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ORIGINAL
CITY OF SAN BERNARDINO - REQUEST FOR COUNCIL ACTION
From:
LINN LIVINGSTON
Subject: RESOLUTION OF THE
MAYOR AND COMMON COUNCIL OF
THE CITY OF SAN BERNARDINO
AUTHORIZING THE EXECUTION OF A
SERVICES AGREEMENT WITH LIEN
ON ME, INC. TO PROVIDE BILL
REVIEW SERVICES FOR THE CITY'S
WORKERS' COMPENSATION
PROGRAM THROUGH THE END OF
FISCAL YEAR 2008-2009
Dept:
HUMAN RESOURCES
Date:
OCTOBER 13, 2008
MICC Meeting Date: Oct. 20, 2008
Synopsis of Previous Council Action:
Recommended Motion:
Adopt Resolution
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-D~Dl/1'~ j ~~
Signature
Contact person:
Linn Livinqston
Phone:
384-5161
Supporting data attached: Yes
Ward:
FUNDING REQUIREMENTS: Amount:
$100,000
Source: (Acct. No.)
678-452-5163
(Acct. Description)
Council Notes:
Finance:
8s~ ZQ:?6"-70o
Agenda Item NO.~
It>. '2.(J- (J'
CITY OF SAN BERNARDINO - REQUEST FOR COUNCIL ACTION
Staff Report
Subiect
Resolution of the Mayor and Common Council of the City of San Bernardino authorizing the
execution of a Services Agreement with Lien On Me, Inc. to provide bill review services for the
City's Workers' Compensation Program through the end of Fiscal Year 2008-2009.
Backl!round
The Workers' Compensation Division of the Human Resources Department administers the
City's Self-insured Workers' Compensation Program. The Division provides Workers'
Compensation coverage to approximately 1,700 City and Water employees who receive medical
treatment and services in accordance with Workers' Compensation regulations. Mandated
treatment can include medical, surgical, chiropractic, acupuncture, and hospital treatment,
including nursing, medicine, medical and surgical supplies, crutches and apparatuses, including
orthotic and prosthetic devices, as well as other services which are reasonably required to cure or
relieve the injured worker from the effects of his or her injury.
Due to the rising cost of medical treatment and care, the State of California has adopted an
Official Medical Fee Schedule. This schedule regulates the costs of care associated with all
medical treatments and ensures the reasonableness of this care so as not to impose an
unnecessary hardship on employers.
Over the years, the City has utilized medical cost containment programs to control the City's
Workers' Compensation costs. The Workers' Compensation Division, on average, processes
over 8,280 bills per year, which include pharmacy, hospital, state fees and physician services. To
control costs, the City initially entered into a Services Agreement with Beech Street of California
and then in 1998 contracted with Lien On Me, Inc.
As the City's cost containment bill review provider, Lien On Me, Inc. ensures mandated
compliance by auditing and reviewing pharmacy bills, inpatient hospital bills, outpatient hospital
bills, lien defense, and providing mandatory state reporting on behalf of the City. Over the years,
Lien On Me, Inc. has saved the City hundreds of thousands of dollars. The cost of each service is
identified in "Exhibit I" under Scope of Services.
The Human Resources Department recently became aware that the previous Services Agreement
with Lien On Me, Inc. needed to be renewed. To remedy this problem, an updated Services
Agreement with Lien On Me, Inc. is requested for the remainder of Fiscal Year 2008/09. Since
this service has not gone out for bid for several years, an RFP process will be conducted prior to
Fiscal Year 2009/1 O.
Financial Impact
The financial impact for the FY 2008/09 should not exceed $100,000. Costs may vary due to the
rising cost of medical care.
Recommendation
Adopt Resolution.
IIR/Agenda Items:SR.LOM.200R
Resolution No
COrPY
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RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY 0
SAN BERNARDINO AUTHORIZING THE EXECUTION OF A SERVICE
AGREEMENT WITH LIEN ON ME, INC. TO PROVIDE BILL REVIEW SERVICE
FOR THE CITY'S WORKERS' COMPENSATION PROGRAM THROUGH THE EN
OF FISCAL YEAR 2008-2009
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BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF
SAN BERNARDINO AS FOLLOWS:
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SECTION ]: The Acting City Manager of the City of San Bernardino is hereby
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authorized and directed to execute on behalf of said City an Agreement with Lien On Me, Inc.
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for the provision of Workers' Compensation medical biIl review services. A copy of the
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Agreement is attached hereto marked Exhibit "A" and incorporated herein by reference as
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though fuIly set forth at length.
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SECTION 2: This purchase IS exempt from the formal contract procedures of
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Section 3.04.0]0 of the San Bernardino Municipal Code, pursuant to Section 3.040.01O.B.3 of
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said Code.
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SECTION 3: Pursuant to this determination, the Director of Finance or his/her designee
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is hereby authorized to issue a Purchase Order to Lien On Me, Inc. in the amount not to exceed
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$100,000.
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SECTION 4: The Purchase Order shaIl reference this Resolution No. 2008
and
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shaIl read "Lien On Me, Inc. for the provision of Workers' Compensation biIl review services,
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Purchase Order No.
not to exceed $]00,000" and shaIl incorporate the terms and
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conditions of this Resolution and attached Services Agreement.
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SECTION 5: The authorization to execute the above-mentioned agreement is rescinded
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if the parties to the agreement fail to execute it within sixty (60) days of the passage of this
25 Resolution.
1/1 If) -;ltJ-og
1/1
.d:f ) ~
1/1
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RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY 0
SAN BER..""ARDINO AUTHORIZING THE EXECUTION OF A SERVICE
AGREEMENT WITH LIEN ON ME, INC. TO PROVIDE BILL REVIEW SERVICE
FOR THE CITY'S WORKERS' COMPENSATION PROGRAM THROUGH THE EN
OF FISCAL YEAR 2008-2009
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I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and
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Common Council of the City of San Bernardino at a _
meeting thereof, held
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on
day of
, 2008, by the following vote, to wit:
7
AYES
NA YES
ABSTAIN ABSENT
Rachel G. Clark, City Clerk
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The foregoing resolution IS hereby approved this
day of
t9
,2008.
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Patrick J. Morris, Mayor
City of San Bernardino
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Approved as to form:
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JAMES F. PENMAN,
24 City Attorney
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By:
I\genda Items:Reso.LOM .2008
EXHIBIT "A"
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SERVICES AGREEMENT
THIS AGREEMENT is made and entered into this 20th day of October, 2008
("Effective Date"), by and between the CITY OF SAN BERNARDINO, a charter city
("CITY"), and Lien On Me, Inc. ("CONSULT ANT").
WITNESSETH:
A.
WHEREAS, CITY proposes to have CONSULT ANT perform the services
described herein below; and
B. WHEREAS, CONSULTANT represents that it has that degree of specialized
expertise contemplated within California Government Code, Section 37103, and holds all
necessary licenses to practice and perform the services herein contemplated; and
C.
WHEREAS, CITY and CONSULTANT desire to contract for professional
services as described in the Scope of Services, attached hereto as Exhibit "1 "; and
D. WHEREAS, no official or employee of CITY has a financial interest, within the
provisions of California Government Code, Sections 1090-1092, in the subject matter of this
Agreement.
NOW, THEREFORE, for and in consideration of the mutual covenants and conditions
contained herein, the parties hereby agree as follows:
1.0. SERVICES PROVIDED BY CONSULTANT
1.1. Scope of Services. For the remuneration stipulated, CONSULTANT shall
provide the professional services described in the Scope of Services attached hereto as Exhibit
"1" and incorporated herein by this reference ("Services"). If a conflict arises between the
Scope of Services document and this Professional Services Agreement (hereinafter
"Agreement"), the terms of the Agreement shall govern.
1.2. Professional Practices. All Services to be provided by CONSULTANT pursuant
to this Agreement shall be provided by skilled personnel and in a manner consistent with the
standards of care, diligence and skill ordinarily exercised by professional consultants in similar
fields and circumstances in accordance with sound professional practices. CONSULTANT
also warrants that it is familiar with all laws that may affect its performance of this Agreement
2 and shall advise CITY of any changes in any laws that may affect CONSULT ANT's
3 performance of this Agreement if the CONSULTANT has actual knowledge of such changes.
4 CONSULTANT and the CITY each represent that no CITY employee will provide any Services
5 under this Agreement.
6 1.3. Warrantv. CONSULTANT warrants that it shall perform the Services required
7 by this Agreement in compliance with all applicable Federal and California employment laws
8 including, but not limited to, those laws related to minimum hours and wages; occupational
9 health and safety; fair employment and employment practices; workers' compensation insurance
10 and safety in employment; and all other Federal, State and local laws and ordinances applicable
1] to the services required under this Agreement. CONSULTANT shall indemnify and hold
12 harmless CITY from and against all claims, demands, payments, suits, actions, proceedings, and
13 judgments of every nature and description including reasonable attorneys' fees and costs, or
14 recovered against CITY to the extent arising from CONSULT ANT's violation of any such
15 applicable law.
16 1.4. Non-discrimination. In performing this Agreement, CONSULTANT shall not
17 engage Ill, nor permit its officers, employees or agents to engage in, discrimination in
18 employment of persons because of their race, religion, color, national origin, ancestry, age,
19 mental or physical disability, medical condition, marital status, sexual gender or sexual
20 orientation, except as permitted pursuant to Section 12940 of the Goverrunent Code. Violation
21 of this provision may result in the imposition of penalties referred to in Labor Code, Section
22 1735.
23 1.5 Non-Exclusive Agreement. CONSULTANT acknowledges that CITY may enter
24 into agreements with other consultants for services similar to the Services that are subject to this
25 Agreement or may have its own employees perform services similar to those services
contemplated by this Agreement.
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1.6. Delegation and Assignment. This is a personal service contract, and the duties
2 set forth herein shall not be delegated or assigned to any person or entity without the prior
3 written consent of CITY, which consent shall not be umeasonably withheld or delayed.
4 CONSULTANT may engage a subcontractor(s) as permitted by law and may employ other
5 personnel to perform services contemplated by this Agreement at CONSULTANT's sole cost
6 and expense.
7 1.7 Duty of Loyaltv/Conflict of Interest. The CONSULTAJ."\lT understands and
8 agrees that as the CITY's consultant, CONSULT ANT shall maintain a fiduciary duty and a duty
9 of loyalty to the CITY in performing CONSULTANT's obligations under this Agreement.
10 CONSULTANT, in performing its obligations under this Agreement, is governed by
11 California's conflict of interest laws, Government Code Section 87100 et seq., and Title 2,
12 California Code of Regulations, Section 18700 et seq.
13 1.8 CITY Business Certificate. CONSULTANT shall obtain and maintain during
14 the term of this Agreement, a valid CITY Business Registration Certificate pursuant to Title 5
15 of the City of San Bernardino Municipal Code and any and all other licenses, permits,
16 qualifications, insurance and approvals of whatever nature that are legally required of
17 CONSULTANT to practice its profession, skill or business.
18 2.0. COMPENSATION AND BILLING
19 2.1. Compensation. Except as provided herein, CONSULTANT compensation shall
20 be as set forth in Exhibit "I".
21 2.2. Additional Services. CONSULTANT shall not receive compensation for any
22 services provided outside the scope of services specified in Exhibit "I" unless the CITY, prior
23 to CONSULT ANT performing the additional services, approves such additional services
24 in wliting. It is specifically understood that oral requests and/or approvals of such additional
25 services or additional compensation shall be barred and are unenforceable.
2.3. Method of Billing. CONSULTANT may submit invoices to CITY for approval.
Said invoice shall be based on the total of all CONSULT ANT's services which have been
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perfonued in accordance with the tenus of this Agreement during the period covered by such
2 invoice. CITY shall pay CONSULTANT's invoice within thirty (30) days from the date CITY
3 receives said invoice. The invoice shall describe in detail the services perfonued and the
4 associated time for completion. Any additional services approved and perfonued pursuant to
5 this Agreement shall be designated as "Additional Services" and shall identify the number ofthe
6 authorized change order, where applicable, on all invoices.
7 2.4. Records and Audits. Records of CONSULTANT's Services directly relating to
8 this Agreement shall be maintained in accordance with generally recognized accounting
9 principles and shall be made available to CITY for inspection and/or audit at mutually
10 convenient times for a period of three (3) years from the Effective Date. Any such inspection
11 shall be conducted at the CITY's expense, during normal business hours and upon reasonable
12 prior written notice to CONSULT ANT. Such audit shall also be subject to the execution of a
13 confidentiality agreement regarding inadvertent access to confidential information not related to
14 the CITY.
15 3.0. TERM AND NOTIFICATION.
16 3.1. Term. This Agreement shall commence on the Effective Date and continue until
17 June 30, 2009 unless the Agreement is previously terminated as provided for herein.
18 3.2 Termination. CITY or CONSULTANT may terminate the Services provided
19 under Section 1.1 of this Agreement upon thirty (30) days written notice to the other party. In
20 the event of termination, CONSULTANT shall be paid the reasonable value of Services
21 rendered to the date of termination.
22 3.3 Documents. In the event of an early termination of this Agreement, all
23 documents prepared by CONSULT ANT in its performance of this Agreement including, but not
24 limited to, workers' compensation medical bills, shall be delivered to the CITY within ten (10)
25 days of delivery of termination notice to CONSULTANT, at no cost to CITY. Any use of
uncompleted documents without specific written authorization from CONSULT ANT shall be at
CITY's sole risk and without liability or legal expense to CONSULT ANT.
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4.0. INSURANCE
2 4.1. Scope and Limits of Insurance. CONSULT ANT shall obtain and maintain
3 during the term of this Agreement all of the following insurance coverages:
4 (a) Commercial general liability, including premises-operations,
5 products/completed operations, broad form property damage, blanket
6 contractual liability, independent contractors, personal injury with a
7 policy limit of One Million Dollars ($1,000,000.00), combined single
8 limits, per occurrence and aggregate.
9 (b) Automobile liability for owned vehicles, hired, and non-owned vehicles,
10 with a policy limit of One Million Dollars ($1,000,000.00), combined
11 single limits, per occurrence and aggregate.
12 (c) Workers' compensation insurance as required by the State of California.
13 4.2. Endorsements. The commercial general liability insurance policy shall contain
14 or be endorsed, using general policy endorsements, to contain the following provisions:
15 (a) Additional insureds: "The City of San Bernardino and its elected and
16 appointed boards, officers, and employees are additional insureds with
17 respect to their vicarious liability arising out of CONSULTANT's
18 performance of the Services hereunder."
19 (b) Other insurance: "Any other insurance maintained by the City of San
20 Bernardino shall be excess and not contributing with the insurance
21 provided by this policy with respect to claims arising solely and directly
22 from CONSULTANT's provision ofthe Services."
23 4.3. Certificates of Insurance. CONSULTANT shall provide to CITY certificates of
24 insurance showing the insurance coverages and required endorsements described above, prior to
25 performing any services under this Agreement.
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4.4. Non-limiting. Nothing in this Section shall be construed as limiting in any way,
2 the indemnification provision contained in this Agreement, or the extent to which
3 CONSULTANT may be held responsible for payments of damages to persons or property.
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4.5
Notice of Cancellation: CONSULT ANT shall provide the CITY thirty (30) days
5 prior written notice of cancellation of or a material change in any of the required coverages.
6 5.0. GENERAL PROVISIONS
7 5.1. Entire Agreement: This Agreement, together with Exhibit "I" attached hereto
8 constitutes the entire Agreement between the parties with respect to any matter referenced
9 herein and supersedes any and all other prior writings and oral negotiations. This Agreement
10 may be modified only in writing, and signed by the parties in interest at the time of such
II modification. The terms of this Agreement shall prevail over any inconsistent provision in any
12 other contract document appurtenant hereto, including the exhibit to this Agreement.
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5.2. Notices. Any notices, documents, correspondence or other communications
14 concerning this Agreement or the work hereunder may be provided by personal delivery,
15 deemed served or delivered: a) at the time of delivery if such communication is sent by personal
16 delivery; b) at the time of transmission if such communication is sent by facsimile; and c) 48
17 hours after deposit in the U.S. Mail as reflected by the official U.S. postmark if such
18 communication is sent through regular United States mail.
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IF TO CONSULTANT:
IF TO CITY:
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Goldie Gals~an,
Vice-President of Client Services
Lien On Me, Inc.
P.O. Box 91630
Pasadena, CA 91109
Telephone: (626) 921-1120
Fax: (626) 921-1132
Linn Livingston,
Human Resources Director
City of San Bernardino
300 North "D" Street
San Bernardino, CA 92418
Telephone: (909) 384-5161
Fax: (909) 384-5397
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5.3. Attorneys' Fees: In the event that litigation is brought by any party in connection
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with this Agreement, the prevailing party shall be entitled to recover from the opposing party all
costs and expenses, including reasonable attorneys' fees, incuned by the prevailing party in the
exercise of any of its rights or remedies hereunder or the enforcement of any of the terms,
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conditions, or provisions hereof. The costs, salary and expenses of the City Attorney and
2 members of his office in enforcing this contract on behalf of the CITY shall be considered as
. 3 "attorneys' fees" for the purposes of this Agreement.
4 5.4. Governing Law. This Agreement shall be governed by and construed under the
5 laws of the State of California without giving effect to that body of laws pertaining to conflict of
6 laws. In the event of any legal action to enforce or interpret this Agreement, the parties hereto
7 agree that the sole and exclusive venue shall be a court of competent jurisdiction located in San
8 Bernardino County, California.
9 5.5. Assignment: CONSULT ANT shall not voluntarily or by operation of law
10 assign, transfer, sublet or encumber all or any part of CONSULT A.."lT's interest in this
11 Agreement to an unrelated third party without CITY's prior written consent, which consent shall
12 not be unreasonably withheld or delayed. Any attempted assignment, transfer, subletting or
13 encumbrance shall be void and shall constitute a breach of this Agreement and cause for
14 termination of this Agreement. Regardless of CITY's consent, no subletting or assignment shall
15 release CONSULTANT of CONSULTANT's obligation to perform all other obligations to be
16 performed by CONSULT ANT hereunder for the term of this Agreement.
17 5.6. Indemnification and Hold Harmless. CONSULTANT shall protect, defend,
18 indemnify and hold harmless CITY and its elected and appointed officials, boards,
19 commissions, officers and employees from any and all claims, losses, demands, suits,
20 administrative actions, penalties, liabilities and expenses, including reasonable attorneys' fees,
21 damage to property or injuries to or death of any person or persons or damages of any nature
22 including, but not limited to, all civil claims or workers' compensation claims to the extent
23 directly arising from or in CONSULT ANT's negligent or wrongful acts or omissions in
24 connection with the performance under this Agreement.
25 5.7. Independent Contractor. CONSULT ANT, at all times while performing under
this Agreement, is and shall be acting as an independent contractor and not as an agent or
employee of CITY. CONSULT ANT shall secure, at his expense, and be responsible for any
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and all payment of wages, benefits and taxes including, but not limited to, Income Tax, Social
2 Security, State Disability Insurance Compensation, Unemployment Compensation, and other
3 payroll deductions for CONSULT ANT and its officers, agents, and employees, and all business
4 licenses, if any are required, in connection with the Services to be performed hereunder. Neither
5 CONSULT ANT nor its officers, agents and employees shall be entitled to receive any benefits
6 which employees of CITY are entitled to receive and shall not be entitled to Workers'
7 Compensation insurance, unemployment compensation, medical insurance, life insurance, paid
8 vacations, paid holidays, pension, profit sharing or Social Security on account of
9 CONSULTANT and its officers', agents' and employees' work for the CITY. This Agreement
10 does not create the relationship of agent, servant, employee partnership or joint venture between
II the CITY and CONSULTANT.
12 5.8. Conflict of Interest Disclosure: CONSULT ANT or its employee may be subject
13 to the provisions of the California Political Reform Act of 1974 (the "Act"), which (I) requires
14 such persons to disclose financial interests that may be materially affected by the work
15 performed under this Agreement, and (2) prohibits such persons from making or participating in
16 making decisions that will have a foreseeable financial affect on such interest.
17 CONSULT ANT shall conform to all requirements of the Act. Failure to do so
18 constitutes a material breach and is grounds for termination of the Agreement by CITY.
19 5.9. Responsibilitv for Errors. CONSULT ANT shall be responsible for its work and
20 results under this Agreement. CONSULT ANT, when requested, shall furnish clarification
21 and/or explanation as may be required by the CITY's representative, regarding any services
22 rendered under this Agreement at no additional cost to CITY. In the event that an error or
23 omission attributable to CONSULT ANT occurs, then CONSULTANT shall, at no cost to
24 CITY, provide all other CONSULTANT professional services necessary to rectify and correct
25 the matter to the sole satisfaction of CITY and to participate in any meeting required with
regard to the correction. CONSULT ANT will assume the information supplied by the CITY, (or
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on its behalf by third parties) is accurate and complete. CONSULTA..l\!T's responsibilities (and
2 associated compensation) do not include independent verification of required information.
3 Problems with information quality and/or delays in providing such information may result in a
4 delay in the performance of the Services or an increase in fees.
5 5.10. Prohibited Emplovrnent. CONSULTANT shall not employ any current
6 employee of CITY to perform the work under this Agreement while this Agreement is in effect.
7 5.11. Costs. Each party shall bear its own costs and fees incurred in the preparation
8 and negotiation of this Agreement and in the performance of its obligations hereunder except as
9 expressly provided herein.
10 5.12. No Third Party Beneficiary Rights. This Agreement is entered into for the sole
11 benefit of CITY and CONSULT ANT and no other parties are intended to be direct or incidental
12 beneficiaries of this Agreement and no third party shall have any right in, under or to this
13 Agreement.
14 5.13. Headings Paragraphs and subparagraph headings contained in this Agreement
15 are included solely for convenience and are not intended to modify, explain or to be a full or
16 accurate description of the content thereof and shall not in any way affect the meaning or
17 interpretation of this Agreement.
18 5.14. Amendments. Only a writing executed by all of the parties hereto or their
19 respective successors and assigns may amend this Agreement.
20 5.15. Waiver. The delay or failure of either party at any time to require performance
21 or compliance by the other of any of its obligations or agreements shall in no way be deemed a
22 waiver of those rights to require such performance or compliance. No waiver of any provision
23 of this Agreement shall be effective unless in writing and signed by a duly authorized
24 representative of the party against whom enforcement of a waiver is sought. The waiver of any
25 right or remedy with respect to any occurrence or event shall not be deemed a waiver of any
right or remedy with respect to any other occurrence or event, nor shall any waiver constitute a
continuing waiver.
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representative of the party against whom enforcement of a waiver is sought. The waiver of any
2 right or remedy with respect to any occurrence or event shall not be deemed a waiver of any
3 right or remedy with respect to any other occurrence or event, nor shall any waiver constitute a
4 continuing waiver.
5 5.16. Severabilitv. If any provision of this Agreement is determined by a court of
6 competent jurisdiction to be invalid or unenforceable for any reason, such determination shall
7 not affect the validity or enforceability of the remaining terms and provisions hereof or of the
8 offending provision in any other circumstance, and the remaining provisions of this Agreement
9 shall remain in full force and effect.
10 5.]7. Counterparts: This Agreement may be executed in one or more counterparts,
] ] each of which shall be deemed an original. All counterparts shall be construed together and
12 shall constitute one agreement.
13 5.] 8. Corporate Authoritv. The persons executing this Agreement on behalf of the
14 parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said
15 parties and that by doing so, the parties hereto are formally bound to the provisions of this
]6 Agreement.
17 III
18 I I I
19 I I I
20 I I I
21 I I I
22 II I
23 I I I
24 I I I
25 I I I
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IN WITNESS WHEREOF, the panies hereto have executed this Agreement on the day
CITY OF SAN BERNARDINO
Municipal Corporation and
Charter City
Mark Weinberg, Interim City Manager
CONSULTANT:
By:
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EXHIBIT "1"
Scope of Services
Medical Bill Review Services. CONSULT ANT will process Workers' Compensation
medical bills, pharmacy bills and medical legal bills '(for treatment and diagnostic
services), and make appropriate recommendations for adjustments for compliance with
the Official Medical Fee Schedule mandated by the Department of Workers"
Compensation of the State of California ("DWC"). CONSULTANT will process
medical-legal bills for consultative services and make appropriate recommendations for
adjustments for compliance with the DWC's medical-legal evaluation guidelines.
Medical Bill Review Reports. CONSULTANT will deliver to CITY the following
reports:
. An Explanation of Review ("EOR") for each bill review during each weekly
cycle;
. An Invoice and Itemized Billing Report listing each bill reviewed during each
weekly cycle; and
. A Monthly Savings Report listing, the gross savings, fees, and net savings to
CITY through the use of Medical Bill Review services.
}
Medical Bill Review Fees. For each Medical Bill Review services set forth, City shall
pay to CONSULT ANT as follows:
. $7.25 per bill for treating physician services
. $4.00 per bill for pharmacy bills
. 5% of savings for inpatient /outpatient hospital bill
. 25% of savings for PPO
. 20% of savings for PPO (Negotiations and U & C)
. $.040 per bill for WCIS State Reporting
. WCAB appearances (expert witness) for LOM bills reviewed at no charge.
. Duplicates and LOM Reconsiderations no charge
Preferred Provider Organization. CONSULT ANT utilizes Preferred Provider
Organization ("PPO") contracts. CONSULTANT will process and apply contract rates
to workers' compensation bills (inpatient and outpatient) from provider members of the
PPO.
PPO Reports. CONSULTANT will provide to CITY a monthly report which
summarizes the following information for all PPO bills and a report which itemizes the
following information for each bill:
. Gross charges submitted;
. Recommended allowance to be paid by CITY based on PPO contract rates; and
. Resulting savings to City.
PPO Fees. For the PPO services, CITY shall pay to CONSULTANT a PPO fee of 26%
of savings.
Hospital Bill Audit. CONSULTANT will review inpatient hospital bills. All
submissions will first be screened to establish whether a need for further audit exists. If
the screening process results in a recommendation for audit, scheduling will take place.
The audit may either be a desk audit or an on-site audit. All necessary documentation
and authorizations will be handled by the audit staff. The audit process will provide a
detail of provider overcharges and identification of items umelated to the covered
diagnosis of services billed. Services billed, but not delivered, will also be noted.
Hospital Bill Audit Reports. CONSULT ANT will provide the following reports:
. An Audit Report for each bill reviewed; and
. An invoice for each bill reviewed; and
. A monthly report listing the gross savings, fees and net savings for each bill
reviewed during the month.
Hospital Bill Audit Fees. The fees for Hospital Bill Audit are $105 an hour.
Invoices. CONSULT ANT shall invoice City of San Bernardino bi-monthly for the fees
set forth. The City shall pay each invoice within thirty (30) days of receipt. A service
charge of one and one-half percent (1.5%) per month will be added to any invoices that
are not paid within thirty (30) days.
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SERVICES AGREEMENT
THIS AGREEMENT is made and entered into this 20th day of October, 2008
("Effective Date"), by and between the CITY OF SAN BER.NARDINO, a charter ci1y
("CITY"), and Lien On Me, Inc. ("CONSULTANT").
WITNESSETH:
A.
WHEREAS, CITY proposes to have CONSULTANT perform the servIces
described herein below; and
B. WHEREAS, CONSULTANT represents that it has that degree of specialized
expertise contemplated within California Government Code, Section 37103, and holds all
necessary licenses to practice and perform the services herein contemplated; and
C. WHEREAS, CITY and CONSULTANT desire to contract for professional
services as described in the Scope of Services, attached hereto as Exhibit" I "; and
D. WHEREAS, no official or employee of CITY has a financial interest, within the
provisions of California Government Code, Sections 1090-1092, in the subject matter of this
Agreement.
NOW, THEREFORE, for and in consideration of the mutual covenants and conditions
contained herein, the parties hereby agree as follows:
1.0. SERVICES PROVIDED BY CONSULTANT
1.1. Scope of Services. For the remuneration stipulated, CONSULTANT shall
provide the professional services described in the Scope of Services attached hereto as Exhibit
"I" and incorporated herein by this reference ("Services"). If a conflict arises between the
Scope of Services document and this Professional Services Agreement (hereinafter
"Agreement"), the terms of the Agreement shall govern.
1.2. Professional Practices. All Services to be provided by CONSULTANT pursuant
to this Agreement shall be provided by skilled personnel and in a manner consistent with the
standards of care, diligence and skill ordinarily exercised by professional consultants in similar
fields and circumstances in accordance with sound professional practices. CONSULT ANT
also warrants that it is familiar with all laws that may affect its performance of this Agreement
2 and shall advise CITY of any changes in any laws that may affect CONSULTANT's
3 performance of this Agreement if the CONSULTANT has actual knowledge of such changes.
4 CONSULTANT and the CITY each represent that no CITY employee will provide any Services
5 under this Agreement.
6 1.3. Warrantv. CONSULTANT warrants that it shall perform the Services required
7 by this Agreement in compliance with all applicable Federal and California employment laws
8 including, but not limited to, those laws related to minimum hours and wages; occupational
9 health and safety; fair employment and employment practices; workers' compensation insurance
10 and safety in employment; and all other Federal, State and local laws and ordinances applicable
II to the services required under this Agreement. CONSULT ANT shall indemnify and hold
12 harmless CITY from and against all claims, demands, payments, suits, actions, proceedings, and
13 judgments of every nature and description including reasonable attorneys' fees and costs, or
14 recovered against CITY to the extent arising from CONSULTANT's violation of any such
IS applicable law.
16 1.4. Non-discrimination. In perfonning this Agreement, CONSULTANT shall not
17 engage In, nor permit its officers, employees or agents to engage in, discrimination in
18 employment of persons because of their race, religion, color, national origin, ancestry, age,
19 mental or physical disability, medical condition, marital status, sexual gender or sexual
20 orientation, except as permitted pursuant to Section 12940 of the Government Code. Violation
21 of this provision may result in the imposition of penalties referred to in Labor Code, Section
22 1735.
23 1.5 Non-Exclusive Agreement. CONSULTANT acknowledges that CITY may enter
24 into agreements with other consultants for services similar to the Services that are subject to this
25 Agreement or may have its own employees perform services similar to those services
contemplated by this Agreement.
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1.6. Delegation and Assignment. This is a personal service contract, and the duties
2 set forth herein shall not be delegated or assigned to any person or entity without the prior
3 written cunsent of CITY, which consent shall not be umeasonably withheld or delayed.
4 CONSULTANT may engage a subcontractor(s) as permitted by law and may employ other
5 personnel to perform services contemplated by this Agreement at CONSULTANT's sole cost
6 and expense.
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1.7
Duty of Loyalty/Conflict of Interest. The CONSULTANT understands and
8 agrees that as the CITY's consultant, CONSULTANT shall maintain a fiduciary duty and a duty
9 of loyalty to the CITY in performing CONSULTANT's obligations under this Agreement.
to CONSULTANT, in performing its obligations under this Agreement, is governed by
11 California's conflict of interest laws, Government Code Section 87100 et seq., and Title 2,
12 California Code of Regulations, Section 18700 et seq.
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1.8
CITY Business Certificate. CONSULT ANT shall obtain and maintain during
14 the term of this Agreement, a valid CITY Business Registration Certificate pursuant to Title 5
15 of the City of San Bernardino Municipal Code and any and all other licenses, permits,
16 qualifications, insurance and approvals of whatever nature that are legally required of
17 CONSULT ANT to practice its profession, skill or business.
18 2.0. COMPENSATION AND BILLING
19 2.1. Compensation. Except as provided herein, CONSULTANT compensation shall
20 be as set forth in Exhibit "I".
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2.2. Additional Services. CONSULTANT shall not receive compensation for any
22 services provided outside the scope of services specified in Exhibit "I" unless the CITY, prior
23 to CONSULT ANT performing the additional services, approves such additional services
24 in writing. It is specifically understood that oral requests and/or approvals of such additional
25 services or additional compensation shall be barred and are unenforceable.
2.3. Method of Billing. CONSULTANT may submit invoices to CITY for approval.
Said InVOIce shall be based on the total of all COJ\iSUL T ANT's services which have been
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performed in accordance with the terms of this Agreement during the period covered by such
invoice. CITY shall pay CONSULTANT's invoice within thirty (30) days from the date CITY
receives said invoice. The invoice shall describe in detail the services performed and the
associated time for completion. Any additional services approved and performed pursuant to
this Agreement shall be designated as "Additional Services" and shall identify the number of the
authorized change order, where applicable, on all invoices.
2.4. Records and Audits. Records of CONSULTANT's Services directly relating to
this Agreement shall be maintained in accordance with generally recognized accounting
principles and shall be made available to CITY for inspection and/or audit at mutually
convenient times for a period of three (3) years from the Effective Date. Any such inspection
shall be conducted at the CITY's expense, during normal business hours and upon reasonable
prior written notice to CONSULT ANT. Such audit shall also be subject to the execution of a
confidentiality agreement regarding inadvertent access to confidential information not related to
the CITY.
3.0. TERM AND NOTIFICATION.
3.1. Term. This Agreement shall commence on the Effective Date and continue until
June 30, 2009 unless the Agreement is previously terminated as provided for herein.
3.2 Termination. CITY or CONSULTANT may terminate the Services provided
under Section I. I of this Agreement upon thirty (30) days written notice to the other party. In
the event of termination, CONSULT ANT shall be paid the reasonable value of Services
rendered to the date of termination.
3.3 Documents. In the ev.ent of an early termination of this Agreement, all
documents prepared by CONSULTANT in its performance of this Agreement including, but not
limited to, workers' compensation medical bills, shall be delivered to the CITY within ten (10)
days of delivery of termination notice to CONSULTANT, at no cost to CITY. Any use of
uncompleted documents without specific written authorization from CONSULT ANT shall be at
CITY's sole risk and without liability or legal expense to CONSULT ANT.
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4.0. INSUR<\NCE
2 4.1. Scope and Limits of Insurance. CONSULT ANT shall obtain and maintain
3 during the term of this Agreement all of the following insurance coverages:
4 (a) Commercial general liability, including premises-operations,
5 products/completed operations, broad form property damage, blanket
6 contractual liability, independent contractors, personal injury with a
7 policy limit of One Million Dollars ($1,000,000.00), combined single
8 limits, per occurrence and aggregate.
9 (b) Automobile liability for owned vehicles, hired, and non-owned vehicles,
10 with a policy limit of One Million Dollars ($1,000,000.00), combined
11 single limits, per occurrence and aggregate.
12 (c) Workers' compensation insurance as required by the State of California.
13 4.2. Endorsements. The commercial general liability insurance policy shall contain
14 or be endorsed, using general policy endorsements, to contain the following provisions:
15 (a) Additional insureds: "The City of San Bernardino and its elected and
16 appointed boards, officers, and employees are additional insureds with
17 respect to their vicarious liability arising out of CONSULTANT's
18 performance of the Services hereunder."
19 (b) Other insurance: "Any other insurance maintained by the City of San
20 Bernardino shall be excess and not contributing with the insurance
21 provided by this policy with respect to claims arising solely and directly
22 from CONSULTANT's provision of the Services."
23 4.3. Certificates of Insurance. CONSULT ANT shall provide to CITY certificates of
24 insurance showing the insurance coverages and required endorsements described above, prior to
25 performing any services under this Agreement.
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4.4. Non-limiting. Nothing in this Section shall be construed as limiting in any way,
2 the indemnification provision contained in this Agreement, or the extent to which
3 CONSULTANT may be held responsible for payments of damages to persons or property.
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4.5
Notice of Cancellation: CONSULT ANT shall provide the CITY thirty (30) days
5 prior written notice of cancellation of or a material change in any of the required coverages.
6 5.0. GENERAL PROVISIONS
7 5.1. Entire Agreement: This Agreement, together with Exhibit "I" attached hereto
8 constitutes the entire Agreement between the parties with respect to any matter referenced
9 herein and supersedes any and all other prior writings and oral negotiations. This Agreement
10 may be modified only in writing, and signed by the parties in interest at the time of such
11 modification. The terms of this Agreement shall prevail over any inconsistent provision in any
12 other contract document appurtenant hereto, including the exhibit to this Agreement.
13 5.2. Notices. Any notices, documents, correspondence or other communications
14 concerning this Agreement or the work hereunder may be provided by personal delivery,
15 deemed served or delivered: a) at the time of delivery if such communication is sent by personal
16 delivery; b) at the time of transmission if such communication is sent by facsimile; and c) 48
17 hours after deposit in the U.S. Mail as reflected by the official U.S. postmark if such
18 communication is sent through regular United States mail.
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IF TO CONSULT ANT:
IF TO CITY:
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Goldie Galstjan,
Vice-President of Client Services
Lien On Me, Inc.
P.O. Box 91630
Pasadena, CA 91109
Telephone: (626) 921-1120
Fax: (626) 921-1132
Linn Livingston,
Human Resources Director
City of San Bernardino
300 North "D" Street
San Bernardino, CA 92418
Telephone: (909) 384-5161
Fax: (909) 384-5397
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5.3. Attornevs' Fees: In the event that litigation is brought by any party in connection
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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,
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conditions, or provlslOns hereof. The costs, salary and expenses of the City Attorney and
members of his office in enforcing this contract on behalf of the CITY shall be considered as
"attorneys' fees" for the purposes of this Agreement.
5.4. Governing Law. This Agreement shall be governed by and construed under the
laws of the State of California without giving effect to that body of laws pertaining to conflict of
laws. In the event of any legal action to enforce or interpret this Agreement, the parties hereto
agree that the sole and exclusive venue shall be a court of competent jurisdiction located in San
Bernardino County, California.
5.5. Assignment: CONSULTANT shall not voluntarily or by operation of law
assign, transfer, sublet or encumber all or any part of CONSULT ANT's interest in this
Agreement to an unrelated third party without CITY's prior written consent, which consent shall
not be unreasonably withheld or delayed. Any attempted assigmnent, transfer, subletting or
encumbrance shall be void and shall constitute a breach of this Agreement and cause for
termination of this Agreement. Regardless of CITY's consent, no subletting or assigrunent shall
release CONSULTANT of CONSULTANT's obligation to perform all other obligations to be
performed by CONSULT ANT hereunder for the term of this Agreement.
5.6. Indemnification and Hold Harmless. CONSULTANT shall protect, defend,
indemnify and hold harmless CITY and its elected and appointed officials, boards,
commissions, officers and employees from any and all claims, losses, demands, suits,
administrative actions, penalties, liabilities and expenses, including reasonable attorneys' fees,
damage to property or injuries to or death of any person or persons or damages of any nature
including, but not limited to, all civil claims or workers' compensation claims to the extent
directly arising from or in CONSULT ANT's negligent or wrongful acts or omissions in
connection with the performance under this Agreement.
5.7. Independent Contractor. CONSULTANT, at all times while performing under
this Agreement, is and shall be acting as an independent contractor and not as an agent or
employee of CITY . CONSULT ANT shall secure, at his expense, and be responsible for any
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and all payment of wages, benefits and taxes including, but not limited to, Income Tax, Social
2 Security, State Disability Insurance Compensation, Unemployment Compensation, and other
3 payroll deductions for CONSULT ANT and its officers, agents, and employees, and all business
4 licenses, if any are required, in connection with the Services to be performed hereunder. Neither
5 CONSULTANT nor its officers, agents and employees shall be entitled to receive any benefits
6 which employees of CITY are entitled to receive and shall not be entitled to Workers'
7 Compensation insurance, unemployment compensation, medical insurance, life insurance, paid
8 vacations, paid holidays, pension, profit sharing or Social Security on account of
9 CONSULTANT and its officers', agents' and employees' work for the CITY. This Agreement
10 does not create the relationship of agent, servant, employee partnership or joint venture between
11 the CITY and CONSULTANT.
12 5.8. Conflict of Interest Disclosure: CONSULT ANT or its employee may be subject
13 to the provisions of the California Political Reform Act of 1974 (the "Act"), which (I) requires
14 such persons to disclose financial interests that may be materially affected by the work
15 performed under this Agreement, and (2) prohibits such persons from making or participating in
J 6 making decisions that will have a foreseeable financial affect on such interest.
17 CONSULT ANT shall conform to all requirements of the Act. Failure to do so
18 constitutes a material breach and is grounds for termination of the Agreement by CITY.
19 5.9. Responsibility for Errors. CONSULTANT shall be responsible for its work and
20 results under this Agreement. CONSULTANT, when requested, shall furnish clarification
2 J and/or explanation as may be required by the CITY's representative, regarding any services
22 rendered under this Agreement at no additional cost to CITY. In the event that an error or
23 omission attributable to CONSULT ANT occurs, then CONSULT ANT shall, at no cost to
24 CITY, provide all other CONSULT ANT professional services necessary to rectify and correct
25 the matter to the sole satisfaction of CITY and to participate in any meeting required with
regard to the correction. CONSULT ANT will assume the information supplied by the CITY, (or
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Ion its behalf by third parties) is accurate and complete. CONSULTANT's responsibilities (and
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2 associated compensation) do not include independent verification ofrequired information.
3 Problems with information quality and/or delays in providing such information may result in a
4 delay in the performance of the Services or an increase in fees.
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5.10. Prohibited Employment.
CONSULTANT shall not employ any current
6 employee of CITY to perform the work under this Agreement while this Agreement is in effect.
7 5.11. Costs. Each party shall bear its own costs and fees incurred in the preparation
8 and negotiation of this Agreement and in the performance of its obligations hereunder except as
9 expressly provided herein.
10 5.12. No Third Party Beneficiary Rights. This Agreement is entered into for the sole
11 benefit of CITY and CONSULTANT and no other parties are intended to be direct or incidental
12 beneficiaries of this Agreement and no third party shall have any right in, under or to this
13 Agreement.
14 5.13. Headings Paragraphs and subparagraph headings contained in this Agreement
15 are included solely for convenience and are not intended to modify, explain or to be a full or
16 accurate description of the content thereof and shall not in any way affect the meaning or
17 interpretation of this Agreement.
18 5.14. Amendments. Only a writing executed by all of the parties hereto or their
19 respective successors and assigns may amend this Agreement.
20 5.15. Waiver. The delay or failure of either party at any time to require performance
21 or compliance by the other of any of its obligations or agreements shall in no way be deemed a
22 waiver of those rights to require such performance or compliance. No waiver of any provision
23 of this Agreement shall be effective unless in writing and signed by a duly authorized
24 representative of the party against whom enforcement of a waiver is sought. The waiver of any
25 right or remedy with respect to any occurrence or event shall not be deemed a waiver of any
right or remedy with respect to any other occurrence or event, nor shall any waiver constitute a
continuing waiver.
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representative of the party against whom enforcement of a waiver is sought. The waiver of any i
right or remedy with respect to any occurrence or event shall not be deemed a waiver of any
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right or remedy with respect to any other occurrence or event, nor shall any waiver constitute a
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continuing waiver.
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5.16. Severability. If any provision of this Agreement is determined by a court of
6 competent jurisdiction to be invalid or unenforceable for any reason, such determination shall
7 not affect the validity or enforceability of the remaining terms and provisions hereof or of the
8 offending provision in any other circumstance, and the remaining provisions of this Agreement
9 shall remain in full force and effect.
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5.17. Counterparts: This Agreement may be executed in one or more counterparts,
11 each of which shall be deemed an original. All counterparts shall be construed together and
12 shall constitute one agreement.
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5.18. Corporate Authority. The persons executing this Agreement on behalf of the
14 parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said
15 parties and that by doing so, the parties hereto are formally bound to the provisions of this
16 Agreement.
17 1//
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19 /1/
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25 1//
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day
2 and date first above shown.
3 ATTEST:
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6 Rachel Clark, City Clerk
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9 Approved as to form:
10 JAMES F. PENMAN
11 City Attorney
CITY OF SAN BERNARDINO
Municipal Corporation and
Charter City
Mark Weinberg, Interim City Manager
CONSULTANT:
By:
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/' L/"~ v_____.,
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HRlAgenda ltems:LOM.200S
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EXHIBIT "I"
Scope of Services
Medical Bill Review Services. CONSULT ANT will process Workers' Compensation
medical bills, pharmacy bills and medical legal bills '(for treatment and diagnostic
services), and make appropriate recommendations for adjustments for compliance with
the Official Medical Fee Schedule mandated by the Department of Workers"
Compensation of the State of California ("DWC"). CONSULTANT will process
medical-legal bills for consultative services and make appropriate recommendations for
adjustments for compliance with the DWC's medical-legal evaluation guidelines.
Medical Bill Review Reports. CONSULTANT will deliver to CITY the following
reports:
. An Explanation of Review ("EOR") for each bill review during each weekly
cycle;
. An Invoice and Itemized Billing Report listing each bill reviewed during each
weekly cycle; and
. A Monthly Savings Report listing, the gross savings, fees, and net savings to
CITY through the use of Medical Bill Review services.
Medical Bill Review Fees. For each Medical Bill Review services set forth, City shall
pay to CONSULT ANT as follows:
. $7.25 per bill for treating physician services
. $4.00 per bill for pharmacy bills
. 5% of savings for inpatient /outpatient hospital bill
. 25% of savings for PPO
. 20% of savings for PPO (Negotiations and U & C)
. $.040 per bill for WCIS State Reporting
. WCAB appearances (expert witness) for LOM bills reviewed at no charge.
. Duplicates and LOM Reconsiderations no charge
Preferred Provider Organization. CONSULT ANT utilizes Preferred Provider
Organization ("PPO") contracts. CONSULTANT will process and apply contract rates
to workers' compensation bills (inpatient and outpatient) from provider members of the
PPO.
PPO Reports. CONSULT ANT will provide to CITY a monthly report which
summarizes the following information for all PPO bills and a report which itemizes the
following information for each bill:
. Gross charges submitted;
. Recommended allowance to be paid by CITY based on PPO contract rates; and
. Resulting savings to City.
PPO Fees. For the PPO services, CITY shall pay to CONSULTANT a PPO fee of 26%
of savings.
Hospital Bill Audit. CONSULTANT will review inpatient hospital bills. All
submissions will first be screened to establish whether a need for further audit exists. If
the screening process results in a recommendation for audit, scheduling will take place.
The audit may either be a desk audit or an on-site audit. All necessary documentation
and authorizations will be handled by the audit staff. The audit process will provide a
detail of provider overcharges and identification of items umelated to the covered
diagnosis of services billed. Services billed, but not delivered, will also be noted.
Hospital Bill Audit Reports. CONSULT ANT will provide the following reports:
. An Audit Report for each bill reviewed; and
. An invoice for each bill reviewed; and
. A monthl y report listing the gross savings, fees and net savings for each bill
reviewed during the month.
Hospital Bill Audit Fees. The fees for Hospital Bill Audit are $105 an hour.
Invoices. CONSULTANT shall invoice City of San Bernardino bi-monthly for the fees
set forth. The City shall pay each invoice within thirty (30) days ofreceipt. A service
charge of one and one-half percent (1.5%) per month will be added to any invoices that
are not paid within thirty (30) days.
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