Loading...
HomeMy WebLinkAbout26- Fire CITY OF SAN BERNARDINO—REQUEST FOR COUNCIL ACTIO'O R t G I N A L From: Michael J. Conrad, Fire Chief Subject: Resolution authorizing the execution of an agreement and issuance of an annual purchase order to Fire Recovery USA to provide billing services for hazardous spills resulting from traffic Dept: Fire collisions. Date: August 6,2009 MC/C Meeting Date: August 17, 2009 Synopsis of Previous Council Action: 02/02/09 Resolution 2009-19 amending the city's master fee schedule, resolution number 2008-149 establishing a fee for the Fire Department removal of hazardous materials spills resulting from traffic collisions. RECOMMENDATION: Adopt resolution. Signature Contact Person: Michael J. Conrad, Fire Chief Phone: (909) 384-5286 Supporting data attached: Staff Report, Resolution, Agreement, and Proposal Ward: Citywide FUNDING REQUIREMENTS: Amount: 584.440 Source: (Acct. No.) 001-202-5505 Other Professional Services Finance: Council Notes: SV °2609--:Y Agenda Item No._�_ STAFF REPORT Subject: Resolution authorizing the execution of an agreement and issuance of an annual purchase order to Fire Recovery USA to provide billing services for hazardous spills resulting from traffic collisions. Background: The Fire Department is implementing a new service fee to recover costs for actions taken at traffic collisions that leave hazardous materials on public right of ways. These hazardous materials include gasoline, diesel, hydraulic fluid, radiator fluid, lubricants, and battery acid. During these incidents, fire personnel contain and remove spilled material from the accident site, and secure the vehicle(s) in preparation for towing so that no further release of harmful materials will occur. Fees would be charged for the response, clean-up and proper disposal of any leaking materials. This will be accomplished by billing the insurance company of the at-fault driver. On May 12, 2009, a Request for Quote (RFQ) #F-09-12 was issued to solicit formal bids for the Fire Department's Hazardous Spills Billing Service. Notices inviting bids from qualified vendors were distributed to the San Bernardino Area Chamber of Commerce, the City's Web Site, and advertised in The San Bernardino County Sun Newspaper. The RFQ #F-09-12 packages were mailed to nine (9) vendors including one (1) local vendor within the city limits. On June 9, 2009, the City received three (3)proposals which were evaluated to meet the city's technical specification for the hazardous spills billing service (see attachments A&D). An evaluation committee was developed to review the bid proposals and rated them on a scale of 0-100. Compliance with technical specifications, price, and experience were considered. Fire Recovery USA received the highest over-all evaluation for the billing service proposal. Based on the Score sheet provided, the committee recommends Fire Recovery USA to conduct this service for the city(attachment B). Below is an overview of the evaluation: 1. Capabilities: All the bidders were very good. Revenue Rescue is an EMS billing agency that is moving into Haz Mat billing, but has not yet adequately developed that aspect of their business process to our satisfaction. The means of documentation for data collection is computer based "Tough Book"which we are utilizing for our EMS billing with Intermedics/Revenue Rescue. The implementation of the computer data collection is in its infancy for us in the field and may cause further delay in implementation of this program. Trying to implement a program on the same computer used for EMS will cause further delays and not recommended at this time. EF Recovery and Fire Recovery USA 1 were rated as equally capable to perform the billing for the City of San Bernardino. 2. Qualifications and Experience: Fire Recovery USA was determined to be the most qualified and in the best interest of the City. EF Recovery scored second with Revenue Rescue who is also qualified in EMS but scored lowest for Haz Mat billing. Revenue Rescue data collection and transfer of data on a program that is difficult and time consuming will only cause further delays in implementation of this program. The Fire Recovery data collection and submittal was reported by other users to be easy to enter and track with less information required to collect for proper billing and collection. The ease of data collection and input via the secure internet program will put the fire units back in-service sooner. Fire Recovery USA will hire and dedicate a local liaison to work with the Fire Department for the training and expertise to the program. The Liaison is paid for by Fire Recovery. Fire Recovery USA is a dedicated company that provides collections for the type of service we are looking for with more clients in California than any other company that responded to our RFP. During the data collection process, Fire Recovery will respond to any question regarding any bill via phone call, Fax, and e-mail without a charge. EF Recovery qualification are good but they do not offer the services of a local liaison. We feel that the local liaison dedicated to San Bernardino will get the program rolling quicker and produce more returns due to the additional staff help. 3. Reasonableness of Cost: EF Recovery will charge additional fees for claims submitted by Facsimile, e-mail, or US mail. EF Recovery will charge an additional $19 for claims submitted by telephone, or a $50 charge for any police report in addition to their 14% charge for billing. On a simple minimum billing of $291, EF recovery charges 14% ($40.74), Fire Recovery USA would charge 17% ($49.47) or 20% (58.20) if the collection rate exceeds 65%. If a police report was needed to prove that a driver was at fault, an additional $50 would be added to the EF Recovery charge of$40.47 to bring the price to $90.47. That would be at a rate of approx 32.5%. With the additional charge opportunity, EF Recovery scored the lowest. Fire Recovery has no hidden charges or fees. The charge for collection by Fire Recovery is 17% when the collection rate is less than 65%. When the collection rate exceeds 65% the collection rate will move to 20%. This incentive to collect and achieve the higher rate will likely bring more revenue to the City even at the rate of 20%. Collection rates from Fire Recovery typically range from 75%to 95%, according to references. 4 Completeness of Response: Fire Recovery, EF Recovery and Revenue Rescue RFP's were all complete with very good detail 5. Local Vendor Preference:None of the vendors are local to San Bernardino. Although Fire Recovery USA is a California State business with employees working within the State and tax revenues are remaining within California. Fire Recovery is in the State of California and based in the City of Roseville with local representation. Training for Fire personnel will be provided on the 48/96 schedule without limitations to the number of training classes given. Continuous on site training 2 will be provided by the dedicated support team. Billing follow-up access and tracking is available to staff personnel 24/7 through a secure internet connection. Collection fee will be based on actual collection of monies from insurance groups. The collection rate for these incidents is estimated at 70%. This rate is based on what other fire departments are currently billing for like service and are collecting. Fire intends to contract the billing for this service to an outside agency that specializes in this area. The typical billing company charges a 25% fee for billing the insurance companies. Although this varies with different billing services, Fire Recovery will not exceed 20% for the service. The bids for service are between (14) fourteen and (20) twenty percent with this RFP. Pursuant to the City's bidding process, it is recommended that Fire Recovery USA be awarded the agreement under RFQ #F-09-12 for billing for Hazardous Spills services. Fire staff recommends that an annual purchase order be issued for one year, from August 3, 2009 through July 31, 2010, with automatic renewals for successive two single-year options unless either party gives the other party notice of cancellation. The agreement provides that either party may terminate this agreement by giving not less than thirty(30) days written notice to the other party of said intent to terminate. Financial Impact: Compensation to Fire Recovery USA is a percentage not to exceed twenty percent (20%) of amounts collected on behalf of the Fire Department under the billing program. Therefore, it is estimated that approximately $84,440 of the annual gross revenue will be paid to Fire Recovery USA for hazardous spill billing services. Funds to cover this contract cost were included in the Fire Department's FY 2009-2010 Budget, account #001-202-5505 (Other Professional Services). Since the vendor is paid based on a percentage of revenues collected, should revenues exceed projections there will be a corresponding increase in contract costs. However, the increased revenue will more than offset any possible increases in contract costs. Recommendation: Adopt resolution. 3 1 RESOLUTION NO. COPY 2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN AGREEMENT AND 3 ISSUANCE OF AN ANNUAL PURCHASE ORDER TO FIRE RECOVERY USA TO PROVIDE BILLING SERVICES FOR HAZARDOUS SPILLS RESULTING FROM TRAFFIC 4 COLLISIONS. 5 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY 6 OF SAN BERNARDINO AS FOLLOWS: 7 SECTION I. Fire Recovery USA,is the best responsible bidder regarding billing services 8 for hazardous spills resulting from traffic collisions,in accordance with Bid Specification#F-09-12; 9 SECTION 2. The City Manager is hereby authorized and directed to execute on behalf of to City a Services Agreement with Fire Recovery USA, a copy of which is attached hereto, marked 11 Attachment "A" and incorporated herein by reference as fully as though set forth at length. 12 SECTION 3. Said agreement will be for billing collection services for hazardous spills 13 fees for the period of August 3, 2009 through July 31, 2010 with two one-year renewal options; 14 contingent upon funds being available and allocated in the budget; 15 SECTION 4. The Purchasing Manager is authorized to issue an annual purchase order to 16 Fire Recovery USA. The annual purchase order is for one year with the option of two single-year 17 extensions. All other bids are hereby rejected; 18 SECTION 5. The Fire Recovery USA Annual Purchase Order shall incorporate by reference 19 this Resolution and Bid Specification#F-09-12 and shall be paid for such services a percentage not 20 to exceed 20% of amounts collected on behalf of the City of San Bernardino Fire Department. 21 SECTION 6. The authorization to execute the above referenced Agreement and Annual 22 Purchase Order is rescinded if the parties to the Agreement fail to execute it within sixty(60)days 23 of the passage of this Resolution. 24 25 26 27 28 f V7 dp 1 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN AGREEMENT AND ISSUANCE 2 OF AN ANNUAL PURCHASE ORDER TO FIRE RECOVERY USA TO PROVIDE BILLING SERVICES FOR HAZARDOUS SPILLS RESULTING FROM TRAFFIC COLLISIONS. 3 4 s I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and 6 Common Council of the City of San Bernardino at a meeting thereof, held on the_ 7 day of 2009, by the following vote, to wit: 8 COUNCIL MEMBERS: AYES NAYS ABSTAIN ABSENT 9 ESTRADA 10 BAXTER 11 BRINKER 12 SHORETT 13 KELLEY 14 JOHNSON 15 MC CAMMACK 16 17 Rachel Clark, City Clerk 18 The foregoing Resolution is hereby approved this_day of , 2009. 19 20 21 PATRICK J. MORRIS, Mayor 22 City of San Bernardino 23 Approved as to form: 24 JAMES F. PENMAN, City Attorney 25 / 26 By 27 I 28 SERVICES AGREEMENT FIRE RECOVERY USA, LLC This Services Agreement ("Agreement") is made effective as of 2009 ("Effective Date"), by and between FIRE RECOVERY USA, LLC., a Califomia limited liability company ("Company"), and CITY OF SAN BERNARDINO, ("City"). The Company and City are referred to herein individually as a"party" and collectively as the"parties." RECITALS WHEREAS, Company engages in the business of performing billing and collection services ("Company Services") for United States fire departments in connection with motor vehicle accidents ("MVA") at which the fire departments provide emergency services; WHEREAS, City seeks the services of Company to assist with the billing and collection of charges for hazardous materials cleanup services that the San Bernardino Fire Department ("Fire Department")provides in connection with MVAs; and WHEREAS, Company and City desire to enter into this Agreement regarding the Company Services to be provided to City. NOW, THEREFORE, in consideration of the mutual representations, warranties and covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Company and City agree as follows: ARTICLE 1 ENGAGEMENT I.I. Engagement. City hereby engages Company to provide the Company Services set forth in the "List of Company Services" attached hereto as Schedule "A" and incorporated herein by reference, and City hereby accepts such engagement, all on the terms and conditions set forth herein. Company will determine the method, detail and means of performing the services detailed below. 1.2 Term. The Term of this Agreement shall be for one year commencing August 3, 2009 through July 31, 2010. The Agreement shall automatically renew for two successive single year periods (option 1 August 1, 2010 to July 31, 2011; option 2 August 1, 2011 to July 31, 2012)unless either Party gives the other Party notice of cancellation as provided in Section 8.1. ARTICLE 2 REPRESENTATIONS AND WARRANTIES 1 n�f 2.1. Representations and Warranties of Company. Company hereby represents and `. warrants to City that, at all times during the term of this Agreement, Company is a limited liability company duly organized, validly existing and in good standing under the laws of the State of California. 2.2. RR resentations and Warranties of City. City hereby renresents and warrants to Company that, at all times during the term of this Agreement,Fire Department is a municipal fire department and organized fire fighting unit established pursuant to the laws of the State of California and ordinances of the City of San Bernardino in which Fire Department is located. ARTICLE 3 COMPANY STATUS AND QUALIFICATIONS 3.1. Independent Contractor. Company enters into this Agreement, and will remain throughout the term of the Agreement, as an independent contractor. Company agrees that it will not become an employee,partner, agent or principal of City while this Agreement is in effect. 3.2. Payment of Income Taxes. Company is responsible for paying when due all income taxes, including estimated taxes, incurred as a result of the compensation paid by City to Company for services rendered under this Agreement. On request, Company will provide City with proof of timely payment. Company agrees to indemnify City for any claims, costs, losses, fees, penalties, interest, or damages suffered by City resulting from Company's failure to comply with this provision. 3.3. Use of Employees or Subcontractors. Company may, at Company's own expense, use any employees or subcontractors as Company deems necessary to perform the services required of Company by this Agreement. City may not control, direct, or supervise Company's employees or subcontractors in the performance of those services. 3.4. Oualifications. Company represents that it is qualified and has the skills necessary to perform the services under this Agreement in a competent and professional manner, without the advice or direction of City. 3.5. Ownership Interest. Company will have no ownership interest in Fire Department. 3.6. No Benefit Contributions. Company shall have no obligation under this Agreement to compensate or pay applicable taxes or provide employee benefits of any kind to any person employed or retained by City. 3.7 Billing. Collections and Endorsement. Company shall bill and collect ("Collections") all revenue earned by and due to City, in connection with Fire Department's clean-up of hazardous materials at the sites of MVAs and may receive all Collections on City's behalf. Company may give satisfaction for monies due on account and withdraw any claims pertaining to or arising out of Company's or City's right to collect such amounts. Company may 2 take possession of and endorse in City's name any notes, checks, money orders, and any other instruments received as Collections. ARTICLE 4 GENERAL RESPONSIBILITIES OF COMPANY 4.1. Minimum Amount of Service. Company agrees to devote as much time and attention to the performance of the Company Services under this Agreement as may be required to provide the services described herein according to the highest industry standards. 4.2. Company Services. Contractor agrees to perform the Company Services related to billing and collections set forth in the "List of Company Services" attached hereto as Schedule "A"and incorporated herein by reference. 4.3. Non-Exclusive Relationship. Company may represent, perform services for, and contract with as many additional clients, persons, or companies as Company, in Company's sole discretion, sees fit. 4.4. Time and Place of Performing Work. Company may perform the services under this Agreement at any suitable time and location Company chooses. 4.5. Materials and Equipment. Company will supply all materials and equipment required to perform the services under this Agreement. 4.6 Workers' Compensation. Company agrees to provide workers' compensation insurance for Company and Company's employees and agents and agrees to hold harmless and indemnify City for any and all claims arising out of any injury, disability, or death of any of Company's employees or agents. 4.7. Non-Discrimination. In the performance of this Agreement and in the hiring and recruitment of employees, VENDOR shall not engage in, nor permit its officers, employees or agents to engage in, discrimination in employment of persons because of their race, religion, color, national origin, ancestry, age, mental or physical disability, medical condition, marital status, sexual gender or sexual orientation, or any other status protected by law. 4.8 Business Registration Certificates and Other Requirements. VENDOR warrants that it possesses or shall obtain, and maintain a business registration certificate pursuant to Chapter 5 of the Municipal Code, and any other licenses, permits, qualifications, insurance and approval of whatever nature that are legally required of VENDOR to practice its business or profession. 4.9 Assignment. Neither this Agreement nor any duties or obligations under this Agreement may be assigned by Company without the prior written consent of City, which consent shall not be unreasonably withheld. 3 ARTICLE 5 COMPENSATION OF COMPANY 5.1. Compensation for Company Services. All Company Services provided pursuant to this Agreement will be provided in accordance with the terms, including compensation amounts and schedule of remittance, set forth in the "List of Company Services," attached hereto as Schedule A. 5.2. The provisions of Article 11 of this Agreement will govern any dispute associated with compensation. ARTICLE 6 OBLIGATIONS OF CITY 6.1. CooReeration of City. The City agrees to comply with all reasonable requests of Company and provide access to all documents reasonably necessary to the performance of Company's duties under this Agreement. 6.2. Assignment. Neither this Agreement nor any duties or obligations under this Agreement may be assigned by City without the prior written consent of Company, which consent shall not be unreasonably withheld. ARTICLE 7 CITY AUTHORIZATION 7.1. Authorization. Notwithstanding other provisions of this Agreement, Company shall obtain authorization from City prior to performing any of the following: (a) The sale conveyance, transfer, pledge exchange, assignment, hypothecation, or encumbrance of City's interest in any sums owed to City; and (b) All other limitations as stated by the terms of this Agreement. ARTICLE 8 TERMINATION OF AGREEMENT 8.1. Termination on Notice. Notwithstanding any other provision of this Agreement, either party may terminate this Agreement at any time by giving thirty (30) days written notice to the other party. Unless earlier terminated as set forth below, this Agreement shall be effective as of the date first set out above and shall continue for a period of two (2) years with City's option to renew for two additional two (2) year periods. 8.2. Termination on Occurrence of Stated Events. This Agreement will terminate automatically on the occurrence of any of the following events: 4 (a) Bankruptcy or insolvency of either party. Assignment of this Agreement by either party without the consent of the other party. The parties agree that neither party will unreasonably withhold consent to such an assignment. 8.3 Termination for Default. If either party defaults in the performance of this Agreement or materially breaches any of its provisions, the non-breaching party may terminate this Agreement by giving written notification to the breaching party. Termination will take effect immediately on receipt of notice by the breaching party or five (5) days after mailing of notice, whichever occurs first. For the purposes of this paragraph, material breach of this Agreement includes, but is not limited to, the following: (a) Company's failure to complete the services specified in the Description of Services. (b) City's material breach of any representation, warranty or agreement contained in this Agreement. (c) Company's material breach of any representation, warranty or agreement contained in this Agreement. (d) Fire Department's yearly billable run volume is at or below six (6) runs. ARTICLE 9 PROPRIETARY RIGHTS 9.1. Confidential Information. Any written, printed, graphic, or electronically or magnetically recorded information furnished by City for Company's use are the sole property of City. This proprietary information includes, but is not limited to, customer requirements, customer lists, marketing information, and information concerning the City's employees, products, services, prices, operations, and subsidiaries. Company will keep this confidential information in the strictest confidence, and will not disclose it by any means to any person except with the City's approval, and only to the extent necessary to perform the services under this Agreement. This prohibition also applies to Company's employees, agents, and subcontractors. On termination of this Agreement, Company will return any confidential information in Company's possession to City. ARTICLE 10 INDEMNIFICATION AND INSURANCE REQUIREMENTS 10.1. Indemnification by Citv. City shall indemnify Company and hold it harmless from any and all liability, including reasonable attorney's fees, caused by or resulting (i) solely from any negligent or intentional acts or omissions of City or any officer, director, agent, or employee thereof, or(ii) from any breach of this Agreement by City. 5 C 10.2. Indemnification by Company. Company shall indemnify City and hold it harmless from any and all liability, including reasonable attorneys' fees, caused by or resulting from (i) the negligent or intentional acts or omissions of Company or any officer, director, agent, or employee thereof, or(ii) any breach of this Agreement by Company. 10.3 Insurance. Company agrees to continuously maintain, in full force and effect,the following policies of insurance during the term of this Agreement. r- tiv.- 6 COVERAGE LIMITS OF LIABILITY Workers Compensation Statutory Commercial General Liability Bodily Injury: $1,000,000 each occurrence $2,000,000 aggregate Property Damage: $1,000,000 each occurrence Personal Injury: $1,000,000 each occurrence $2,000,000 aggregate Automobile Liability including Bodily Injury: endorsements for owned, $500,000 each occurrence hired and nonowned vehicles $1,000,000 aggregate Property Damage: $100,000 each occurrence Company shall submit a certificate evidencing such coverage in a form satisfactory to the City Attorney of CITY,prior to undertaking any work hereunder. CONSULTANT shall also provide a separate endorsement form showing CITY, its officers, agents and employees as additional named insureds for each type of coverage, except for Workers' Compensation and Professional Liability. Such insurance shall specifically cover the contractual liability of CONSULTANT. The coverage shall be primary as to such additional insureds and no coverage of the CITY shall be called upon to contribute to a loss. Said certificates shall provide for at least thirty(30)days written notice to CITY prior to cancellation or modification of any insurance required by this Agreement. CONSULTANT shall furnish a certificate for the period covered by this Agreement. Any insurance written on a claims made basis is subject to the approval of the City Attorney. Insurance coverage in the minimum amounts set forth herein shall not be construed to relieve CONSULTANT of liability in excess of such coverage, nor shall it preclude CITY from taking such other actions as are available to it under any other provisions of this Agreement or law. ARTICLE 11 GENERAL PROVISIONS 11.1. Governing Law. This Agreement shall be governed in all respects by the laws of the State of California, without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction that would cause the application of the laws of any jurisdiction other that the State of California). 7 11.2. Entire Agreement. This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and understanding of the parties. 11.3. Successors and Assigns. Except as otherwise provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto. No party may assign any of its rights or obligations hereunder without the express written consent of the other party hereto, which consent may not be unreasonably withheld; provided, however, any party may assign any and all of its rights and interests hereunder to one or more of its affiliates and designate one or more of its affiliates to perform its obligations hereunder; provided, however, that such party remains liable for full and total performance of its obligations hereunder. 11.4. Notices. Any notices authorized to be given hereunder shall be in writing and deemed given, if delivered personally or by overnight courier, on the date of delivery, if a Business Day, or if not a business day, on the first Business Day following delivery, or if mailed, three days after mailing by registered or certified mail, return receipt requested, and in each case, addressed, as follows: If to the Company to: with a copy to Fire Recovery USA, LLC The Watkins Firm, APC 219 Vernon Street 4520 Executive Drive, Suite 105 Roseville, CA 95678 San Diego, California 92121 Fax No. 916-290-0542Attention: Mike Fax No. Rivera Attention: Chris Popov, Esq. If to City to: with a copy to: 200 East P Street 300 North D Street San Bernardino CA 92410 San Bernardino, CA 92418 Fax No. (909) 384-5281 Fax No. (909) 384-5138 Attention: Michael Conrad, Fire Chief Attention: Charles McNeely, City Manager 11.5. Or, if delivered by telecopier, on a Business Day before 4:00 PM local time of addressee, on transmission confirmed electronically, or if at any other time or day on the first Business Day succeeding transmission confirmed electronically, to the facsimile numbers provided above, or to such other address or telecopy number as any party shall specify to the other, pursuant to the foregoing notice provisions. When used in this Agreement, the term "Business Day" shall mean a day other than a Saturday, Sunday or a day on which commercial banks in San Diego are generally closed for business.Amendments. This Agreementmay not be amended orally, and no right or obligation of any party may be altered, except as expressly set forth in a writing signed by such party. 8 11.6. Headings. The subject headings of the sections of this Agreement are included for the purposes of convenience only and shall not affect the construction or the interpretation of any of its provisions. 11.7. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable for any reason, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance, and the remaining provisions of this Agreement shall remain in full force and effect. 11.8. Remedies/Waiver. All remedies available to either party for one or more breaches by the other party are and shall be deemed cumulative and may be exercised separately or concurrently without waiver of any other remedies. The failure of either party to act in the event of a breach of this Agreement by the other shall not be deemed a waiver of such breach or a waiver of future breaches, unless such waiver shall be in writing and signed by the party against whom enforcement is sought. 11.9. Counterparts. This Agreement maybe signed in several counterparts. 11.10 menses. Each party shall bear its own expenses incurred with respect to the preparation of this Agreement and the consummation of the transactions contemplated hereby IN WITNESS WHEREOF, the undersigned have executed this Agr eement as of the date first written above. CITY OF SAN BERNARDINO, FIRE RECOVERY USA, LLC, A municipal corporation A California limited liability company BY: BY: Charles McNeely, City Manager Approved as to Form JAMES F. PENMAN, City Attorney By: 9 SCHEDULE A LIST OF COMPANY SERVICES 1. Fire Recovery agrees to bill the responsible party on the City's behalf for the Fire Department's clean-up of hazardous materials at the scene of MVAs (Motor Vehicle Accidents). The current rates are listed below, but may change over time. Fire Recovery will provide 60 days' prior written notice to Fire Department of changes in rates. 2. Fire Recovery will provide, as a normal matter of business; entry of claims and submission to the responsible party, collections of monies deemed due to the Fire Department, payments of the agreed upon percentage of said monies to Fire Department, and reporting of progress. 3. Fire Recovery agrees to bill to the best of its ability all claims provided to Fire Recovery by the Fire Department. 4. Fire Recovery agrees to reimburse Fire Department for a portion of the monies collected at a rate of 83% of the total monies collected on the Fire Department's claims for the first six (6) months. Every six (6) months Fire recovery agrees to provide Fire Department with an audit of its collection percentage from the preceding six (6) months. If the preceding six (6) months collection percentage is equal to or greater than 65% of the amount billed on billable runs, then Fire Recovery will be entitled to retain an additional 3% per month on monies collected until the next six (6) month audit. If a six (6) month audit shows the collection percentage drops below 65%, then Fire Recovery will reimburse Fire Department at the original rate of 83% for the following six (6) months. The collection percentage will be based on "billable runs", defined as runs where the at-fault billable individual has insurance coverage. 5. Fire Recovery agrees to pay these monies collected to the Fire Department on a monthly basis, within seven (7) working days after the close and accounting of the monthly billing cycle. 6. Fire Recovery agrees to provide monthly reports via e-mail or standard mail to the Fire Department which detail billable claims outstanding (which are claims submitted, but not yet completed) and claims completed in the prior billing cycle. 7. Fire Recovery will not be responsible for, nor accept any liability for, any erroneous, invalid, or illegal procedure codes or claims submitted to Fire Recovery by the Fire Department on the Run Sheets. �W 1 Q SERVICES AGREEMENT FIRE RECOVERY USA, LLC This Services Agreement ("Agreement") is made effective as of 2009 ("Effective Date"), by and between FIRE RECOVERY USA, LLC., a California limited liability company ("Company"), and CITY OF SAN BERNARDINO, ("City"). The Company and City are referred to herein individually as a"party"and collectively as the "parties." RECITALS WHEREAS, Company engages in the business of performing billing and collection services ("Company Services") for United States fire departments in connection with motor vehicle accidents ("MVA") at which the fire departments provide emergency services; WHEREAS, City seeks the services of Company to assist with the billing and collection of charges for hazardous materials cleanup services that the San Bernardino Fire Department ("Fire Department") provides in connection with MVAs; and WHEREAS, Company and City desire to enter into this Agreement regarding the Company Services to be provided to City. NOW, THEREFORE, in consideration of the mutual representations, warranties and covenants set forth herein and for other good and valuable consideration, the receipt and ^ sufficiency of which are hereby acknowledged, Company and City agree as follows: ARTICLE 1 ENGAGEMENT I.I. Engagement. City hereby engages Company to provide the Company Services set forth in the "List of Company Services" attached hereto as Schedule "A"and incorporated herein by reference, and City hereby accepts such engagement, all on the terms and conditions set forth herein. Company will determine the method, detail and means of performing the services detailed below. 1.2 Term. The Term of this Agreement shall be for one year commencing August 3, 2009 through July 31, 2010. The Agreement shall automatically_enew for two successive single year periods (option 1 August 1, 2010 to July 31, 2011; option 2 August 1, 2011 to July 31, 2012) unless either Party gives the other Party notice of cancellation as provided in Section 8.1. ARTICLE 2 REPRESENTATIONS AND WARRANTIES 1 2.1. Representations and Warranties of Company. Company hereby represents and warrants to City that, at all times during the term of this Agreement, Company is a limited liability company duly organized, validly existing and in good standing under the laws of the State of California. 2.2. Representations and Warranties of City. City hereby represents and warrants to Company that, at all times during the term of this Agreement, Fire Department is a municipal fire department and organized fire fighting unit established pursuant to the laws of the State of California and ordinances of the City of San Bernardino in which Fire Department is located. ARTICLE 3 COMPANY STATUS AND QUALIFICATIONS 3.1. Independent Contractor. Company enters into this Agreement, and will remain throughout the term of the Agreement, as an independent contractor. Company agrees that it will not become an employee,partner, agent or principal of City while this Agreement is in effect. 3.2. Payment of Income Taxes. Company is responsible for paying when due all income taxes, including estimated taxes, incurred as a result of the compensation paid by City to Company for services rendered under this Agreement. On request, Company will provide City with proof of timely payment. Company agrees to indemnify City for any claims, costs, losses, fees, penalties, interest, or damages suffered by City resulting from Company's failure to comply with this provision. 3.3. Use of Employees or Subcontractors. Company may, at Company's own expense, use any employees or subcontractors as Company deems necessary to perform the services required of Company by this Agreement. City may not control, direct, or supervise Company's employees or subcontractors in the performance of those services. 3.4. Qualifications. Company represents that it is qualified and has the skills necessary to perform the services under this Agreement in a competent and professional manner, without the advice or direction of City. 3.5. Ownership Interest. Company will have no ownership interest in Fire Department. 3.6. No Benefit Contributions. Company shall have no obligation under this Agreement to compensate or pay, applicable taxes or provide employee benefits of any kind to any person employed or retained by City. 3.7 Billing, Collections and Endorsement. Company shall bill and collect ("Collections") all revenue earned by and due to City, in connection with Fire Department's clean-up of hazardous materials at the sites of MVAs and may receive all Collections on City's behalf. Company may give satisfaction for monies due on account and withdraw any claims pertaining to or arising out of Company's or City's right to collect such amounts. Company may 2 take possession of and endorse in City's name any notes, checks, money orders, and any other instruments received as Collections. ARTICLE 4 GENERAL RESPONSIBILITIES OF COMPANY 4.1. Minimum Amount of Service. Company agrees to devote as much time and attention to the performance of the Company Services under this Agreement as may be required to provide the services described herein according to the highest industry standards. 4.2. Company Services. Contractor agrees to perform the Company Services related to billing and collections set forth in the "List of Company Services" attached hereto as Schedule "A"and incorporated herein by reference. 4.3. Non-Exclusive Relationship. Company may represent, perform services for, and contract with as many additional clients, persons, or companies as Company, in Company's sole discretion, sees fit. 4.4. Time and Place of Performing Work. Company may perform the services under this Agreement at any suitable time and location Company chooses. 4.5. Materials and Equipment. Company will supply all materials and equipment f required to perform the services under this Agreement. y 4.6 Workers' Compensation. Company agrees to provide workers' compensation insurance for Company and Company's employees and agents and agrees to hold harmless and indemnify City for any and all claims arising out of any injury, disability, or death of any of Company's employees or agents. 4.7. Non-Discrimination. In the performance of this Agreement and in the hiring and recruitment of employees, VENDOR shall not engage in, nor permit its officers, employees or agents to engage in, discrimination in employment of persons because of their race, religion, color, national origin, ancestry, age, mental or physical disability, medical condition, marital status, sexual gender or sexual orientation, or any other status protected by law. 4.8 Business Registration Certificates and Other Requirements. VENDOR warrants that it possesses or shall obtain, and maintain a business registration certificate pursuant to Chapter 5 of the Municipal Code, and any other licenses, permits, qualifications, insurance and approval of whatever nature that are legally required of VENDOR to practice its business or profession. 4.9 Assignment. Neither this Agreement nor any duties or obligations under this Agreement may be assigned by Company without the prior written consent of City, which consent shall not be unreasonably withheld. 3 ARTICLE 5 COMPENSATION OF COMPANY 5.1. Compensation for Company Services. All Company Services provided pursuant to this Agreement will be provided in accordance with the terms, including compensation amounts and schedule_ of_remittance, set forth in the"List of Company Services," attached hereto as Schedule A. 5.2. The provisions of Article 11 of this Agreement will govern any dispute associated with compensation. ARTICLE 6 OBLIGATIONS OF CITY 6.1. Cooperation of City. The City agrees to comply with all reasonable requests of Company and provide access to all documents reasonably necessary to the performance of Company's duties under this Agreement. 6.2. Assignment. Neither this Agreement nor any duties or obligations under this Agreement may be assigned by City without the prior written consent of Company, which consent shall not be unreasonably withheld. 4 ARTICLE 7 CITY AUTHORIZATION 7.1. Authorization. Notwithstanding other provisions of this Agreement, Company shall obtain authorization from City prior to performing any of the following: (a) The sale conveyance, transfer, pledge exchange, assignment, hypothecation, or encumbrance of City's interest in any sums owed to City; and (b) All other limitations as stated by the terms of this Agreement. ARTICLE 8 TERMINATION OF AGREEMENT 8.1. Termination on Notice. Notwithstanding any other provision of this Agreement, either party may terminate this Agreement at any time by giving thirty (30) days written notice to the other party. Unless earlier terminated as set forth below, this Agreement shall be effective as of the date first set out above and shall continue for a period of two (2) years with City's option to renew for two additional two (2) year periods. 8.2. Termination on Occurrence of Stated Events. This Agreement will terminate automatically on the occurrence of any of the following events: 4 (a) Bankruptcy or insolvency of either party. Assignment of this Agreement by either party without the consent of the other party. The parties agree that neither party will unreasonably withhold consent to such an assignment. 8.3 Termination for Default. If either party defaults in the performance of this Agreement or materially breaches any of its provisions, the non-breaching party may terminate this Agreement by giving written notification to the breaching party. Termination will take effect immediately on receipt of notice by the breaching party or five (5) days after mailing of notice, whichever occurs first. For the purposes of this paragraph, material breach of this Agreement includes,but is not limited to, the following: (a) Company's failure to complete the services specified in the Description of Services. (b) City's material breach of any representation, warranty or agreement contained in this Agreement. (c) Company's material breach of any representation, warranty or agreement contained in this Agreement. (d) Fire Department's yearly billable run volume is at or below six (6)runs. ARTICLE 9 PROPRIETARY RIGHTS 9.1. Confidential Information. Any written, printed, graphic, or electronically or magnetically recorded information furnished by City for Company's use are the sole property of City. This proprietary information includes, but is not limited to, customer requirements, customer lists, marketing information, and information concerning the City's employees, products, services, prices, operations, and subsidiaries. Company will keep this confidential information in the strictest confidence, and will not disclose it by any means to any person except with the City's approval, and only to the extent necessary to perform the services under this Agreement. This prohibition also applies to Company's employees, agents, and subcontractors. On termination of this Agreement, Company will return any confidential information in Company's possession to City. ARTICLE 10 INDEMNIFICATION AND INSURANCE REQUIREMENTS 10.1. Indemnification by City. City shall indemnify Company and hold it harmless from any and all liability, including reasonable attorney's fees, caused by or resulting (i) solely from any negligent or intentional acts or omissions of City or any officer, director, agent, or employee thereof, or(ii) from any breach of this Agreement by City. 5 i 10.2. Indemnification by Company. Company shall indemnify City and hold it harmless from any and all liability, including reasonable attorneys' fees, caused by or resulting from (i) the negligent or intentional acts or omissions of Company or any officer, director, agent, or employee thereof, or(ii) any breach of this Agreement by Company. 10.3 hisurance. Company agrees to continuously maintain, in full force and effect,the following policies of insurance during the term of this Agreement. 6 COVERAGE LIMITS OF LIABILITY Workers Compensation Statutory Commercial General Liability Bodily Injury: $1,000,000 each occurrence $2,000,000 aggregate Property Damage: $1,000,000 each occurrence Personal Injury: $1,000,000 each occurrence $2,000,000 aggregate Automobile Liability including Bodily Injury: endorsements for owned, $500,000 each occurrence hired and nonowned vehicles $1,000,000 aggregate Property Damage: $100,000 each occurrence Company shall submit a certificate evidencing such coverage in a form satisfactory to the City Attorney of CITY,prior to undertaking any work hereunder. CONSULTANT shall also provide a separate endorsement form showing CITY, its officers, agents and employees as additional named insureds for each type of coverage, except for Workers' Compensation and Professional Liability. Such insurance shall specifically cover the contractual liability of CONSULTANT. The coverage shall be primary as to such additional insureds and no coverage of the CITY shall be called upon to contribute to a loss. Said certificates shall provide for at least thirty(30) days written notice to CITY prior to cancellation or modification of any insurance required by this Agreement. CONSULTANT shall furnish a certificate for the period covered by this Agreement. Any insurance written on a claims made basis is subject to the approval of the City Attorney. Insurance coverage in the minimum amounts set forth herein shall not be construed to relieve CONSULTANT of liability in excess of such coverage, nor shall it preclude CITY from taking such other actions as are available to it under any other provisions of this Agreement or law. ARTICLE 11 GENERAL PROVISIONS 11.1. Governing Law. This Agreement shall be governed in all respects by the laws of the State of California, without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction that would cause the application of the laws of any jurisdiction other that the State of California). 7 I I 11.2. Entire Agreement. This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and understanding of the parties. 11.3. Successors and Assigns. Except as otherwise provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto. No party may assign any of its rights or obligations hereunder without the express written consent of the other party hereto, which consent may not be unreasonably withheld; provided, however, any party may assign any and all of its rights and interests hereunder to one or more of its affiliates and designate one or more of its affiliates to perform its obligations hereunder; provided, however, that such party remains liable for full and total performance of its obligations hereunder. 11.4. Notices. Any notices authorized to be given hereunder shall be in writing and deemed given, if delivered personally or by overnight courier, on the date of delivery, if a Business Day, or if not a business day, on the first Business Day following delivery, or if mailed, three days after mailing by registered or certified mail,return receipt requested, and in each case, addressed, as follows: If to the Company to: with a copy to Fire Recovery USA, LLC The Watkins Firm, APC 219 Vernon Street 4520 Executive Drive, Suite 105 Roseville, CA 95678 San Diego, California 92121 Fax No. 916-290-0542Attention: Mike Fax No. Rivera Attention: Chris Popov, Esq. If to City to: with a copy to: 200 East 3`d Street 300 North D Street San Bernardino CA 92410 San Bernardino, CA 92418 Fax No. (909) 384-5281 Fax No. (909) 384-5138 Attention: Michael Conrad, Fire Chief Attention: Charles McNeely, City Manager 11.5. Or, if delivered by telecopier, on a Business Day before 4:00 PM local time of addressee, on transmission confirmed electronically, or if at any other time or day on the first Business Day succeeding transmission confirmed electronically, to the facsimile numbers provided above, or to such other address or telecopy number as any patty shall specify to the other, pursuant to the foregoing notice provisions. When used in this Agreement, the term "Business Day" shall mean a day other than a Saturday, Sunday or a day on which commercial banks in San Diego are generally closed for business.Amendments. This Agreementmay not be amended orally, and no right or obligation of any party may be altered, except as expressly set forth in a writing signed by such party. 8 11.6. Headings. The subject headings of the sections of this Agreement are included for the purposes of convenience only and shall not affect the construction or the interpretation of any of its provisions. 11.7. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable for any reason, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance, and the remaining provisions of this Agreement shall remain in full force and effect. 11.8. Remedies/Waiver. All remedies available to either party for one or more breaches by the other party are and shall be deemed cumulative and may be exercised separately or concurrently without waiver of any other remedies. The failure of either party to act in the event of a breach of this Agreement by the other shall not be deemed a waiver of such breach or a waiver of future breaches,unless such waiver shall be in writing and signed by the party against whom enforcement is sought. 11.9. Counterparts. This Agreement maybe signed in several counterparts. 11.10 menses. Each party shall bear its own expenses incurred with respect to the preparation of this Agreement and the consummation of the transactions contemplated hereby IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above. CITY OF SAN BERNARDINO, FIRE RECOVERY USA, LLC, . A municipal corporation A California limited liability company BY: BY: Charles McNeely, City Manager Approved as to Form JAMES F. PENMAN, City Attorney By: 9 SCHEDULE A LIST OF COMPANY SERVICES 1. Fire Recovery agrees to bill the responsible party on the City's behalf for the Fire Department's clean-up of hazardous materials at the scene of MVAs (Motor Vehicle Accidents). The current rates are listed below, but may change over time. Fire Recovery will provide 60 days' prior written notice to Fire Department of changes in rates. 2. Fire Recovery will provide, as a normal matter of business; entry of claims and submission to the responsible party, collections of monies deemed due to the Fire Department, payments of the agreed upon percentage of said monies to Fire Department, and reporting of progress. 3. Fire Recovery agrees to bill to the best of its ability all claims provided to Fire Recovery by the Fire Department. 4. Fire Recovery agrees to reimburse Fire Department for a portion of the monies collected at a rate of 83% of the total monies collected on the Fire Department's claims for the first six (6) months. Every six (6) months Fire recovery agrees to provide Fire Department with an audit of its collection percentage from the preceding six (6) months. If the preceding six (6) months collection percentage is equal to or greater than 65% of the amount billed on billable runs, then Fire Recovery will be entitled to retain an additional 3% per month on monies collected until the next six (6) month audit. If a six (6) month audit shows the collection percentage drops below 65%, then Fire Recovery will reimburse Fire Department at the original rate of 83% for the following six (6) months. The collection percentage will be based on "billable runs", defined as runs where the at-fault billable individual has insurance coverage. 5. Fire Recovery agrees to pay these monies collected to the Fire Department on a monthly basis, within seven (7) working days after the close and accounting of the monthly billing cycle. 6. Fire Recovery agrees to provide monthly reports via e-mail or standard mail to the Fire Department which detail billable claims outstanding (which are claims submitted, but not yet completed) and claims completed in the prior billing cycle. 7. Fire Recovery will not be responsible for, nor accept any liability for, any erroneous, invalid, or illegal procedure codes or claims submitted to Fire Recovery by the Fire Department on the Run Sheets. 1 Attachment "A" F- N a CL 0 0 Cl) 0 N .�:mss•: N C O J U) T uj 6> 6,3,S 0 O + N LLJ Lo O L) Z N U w Cu E ao i LL W o &.< w : i E :) W Z D . ' W 0 Y c o Z W W U rn � x N ���{` ` y ; k W N o f4 0 -0 N _. 0 > C Z 'O C O CL to O N m O U. gig;; , o of �, o C Fn 7 U LL O 6 Z 0 7 O C O U O O a O N O n _ U } E C C. O7 O Q U N O C O U) N . . N Q1 U (6 cc IM m ° U c '. U � ,v C ` U U N o N f9 0� m LL O N O > Q C LL LL N �I \° D CM \ k } ¥ \ ƒU. w 0 w m w ( ® 0 0 Lu LU OX m � w = UJ uj | § � BBB\ mf ~ IL U. & \ e , 2 » � a 7 77 m c � | 2 ) § m ® � � k . k . \ / 2 a , , J ) r a ) j k ƒ } ) $ & k x $ 2 ? § E x 2 $ z I ( 2 o ±} E $ ( 2 .0 k ) m © a � a , & IC 0 « m / ) 2 > < 2 ■ | = 2 § ) 0 ) » � m o J w 0 ] ° w MAI F'I'r-f'L'*R4[0OVFR4YM'U' 0A RFP F-09-12 Formal Bid for Fire Rescue Cost Recovery Billing for Hazardous Spills 219 Vernon Street Phone 888-640-7222 Roseville, CA 95678 Fax 916-290-0542 City of San Bernardino, Finance Department Purchasing Division Bid Documents to Be Returned RFP F-09-12 FIRE RESCUE COST RECOVERY (BILLING FOR HAZARDOUS SPILLS) Title Page Cover Letter / Letter of Introduction Project Approach Project Staffing Vendor Qualifications and Project Experience References Cost Proposal Authorized Binding Signature(s) Claim History Proof of Insurance �] Addendum Received (City Form) Worms Non-Collusion Affidavit (City Form) IV Fl", [ ( Listing of Proposed Subcontractor (City Form) Iv Fors 90 Day Proposal Validity Statement III Additional Requirements,VI General Specifioafions#, ❑ Copy of Manufacturer's and/or dealer warranty and/or guarantee vI General Speer cahons#10 A_11�- ❑ Copy of Contractor License VI General Specifications#35 Offeror(s) are requested to submit this checklist completed with all bid documents. FIRE IN OlV► BY LLC Mike Rivera Vice President-Business Development Phone:(888)640-7222 219 Vernon St. Cell: (916)698-3388 Roseville,CA 95678 Fax:(916)290-0542 www.firerewveryusa.com mike @firerecoveryusa.com �I LLC Providing Funds to Our Fire Departments www.firerecoveryusa.com June 5f3, 2009 City of San Bernardino Finance Department 300 North "D" Street, 4 h Floor San Bernardino, CA 92418 RFP F-09-12 Formal Bid for l=ire Rescue Cost Recovery Billing for Hazardous Spills Dear City of San Bernardino: Thank you for the opportunity to provide a proposal of our plan to meet your needs for this project. In the following pages we will show our approach to this project and how we will accomplish the task in the most efficient manner, while providing you with the very best customer service and highest level of funds recovered. We have met or exceeded all of your specifications. This is no other company that has our extensive history in working with California fire departments nor that has a specialization in California law and vehicle codes such as ours. We are very confident in our ability to implement a recovery program that will surpass all of your expectations. We look forward to a long relationship with the City of San Bernardino. Please feel free to contact us if you would like clarification on any aspect of this proposal. Z cer Michael Rivera Fire Recovery USA mikerivera@firerecoveryusa.com 219 Vernon Street Phone 888-640-7222 Roseville, CA 95678 Fax 916-290-0542 i 0 Main Narrative Project approach, questions ' affirmed & answered. CM L _ L California Account List & Articles of Incorporation Proof of Insurance, Subcontractor List V♦ & 4� Non-Collusion Affidavit Sample Run Sheet Sample Contract Current Brochure Providing Funds to Our Fire Departments www.firerecoveryusa.com June 5R, 2009 City of San Bernardino Finance Department 300 North "D" Street, 4' Floor San Bernardino, CA 92418 Formal Bid for Billing for Fire Rescue Cost Recovery Dear City of San Bernardino: The following is our Formal Bid for Billing for Fire Rescue Cost Recovery for the City of San Bernardino, RFP F-09-12. Thank you for taking the time to consider our system for your city. We currently have a business license in the city of City of Roseville, CA and will obtain a license, as needed, in the City of San Bernardino if we're awarded the contract. Subject of Proposal: We bill on your behalf, for the services you provide during an incident, per your city resolution. You can choose which of the many services you'd like us to bill for, which currently include: Motor Vehicle Accidents (MVAs), Vehicle fires, Structure fires, Marine Vessel fires, Hazmat calls, False Alarms, Bomb Squad calls, Gas Pipeline Repair/Supervision services, Arson Investigations, and Environmental Clean-up services. We will bill at the rates defined by the San Bernardino City Resolution(s). Although billing for fire services sounds simple, how we generate our high recovery rate is very sophisticated. Some Fire Departments do perform in-house billing; unfortunately, they typically see a low recovery rate (between 10-15 percent). This low rate can be attributed to the fact that insurance companies are experts at not paying and the typical Fire Department or city is not equipped in the field of insurance billing. We use advanced methods resulting in a proven higher recovery percentage (historically over 70% of total runs — not just "fluid-on-the-ground runs), which is the best in our industry. So what makes us different? 219 Vernon Street Phone 888-640-7222 Roseville, CA 95678 Fax 916-290-0542 We have several innovative techniques in our system including methods that we've developed during our years of billing experience that informs insurance companies of their fiscal responsibilities. While this alone would guarantee us to equal or exceed our competitors, the real basis for our high recovery percentage is our ability to gather the necessary information to recover funds for a call that would otherwise be written off as unrecoverable by others. What our clients really appreciate is our ability to track down the necessary information of those persons involved in the incidents. We have investigative techniques (both live and software-based) that allow us to find most of the necessary facts. In addition, we require the least amount of information from the Fire Departments to create a bill (name of individual, phone number or address, and the name of the insurance carrier) - that's it! We believe that this is our responsibility and not the Fire Department's. We are the only fire service billing company in association with the International Association of Fire Chiefs. As such, we will provide five (5) yearly memberships in the IAFC for each year our contract with the City of San Bernardino is in force for 90 days (from the initial run submission date). Bottom line: if you employ our billing service, you will enjoy, not only our excellent customer service and training, but also be confident you have the highest recovery percentages possible. How It Works: Our system is very simple. Run submission can be done in one of two ways: 1. Upon return to the station, you can fax our one-page Run Sheet. 2. Upon return to the station, you can submit the run using our Online Run Submission site. Once submitted, we go to work in claim recovery. The status of each run is available 24/7 online on our password protected site to allow you to forecast incoming funds and plan for their use. On or before the 7`h of each month, we'll mail to the City of San Bernardino, a check for all payments received prior to the prior month's cut-off date (typically the 24"), minus our collection fee. This will also include an itemized breakdown of what runs the check is paid against. We would provide on-site training to your personnel and new-hires assigned to submit the runs to us. This training would be conducted on a 48/96, 3 platoon shift during regular business hours and encompass both filling out and faxing the runs sheets to us as well as using our Online Run Submission system. It is an extremely simple process (training is less than 2 hours per group), however, we will insure all those taking part in our program are fully trained and competent with our procedures. Term of the Contract: The initial term of the contract is one (1) year, with an option to renew for two (2) additional one-year periods. Personnel and Leadership Team: Fire Recovery USA, LLC evolved over a period of several years. Although the current company was formed in early 2007 with the addition of a third partner and the relocation of our headquarters, it was birthed from the original Fire Recovery USA which began in late 2006. Several years ago, Troy Walsh, one of our founders, recognized that fire departments throughout the country were facing declining budgets. Being from the fire service, he wanted to find some way to help replace those funds. During his investigation, he found that some fire departments have been billing for some of their services for over a decade. For two years, he looked into the legality of the concept, interviewed the major players in the industry, and asked why every department doesn't bill. He found that most fire departments are simply unaware of their right to bill, or that those that do bill "in house' have extremely low collection percentages. He also learned that private collection companies, while much better, left a lot of room for improvement. A search began for a team of individuals who would have the necessary skills to put together a fund recovery program that would be like any other. The goal was a company that could offer both the best customer service and the highest funding percentage in the industry. Troy's desire was to meet the needs of fire departments to improve their capabilities through increased funding, and therefore provide better equipment, more manpower, etc. After exploring the business operation and legalities, he invited Mike Rivera to be part of the team in order to develop the business plan and to pull the various business components together. Mike has over 18 years of experience in starting, growing, managing, and developing businesses. Not only was Mike immediately taken with the concept, but, after investigating the industry, saw a real way for Fire recovery to be superior to any other similar service in the industry. We moved slowly and strategically. We made sure not to promise anything we couldn't deliver. We wanted to see our estimates exceeded on a regular basis, so we took our time developing the best team possible. Mike had a relationship with Greg Schmidt, a businessman with over 15 years experience in the collections field. Although Greg is an owner/partner in several successful companies, his main business, VGS Associates, has developed large ($100 million plus) accounts in contingency billing and collections with a client base of primarily Fortune 500 companies. Bringing him in as a partner in the operations side of the company also brought his management team. Greg's team includes Rick Benner as head of our Business Operations. Rick, the former President of the Sacramento Kings basketball team, has 19 years experience in operations and finance. His tenure with the Kings also included stints as Chief Operating officer, Executive Vice President, and Vice President of Finance. Our team also includes Lindsey Buchanan who oversees our collection department and spearheads our on-line reporting (where the Fire Chiefs have access 24/7 to what bills have been submitted, where they are within the collection process, and when they can expect payment). Of course, we also have accounting and legal teams, as well as local support employees (marketing, collections, administration, etc.) in our main office in Roseville, California. Through our local organization and nationwide affiliates, we have over 120 representatives nationwide to provide sales, training, and support. California Clients & References: We have vastly more experience in California than any other competitor. We currently have 26 California clients, while our closest competitor has two (a list of our California clients is provided in this package). Below are some references. City of Pinole Fire Department Jim Parrott 880 Tennent Ave. Pinole, CA 94564 (510) 724-8974 Foresthill Fire Protection District Keith Drone P.O. Box 1099 Foresthill, CA 95631 (530) 367-2465 Nevada County Consolidated Tim Fike 11329 McCourtney Road Grass Valley, CA 95949 (530) 273-3158 Penryn Fire Mitch Higgins 7206 Church St. Penryn, CA 95663 (916) 663-3389 i Pioneer Fire Peter Shurville 7061 MountAukum Road Somerset, CA (530) 620-4444 North County Fire Bill Metcalf 330 So. Main St. Fallbrook, CA 92028 (760) 723-2012 City of Hemet Matt Shobert 1035 So. Cawston Ave. Hemet CA 92545 (951) 765-2460 Montezuma Fire District Joe Rosewall 21 N 4th Street Rio Vista, CA 94571 (707) 374-5962 Olancha Cartago Fire Steve Davis PO Box 64 Olancha, CA 93549 (760) 793-0111 Loomis Fire Prot. Dist. Barbara Leak PO Box 606 Loomis, CA 95650 (916) 652-6813 Sutter-Basin Fire Dept. Sam Martin PO Box 68 Robbins, CA 95676 (530) 681-5218 Personnel In our California facility: • Troy Walsh —VP of Sales • Mike Rivera —VP of Business Development • Greg Schmidt—VP of Operations • Rick Benner— COO • Lindsay Buchanan — Recovery Division Mgr. • James Robinson — Recovery Division Asst. Mgr. • Kevin Trost—Western Region Sales Manager • Chris Valenzuela — Sales Account Representative • Mike McBride — Sales Account Representative • Scott MacKenzie — Sales Account Representative In addition, we have over 110 sales and training support personnel in the following regions: • Atlanta, GA Anchorage, AK • Washington, D.C. Englewood, CO • Indianapolis, IN Exton, PA • Fremont, NE Highland, NY • Houston, TX Williamsport, MD • Tempe, AZ Chesapeake, VA • Vancouver, WA Charlotte, NC Personnel Specifically Assigned to City of San Bernardino: 1. Troy Walsh —Account Manager and Training. troy @firerecoveryusa.com - 916-789-1525 2. Dedicated Local Employee - We will place a dedicated support, training, and data input person to work within your facility at the City of San Bernardino. This person will act as an inside liaison to insure all runs are input correctly, assist in training new hires, and make themselves available to the City of San Bernardino to insure our program is run effectively and efficiently. This person will be hired by Fire Recovery USA with the approval and recommendation of the City of San Bernardino Fire Chief. This employee could be retired fire personnel or a retired city employee, etc. 3. Mike McBride — Outside Account Liaison. Vendor Proposal Requirement Questions: a) Our fees are performance-based, insuring you receive our very best effort and don't pay us our full fee if we don't produce to our standard. Our fee will begin at 17%, of only what we collect. Every six (6) months Fire recovery agrees to provide the City of San Bernardino with an audit of its collection percentage from the preceding six (6) months. If the preceding six (6) months collection percentage is equal or greater than 65%, then Fire Recovery will be entitled to retain an addition 3% per month on monies collected until the next six (6) month audit. If a six (6) month audit shows the collection percentage drops below 65%, then Fire Recovery will lower or fee back to 17% for the following six (6) months. The collection percentage will be based on "billable runs", defined as runs where the at- fault billable individual is a non-resident and has insurance coverage. There are no other charges or hidden costs. b) At this time, there are no other services offered other than billing services. Our current billing services include: Motor Vehicle Accidents (MVAs), Vehicle fires, Structure fires, Marine Vessel fires, Hazmat calls, False Alarms, Bomb Squad calls, Gas Pipeline Repair/Supervision services, Arson Investigations, and Environmental Clean-up services. c) Our official policy is that no confidential information will be released to anyone other than the password protected person(s) authorized by the City of San Bernardino and the insurance company(s) involved in the incident. Our Internal Control Policy is only those employees in our Recovery Department who are authorized to input and track claims will have access to confidential information on any claims and the individuals involved in the claims. d) Please see sample contract provided. The pricing structure is explained above, in item (a). e) Our Recovery Department has a collection rate of over 75% based on "billable" MVA runs. We consider a run "billable" if the person involved has current insurance coverage and is the driver "at-fault". We have consistently maintained this collection percentage for over one year. It is very important to understand that our collection percentage is based on total runs, not just the much-easier to collect "fluid spill/absorbent-based runs. If we required fluids to be on the ground to trigger a billable-event, our collection percentage would be even higher. Our collection percentage is based on all runs, even the difficult to collect "traffic-control"runs. Here is our latest CLAIM HISTORY statistics log from last week: Recovery Claim History Statistics — May 29, 2009 Total Received to Date: $209,077.81 Average Claim: $678.82 Total Denied to Date: $65,629.00 Average Denied Claim $690.83 Total Collection Percentage To Date: 76.11% Total Days Between Reports 31 f) Affirmed. We will bill all runs at the rates per your approved city ordinances and resolutions. g) Affirmed. All disputes are reported and in addition, available 24/7 on our secure online reporting site. h) Affirmed. You can access a training site by going to our website: www.firerecoveryusa.com You then click: "Online Ruin Submissions" You then click: "Run Submission Site Link" i) Affirmed. One access level provides for run submission only and a second, higher- level access provides full reporting of runs, including: Daily, Monthly, Quarterly, Annually, Year to Date, by Districts, by Station, by Type of Service Performed, Accounts Receivable Aging, Month End Statements, Billing and Claims, and more. j) Affirmed. k) Affirmed. One access level provides for run submission only and a second, higher- level access provides full reporting of runs, including: Daily, Monthly, Quarterly, Annually, Year to Date, by Districts, by Station, by Type of Service Performed, Accounts Receivable Aging, Month End Statements, Billing and Claims, and more. 1) All electronic records are kept off-site in a secure server. You will find additional information on our software and computer system below, however, here is the specific information on Daily Backups and Fail-Safes: • Entire server facility on UPS • 2 Layers of diesel generators • Redundant Ethernet links • Compact zone dry pipe fire suppression * Our production files are backed-up nightly with weekly off-site storage. In addition to servers in Texas we have secondary access to a server in Oakland, CA. m) Our official policy is that no confidential information will be released to anyone other than the password protected person(s) authorized by the City of San Bernardino and the insurance company(s) involved in the incident. Our Internal Control Policy is only those employees in our Recovery Department who are authorized to input and track claims will have access to confidential information on any claims and the individuals involved in the claims. n) Affirmed. o) Affirmed. p) Affirmed. Full reporting of all checks and deposits will be provided each week. q) Affirmed. r) Affirmed. In addition, Fire Recovery will provide a report of our yearly audit that we will make available to all of our clients. s) Affirmed. We provide unlimited, live, on-site training to all personnel now and in the future. This training is typically conducted on a 48196, 3 platoon shift during regular business hours and will encompass both filling out and faxing the runs sheets to us as well as using our Online Run Submission system. It is an extremely simple process (training is less than 2 hours), however, we will insure all those taking part in our program are fully trained and competent with our procedures. We can respond quickly to any issues you have (in person, if necessary, as our office is five minutes away). In addition, we will place a dedicated support, training, and data input person to work within your facility at the City of San Bernardino. This person will act as an inside liaison to insure all runs are input correctly, assist in training new hires, and make themselves available to the City of San Bernardino to insure our program is run effectively and efficiently. This person will be hired by Fire Recovery USA with the approval and recommendation of the City of San Bernardino. This employee could be retired fire personnel or a retired city employee, etc. t) Affirmed. u) Our computer system is as follows: HARDWARE AND SOFTWARE INFRASTRUCTURE: Software — custom written to our proprietary collection system. • Programming Language - PHP • Database - MYSQL Servers • Dell Dual Xeon 3.0 • 2x2MB cache • 4 GB RAM • 6x36gb 15krpm SCSI • RAID50 • Managed backup for up to 1 TB • Shared firewall • Fully Managed 24x7 support Data Center— Security features • 5 layers of biometric locks • 24/7 Video recording with 30-day retrieval • 24/7 Multi-man security • Self-powered kinetic locks on each cabinet with individual codes Backups and Fail-Safes • Entire facility on UPS • 2 Layers of diesel generators • Redundant Ethernet links • Compact zone dry pipe fire suppression Our production files are backed-up nightly with weekly off-site storage. In addition to servers in Texas we have secondary access to a server in Oakland, CA. System Implementation Plan: Unless directed otherwise by the City of San Bernardino, this will be implemented in the following manner: • We will setup your Online Run Submission Site with passwords. • We will provide our Online Run Submission Training Manual and PowerPoint. • We will provide faxable Run Sheets (for use "on-site" during the billable event, and or in the event you choose not to use, or are unable to use the online system). • We will schedule training dates for the personnel you designate as run submission contacts. • We will provide an orientation for all personnel and training for administrative personnel on the system setup and procedures as well as provide customer service and onsite to the City of San Bernardino staff regarding billing questions, fielding of complaints, setup of files and report run assistance. • We will provide initial onsite training. This training would be conducted on a 48/96, 3 platoon shift during regular business hours and encompass both filling out and faxing the runs sheets to us as well as using our Online Run Submission system. Advantages of Fire Recovery USA: 1. We're the only California-based fire service billing company. We specialize in California law and our income taxes stay in California to support our cities and fire departments. 2. We require the least amount of information to create a claim. We only request the name of the individual, their car license or phone number or address, and the name of the insurance company. We do not require your personnel to spend a great deal of time finding insurance policy numbers, agent info, etc. This will lower your labor costs versus a competitor that requires more information. 3. Because we're the only fire service billing company partnered with and endorsed by the International Association of Fire Chiefs, with our service, you are entitled to five (5) paid memberships in the IAFC. 4. We offer more services you can bill for than any other company (Motor Vehicle Accidents, Hazmat, Gas-Pipeline Repair, Car Fire, Marine Vessel Fire, Environmental and Marina Clean-up, Arson Investigation, Bomb-Squad, Structure Fires, etc.). 5. Our fee for service begins at 17%. When combined with our highest- in-the-industry collection rate, you NET more with Fire Recovery, even if a competitor's fee is less. 6. We will provide a local employee in your office to support, train, and handle the data for the City of San Bernardino. This person will act as an inside liaison to insure all runs are input correctly, assist in training new hires, and make themselves available to the City of San Bernardino to insure our program is run effectively and efficiently. This person will be hired by Fire Recovery USA with the approval and recommendation of the City of San Bernardino. This employee could be retired fire personnel or a retired city employee, etc. This will lower your labor costs versus a competitor that requires you to input all the data. I look forward to providing your organization with the best solution to your billing program. Rest assured that our program will not only bring new funds to your fire department, but also allow your personnel to focus on their jobs and not have to deal with billing issues —that's our job. Please feel free to email or call if you have any questions or require additional information. jS*nter y, --- �c Michael Rivera Fire Recovery USA mikerivera@firerecoveryusa.com 0,4 FI*RilwEIR4Y•UaLLC California Accounts 1 . City of Pinole 2. Foresthill Fire Protection District 3. Pioneer Fire 4. Nevada County Consolidated 5. City of Penryn Fire Dept. 6. City of Upland 7. Montezuma Fire District 8. City of Olancha Fire 9. Dobbins/Oregon House Fire 10. Kirkwood VFD 11 . Sutter-Basin Fire Dept. 12. Loomis Fire Protection District 13. Carpinteria - Summerland Fire Prot. Dist. 14. Georgetown Fire Prot. Dist. 15. Rio Vista Police Dept. 16. Rio Vista Fire Dept. 17. Newcastle Fire 18. Nevada City 19. City of Ripon 20. City of Roseville 21 . Tuolumne Fire Dept. 22. North County Fire 23. South Placer Fire 24. Oakdale 25. City of Hemet 26. City of Woodland LLC-t File#200808110377 State of California Secretary of State ENDORSED—FILED rB no office Of 11,110 Swwy aShte ^'" - �'tP nfCafNonlla LIMITED LIABILITY COMPANY MAR 2 ] 1008 ARTICLES OF ORGANIZATION A$70.00 filing fee must accompany this form. IMPORTANT—Read instructions before completing this form, This Space For Filing use Only ENTITY NAME (End the name with the words'Llmiled Liability Company,'or the abbreviations'LLC'or'LLC.' The words•Limited"and'Cortpany" may be abbreviated to'Ud."and'Co.;respectively.) 1. NAME OF LIMITED LIABILITY COMPANY FIRE RECOVERY USA, LLC PURPOSE (The following statement is required by statute and should not be atered.) 2. THE PURPOSE OF THE LIMITED LIABILITY COMPANY IS TO ENGAGE IN ANY LAWFUL ACT OR ACTIVITY FOR WHICH A LIMITED LIABNTY COMPANY MAY BE ORGANIZED UNDER THE BEVERLY-K)LLEA LIMITED LIABILITY COMPANY ACT. INITIAL AGENT FOR SERVICE OF PROCESS Of the agerd is an IndMdML the agent must reside in California and both Ilems 3 and 4 trust be completed. If the agent is a coWmtion.the agent must have On MS with the California Secretary of State a cartfi®le pursuant to Corporations Code section 1505 and Item 3 moat be completed(have Mesh 4 dank). 3. NAME OF INITIAL AGENT FOR SERVICE OF PROCESS THE WATKINS FIRM, A PROFESSIONAL CORPORATION 4. IF AN INDIVIDUAL,ADDRESS OF INITIAL AGENT FOR SERVICE OF PROCESS IN CALIFORNIA CITY STATE ZIP CODE CA MANAGEMENT(Check only one) 5. THE LIMITED LIABILITY COMPANY 1MLL BE MANAGED BY ONE MANAGER MORE THAN ONE MANAGER ❑ALL LIMITED LIABILITY COMPANY MEMBER(S) ADDITIONAL INFORMATION 6. ADDITIONAL INFORMATION SET FORTH ON THE ATTACHED PAGES.IF ANY.IS INCORPORATED HEREIN BY THIS REFERENCE AND MADE APART OF THIS CERTIFICATE. EXECUTION 7 1 DECLARE I AM THE PERSON VMO EXECUTED THIS INSTRUMENT, H EXECUTION IS MY ACTAND DEED.dll�m;*0:�MA RCH 20, 2008 � DATE SIGNATURE OF ORGANIZER ` w CHRIS POPOV trQ�Y TYPE OR PRINT NAME OF ORGANIZER LLC-1(REV 042007) APPROVED BY SECRETARY OF STATE ACORQN CERTIFICATE OF LIABILITY INSURANCE DATE PRODUCER (407)788-3000 FAX (407)788-7933 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Insurance Office of America, Inc. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AMEND,EXTEND OR P.O. Box 162207 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Altamonte Springs, FL 32716-2207 INSURERS AFFORDING COVERAGE NAIC# INSuReD Fi re Recovery USA, LLC INSURERA. Hartford Insurance Company 00914 219 Vernon Street INSURERS: Pacific Wholesale Brokers Roseville, CA 95678 INSURER C_ INSURFR D: -- INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER COCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN.THE INSURANCE AFFORDED BY THE POL'QIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE POLICY MIYBER POLICY EFFECTIVE POLICY N UMI19 GENERAL LA&U7Y 21SBMIG9495 05/01/2009 05/01/2010 EACH OCCURRENCE 5 1,000,0 % CO,aMERCWL GENERAL LwBILRY DAMAGE TO RENTED S 300,0 CLANS MADE aOCCUR JIED EXP(Arty—p —) S 10,0 A PERSONAL S ADV INJURY S 11000,0 GENERAL AGGREGATE S j 1 000 GENL AGGREGATE UNIT APPLES PER: PROOUCTS COAPIOPAGG S 2,000,0 % POLICY J1 FP LOC AUTOMOBILE LIABILITY 21SBM1G9495 OS/01/2009 OS/01/2010 COMBINED SINGLE LIMT S ANYAUTO (Laxadm) 1,000,000 ALL OWNED AUTOS BODILY INJURY S SCHEDULEDAUTOS (Pa.psFOn1 X HMO AUTOS BODILY MUM NOI OWNEDAUIOS PROPERTY DAMAGE S Ps aaiEmU GARAGE LIABILITY AUTO ONLY-EA ACCIDENT S ANY AUTO OTHER THAN EA ACC S AUTO ONLY. AGG $ EXCESSIUMBRELA UABIIffY EACHOCCURRENCE $ DCCUR ❑CLANAS MADE AGGREGATE S S DEDUCTIBLE S RETENTION $ S WORKERS COMPENSATION AND 21WECP07250 05/01/2009 05/01/2010 wcsTATu- OTH- E RS'LIABILITY R EL EACH ACCIDENT t I OOO, A ANY NY PRO PRO PRETORr➢ARTNERIEXECU . fNE � OFFrERNEMBER EXCLUDED7 E.L.DISEASE-FAEMPLOYE S 1,000,000 SPECIAL VPROVEigIS bda EI DISEASE-POL ICY UMT 5 1,000,000 Irolessional Liability PAC00000709 OS/01/2009 05/01/2010 $1,000,000 each claim B $1,000,000 aggregate $5,000 Deductible a CRIPTI NOF OPERA ILRCAM).W ICLES I EXCLUSIONS ADDED YENDORSEMENT/ ECIALPROMMONS ity ot° RoseviIre, its ot? icers, agents, volunteers an employees are additional insured, policy is primary and a Waiver of Subrogation also applies per the attached company form 550005 04 05. ee pages 17 and 18 of the attached form for actual wording. EF: All California Operations 0 day notice of cancellation for non-payment of premium applies. CERTIFICATE E CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POUCIES BE CANCELLED BEFORE THE EXPRATION DATE THEREOF,ME ISSUING INSURER WILL ENDEAVOR TO MAIL The City of Roseville, California 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, Risk Management Division BUT FARMRE TO MAIL SUCH NOTICE SHALL IMPOSE NO OSUGATION OR UABILRY 311 Vernon Street OF ANY KIND UPON THE INSURER.ITS AGENTS OR REPRESENTATIVES. Roseville, CA 95678 AUTXIXUZED REPRESENTATIVE . �(. Daniel Caudill ANSOID /G�By ACORD 25(2001!08) FAX: (916)774-5461 ©ACORD CORPORATION 1988 RFP F-09-12 SUBCONTRACTOR'S LIST As required by California State Law, the General Contractor bidding will hereinafter state the subcontractor who will be the subcontractor on the job for each particular trade or subdivision of the work in an amount in excess of one-half of one percent of the General Contractor's total bid and will state the firm name and principal location of the mill, shop, or office of each. If a General Contractor fails to specify a subcontractor, or if he specifies more than one subcontractor for the same portion of work to be performed under the contract in excess of one-half of one percent, he agrees that he is fully qualified to perform that portion himself and that he shall perform that portion himself. DIVISION OF NAME OF FIRM OR LOCATION WORK OR CONTRACTOR CITY TRADE YWt GNAt� �t l/L"✓� Print Name Signature of Bidder Company Name: �� ✓�� �� �U&7c Address: REJECTION OF BIDS The undersigned agrees that the City of San Bernardino reserves the right to reject any or all bids, and reserves the right to waive informalities in a bid or bids not affected by law, if to do seems to best serve the public interest. 24 RFP F-09-12 NON - COLLUSION AFFIDAVIT TO: THE COMMON COUNCIL, CITY OF SAN BERNARDINO In accordance with Title 23, United States Code, Section 112, the undersigned hereby states, under penalty of perjury: That he/she has not, either directly or indirectly, entered into any agreement, participated in any collusion, or otherwise taken action in restraint of free competitive proposal in connection with RFP F-09-12. Business Name F - JUL-7}14 U S/�'t Business Address Z( g LJ&j&Qru lz,7 lZo s W ct c, CA Signature of Offerors �1�w Place of Residence Subscribed and sworn before me this Y day of 5w-)e- 2CI Notary Public in and for the County of C'('Ct u n 2 to -D State of California. My commission expires McLL� ICl 2zIZ , 20_ MELISSA A.THRONE NRRR COMM.#1797823 Notary Public-CaMomia a SACRAMENTO v 's. MY(�ammission Expres May. 10.2012 mvsstvae �2 Fire Recovery USA LLC Fire Recovery Run Report Date: Department Name: City of San Bernardino Run Number: Law Enforcement Agency Report #: Report Prepared By: Location of Incident: I Type of Incident: Time On-scene: j Party Name: Resident: Y N Party Address: Insurance Company: Policy Number. Insurance Contact Number. Vehicle Make & Model: License Plate Number or VIN: Narrative (Please provide a complete description of what emergency actions were taken): Scene Procedures (Indicate all that apply): • Emergency Traffic Control ❑ Hazardous Fluids Clean-up • Airbag used for Heavy Rescue ❑ Stand-by for Hazard Fluids Clean-up ❑ Assist with Patient Injuries I ❑ Fire Suppression ❑ Set-up Landing Zone for Helicopter Ops. ❑ Salvage —❑— Multiple Causality Incident(MCI) ❑ Board-up (includes covering holes cut in roof) ❑ Traffic Control Requested by Law Enforcement ❑ Stand-by for Anton Investigation ❑ Emergency Debris Clean-up 0 Firewatch ❑ Extrication/Heavy Rescue l ❑ 1� Secure ecure Area/Stand-by (gas leak, etc.) FORM FAXED TO: 916- 290-0542 Date Faxed: r-ntact: (888) 640-7222 Vernon Street eville, CA 95678 S (� P66 SERVICES AGREEMENT This Services Agreement ("Agreement") is made effective as of 2009 ("Effective Date'), by and between FIRE RECOVERY USA, LLC., a California limited liability company ("Company"), and San Bernardino Fire Department, (-'Fire Department"). The Company and Fire Department are referred to herein individually as a "party" and collectively as the"parties." RECITALS WHEREAS, Company engages in the business of performing billing and collection services ("Company Services") for United States fire departments in connection with the motor vehicle accidents ("MVA") and other services at which the fire departments provide emergency services; WHEREAS, Fire Department seeks the services of Company to assist with the billing and collection for services that Fire Department provides in connection with MVA and other services; and WHEREAS, Company and Fire Department desire to enter into this Agreement to memorialize their agreements regarding the Company Services to be provided to Fire Department. NOW, THEREFORE, in consideration of the mutual representations, warranties and covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Company and Fire Department agree as follows: ARTICLE 1 ENGAGEMENT 1.1. Engagement. Fire Department hereby engages Company to provide the Company Services described in Article 4 herein, and Fire Department hereby accepts such engagement, all on the terms and conditions set forth herein. Company will determine the method, detail and means of performing the services detailed below. ARTICLE 2 REPRESENTATIONS AND WARRANTIES 2.1. Representations and Warranties of Company. Company hereby represents and warrants to Fire Department that, at all times during the term of this Agreement, Company is a limited liability company duly organized, validly existing and in good standing under the laws of the State of California. 2.2. Representations and Warranties of Fire Department. Fire Department hereby represents and warrants to Company that, at all times during the term of this Agreement, Fire Department is a municipal fire department and organized fire fighting unit established pursuant `..• to the laws and ordinances of the state in which Fire Department is located. ARTICLE 3 COMPANY STATUS AND QUALIFICATIONS 3.1. Independent Contractor. Company enters into this Agreement, and will remain throughout the term of the Agreement, as an independent contractor. Company agrees that it will not become an employee, partner, agent or principal of Fire Department while this Agreement is in effect. 3.2. Payment of Income Taxes. Company is responsible for paying when due all income taxes, including estimated taxes, incurred as a result of the compensation paid by Fire Department to Company for services rendered under this Agreement. On request, Company will provide Fire Department with proof of timely payment. Company agrees to indemnify fire Department for any claims, costs, losses, fees, penalties, interest, or damages suffered by Fire Department resulting from Company's failure to comply with this provision. 3.3. Use of Employees or Subcontractors. Company may, at Company's own expense, use any employees or subcontractors as Company deems necessary to perform the services required of Company by this Agreement. Fire Department may not control, direct, or supervise Company's employees or subcontractors in the performance of those services. 34. Qualifications. Company represents that it is qualified and has the skills necessary to perform the services under this Agreement in a competent and professional manner, without the advice or direction of Fire Department. 3.5. Ownership Interest. Company will have no ownership interest in Fire Department. 3.6. No Benefit Contributions. Company shall have no obligation under this Agreement to compensate or pay applicable taxes or provide employee benefits of any kind to any person employed or retained by Fire Department. 3.7. Attorney-in-Fact. Fire Department appoints Company as Fire Department's attorney-in-fact for the following purposes: (a) Billing and Collections. To bill and collect ("Collections") all revenue earned by and due to Fire Department, in connection with Fire Department's provision of emergency services at the sites of MVA and other services, and to receive all Collections on Fire Department's behalf and to sue for and give satisfaction for monies due on account and to withdraw any claims, suits, or proceedings pertaining to or arising out of Company's or Fire Department's right to collect such amounts; and (b) Endorsement. To take possession of and endorse in Fire Department's name any notes, checks, money orders, and any other instruments received as Collections. ARTICLE 4 GENERAL RESPONSIBILITIES OF COMPANY 4.1. Minimum Amount of Service. Company agrees to devote as much time and attention to the performance of the Company Services under this Agreement as may be, in Company's sole discretion, required to accomplish the tasks described herein to accomplish the results for which the Company is responsible under this Agreement. 4.2. Company Services. Contractor agrees to perform the Company Services related to billing and collections set forth in the "List of Company Services" attached hereto as Schedule "A" and incorporated herein by reference. 4.3. Non-Exclusive Relationship. Company may represent, perform services for, and contract with as many additional clients, persons, or companies as Company, in Company's sole discretion, sees fit. 4.4. Time and Place of Performing Work. Company may perform the services under this Agreement at any suitable time and location Company chooses. 4.5. Materials and Equipment. Company will supply all materials and equipment required to perform the services under this Agreement. 4.6. Workers' Compensation. Company agrees to provide workers' compensation insurance for Company and Company's employees and agents and agrees to hold harmless and indemnify Fire Department for any and all claims arising out of any injury, disability, or death of any of Company's employees or agents. 4.7. Assignment. Neither this Agreement nor any duties or obligations under this Agreement may be assigned by Company without the prior written consent of Fire Department, which consent shall not be unreasonably withheld. ARTICLE 5 COMPENSATION OF COMPANY 5.1. Compensation for Company Services. All Company Services provided pursuant to this Agreement will be provided in accordance with the terns, including compensation amounts and schedule of remittance, set forth in the "List of Company Services,"attached hereto as Schedule A. 5.2. The provisions of Article 1 I of this Agreement will govern any dispute associated with compensation. ARTICLE 6 OBLIGATIONS OF FIRE DEPARTMENT 3 6.1. Cooperation of Fire Department. The Fire Department agrees to comply with all reasonable requests of Company and provide access to all documents reasonably necessary to the performance of Company's duties under this Agreement. 6.2. Assignment. Neither this Agreement nor any duties or obligations under this Agreement may be assigned by Fire Department without the prior written consent of Company, which consent shall not be unreasonably withheld. ARTICLE 7 FIRE DEPARTMENT AUTHORIZATION 7.1. Authorization. Notwithstanding other provisions of this Agreement, Company shall obtain authorization from Fire Department prior to performing any of the following: (a) The sale conveyance, transfer, pledge exchange, assignment, hypothecation, or encumbrance of Fire Department's interest in any sums owed to Fire Department; and (b) All other limitations as stated by the terms of this Agreement. ARTICLE 8 TERMINATION OF AGREEMENT 8.1. Termination on Notice. Notwithstanding any other provision of this Agreement, either party may terminate this Agreement at any time by giving thirty (30) days written notice to the other party. Unless earlier terminated as set forth below, this Agreement shall be effective as of the date first set out above and shall continue for a period of two (2) years with Fire Departments option to renew for two additional two (2)year periods. 8.2. Termination on Occurrence of Stated Events. This Agreement will terminate automatically on the occurrence of any of the following events: (a) Bankruptcy or insolvency of either party. (b) Assignment of this Agreement by either party without the consent of the other party. The parties agree that neither party will unreasonably withhold consent to such an assignment. 8.3. Termination for Default. If either party defaults in the performance of this Agreement or materially breaches any of its provisions, the non-breaching party may terminate this Agreement by giving written notification to the breaching party. Termination will take effect immediately on receipt of notice by the breaching party or five (5) days after mailing of notice, whichever occurs first. For the purposes of this paragraph, material breach of this Agreement includes, but is not limited to, the following: �r 4 (a) Company's failure to complete the services specified in the Description of Services. (b) Fire Department's material breach of any representation, warranty or agreement contained in this Agreement. (c) Company's material breach of any representation, warranty or agreement contained in this Agreement. (d) Fire Department's yearly billable run volume is at or below six(6) runs. ARTICLE 9 PROPRIETARY RIGHTS 9.1. Confidential Information. Any written, printed, graphic, or electronically or magnetically recorded information furnished by Fire Department for Company's use are the sole property of Fire Department. This proprietary information includes, but is not limited to, customer requirements, customer lists, marketing information, and information concerning the Fire Department's employees, products, services, prices, operations, and subsidiaries. Company will keep this confidential information in the strictest confidence, and will not disclose it by any means to any person except with the Fire Department's approval, and only to the extent necessary to perform the services under this Agreement. This prohibition also applies to Company's employees, agents, and subcontractors. On termination of this Agreement, Company will return any confidential information in Company's possession to Fire Department. ARTICLE 10 INDEMNIFICATION AND INSURANCE REQUIREMENTS 10.1. Indemnification by Fire Department. Fire Department shall indemnify Company and hold it harmless from any and all liability, including reasonable attorney's fees, caused by or resulting from (i) any negligent or intentional acts or omissions of Fire Department or any officer, director, agent, or employee thereof, or (ii) any breach of this Agreement by Fire Department. 10.2. Indemnification by Company. Company shall indemnify Fire Department and hold it harmless from any and all liability, including reasonable attorneys' fees, caused by or resulting from (i) the negligent or intentional acts or omissions of Company or any officer, director, agent, or employee thereof, or(ii) any breach of this Agreement by Company. 10.3 Insurance. CONSULTANT agrees to continuously maintain, in full force and effect, the following policies of insurance during the term of this Agreement. COVERAGE LIMITS OF LIABILITY Workers Compensation Statutory 5 1 Commercial General Liability Bodily Injury: $1,000,000 each occurrence $2,000,000 aggregate Property Damage: $1,000,000 each occurrence Personal Injury: $1,000,000 each occurrence $2,000,000 aggregate Automobile Liability including Bodily Injury: endorsements for owned, $500,000 each occurrence hired and nonowned vehicles $1,000,000 aggregate Property Damage: $100,000 each occurrence CONSULTANT shall submit a certificate evidencing such coverage in a form satisfactory to the City Attorney of CITY, prior to undertaking any work hereunder. CONSULTANT shall also provide a separate endorsement form showing CITY, its officers, agents and employees as additional named insureds for each type of coverage, except for Workers' Compensation and Professional Liability. Such insurance shall specifically cover the contractual liability of CONSULTANT. The coverage shall be primary as to such additional insureds and no coverage of the CITY shall be called upon to contribute to a loss. Said certificates shall provide for at least thirty (30) days written notice to CITY prior to cancellation or modification of any insurance required by this Agreement. CONSULTANT shall furnish a certificate for the period covered by this Agreement. Any insurance written on a claims made basis is subject to the approval of the City Attorney. Insurance coverage in the minimum amounts set forth herein shall not be construed to relieve CONSULTANT of liability in excess of such coverage, nor shall it preclude CITY from taking such other actions as are available to it under any other provisions of this Agreement or law. ARTICLE 11 GENERAL PROVISIONS 11.1. Governing Law. This Agreement shall be governed in all respects by the laws of the State of California, without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction that would cause the application of the laws of any jurisdiction other that the State of California). 11.2. Entire Agreement. This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and understanding of the parties. 11.3. Successors and Assigns. Except as otherwise provided herein, the provisions hereof shall inure to the benefit of and be binding upon, the successors, assigns, heirs, executors 6 and administrators of the parties hereto. No parry may assign any of its rights or obligations hereunder without the express written consent of the other party hereto, which consent may not be unreasonably withheld; provided, however, any parry may assign any and all of its rights and interests hereunder to one or more of its affiliates and designate one or more of its affiliates to perform its obligations hereunder; provided, however, that such party remains liable for full and total performance of its obligations hereunder. 11.4. Notices. Any notices authorized to be given hereunder shall be in writing and deemed given, if delivered personally or by overnight courier, on the date of delivery, if a Business Day, or if not a business day, on the first Business Day following delivery, or if mailed, three days after mailing by registered or certified mail, return receipt requested, and in each case, addressed, as follows: If to the Company to: with a copy to Fire Recovery USA, LLC The Watkins Firm, APC 219 Vernon Street 4520 Executive Drive, Suite 105 Roseville, CA 95678 San Diego, California 92121 Attention: Mike Rivera Attention: Chris Popov, Esq. If to Fire Department to: with a copy to: y,. Attention: Attention: or if delivered by telecopier, on a Business Day before 4:00 PM local time of addressee, on transmission confirmed electronically, or if at any other time or day on the first Business Day succeeding transmission confirmed electronically, to the facsimile numbers provided above, or to such other address or telecopy number as any party shall specify to the other, pursuant to the foregoing notice provisions. When used in this Agreement, the term "Business Day" shall mean a day other than a Saturday, Sunday or a day on which commercial banks in San Diego are generally closed for business. 11.5. Waiver, Amendments. This Agreement, and the Transaction Documents, (i) set forth the entire agreement of the parties respecting the subject matter hereof, (ii) supersede any prior and contemporaneous understandings, agreements, or representations by or among the parties, written or oral, to the extent they related in any way to the subject matter hereof, and (iii) may not be amended orally, and no right or obligation of any party may be altered, except as expressly set forth in a writing signed by such party. 11.6. Counteroarts. This Agreement may be signed in several counterparts. 11.7 Expenses. Each party shall bear its own expenses incurred with respect to the preparation of this Agreement and the consummation of the transactions contemplated hereby. 7 C IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above. CITY OF SAN BERNARDINO, a FIRE RECOVERY USA, LLC, a municipal corporation California limited liability company BY: BY: its: and 8 SCHEDULE A LIST OF COMPANY SERVICES 1. Fire Recovery agrees to bill the responsible party on the Fire Department's behalf for services provided/rendered during MVAs (Motor Vehicle Accidents) and other services. The current rates are listed below, but may change over time. Fire Recovery will provide notice to Fire Department of changes in rates. 2. Fire Recovery will provide, as a normal matter of business; entry of claims and submission to the responsible party, collections of monies deemed due to the Fire Department, payments of the agreed upon percentage of said monies to Fire Department, and reporting of progress. 3. Fire Recovery agrees to bill to the best of its ability all claims provided to Fire Recovery by the Fire Department. 4. Fire Recovery will not begin litigation against a person, entity, or insurance carrier without prior written approval by the Fire Department. 5. Fire Recovery agrees to reimburse Fire Department for a portion of the monies collected at a rate of 83% of the total monies collected on the Fire Department's claims for the first six (6) months. Every six (6) months Fire recovery agrees to provide Fire Department with an audit of its collection percentage from the preceding six (6) months. If the preceding six (6) months collection percentage is equal to or greater than 65%, then Fire Recovery will be entitled to retain an addition 3% per month on monies collected until the next six (6) month audit. If a six (6) month audit shows the collection percentage drops below 65%, then Fire Recovery will reimburse Fire Department at the original rate of 83% for the following six (6) months. The collection percentage will be based on "billable runs", defined as runs where the at-fault billable individual is a non-resident and has insurance coverage. 6. Fire Recovery agrees to pay these monies collected to the Fire Department on a monthly basis, within seven (7) working days after the close and accounting of the monthly billing cycle. 7. Fire Recovery agrees to provide monthly reports via e-mail or standard mail to the Fire Department which detail billable claims outstanding (which are claims submitted, but not yet completed) and claims completed in the prior billing cycle. 8. Fire Recovery will not be responsible for, nor accept any liability for, any erroneous, invalid, or illegal procedure codes or claims submitted to Fire Recovery by the Fire Department on the Run Sheets. I