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HomeMy WebLinkAbout2015-227 1 RESOLUTION NO. 2015-227 2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF A VENDOR 3 SERVICES AGREEMENT WITH AMERIK MEDICAL BILLING TO PROVIDE 4 EMS BILLING SERVICES FOR THE EMERGENCY MEDICAL SERVICES USER FEES AND THE VOLUNTARY/PARAMEDIC MEMBERSHIP PROGRAM FEES. 5 6 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: 7 SECTION 1. Amerik Medical Billing, is the best responsible bidder regarding EMS 8 Billing Services for Emergency Medical Services User Fees and the Voluntary Membership 9 Program Fees, in accordance with Bid Specification RFP #F-16-01. All other bids are 10 hereby rejected. 11 SECTION 2. The City Manager is hereby authorized and directed to execute on 12 behalf of the City a Vendor Services Agreement with Amerik Medical Billing, a copy of 13 which is attached hereto, marked Exhibit "A" and incorporated herein by reference as fully 14 as though set forth at length. 15 SECTION 3. Said agreement will be for EMS Billing Services for Emergency 16 Medical Service User Fees and the Voluntary Membership Program Fees for the period of 17 October 19, 2015 through June 30, 2016 with two one-year renewal options (optionl July 1, 18 2016 to June 30, 2017; option 2 July 1, 2017 to June 30, 2018); renewal option is 19 contingent upon funds being available and allocated in the budget. 20 SECTION 4. The Director of Finance, or designee, is hereby authorized to issue an annual purchase order from account number 001-200-0001*5505 to Amerik Medical Billing 21 and shall be paid for such services a percentage collected on behalf of the City of San 22 Bernardino. Amerik Medical Billing compensation is per RFP #F-16-01 is based on net 23 collection rates of 22.99% year 1, 24.14% year 2, 25.35% year 3, and additional fees for 24 the Voluntary/Paramedic Subscription Program for $3.50 per renewal invoice and $20,000 25 bulk mail. The annual purchase order is for one year with the option of two single-year 26 extensions. 27 28 1 1 SECTION 5. The Amerik Medical Billing Annual Purchase Order shall incorporate 2 by reference this Resolution number, shall reference the terms in Bid Specification RFP #F- 3 16-01, and shall incorporate the terms and conditions of the bid of Amerik Medical Billing. SECTION 6. The authorization to execute the above referenced Agreement and 4 Annual Purchase Order is rescinded if the parties to the Agreement fail to execute it within 5 sixty (60) days of the passage of this Resolution. 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 2 I RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF 2 SAN BERNARDINO AUTHORIZING THE EXECUTION OF A VENDOR SERVICES AGREEMENT WITH AMERIK MEDICAL BILLING TO PROVIDE 3 EMS BILLING SERVICES FOR THE EMERGENCY MEDICAL SERVICES USER 4 FEES AND THE VOLUNTARY/PARAMEDIC MEMBERSHIP PROGRAM FEES. 5 6 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and 7 Common Council of the City of San Bernardino at a joint regular meeting thereof, held on the 8 19th day of October, 2015, by the following vote, to wit: 9 Council Members: AYES NAYS ABSTAIN ABSENT 10 11 MARQUEZ X 12 BARRIOS X 13 VALDIVIA x 14 SHORETT X 15 NICKEL X 16 JOHNSON X 17 18 MULVIHILL X 19 �`�- Geor ann Hanna, CMC 20 City Clerk 21 `f The foregoing resolution is hereby approved this day of Octo e 2015. 22 23 r G 24 R. Carey D vis, Mayor City of S Bernardino 25 Approved as to form: 26 Gary D. Saenz, City Attorney 27 w 28 By 3 2015-227 Exhibit "A" VENDOR SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND AMERIK MEDICAL BILLING FOR EMS BILLING SERVICES This Vendor Services Agreement is entered into this 19th day of October 2015, by and between Amerik Medical Billing ("VENDOR") and the City of San Bernardino ("CITY" or"San Bernardino'). WITNESSETH: WHEREAS, the CITY has need for EMS Billing Services for Emergency Medical Services User Fees and Voluntary/Paramedic Membership Fees; and WHEREAS, the Mayor and Common Council has determined that it is advantageous and in the best interest of the CITY to contract for EMS Billing Services; and WHEREAS, the City of San Bernardino did solicit and accept quotes from available vendors for EMS Billing Services; and, WHEREAS, VENDOR is the lowest and best bidder to provide said services to CITY; NOW,THEREFORE, the parties hereto agree as follows: 1. SCOPE OF SERVICES. For the remuneration stipulated, San Bernardino hereby engages the services of VENDOR to provide those products and services as set forth on Attachment "2" attached hereto and incorporated herein. 2. COMPENSATION AND EXPENSES. a. CITY shall compensate VENDOR for EMS Billing Services, Paramedic Subscription Renewal, and Paramedic Subscription Bulk Mail an amount equal to VENDOR's net collections, in accordance with and more specifically set forth in the VENDOR's Cost Proposal, attached hereto and incorporated herein as Attachment 2. b. VENDOR shall provide City of San Bernardino Fire Department with a monthly invoice in arrears and shall be provided payment within thirty (30) days therefrom. CITY retains the right to challenge all or any part of an invoice. c. No other expenditures made by VENDOR shall be reimbursed by CITY. 3. TERM; TERMINATION. The term of this Agreement shall be for a period of three years with two one year renewal options. The term of this Agreement shall be for the period of October 19, 2015 through June 30, 2016. This Agreement shall automatically renew for two successive single year periods (option 1 July 1, 2016 to June 30, 2017; option 2 July 1, 2017 to June 30, 2018); renewal option is I 2015-227 contingent upon funds being available and allocated in the budget. Option year shall become effective only upon issuance by the City of a duly authorized Purchase Order. This Agreement may be terminated at any time by thirty (30) days' written notice by either party. The terms of this Agreement shall remain in force unless mutually amended. The duration of this Agreement may be extended with the written consent of both parties. 4. INDEMNITY. Vendor agrees to and shall indemnify and hold the City, its elected officials, employees, agents or representatives, free and harmless from all claims, actions, damages and liabilities of any kind and nature arising from bodily injury, including death, or property damage, based or asserted upon any actual or alleged act or omission of Vendor, its employees, agents, or subcontractors, relating to or in any way connected with the accomplishment of the work or performance of services under this Agreement, unless the bodily injury or property damage was actually caused by the sole negligence of the City, its elected officials, employees, agents or representatives. As part of the foregoing indemnity, Vendor agrees to protect and defend at its own expense, including attorney's fees, the City, its elected officials, employees, agents or representatives from any and all legal actions based upon such actual or alleged acts or omissions. Vendor hereby waives any and all rights to any types of express or implied indemnity against the City, its elected officials, employees, agents or representatives, with respect to third party claims against the Vendor relating to or in any way connected with the accomplishment of the work or performance of services under this Agreement. 5. INSURANCE. While not restricting or limiting the foregoing, during the term of this Agreement, VENDOR shall maintain in effect policies of comprehensive public, general and automobile liability insurance, in the amount of$1,000,000.00 combined single limit, and statutory worker's compensation coverage, and shall file copies of said policies with the CITY's Risk Manager prior to undertaking any work under this Agreement. CITY shall be set forth as an additional named insured in each policy of insurance provided hereunder. The Certificate of Insurance furnished to the CITY shall require the insurer to notify CITY at least 30 days prior to any change in or termination of the policy. 6. 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. 7. INDEPENDENT CONTRACTOR. VENDOR shall perform work tasks provided by this Agreement, but for all intents and purposes VENDOR shall be an independent contractor and not an agent or employee of the CITY. VENDOR shall secure, at its expense, and be responsible for any and all payment of 2 2015-227 Income Tax, Social Security, State Disability Insurance Compensation, Unemployment Compensation, and other payroll deductions for VENDOR and its officers, agents, and employees, and all business license, if any are required, in connection with the services to be performed hereunder. 8. BUSINESS REGISTRATION CERTIFICATE AND OTHER REQUIREMENTS. VENDOR warrants that it possesses or shall obtain prior to execution of this Agreement, 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. 9. NOTICES. Any notices to be given pursuant to this Agreement shall be deposited with the United States Postal Service, postage prepaid and addressed as follows: TO THE CITY: TO THE VENDOR: Acting Fire Chief Thomas Hannemann and Amerik Medical Billing EMS Coordinator Carly Crews 20902 Bake Pkwy Suite 112-114 300 North"D" Street Lake Forest, CA 92630 San Bernardino, CA 92418 Telephone: (949) 981-0299 Telephone: (909) 384-5286 10. ATTORNEYS' FEES In the event that litigation is brought by any party in connection with this Agreement, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions or provisions hereof. The costs, salary and expenses of the City Attorney and members of his office in enforcing this Agreement on behalf of the CITY shall be considered as "attorneys' fees" for the purposes of this paragraph. 11. ASSIGNMENT. VENDOR shall not voluntarily or by operation of law assign, transfer, sublet or encumber all or any part of the VENDOR's interest in this Agreement without CITY's prior written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void and shall constitute a breach of this Agreement and cause for the termination of this Agreement. Regardless of CITY's consent, no subletting or assignment shall release VENDOR of VENDOR's obligation to perform all other obligations to be performed by VENDOR hereunder for the term of this Agreement. 12. VENUE. 3 2015-227 The parties hereto agree that all actions or proceedings arising in connection with this Agreement shall be tried and litigated either in the State courts located in the County of San Bernardino, State of California or the U.S. District Court for the Central District of California, Riverside Division. The aforementioned choice of venue is intended by the parties to be mandatory and not permissive in nature. 13. GOVERNING LAW. This Agreement shall be governed by the laws of the State of California. 14. SUCCESSORS AND ASSIGNS. This Agreement shall be binding on and inure to the benefit of the parties to this Agreement and their respective heirs, representatives, successors, and assigns. 15. 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. 16. 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. 17. 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. 18. ENTIRE AGREEMENT; MODIFICATION. This Agreement constitutes the entire agreement and the understanding between the parties, and supersedes any prior agreements and understandings relating to the subject matter of this Agreement. This Agreement may be modified or amended only by a written instrument executed by all parties to this Agreement. 4 2015-227 VENDOR SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND AMERIK MEDICAL BILLING FOR EMS BILLING SERVICES IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day and date set forth below. Dated: 12015 VENDOR. By: Its: Dated , 2015 CITY OF SAN BERNARDINO By: Allen Parker, City Manager Approved as to Form: Gary D. Saenz, City Attorney B y.t s 2015-227 Exhibit "A" VENDOR SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND AMERIK MEDICAL BILLING FOR EMS BILLING SERVICES This Vendor Services Agreement is entered into this 19th day of October 2015, by and between Amerik Medical Billing("VENDOR") and the City of San Bernardino ("CITY" or"San Bernardino"). WITNESSETH: WHEREAS, the CITY has need for EMS Billing Services for Emergency Medical Services User Fees and Voluntary/Paramedic Membership Fees; and WHEREAS, the Mayor and Common Council has determined that it is advantageous and in the best interest of the CITY to contract for EMS Billing Services; and WHEREAS, the City of San Bernardino did solicit and accept quotes from available vendors for EMS Billing Services; and, WHEREAS, VENDOR is the lowest and best bidder to provide said services to CITY; NOW,THEREFORE, the parties hereto agree as follows: 1. SCOPE OF SERVICES. For the remuneration stipulated, San Bernardino hereby engages the services of VENDOR to provide those products and services as set forth on Attachment "2" attached hereto and incorporated herein. 2. COMPENSATION AND EXPENSES. a. CITY shall compensate VENDOR for EMS Billing Services, Paramedic Subscription Renewal, and Paramedic Subscription Bulk Mail an amount equal to VENDOR's net collections, in accordance with and more specifically set forth in the VENDOR's Cost Proposal, attached hereto and incorporated herein as Attachment 2. b. VENDOR shall provide City of San Bernardino Fire Department with a monthly invoice in arrears and shall be provided payment within thirty (30) days therefrom. CITY retains the right to challenge all or any part of an invoice. c. No other expenditures made by VENDOR shall be reimbursed by CITY. 3. TERM; TERMINATION. The term of this Agreement shall be for a period of three years with two one year renewal options. The term of this Agreement shall be for the period of October 19, 2015 through June 30, 2016. This Agreement shall automatically renew for two successive single year periods (option 1 July 1, 2016 to June 30, 2017; option 2 July 1, 2017 to June 30, 2018); renewal option is 2015-227 contingent upon funds being available and allocated in the budget. Option year shall become effective only upon issuance by the City of a duly authorized Purchase Order. This Agreement may be terminated at any time by thirty (30) days' written notice by either party. The terms of this Agreement shall remain in force unless mutually amended. The duration of this Agreement may be extended with the written consent of both parties. 4. INDEMNITY. Vendor agrees to and shall indemnify and hold the City, its elected officials, employees, agents or representatives, free and harmless from all claims, actions, damages and liabilities of any kind and nature arising from bodily injury, including death, or property damage, based or asserted upon any actual or alleged act or omission of Vendor, its employees, agents, or subcontractors, relating to or in any way connected with the accomplishment of the work or performance of services under this Agreement, unless the bodily injury or property damage was actually caused by the sole negligence of the City, its elected officials, employees, agents or representatives. As part of the foregoing indemnity, Vendor agrees to protect and defend at its own expense, including attorney's fees, the City, its elected officials, employees, agents or representatives from any and all legal actions based upon such actual or alleged acts or omissions. Vendor hereby waives any and all rights to any types of express or implied indemnity against the City, its elected officials, employees, agents or representatives, with respect to third party claims against the Vendor relating to or in any way connected with the accomplishment of the work or performance of services under this Agreement. 5. INSURANCE. While not restricting or limiting the foregoing, during the term of this Agreement, VENDOR shall maintain in effect policies of comprehensive public, general and automobile liability insurance, in the amount of$1,000,000.00 combined single limit, and statutory worker's compensation coverage, and shall file copies of said policies with the CITY's Risk Manager prior to undertaking any work under this Agreement. CITY shall be set forth as an additional named insured in each policy of insurance provided hereunder. The Certificate of Insurance furnished to the CITY shall require the insurer to notify CITY at least 30 days prior to any change in or termination of the policy. 6. 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. 7. INDEPENDENT CONTRACTOR. VENDOR shall perform work tasks provided by this Agreement, but for all intents and purposes VENDOR shall be an independent contractor and not an agent or employee of the CITY. VENDOR shall secure, at its expense, and be responsible for any and all payment of 2015-227 Income Tax, Social Security, State Disability Insurance Compensation, Unemployment Compensation, and other payroll deductions for VENDOR and its officers, agents, and employees, and all business license, if any are required, in connection with the services to be performed hereunder. 8. BUSINESS REGISTRATION CERTIFICATE AND OTHER REQUIREMENTS. VENDOR warrants that it possesses or shall obtain prior to execution of this Agreement, 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. 9. NOTICES. Any notices to be given pursuant to this Agreement shall be deposited with the United States Postal Service, postage prepaid and addressed as follows: TO THE CITY: TO THE VENDOR: Acting Fire Chief Thomas Hannemann and Amerik Medical Billing EMS Coordinator Carly Crews 20902 Bake Pkwy Suite 112-114 300 North"D" Street Lake Forest, CA 92630 San Bernardino, CA 92418 Telephone: (949) 981-0299 Telephone: (909) 384-5286 10. ATTORNEYS' FEES In the event that litigation is brought by any party in connection with this Agreement, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions or provisions hereof. The costs, salary and expenses of the City Attorney and members of his office in enforcing this Agreement on behalf of the CITY shall be considered as "attorneys' fees" for the purposes of this paragraph. 11. ASSIGNMENT. VENDOR shall not voluntarily or by operation of law assign, transfer, sublet or encumber all or any part of the VENDOR's interest in this Agreement without CITY's prior written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void and shall constitute a breach of this Agreement and cause for the termination of this Agreement. Regardless of CITY's consent, no subletting or assignment shall release VENDOR of VENDOR's obligation to perform all other obligations to be performed by VENDOR hereunder for the term of this Agreement. 12. VENUE. 3 2015-227 The parties hereto agree that all actions or proceedings arising in connection with this Agreement shall be tried and litigated either in the State courts located in the County of San Bernardino, State of California or the U.S. District Court for the Central District of California, Riverside Division. The aforementioned choice of venue is intended by the parties to be mandatory and not permissive in nature. 13. GOVERNING LAW. This Agreement shall be governed by the laws of the State of California. 14. SUCCESSORS AND ASSIGNS. This Agreement shall be binding on and inure to the benefit of the parties to this Agreement and their respective heirs, representatives, successors, and assigns. 15. 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. 16. 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. 17. 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. 18. ENTIRE AGREEMENT; MODIFICATION. This Agreement constitutes the entire agreement and the understanding between the parties, and supersedes any prior agreements and understandings relating to the subject matter of this Agreement. This Agreement may be modified or amended only by a written instrument executed by all parties to this Agreement. 4 2015-227 VENDOR SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND AMERIK MEDICAL BILLING FOR EMS BILLING SERVICES IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day and date set forth below. Dated: 3 ' 2015 VENDOR. By: Its: Dated /®le 6, , 2015 CITY OF SAN BERNARDINO Y n Parker, City Manager Approved as to Form: Gary D. Saenz, City Attorney By. N s