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HomeMy WebLinkAboutCC Resolution 12163 (Third Party Billing Services; Ambulance Program)RESOLUTION NO. 12163 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN RAFAEL AUTHORIZING THE CITY MANAGER TO EXECUTE A JOINT POWERS AGREEMENT WITH THE NOVATO FIRE PROTECTION DISTRICT FOR THIRD PARTY BILLING SERVICES FOR THE SAN RAFAEL FIRE DEPARTMENT'S PARAMEDIC AMBULANCE PROGRAM (Term of agreement for three years commencing on January 1, 2007 and ending on December 31, 2009, subject to extension by agreement of the City Manager and District Fire Chief.) WHEREAS, the City of San Rafael Fire Department delivers paramedic services within the City of San Rafael, Marinwood Community Services District, and County Service Areas 13 and 19; and WHEREAS, this service was established to be fully funded outside of the General Fund of the City but in recent years has required partial funding by the City's General Fund; and WHEREAS, funding for paramedic service is currently provided through a paramedic tax and third party billing and the City's general fund; and WHEREAS, the Novato Fire Protection District has the necessary technical expertise and experience to provide third party billing services for the Fire Department's paramedic transport program; WHEREAS, the Novato Fire Protection District has the legal authority to provide such third party billing services, and the parties have the legal authority to enter into a joint powers agreement for the provision of such services pursuant to Government Code Section 6502. WHEREAS, the parties anticipate that there will be reduced billing costs and increased revenues if the City enters into the proposed joint powers agreement with the Novato Fire Protection District to provide such third party billing services, thereby reducing the demands upon the City's general fund; NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of San Rafael, does hereby authorize the City Manager to execute the joint powers agreement with the Novato Fire Protection District for the provision of third party billing services for the Fire Department's paramedic ambulance program, in the form attached hereto as Exhibit "A", ' 11 li l " \ I, JEANNE M. LEONCINI, Clerk of the City of San Rafael, hereby certify that the foregoing Resolution was duly and regularly introduced and adopted at a regular meeting of the City Council of said City held on Monday, the 4th day of December, 2006 by the following vote, to wit: AYES: COUNCILMEMBERS: Cohen, Heller, P -1i l l er, Phillips & Playor Boro NOES: COUNCILMEMBERS: None ABSENT: COUNCILMEMBERS: None A JJEAI SNE M. LEONCINI, City Clerk JOINT POWERS AGREEMENT FOR PARAMEDIC AMBULANCE BILLING SERVICES This Agreement is made and entered into this day of December, 2006, by and between the CITY OF SAN RAFAEL (hereinafter "CITY'), and the NOVATO FIRE PROTECTION DISTRICT (hereinafter "DISTRICT"). RECITALS WHEREAS, DISTRICT, a fire protection district similar in size to the CITY's Fire Department, has established an Emergency Medical Services Billing Division and has been billing for its own paramedic/ambulance services during the past 20 months; has developed and maintains the expertise with respect to Medicare and Medicaid regulations and procedures necessary for the processing of such billings; and has been licensed to use and maintains technical software to process such billings; and WHEREAS, CITY has historically provided ambulance services in connection with its Fire Department paramedic program to the residents of the City of San Rafael, as well as to the residents of the Marinwood Community Services District, and County Service Area Nos. 13 and 19; and WHEREAS, DISTRICT and CITY have the authority to enter into this Agreement for the provision of ambulance billing services pursuant to Health & Safety Code Sections 13861, 13862, 13878, 13898, 13918, and 13916(a), Public Contract Code Section 20811, Government Code Section 54981, and Government Code Section 6500 et seq.; and WHEREAS, the CITY and the DISTRICT find it mutually beneficial to enter into this Agreement as a joint powers agreement pursuant to Government Code Section 6502. Imo!! .T�1 �1► 1 �1►11 Y NOW, THEREFORE, the parties hereby agree as follows: 1. PROJECT COORDINATION. A. CITY. The City Manager shall be the representative of the CITY for all purposes under this Agreement. The Administrative Chief of the Support Services Division of the Fire Department is hereby designated the PROJECT MANAGER for the CITY, and said PROJECT MANAGER shall supervise all aspects of the progress and execution of this Agreement. Should circumstances or conditions subsequent to the execution of this Agreement require a substitute PROJECT MANAGER for any reason, the CITY shall notify the DISTRICT within ten (10) business days of the substitution. B. DISTRICT. The Fire Chief of the Novato Fire Protection District shall be the representative of the DISTRICT for all purposes under this Agreement. The Director of Emergency Medical Services for the DISTRICT is hereby designated as the PROJECT MANAGER for DISTRICT, and said PROJECT MANAGER shall supervise all aspects of the progress and execution of this Agreement. Should circumstances or conditions subsequent to the execution of Exhibit "A" this Agreement require a substitute PROJECT MANAGER for any reason, the DISTRICT shall notify the CITY within ten (10) business days of the substitution. 2. DUTIES OF DISTRICT. DISTRICT shall perform all services described in Exhibit "I" attached hereto and made a part hereof, in accordance with the terms and conditions stated herein. DUTIES OF CITY. CITY shall pay the compensation as provided in Paragraph 5, perform the duties specified in Exhibit "I", and maintain a Lock Box with CITY's bank (currently Westamerica Bank) to receive and account for the collections related to the billings provided hereunder. 4. ACCESS TO PATIENT MEDICAL RECORDS. DISTRICT, as the authorized billing representative for the CITY's paramedic/ambulance services, is authorized by CITY to access the CITY's Patient Care Records provided to the Marin County's Emergency Medical Services Management Information System, and to access Sutter Health System, Kaiser Hospital, Marin General Hospital, and other hospital records related to paramedic/ambulance services provided by CITY, in order to retrieve information needed to bill for such services, provided that DISTRICT shall maintain the confidentiality of such medical records as required by the California Confidentiality of Medical Information Act (Civil Code Section 56 et seq.) and the Health Insurance Portability and Accountability Act of 1996 (I I IPAA). COMPENSATION. For the full performance of the services described herein by DISTRICT, CITY shall pay DISTRICT an amount equal to 4.0% of collections received by CITY. A check received by the CITY shall not be deemed a collection received if following deposit of the check with the CITY'S bank the CITY receives a Return Item notice from the bank. CITY shall make payment to DISTRICT in accordance with the provisions described in Exhibit "II", attached herein and made a part hereof. 6. TERM OF AGREEMENT. The term of this Agreement shall be for three year(s) commencing on January 1, 2007 and ending on December 31, 2009. Upon written agreement of the City Manager and DISTRICT Fire Chief, the term of this Agreement may be extended for additional three year periods, on the same terms and conditions as provided herein. 7. TERMINATION. A. Discretionary. Either party may terminate this Agreement without cause upon one hundred and eighty (180) days written notice mailed or personally delivered to the other party. A written notice shall be deemed served upon sending said notice in a postage paid envelope addressed to the other party to the Agreement and depositing the same with the United States Post Office with postage paid. B. Cause. Either party may terminate this Agreement upon 30 days written notice to the other if the other party has failed to fulfill its obligations under this Agreement through no fault of the terminating party. C. Effect of Termination. Upon receipt of notice of termination, neither party shall incur additional obligations under any provision of this Agreement without the prior written consent of the other, except that DISTRICT shall be entitled to compensation for services performed hereunder, through and including the date of termination, but not to exceed payment according to the rate specified in Paragraph 5 of this Agreement. D. Return of Documents. Upon termination, any and all CITY documents or materials provided to DISTRICT and any and all of DISTRICT's documents and materials prepared for or relating to the performance of its duties under this Agreement, shall be delivered to CITY as soon as possible, but not later than thirty (30) days after termination. This does not include any documents relating to the software, equipment and software license that DISTRICT owns and will utilize in connection with the paramedic/ambulance billing services to be provided to CITY under this Agreement. OWNERSHIP OF DOCUMENTS. The written documents and materials prepared by the DISTRICT in connection with the performance of its duties under this Agreement, shall be the sole property of CITY. CITY may use said property for any purpose, including projects not contemplated by this Agreement. This does not include any documents relating to the software, equipment and software license that DISTRICT owns and will utilize in connection with the paramedic/ambulance billing services to be provided to CITY under this Agreement. 9. INSPECTION AND AUDIT. Upon reasonable notice, DISTRICT shall make available to CITY, or its agent, for inspection and audit, all documents and materials maintained by DISTRICT in connection with its performance of its duties under this Agreement. DISTRICT shall fully cooperate with CITY or its agent in any such audit or inspection. 10. ASSIGNABILITY. The parties agree that they shall not assign or transfer any interest in this Agreement nor the performance of any of their respective obligations hereunder, without the prior written consent of the other party, and any attempt to so assign this Agreement or any rights, duties or obligations arising hereunder shall be void and of no effect. 11. INSURANCE. A. During the term of this Agreement, DISTRICT shall maintain, at its own cost and expense, a general liability insurance policy with a combined single limit of at least $500,000 for each occurrence or claim and a general aggregate limit of at least $1,000,000. B. DISTRICT shall provide CITY with policy endorsements for the foregoing insurance policy as follows: 1. The CITY, its officers, employees, agents and volunteers shall be named as additional insureds under the policy. 2. The CITY shall be given at least thirty (30) days written notice of any cancellation, termination or material modification of the terms of the insurance policy. 3. The insurance policy shall be primary with respect to any insurance or coverage maintained by CITY and shall not call upon CITY's insurance or coverage for any contribution. C. The insurance shall be written on an occurrence basis, and shall be provided by an insured admitted to do business in California. 12. REPRESENTATION REGARDING PATENTS, COPYRIGHTS AND TRADE SECRETS. DISTRICT hereby represents that it is the owner or licensee of any software, equipment and documents that it will utilize in connection with the paramedic/ambulance billing services to be provided to CITY under this Agreement, and agrees that at its own cost, risk and expense, shall defend any claim on behalf of CITY and its officers, employees, and agents and satisfy any judgment rendered against any of them with respect to infringement of patents, copyrights, trade secrets in connection with the paramedic/ambulance billing services provided by DISTRICT under this Agreement. 13. INDEMNIFICATION. A. DISTRICT shall indemnify, release, defend and hold harmless CITY, its officers, agents, employees, and volunteers, against any claim, demand, suit, judgment, loss, liability or expense of any kind, including attorney's fees and administrative costs, arising out of or resulting in any way, in whole or in part, from any acts or omissions, intentional or negligent, of DISTRICT or DISTRICT's officers, agents and employees in the performance of their duties and obligations under this Agreement. B. CITY shall indemnify, release, defend and hold harmless DISTRICT, its officers, agents, employees, and volunteers, against any claim, demand, suit, judgment, loss, liability or expense of any kind, including attorney's fees and administrative costs, arising out of or resulting in any way, in whole or in part, from any acts or omissions, intentional or negligent, of CITY or CITY's officers, agents and employees in the performance of their duties and obligations under this Agreement. 14. NONDISCRIMINATION. DISTRICT shall not discriminate, in any way, against any person on the basis of age, sex, race, color, religion, ancestry, national origin or disability in connection with or related to the performance of its duties and obligations under this Agreement. 15. COMPLIANCE WITH ALL LAWS. DISTRICT shall observe and comply with all applicable federal, state and local laws, ordinances, codes and regulations, in the performance of its duties and obligations under this Agreement. DISTRICT shall perform all services under this Agreement in accordance with these laws, ordinances, codes and regulations. DISTRICT shall release, defend, indemnify and hold harmless CITY, its officers, agents and employees from any and all damages, liabilities, penalties, fines and all other consequences from any noncompliance or violation of any laws, ordinances, codes or regulations by the DISTRICT. 16. NO THIRD PARTY BENEFICIARIES. CITY and DISTRICT do not intend, by any provision of this Agreement, to create in any third party, any benefit or right owed by one party, under the terms and conditions of this Agreement, to the other party. 17. MISAPPROPRIATION OF COLLECTIONS. DISTRICT shall regularly audit the reports received from CITY and the paramedic/ambulance billings provided by DISTRICT hereunder to assure that none of DISTRICT's employees aids, abets or engages in the conversion of any collections that have been billed by DISTRICT or should have been billed by DISTRICT for paramedic/ambulance services provided by CITY. In the event of participation by DISTRICT's employees in any such conversion of collections due to the CITY, DISTRICT shall be liable to CITY for such converted collections, together with interest thereon at the average rate of interest being earned by CITY on its investments during the quarter in which the conversion occurred. 18. NOTICES. All notices and other communications required or permitted to be given under this Agreement, including any notice of change of address, shall be in writing and given by personal delivery, or deposited with the United States Postal Service, postage prepaid, addressed to the parties intended to be notified. Notice shall be deemed given as of the date of personal delivery, or if mailed, upon the date of deposit with the United States Postal Service. Notice shall be given as follows: TO CITY: Administrative Chief City of San Rafael Fire Department 1039 C Street (P.O. Box 151560) San Rafael, CA 944915-1560 TO DISTRICT: Fire Chief Novato Fire Protection District 95 Rowland Way Novato CA 94945 19. ENTIRE AGREEMENT -- AMENDMENTS. A. The terms and conditions of this Agreement, all exhibits attached, and all documents expressly incorporated by reference, represent the entire Agreement of the parties with respect to the subject matter of this Agreement. B. This written Agreement shall supersede any and all prior agreements, oral or written, regarding the subject matter between the DISTRICT and the CITY. C. No other agreement, promise or statement, written or oral, relating to the subject matter of this Agreement, shall be valid or binding, except by way of a written amendment to this Agreement. D. The terms and conditions of this Agreement shall not be altered or modified except by a written amendment to this Agreement signed by the DISTRICT and the CITY. E. If any conflicts arise between the terms and conditions of this Agreement, and the terms and conditions of the attached exhibits or the documents expressly incorporated by reference, the terms and conditions of this Agreement shall control. 20. WAIVERS. The waiver by either party of any breach or violation of any term, covenant or condition of this Agreement, or of any ordinance, law or regulation, shall not be deemed to be a waiver of any other term, covenant, condition, ordinance, law or regulation, or of any subsequent breach or violation of the same or other term, covenant, condition, ordinance, law or regulation. The subsequent acceptance by either party of any fee, performance, or other consideration which may become due or owing under this Agreement, shall not be deemed to be a waiver of any preceding breach or violation by the other parry of any term, condition, covenant of this Agreement or any applicable law, ordinance or regulation. 21. COSTS AND ATTORNEY'S FEES. The prevailing party in any action brought to enforce the terms and conditions of this Agreement, or arising out of the performance of this Agreement, may recover its reasonable costs (including claims administration) and attorney's fees expended in connection with such action. 22. APPLICABLE LAW. The laws of the State of California shall govern this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written. CITY OF SAN RAFAEL Ken Nordhoff, City Manager ATTEST: JEANNE M. LEONCINI, City Clerk APPROVED AS TO FORM: GARY T. RAGGHIANTI, City Attorney NOVATO FIRE PROTECTION DISTRICT Marc Revere, Fire Chief JOINT POWERS AGREEMENT FOR PARAMEDIC AMBULANCE BILLING SERVICES This Agreement is made and entered into this 4th day of December, 2006, by and between the CITY OF SAN RAFAEL (hereinafter "CITY'), and the NOVATO FIRE PROTECTION DISTRICT (hereinafter "DISTRICT"). RECITALS WHEREAS, DISTRICT, a fire protection district similar in size to the CITY's Fire Department, has established an Emergency Medical Services Billing Division and has been billing for its own paramedic/ambulance services during the past 20 months; has developed and maintains the expertise with respect to Medicare and Medicaid regulations and procedures necessary for the processing of such billings; and has been licensed to use and maintains technical software to process such billings; and WHEREAS, CITY has historically provided ambulance services in connection with its Fire Department paramedic program to the residents of the City of San Rafael, as well as to the residents of the Marinwood Community Services District, and County Service Area Nos. 13 and 19; and WHEREAS, DISTRICT and CITY have the authority to enter into this Agreement for the provision of ambulance billing services pursuant to Health & Safety Code Sections 13861, 13862, 13878, 13898, 13918, and 13916(a), Public Contract Code Section 20811, Government Code Section 54981, and Government Code Section 6500 et seq.; and WHEREAS, the CITY and the DISTRICT find it mutually beneficial to enter into this Agreement as a joint powers agreement pursuant to Government Code Section 6502. AGREEMENT NOW, THEREFORE, the parties hereby agree as follows: 1. PROJECT COORDINATION. A. CITY. The City Manager shall be the representative of the CITY for all purposes under this Agreement. The Administrative Chief of the Support Services Division of the Fire Department is hereby designated the PROJECT MANAGER for the CITY, and said PROJECT MANAGER shall supervise all aspects of the progress and execution of this Agreement. Should circumstances or conditions subsequent to the execution of this Agreement require a substitute PROJECT MANAGER for any reason, the CITY shall notify the DISTRICT within ten (10) business days of the substitution. B. DISTRICT. The Fire Chief of the Novato Fire Protection District shall be the representative of the DISTRICT for all purposes under this Agreement. The Director of Emergency Medical Services for the DISTRICT is hereby designated as the PROJECT MANAGER for DISTRICT, and said PROJECT MANAGER shall supervise all aspects of the progress and execution of this Agreement. Should circumstances or conditions subsequent to the execution of C111-10 0E -V this Agreement require a substitute PROJECT MANAGER for any reason, the DISTRICT shall notify the CITY within ten (10) business days of the substitution. 2. DUTIES OF DISTRICT. DISTRICT shall perform all services described in Exhibit "I" attached hereto and made a part hereof, in accordance with the terms and conditions stated herein. 3. DUTIES OF CITY. CITY shall pay the compensation as provided in Paragraph 5, perform the duties specified in Exhibit "I", and maintain a Lock Box with CITY's bank (currently Westamerica Bank) to receive and account for the collections related to the billings provided hereunder. 4. ACCESS TO PATIENT MEDICAL RECORDS. DISTRICT, as the authorized billing representative for the CITY's paramedic/ambulance services, is authorized by CITY to access the CITY's Patient Care Records provided to the Marin County's Emergency Medical Services Management Information System, and to access Sutter Health System, Kaiser Hospital, Marin General Hospital, and other hospital records related to paramedic/ambulance services provided by CITY, in order to retrieve information needed to bill for such services, provided that DISTRICT shall maintain the confidentiality of such medical records as required by the California Confidentiality of Medical Information Act (Civil Code Section 56 et seq.) and the Health Insurance Portability and Accountability Act of 1996 (HIPAA). 5. COMPENSATION. For the full performance of the services described herein by DISTRICT, CITY shall pay DISTRICT an amount equal to 4.0% of collections received by CITY. A check received by the CITY shall not be deemed a collection received if following deposit of the check with the CITY'S bank the CITY receives a Return Item notice from the bank. CITY shall make payment to DISTRICT in accordance with the provisions described in Exhibit "II", attached herein and made a part hereof. 6. TERM OF AGREEMENT. The term of this Agreement shall be for three year(s) commencing on January 1, 2007 and ending on December 31, 2009. Upon written agreement of the City Manager and DISTRICT Fire Chief, the term of this Agreement may be extended for additional three year periods, on the same terms and conditions as provided herein. 7. TERMINATION. A. Discretionary. Either party may terminate this Agreement without cause upon one hundred and eighty (180) days written notice mailed or personally delivered to the other party. A written notice shall be deemed served upon sending said notice in a postage paid envelope 2 addressed to the other party to the Agreement and depositing the same with the United States Post Office with postage paid. B. Cause. Either party may terminate this Agreement upon 30 days written notice to the other if the other party has failed to fulfill its obligations under this Agreement through no fault of the terminating party. C. Effect of Termination. Upon receipt of notice of termination, neither party shall incur additional obligations under any provision of this Agreement without the prior written consent of the other, except that DISTRICT shall be entitled to compensation for services performed hereunder, through and including the date of termination, but not to exceed payment according to the rate specified in Paragraph 5 of this Agreement. D. Return of Documents. Upon termination, any and all CITY documents or materials provided to DISTRICT and any and all of DISTRICT's documents and materials prepared for or relating to the performance of its duties under this Agreement, shall be delivered to CITY as soon as possible, but not later than thirty (30) days after termination. This does not include any documents relating to the software, equipment and software license that DISTRICT owns and will utilize in connection with the paramedic/ambulance billing services to be provided to CITY under this Agreement. 8. OWNERSHIP OF DOCUMENTS. The written documents and materials prepared by the DISTRICT in connection with the performance of its duties under this Agreement, shall be the sole property of CITY. CITY may use said property for any purpose, including projects not contemplated by this Agreement. This does not include any documents relating to the software, equipment and software license that DISTRICT owns and will utilize in connection with the paramedic/ambulance billing services to be provided to CITY under this Agreement. 9. INSPECTION AND AUDIT. Upon reasonable notice, DISTRICT shall make available to CITY, or its agent, for inspection and audit, all documents and materials maintained by DISTRICT in connection with its performance of its duties under this Agreement. DISTRICT shall fully cooperate with CITY or its agent in any such audit or inspection. 10. ASSIGNABILITY. The parties agree that they shall not assign or transfer any interest in this Agreement nor the performance of any of their respective obligations hereunder, without the prior written consent of the other party, and any attempt to so assign this Agreement or any rights, duties or obligations arising hereunder shall be void and of no effect. 3 11. INSURANCE. A. During the term of this Agreement, DISTRICT shall maintain, at its own cost and expense, a general liability insurance policy with a combined single limit of at least $500,000 for each occurrence or claim and a general aggregate limit of at least $1,000,000. B. DISTRICT shall provide CITY with policy endorsements for the foregoing insurance policy as follows: 1. The CITY, its officers, employees, agents and volunteers shall be named as additional insureds under the policy. 2. The CITY shall be given at least thirty (30) days written notice of any cancellation, termination or material modification of the terms of the insurance policy. 3. The insurance policy shall be primary with respect to any insurance or coverage maintained by CITY and shall not call upon CITY's insurance or coverage for any contribution. C. The insurance shall be written on an occurrence basis, and shall be provided by an insured admitted to do business in California. 12. REPRESENTATION REGARDING PATENTS, COPYRIGHTS AND TRADE SECRETS. DISTRICT hereby represents that it is the owner or licensee of any software, equipment and documents that it will utilize in connection with the paramedic/ambulance billing services to be provided to CITY under this Agreement, and agrees that at its own cost, risk and expense, shall defend any claim on behalf of CITY and its officers, employees, and agents and satisfy any judgment rendered against any of them with respect to infringement of patents, copyrights, trade secrets in connection with the paramedic/ambulance billing services provided by DISTRICT under this Agreement. 13. INDEMNIFICATION. A. DISTRICT shall indemnify, release, defend and hold harmless CITY, its officers, agents, employees, and volunteers, against any claim, demand, suit, judgment, loss, liability or expense of any kind, including attorney's fees and administrative costs, arising out of or resulting in any way, in whole or in part, from any acts or omissions, intentional or negligent, of DISTRICT or DISTRICT's officers, agents and employees in the performance of their duties and obligations under this Agreement. B. CITY shall indemnify, release, defend and hold harmless DISTRICT, its officers, agents, employees, and volunteers, against any claim, demand, suit, judgment, loss, liability or expense of any kind, including attorney's fees and administrative costs, arising out of or resulting in any way, in whole or in part, from any acts or omissions, intentional or negligent, of CITY or CITY's officers, 4 agents and employees in the performance of their duties and obligations under this Agreement. 14. NONDISCRIMINATION. DISTRICT shall not discriminate, in any way, against any person on the basis of age, sex, race, color, religion, ancestry, national origin or disability in connection with or related to the performance of its duties and obligations under this Agreement. 15. COMPLIANCE WITH ALL LAWS. DISTRICT shall observe and comply with all applicable federal, state and local laws, ordinances, codes and regulations, in the performance of its duties and obligations under this Agreement. DISTRICT shall perform all services under this Agreement in accordance with these laws, ordinances, codes and regulations. DISTRICT shall release, defend, indemnify and hold harmless CITY, its officers, agents and employees from any and all damages, liabilities, penalties, fines and all other consequences from any noncompliance or violation of any laws, ordinances, codes or regulations by the DISTRICT. 16. NO THIRD PARTY BENEFICIARIES. CITY and DISTRICT do not intend, by any provision of this Agreement, to create in any third party, any benefit or right owed by one party, under the terms and conditions of this Agreement, to the other party. 17. MISAPPROPRIATION OF COLLECTIONS. DISTRICT shall regularly audit the reports received from CITY and the paramedic/ambulance billings provided by DISTRICT hereunder to assure that none of DISTRICT's employees aids, abets or engages in the conversion of any collections that have been billed by DISTRICT or should have been billed by DISTRICT for paramedic/ambulance services provided by CITY. In the event of participation by DISTRICT's employees in any such conversion of collections due to the CITY, DISTRICT shall be liable to CITY for such converted collections, together with interest thereon at the average rate of interest being earned by CITY on its investments during the quarter in which the conversion occurred. 18. NOTICES. All notices and other communications required or permitted to be given under this Agreement, including any notice of change of address, shall be in writing and given by personal delivery, or deposited with the United States Postal Service, postage prepaid, addressed to the parties intended to be notified. Notice shall be deemed given as of the date of personal delivery, or if mailed, upon the date of deposit with the United States Postal Service. Notice shall be given as follows: 5 TO CITY: Administrative Chief City of San Rafael Fire Department 1039 C Street (P.O. Box 151560) San Rafael, CA 94915-1560 TO DISTRICT: Fire Chief Novato Fire Protection District 95 Rowland Way Novato CA 94945 19. ENTIRE AGREEMENT -- AMENDMENTS. A. The terms and conditions of this Agreement, all exhibits attached, and all documents expressly incorporated by reference, represent the entire Agreement of the parties with respect to the subject matter of this Agreement. B. This written Agreement shall supersede any and all prior agreements, oral or written, regarding the subject matter between the DISTRICT and the CITY. C. No other agreement, promise or statement, written or oral, relating to the subject matter of this Agreement, shall be valid or binding, except by way of a written amendment to this Agreement. D. The terms and conditions of this Agreement shall not be altered or modified except by a written amendment to this Agreement signed by the DISTRICT and the CITY. E. If any conflicts arise between the terms and conditions of this Agreement, and the terms and conditions of the attached exhibits or the documents expressly incorporated by reference, the terms and conditions of this Agreement shall control. 20. WAIVERS. The waiver by either party of any breach or violation of any term, covenant or condition of this Agreement, or of any ordinance, law or regulation, shall not be deemed to be a waiver of any other term, covenant, condition, ordinance, law or regulation, or of any subsequent breach or violation of the same or other term, covenant, condition, ordinance, law or regulation. The subsequent acceptance by either party of any fee, performance, or other consideration which may become due or owing under this Agreement, shall not be deemed to be a waiver of any preceding breach or violation by the other party of any term, condition, covenant of this Agreement or any applicable law, ordinance or regulation. 21. COSTS AND ATTORNEY'S FEES. The prevailing party in any action brought to enforce the terms and conditions of this Agreement, or arising out of the performance of this Agreement, may recover its reasonable costs (including claims administration) and attorney's fees expended in connection with such action. 6 22. APPLICABLE LAW. The laws of the State of California shall govern this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written. CITY OF SAN RAFAEL Keri`10 dhoff, City Managg ENO IW -W A &i&�EM.LEONdNI, City Clerk APPROVED AS TO FORM: GARY T. RAGGHIANTI, City Attorney NOVATO FIRE PROTECTION DISTRICT Marc Revere, Fir Chief 7 EXHIBIT I SCOPE OF SERVICES Statement of Work: This documents the mutual understanding of the CITY and the DISTRICT as to the scope of work contemplated by the parties hereto. A. Obiective: The objective of this project is to maximize the timely collection of revenue due from the provision of emergency medical services provided by the CITY Fire Department within the CITY, Marinwood Community Services District, and County Sei vice Area Nos. 13 and 19. Further, it is to provide for continuing review and improvement to the overall billing process. It is the intent of the CITY and DISTRICT that they shall make all reasonable efforts to collect for any emergency medical services provided by CITY to residents or non- residents of the CITY, Marinwood Community Services District, and County Service Area Nos. 13 and 19. DISTRICT in the course of identifying payment sources and a patients ability to pay for services shall approach patients in a courteous, sensitive and professional manner. DISTRICT shall follow CITY established policies / practices regarding the direct billing of residents of the CITY, Marinwood Community Services District, and County Service Area Nos. 13 and 19. B. Proiect organization: The basic project organization shall be: DISTfUCT PROJECT MANAGER, in cooperation with CITY PROJECT MANAGER, shall provide and oversee an integrated billing process for emergency medical services within the CITY, Marinwood Community Services District, and County Service Area Nos. 13 and 19. Through the use of DISTRICT staff DISTRICT shall process the patient care report forms through a data processing system in order to produce invoicing and corresponding reports. Through the use of DISTRICT staff DISTRICT shall post all monies received by the CITY and produce the necessary balance billing, account registers and accounting documents as outlined for the CITY. C. Proiect staffing: Staffing for the project shall be the responsibility of DISTRICT. CITY shall provide sufficient liaison personnel time to insure that report information is received by the DISTRICT on a regular and timely basis. D. Outline of authorized work: DISTRICT shall produce invoicing (billing) for all qualified emergency medical responses within the CITY, Marinwood Community Services District, and County Service Area Nos. 13 and 19, with corresponding completed report forms. DISTRICT shall produce cumulative and detailed accounts receivable reports in generally accepted accounting format. Invoicing and/or reports shall be produced on a monthly basis or in such other time frame as mutually agreed. DISTRICT shall provide all necessary personnel, equipment and products necessary for producing said invoicing and reports. DISTRICT shall review and make recommendations, for change, if necessary, with respect to current report forms content, data collection procedures therefore and billing amounts for related services. Exhibit "I" DISTRICT shall serve as CITY representative in negotiation for payments with various Health Maintenance Organizations, Preferred Provider Organizations, and Medicare / Medi -Cal. DISTRICT shall provide on-site training for CITY personnel relating to proper billing information procedures at CITY request. DISTRICT shall utilize Marin County's Emergency Medical Services Management Information system as a means to receive ambulance billing information. E. Deliverables: DISTRICT shall produce and cause delivery of all invoices, statements and reports as required. (See list of reports in Section F-4). In addition, DISTRICT shall provide CITY with a report on its review of the report form, billing amounts and other items. This report shall be provided to CITY no later than sixty (60) days after the commencement of the contract. DISTRICT believes they will improve the billing process for service. F. Work Plan: To accomplish the objective, authorized work, and deliverables of this Scope of Services the following is agreed upon as the necessary work plan steps: 1. Action Steps: The following is an outline of steps to be taken by DISTRICT and CITY: a) On a minimum time frame of twice per week CITY will provide to the DISTRICT a report of all calls that generated Ambulance Order numbers in the Marin County Communications system within the CITY, Marinwood Community Services District, and County Service Area Nos. 13 and 19. b) On a minimum time frame of twice per week DISTRICT will receive and screen via Marin County's Emergency Medical Services Management Information System the Patient Care report forms for ambulance billing information within the CITY, Marinwood Community Services District, and County Service Area Nos. 13 and 19. c) On a minimum time frame of twice per week DISTRICT staff shall compare the Ambulance Order report generated and provided by CITY with the information received from Marin County's Emergency Medical Services Management Information System and report missing Patient Care Report infonnation to CITY. d) DISTRICT staff shall input all pertinent data to DISTRICT data processing system. e) DISTRICT staff shall process the accounts and produce statements, invoices and reports as required. f) CITY shall receive all payments due and forward facsimiles (photocopies) of the deposit information to DISTRICT staff on a routine basis. g) DISTRICT shall post or credit the monies which CITY receives on accounts and shall produce all corresponding reports and balance billing. h) DISTRICT will meet at least monthly with CITY PROJECT MANAGER or designee to discuss the project process and to review the projects reports. ?. Review Points: DISTRICT and CITY will review local demographic data and actual costs and DISTRICT will make recommendations for change in billing procedures if necessary. City Particit)ation: CITY will provide a billing liaison person during normal business hours to DISTRICT. 4. Retorts: Accounts Established Report: Cormnencing February 5, 2007, and thereafter by the 5th of the month the CITY may request a report listing of all accounts established in the system for the previous month or any specified period. This listing will include the following: ■ Alphabetized order by Patient name ■ Account Number ■ Date of Service ■ Total Charges Charge Summary Retort: Commencing February 5, 2007, and thereafter by the 5th of the month a report listing of a summary of all charges by type of service for the previous month. Credit Sumrnary Report: Commencing February 5, 2007, and thereafter by the 5th of the month a report listing of a summary of all payments received by type of payer for the previous month. Charge Adiustments Report: Commencing February 5, 2007, and thereafter by the 5th of the month a report listing of a summary of all charge adjustments made by type of service for the previous month. Credit Adiustments Retort: Commencing February 5, 2007, and thereafter by the 5th of the month a report listing of a summary of all payment adjustments made by type of payer for the previous month. Closing Balance Summary: Commencing February 5, 2007, and thereafter by the 5th of the month a report listing the beginning balance, charges, credits, and adjustments, and the ending balance for the previous month. Paver Aging Report: Commencing February 5, 2007, and thereafter by the 5th of the month a report listing each type of payer showing amounts owed by due date status. The due dates should be in monthly increments for four months, followed by a two month period, followed by accotmts over 180 days. The line item reserved for patients being billed should only include direct bill patients that are actually billed based on CITY policies and practices. Paver Summary Retort: Commencing April 5, 2007, for the period of January 1, 2007 to March 31, 2007 and thereafter by the 5th of the month following the end of a calendar quarter a report summarizing the number of calls, charges, adjustments, and payments by payer type. Non Active Accounts Retort: Commencing June 5, 2008 and annually thereafter on June 5 a report detailing the same inforniation required in the Accounts Established Report that are more than 18 months from the Date of Service. For the initial report in 2008 the report should detail those accounts more than 15 months from the Date of Service. EXHIBIT H REMUNERATION PROVISIONS A. DISTRICT: The DISTRICT, commencing on February 5, 2007, will invoice CITY on a Monthly basis on the 5"' of the Month for collections received the previous month. B. CITY: The CITY, commencing on February 5, 2007, will forward payment to the DISTRICT no later than thirty (30) days after receipt of an invoice for services. Exhibit "II"