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consistent with the intent of this Resolution.
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File Number: 16 -301
City of South San Francisco
Resolution: RES 48 -2016
P.O. Box 711
(City Hall, 400 Grand Avenue)
South San Francisco, CA
Enactment Number: RES 48 -2016
A RESOLUTION AUTHORIZING THE CITY MANAGER TO ENTER
INTO A TWO YEAR FEE FOR SERVICES CONTRACT WITH RESOLVE
INSURANCE SYSTEMS, LLC., FOR SECONDARY BILLING
SERVICES OF AGED ACCOUNTS AT A COMPENSATION RATE NOT
TO EXCEED 30 PERCENT OF RECOVERED REVENUE.
WHEREAS, the South San Francisco Fire Department ( SSFFD) staff recommends that the City
Council adopt a resolution authorizing the City Manager to enter into a two year fee for services contract with
Resolve Insurance Systems, LLC., (RIS) for secondary billing services; and
WHEREAS, since the December 16, 2015 ambulance financial report presented to City Council, staff
has been working on a plan that will narrow the revenue and expense gap, derive revenue from accounts in
aged status, collect a higher percentage of ambulance transport invoices and reduce the cost of ambulance
operations in South San Francisco; and
WHEREAS, a patient care report (PCR) may be rejected or not eligible for billing for a variety of
reasons, including incomplete or incorrect patient information, or denial of the claim by the insurance
company; and SSFFD does not have staffing or technology available to locate the patients or appeal a
rejected claim; and
WHEREAS, RIS's proprietary techniques will allow for a percentage of the aged accounts to be
evaluated and submitted for reimbursement without any knowledge or contact with the patient or their family
members; and,
WHEREAS, RIS, similar to other collection agencies, charges a percentage of collected dollars for their
services;
WHEREAS; rather than recommending write off of all aged accounts in SSFFD's ambulance financial
report, staff is recommending that these accounts be forwarded to RIS for evaluation and recovery efforts,
and recommends that all aged accounts go through the secondary billing process prior to being forwarded to
Council for write off consideration.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of South San Francisco
hereby authorizes the City Manager to execute a two year fee for services agreement with RIS on behalf of
the City of South San Francisco, subject to review and approval as to form by the City Attorney.
BE IT FURTHER RESOLVED that the
City
Manager
is hereby authorized to take any other action
consistent with the intent of this Resolution.
Cite of South Ron Franri.ero Pave 7 Printed on 512176
File Number: 16 -301
Enactment Number: AES48 -2016
At a meeting of the City Council on 4/27/2016, a motion was made by Pradeep Gupta, seconded by Liza
Normandy, that this Resolution be approved. The motion passed.
Yes: 4 Councilmember Normandy, Councilmember Matsumoto, Vice Mayor Gupta, and
Mayor Addiego
Absent: 1 Councilmember Garbarino
Attest by
st artinPIKY
Citu af.Sauth .Can Fronricra Page 2 Printed an 512116
SOUTH SAN FRANCISCO SERVICES AGREEMENT
This Services Agreement (this "Agreement ") is made and entered into between the City of South
San Francisco, a municipal corporation ( "City ") and Resolve Insurance Systems, LLC, a California limited
liability company, located at 864 Grand Ave. #528 San Diego, CA 92109 ( "Consultant ") effective as of April
26, 2016 (the "Effective Date "). City and Consultant are hereinafter collectively referred to as (the
"Parties "). In consideration of their mutual covenants, the Parties hereby agree as follows:
1. Scope of Work. Consultant shall provide the following services and/or materials ( "the
Work "): RIS reviews and analyzes medical service providers' accounts receivables related to patient care and helps
facilitates insurance payments for its clients that identify expedient recovery methods for those accounts receivables,
as more specifically described in the Scope of Services, attached hereto as Exhibit A. The Work shall
commence on May 1, 2016 and shall be completed to the satisfaction of the City by April 30, 2018 unless
such date is extended or otherwise modified by the City in writing. In the event of a conflict or
inconsistency between the text of the main body of this Agreement and Exhibit A, the text of the main
body of this Agreement shall prevail.
2. Payment. City shall pay Consultant an amount not to exceed 30% for the full and
satisfactory completion of the Work in accordance with the terms and conditions of this Agreement. The
calculation of payment for the Work shall be set forth as follows: 30% of the total amount recovered per
month. The amount stated above is the entire compensation payable to Consultant for the Work
performed hereunder, including all labor, materials, tools and equipment furnished by Consultant.
City shall make payments, based on invoices received, for Work satisfactorily performed. City
shall have fifteen (15) days from the receipt of an invoice to pay Consultant.
3. Independent Consultant. It is understood and agreed that this Agreement is not a contract
of employment and does not create an employer - employee relationship between the City and Consultant.
At all times Consultant shall be an independent Consultant and City shall not control the manner of
Consultant accomplishing the Work. Consultant is not authorized to bind the City to any contracts or
other obligations without the express written consent of the City.
4. Indemnification. To the fullest extent permitted by law, Consultant shall indemnify,
defend (with counsel acceptable to the City), and hold harmless the City and its elected and appointed
officers, officials, employees, agents, Consultants and consultants (collectively, the "City hidemnitees ")
from and against any and all liability, loss, damage, claims, expenses and costs (including, without
limitation, attorneys' fees and costs of litigation) (collectively, "Liability ") of every nature arising out of
or in connection with Consultant's performance of the Work or Consultant's failure to comply with this
Agreement, except such Liability caused by the gross negligence or willful misconduct of the City
Indemnitees.
5. Insurance. Prior to beginning the Work and continuing throughout the term of this
Agreement, Consultant (and any sub - consultants) shall, at Consultant's (or sub - consultant's) sole cost and
expense, furnish the City with certificates of insurance evidencing that Consultant has obtained and
maintains insurance in the following amounts:
A. Workers' Compensation that satisfies the minimum statutory limits.
B. Commercial General Liability and Property Damage Insurance in an amount not less than
ONE MILLION DOLLARS ($1,000,000) combined single limit per occurrence, TWO MILLION
DOLLARS ($2,000,000) annual aggregate, for bodily injury, property damage, products,
completed operations and contractual liability coverage.
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C. Contractor will not be using an automobile as part of the scope of services; therefore
comprehensive automobile insurance is not required.
D. Professional Liability Insurance in an amount not less than ONE MILLION DOLLARS
($1,000,000) covering the licensed professionals' errors and omissions.
All insurance policies shall be written on an occurrence basis and shall name the City
hldemnitees as additional insureds with any City insurance shall be secondary and in excess to
Consultant's insurance. If the Consultant's insurance policy includes a self - insured retention that must be
paid by a named insured as a precondition of the insurer's liability, or which has the effect of providing
that payments of the self - insured retention by others, including additional insureds or insurers do not
serve to satisfy the self - insured retention, such provisions must be modified by special endorsement so as
to not apply to the additional insured coverage required by this agreement so as to not prevent any of the
parties to this agreement from satisfying or paying the self - insured retention required to be paid as a
precondition to the insurer's liability. Additionally, the certificates of insurance must note whether the
policy does or does not include any self- insured retention and also must disclose the deductible. The
certificates shall contain a statement of obligation on the part of the carrier to notify City of any material
change, cancellation, termination or non - renewal of the coverage at least thirty (30) days in advance of
the effective date of any such material change, cancellation, termination or non - renewal. The City's Risk
Manager may waive or modify any of the insurance requirements of this section.
6. Compliance with all Applicable Laws; Nondiscrimination. Consultant shall comply with
all applicable local, state and federal laws, regulations and ordinances in the performance of this
Agreement. Consultant shall not discriminate in the provision of service or in the employment of persons
engaged in the performance of this Agreement on account of race, color, national origin, ancestry,
religion, gender, marital status, sexual orientation, age, physical or mental disability in violation of any
applicable local, state or federal laws or regulations.
7. Termination. City may terminate or suspend this Agreement at any time and without
cause upon written notification to Consultant. Upon receipt of notice of termination or suspension,
Consultant shall immediately stop all work in progress under this Agreement. The City's right of
termination shall be in addition to all other remedies available under law to the City.
8. Prevailing Wage. Where applicable, the wages to be paid for a day's work to all classes
of laborers, workmen, or mechanics on the work contemplated by this Purchase Agreement, shall be not
less than the prevailing rate for a day's work in the same trade or occupation in the locality within the
state where the work hereby contemplates to be performed as determined by the Director of Industrial
Relations pursuant to the Director's authority under Labor Code Section 1770, et seq. Each laborer,
worker or mechanic employed by Consultant or by any subcontractor shall receive the wages herein
provided for. The Consultant shall pay two hundred dollars ($200), or whatever amount may be set by
Labor Code Section 1775, as may be amended, per day penalty for each worker paid less than prevailing
rate of per diem wages. The difference between the prevailing rate of per diem wages and the wage paid
to each worker shall be paid by the Consultant to each worker.
An error on the part of an awarding body does not relieve the Consultant from responsibility for payment
of the prevailing rate of per diem wages and penalties pursuant to Labor Code Sections 1770 -1775. The
City will not recognize any claim for additional compensation because of the payment by the Consultant
for any wage rate in excess of prevailing wage rate set forth. The possibility of wage increases is one of
the elements to be considered by the Consultant.
(A) Posting of Schedule of Prevailing Wage Rates and Deductions. If the schedule of
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prevailing wage rates is not attached hereto
pursuant
to
Labor Code
Section 1773.2, the Consultant shall
post at appropriate conspicuous points at
the site
of
the project
a schedule showing all determined
prevailing wage rates for the various classes of laborers and mechanics to be engaged in work on the
project under this contract and all deductions, if any, required by law to be made from unpaid wages
actually earned by the laborers and mechanics so engaged.
9. Tax Withholding. Consultant represents and warrants that Consultant is a resident of the
State of California in accordance with California Revenue & Taxation Code Section 18662, as may be
amended, and is exempt from withholding. Consultant accepts sole responsible for verifying the
residency status of any Consultants and withhold taxes from non - California Consultants as required by
law.
10. Severabilitv. If any term or portion of this Agreement is held to be invalid, illegal, or
otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement
shall continue in full force and effect.
11. Entire Agreement. This Agreement represents the entire and integrated agreement
between the Parties. This Agreement may be modified or amended only by a subsequent written
agreement signed by both Parties.
12. Non - Liability of Officials, Employees and Agents. No officer, official, employee or
agent of City shall be personally liable to Consultant in the event of any default or breach by City or for
any amount which may become due to Consultant pursuant to this Agreement.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date written above.
CITY:
By:
City Manager
APPROVED AS TO FORM:
City Attorney
2051689.3
CONSULTANT:
By:
Print Name:
Title:
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EXHIBIT A
SCOPE OF SERVICES
1.1 Services. Subject to the terms and conditions provided for herein,
(a) RIS, inconsideration of the Contract Price (as defined in Section 2.1) agrees to review and analyze
accounts receivable related to patient care rendered by Client to others and provide Client with a report identifying/
facilitating expedient recovery methods for those accounts receivable (collectively, "Services "), and
(b) Client agrees to pay for Services asset forth in Section 2.1.
1.2 Personnel. All personnel assigned by RIS to perform Services will be RIS employees or agents and RIS
will pay all salaries and expenses of, and all federal, social security, federal and state unemployment taxes, and any
other payroll or witholding taxes relating to, or any other compensation for, such employees or agents. RIS will be
considered, for all purposes, an independent Consultant, and it will not, directly or indirectly, act as an agent, servant
or employee of Client, or make any commitments or incur any liabilities on behalf of Client without its prior written
consent.
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HIPAA Agreement
Business Associate Contract
South San Francisco Fire Department
Business Associate Contract
This Agreement (the "Agreement") is made as of December 10, 2014 (the "Effective Date ") by
and between Resolve Insurance Systems ( "RIS "), located at 864 Grand Ave. #528 San Diego,
CA 92109; and South San Francisco F.D. (Customer), located at 480 North Canal Street
South San Francisco, CA 94080; and defines the terms and conditions pursuant to a Business
Associate Contract as required by the Privacy Rule, 45 CFR Parts 160 and 164, of the
Health Insurance Portability and Accountability Act of 1996.
Background
WHEREAS, RIS is in the business of reviewing and analyzing medical service providers'
accounts receivables related to patient care in order to facilitate insurance payments for its
clients. In the normal course of review and analyzing of said accounts receivables will, from time
to time, have access to protected health information, and WHEREAS, Customer is in the
business of providing ambulance services, has agreed to the consulting services of RIS, and
acknowledges RIS's need for occasional access to protected health information in the furtherance
of its consulting activities.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and
agreements contained herein, and intending to be legally bound hereby, the parties hereto agree
as follows:
Agreement
1. Definitions
Terms used, but not otherwise defined, in this Agreement shall have the same meaning as
those terms in 45 CFR §§ 160.103 and 164.501.
Business Associate. "Business Associate" shall mean Resolve Insurance Systems.
Covered Entity. "Covered Entity" shall mean South San Francisco F.D.
Individual. "Individual" shall have the same meaning as the term "individual" in 45 CFR §
164.501 and shall include a person who qualifies as a personal representative in accordance
with 45 CFR § 164.502(g).
Privacy Rule. "Privacy Rule" shall mean the Standards for Privacy of Individually Identifiable
Health Information at 45 CFR Part 160 and Part 164, Subparts A and E.
Protected Health Information. "Protected Health Information" shall have the same meaning as
the term "protected health information" in 45 CFR § 164.501, limited to the information
created or received by Business Associate from or on behalf of Covered Entity.
Required By Law. "Required By Law" shall have the same meaning as the term "required by
law" in 45 CFR § 164.501.
Secretary. "Secretary" shall mean the Secretary of the Department of Health and Human
Services or his designee.
2. Obligations and Activities of Business Associate
2.1. RIS agrees to not use or further disclose Protected Health Information other than as
permitted or required by the Agreement or as Required By Law.
2.2. RIS agrees to use appropriate safeguards to prevent use or disclosure of the
Protected Health Information other than as provided for by this Agreement.
2.3. RIS agrees to mitigate, to the extent practicable, any harmful effect that is known to
RIS of a use or disclosure of Protected Health Information by RIS in violation of
the requirements of this Agreement.
2.4. RIS agrees to report to Customer any use or disclosure of the Protected Health
Information not provided for by this Agreement.
2.5. RIS agrees to ensure that any agent, including a subcontractor, to whom it provides
Protected Health Information received from Customer, or created by RIS on behalf
of Customer, agrees to the same restrictions and conditions that apply through this
Agreement to RIS with respect to such information.
2.6. RIS agrees to make internal practices, books, and records relating to the use and disclosure
of Protected Health Information received from, or created or received by RIS on behalf of
Customer, available to Customer, or at the request of the Customer to the Secretary, in a time
and manner designated by the Customer or the Secretary, for purposes of the Secretary
determining Customer's compliance with the Privacy Rule.
2.7. RIS agrees to document such disclosures of Protected Health Information and information
related to such disclosures as would be required for Customer to respond to
a request by an Individual for an accounting of disclosures of Protected Health Information in
accordance with 45 CFR § 164.528.
2.8. RIS agrees to provide to Customer or an Individual, in time and manner designated
by Customer, information collected in accordance with Section 2.7 of this Agreement, to permit
Customer to respond to a request by an Individual for an accounting of disclosures of Protected
Health Information in accordance with 45 CFR § 164.528.
2.9 RIS agrees to comply with the requirements of the Privacy Rule that applies to Customer
when it carries out any of Customer's obligations under HIPAA Privacy Rule.
H6
3. Permitted Uses and Disclosures by Business Associate
3.1. Except as otherwise limited in this Agreement, RIS may use or disclose Protected
Health Information on behalf of, or to provide services to, Customer for the purpose of
review and analyzing of their accounts receivables, if such use or disclosure of Protected Health
Information would not violate the Privacy Rule if done by Customer.
3.2. Except as otherwise limited in this Agreement, RIS may disclose Protected Health
Information, provided that disclosures are required by law, or RIS obtains reasonable assurances
from the person to whom the information is disclosed that it will remain confidential and used or
further disclosed only as required by law or for the purpose for which it was disclosed to the
person, and the person notifies RIS of any instances of which it is aware in which the
confidentiality of the information has been breached.
4. Obligations of Covered Entity
4.1. Customer shall provide RIS with the notice of privacy practices that Customer
produces in accordance with 45 CFR § 164.520, as well as any changes to such notice.
4.2. Customer shall provide RIS with any changes in, or revocation of, permission by
Individual to use or disclose Protected Health Information, if such changes affect
RIS's permitted or required uses and disclosures.
4.3. Customer shall notify RIS of any restriction to the use or disclosure of Protected
Health Information that Covered Entity has agreed to in accordance with 45 CFR §
164.522.
5. Permissible Requests by Covered Entity
Customer shall not request RIS to use or disclose Protected Health Information in any
manner that would not be permissible under the Privacy Rule if done by Customer.
6. Term and Termination
6.1. Term. The Term of this Agreement shall be effective as of Effective Date, and shall terminate
when all of the Protected Health Information provided by Customer to RIS, or created or received
by RIS on behalf of Customer, is destroyed or returned to Customer, or, if it is infeasible to return
or destroy Protected Health Information, protections are extended to such information, in
accordance with the termination provisions in this Section.
6.2. Termination for Cause. Upon knowledge of a material breach by RIS, Customer shall provide
an opportunity for RIS to cure the breach or end the violation and terminate this Agreement and
any related Agreement. If RIS does not cure the breach or end the violation within the time
M
specified by Customer, or immediately terminate this Agreement and any related Agreement, or if
RIS has breached a material term of this Agreement and cure is not possible.
6.3. Effect of Termination. Except as provided in paragraph (2) of this section, upon termination of
this Agreement, for any reason, RIS shall return or destroy all Protected Health Information
received from Customer, or created or received by RIS on behalf of Customer. This provision also
shall apply to Protected Health Information that is in the possession of subcontractors or agents
of RIS. RIS shall retain no copies of the Protected Health Information. In the event that RIS
determines that returning or destroying the Protected Health Information is infeasible, RIS shall
provide to Customer, notification of the conditions that make return or destruction infeasible.
Upon mutual agreement of the Parties that return or destruction of Protected Health Information is
infeasible, RIS shall extend the protections of this Agreement to such Protected Health
Information and limit further uses and disclosures of such Protected Health Information to those
purposes that make the return or destruction infeasible, for so long as RIS maintains such
Protected Health Information.
7. Other Terms
7.1. Amendment. The Parties agree to take such action as is necessary to amend this Agreement
from time to time as is necessary for Customer to comply with the requirements of the Privacy
Rule and the Health Insurance Portability and Accountability Act, Public Law 104 -191.
7.2. Survival. The respective rights and obligations of RIS under Section 6.3 of this Agreement
shall survive the termination of this Agreement.
7.3. Interpretation. Any ambiguity in this Agreement shall be resolved in favor of a meaning
that permits Customer to comply with the Privacy Rule.
8. Entire agreement
This Agreement contains all of the agreements and understandings between the parties with
respect to the subject matter hereof. No agreement or other understanding in any way modifying
the terms hereof will be binding unless made in writing as a modification or amendment to this
Agreement and executed by both parties.
IN WITNESS WHEREOF, South San Francisco F.D. and Resolve Insurance Systems agree to
and intend to be legally bound by all terms and conditions set forth above and hereby execute
this Agreement as of the effective date above written.
Signatures on following page.
10
Resolve Insurance Systems LLC: South San Francisco F.D.:
Printed Name Printed Name
Title
Title
Signature Signature
11