) do not include independent verification of required information. 3 Problems with information quality and/or delays in providing such information may result in a 4 delay in the performance of the Services or an increase in fees. 5 5.10. Prohibited Employment. CONSULTANT shall not employ any current 6 employee of CITY to perform the work under this Agreement while this Agreement is in effect. 7 5.11. Costs. Each party shall bear its own costs and fees incurred in the preparation 8 and negotiation of this Agreement and in the performance of its obligations hereunder except as 9 expressly provided herein. 10 5.12. No Third Partv Beneficiarv Rights. This Agreement is entered into for the sole 11 benefit of CITY and CONSULTANT and no other parties are intended to be direct or incidental 12 beneficiaries of this Agreement and no third party shall have any right in, under or to this 13 Agreement. 14 5.13. Headings Paragraphs and subparagraph headings contained in this Agreement 15 are included solely for convenience and are not intended to modify, explain or to be a full or 16 accurate description of the content thereof and shall not in any way affect the meaning or 17 interpretation of this Agreement. 18 5.14. Amendments. Only a writing executed by all of the parties hereto or their 19 respective successors and assigns may amend this Agreement. 20 5.15. Waiver. The delay or failure of either party at any time to require performance 21 or compliance by the other of any of its obligations or agreements shall in no way be deemed a 22 waiver of those rights to require such performance or compliance. No waiver of any provision 23 of this Agreement shall be effective unless in writing and signed by a duly authorized 24 representative of the party against whom enforcement of a waiver is sought. The waiver of any 25 right or remedy with respect to any occurrence or event shall not be deemed a waiver of any right or remedy with respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver. 9 2008-400 representative of the party against whom enforcement of a waiver is sought. The waiver of any 2 right or remedy with respect to any occurrence or event shall not be deemed a waiver of any 3 right or remedy with respect to any other occurrence or event, nor shall any waiver constitute a 4 continuing waiver. 5 5.16. Severabilitv. If any provision of this Agreement is determined by a court of 6 competent jurisdiction to be invalid or unenforceable for any reason, such determination shall 7 not affect the validity or enforceability of the remaining terms and provisions hereof or of the 8 offending provision in any other circumstance, and the remaining provisions of this Agreement 9 shall remain in full force and effect. 10 5.17. Counterparts: This Agreement may be executed in one or more counterparts, II each of which shall be deemed an original. All counterparts shall be construed together and 12 shall constitute one agreement. 13 5.18. Corporate Authoritv. The persons executing this Agreement on behalf of the 14 parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said 15 parties and that by doing so, the parties hereto are formally bound to the provisions of this 16 Agreement. 17 I II 18 I I I 19 I I I 20 I I I 21 I I I 22 II I 23 II I 24 I II 25 I I I 10 2008-400 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day 2 and date first above shown. 3 ATTEST: CITY OF SAN BERNARDINO 4 MunicipaL llrporation and Charter . 5 ~i &vJ>) / 6 M einberg, Interim City Manager ~~~ 7 CONSULTANT: BY~~ 8 9 Approved as to form: 1tssfi'~1 l.1Jo'\D.1 ~k 10 JAMES F. PENMAN fYt"IA~ 11 City Attorney 12 14 )-~ 13 15 16 17 18 HRlAgenda Items:LOM.2008 19 20 21 22 23 24 25 11 2008-400 EXHIBIT "1" Scope of Services Medical Bill Review Services. CONSULTANT will process Workers' Compensation medical bills, pharmacy bills and medical legal bills '(for treatment and diagnostic services), and make appropriate recommendations for adjustments for compliance with the Official Medical Fee Schedule mandated by the Department of Workers" Compensation of the State of California ("DWC"). CONSULTANT will process medical-legal bills for consultative services and make appropriate recommendations for adjustments for compliance with the DWC's medical-legal evaluation guidelines. Medical Bill Review Reports. CONSULTANT will deliver to CITY the following reports: . An Explanation of Review ("EOR") for each bill review during each weekly cycle; . An Invoice and Itemized Billing Report listing each bill reviewed during each weekly cycle; and . A Monthly Savings Report listing, the gross savings, fees, and net savings to CITY through the use of Medical Bill Review services. Medical Bill Review Fees. For each Medical Bill Review services set forth, City shall pay to CONSULT ANT as follows: . $7.25 per bill for treating physician services . $4.00 per bill for pharmacy bills . 5% of savings for inpatient loutpatient hospital bill . 25% of savings for PPO . 20% of savings for PPO (Negotiations and U & C) . $.040 per bill for WCIS State Reporting . WCAB appearances (expert witness) for LOM bills reviewed at no charge. . Duplicates and LOM Reconsiderations no charge Preferred Provider Organization. CONSULTANT utilizes Preferred Provider Organization ("PPO") contracts. CONSULTANT will process and apply contract rates to workers' compensation bills (inpatient and outpatient) from provider members of the PPO. PPO Reports. CONSULTANT will provide to CITY a monthly report which summarizes the following information for all PPO bills and a report which itemizes the following information for each bill: . Gross charges submitted; . Recommended allowance to be paid by CITY based on PPO contract rates; and . Resulting savings to City. 2008-400 PPO Fees. For the PPO services, CITY shall pay to CONSULTANT a PPO fee of26% of savings. Hospital Bill Audit. CONSULTANT will review inpatient hospital bills. All submissions will first be screened to establish whether a need for further audit exists. If the screening process results in a recommendation for audit, scheduling will take place. The audit may either be a desk audit or an on-site audit. All necessary documentation and authorizations will be handled by the audit staff. The audit process will provide a detail of provider overcharges and identification of items unrelated to the covered diagnosis of services billed. Services billed, but not delivered, will also be noted. Hospital Bill Audit Reports. CONSULT ANT will provide the following reports: . An Audit Report for each bill reviewed; and . An invoice for each bill reviewed; and . A monthly report listing the gross savings, fees and net savings for each bill reviewed during the month. Hospital Bill Audit Fees. The fees for Hospital Bill Audit are $105 an hour. Invoices. CONSULTANT shall invoice City of San Bemardino bi-monthly for the fees set forth. The City shall pay each invoice within thirty (30) days ofreceipt. A service charge of one and one-half percent (1.5%) per month will be added to any invoices that are not paid within thirty (30) days. 2