HomeMy WebLinkAboutStaff Report 381-09 (2)TO:
FROM:
DATE:
REPORT TYPE:
SUBJECT:
HONORABLE CITY COUNCIL
CITY MANAGER DEPARTMENT: FIRE
OCTOBER 5, 2009 CMR: 381:09
CONSENT
Approval of Contract No. CI0133497 with Advanced Processing
West, Incorporated (ADPI) for Up to Three Years in an Amount Not
to Exceed $166,667 Per Year for Ambulance Billing Services
RECOMMENDATION
Staff reconllnends that Council approve and authorize the City Manager or his designee to execute
the attached contract with Advanced Processing West, Incorporated (ADPI) for ambulance billing
and collection services through Septelnber 30, 2010 with the option to extend annually for an
additional two years through Septenlber 30, 2012. The contract is not to exceed the anl0unt of
$166,667 per year for a total contract value not to exceed $500,000 over a three-year period for this
agreenlent, with a collection rate of 4.75 percent. The tern1 of this contract will be for up to one year
with the option to renew each subsequent year for up to a lnaximum of three years based on
satisfactory contractor performance per the paraIlleters as outlined in the attached RFP document
(Exhibit A) and as determined by City staff. This provision is in accordance with the City Auditor's
recommendations outlined in the Audit of Ambulance Billing and Revenue Collection repOli of
February 2009. The City ll1ay terminate the contract at any tilne with a 10 day wlitten notice to the
contractor.
DISCUSSION
The cunent contract extension option for ambulance transport billing tenllinates on Decelllber
31,2009. At the July 21,2009 meeting of the Finance Committee, committee Inelnbers approved
the scope of services for a new contract. Staff was directed to develop an agreenlent to address
and satisfy the issues identified in the City Auditor's repoli on arrlbulance transpOli billing and to
negotiate a lower comlnission rate. In total, six requests for proposals (RFP) were submitted for
consideration. All six proposals were evaluated by a review committee consisting of key ASD
and Fire staff personnel who oversee EMS service delivery and EMS billing processes. The
proposal sublnitted by ADPI was detennined to be the most acceptable to nleet the needs and
requirenlents of the City of Palo Alto as outlined in the RFP. All previous issues of COnCelTI with
this contractor's processes and procedures have been resolved S0111e tillle ago and well in
advance of the RFP process to the overwhelming satisfaction of City staff. A fOlihcoming update
of the City Auditor's recommendations on anlbulance billing procedures will reflect conlpletion
of the vast majority of the recommendations with the remainder in process and near conlpletion.
CMR 381:09 Page 1 of2
ADPI will be contracted to provide service for outsource billing and collection for Emergency
Medical Services (EMS) mnbulance transports by the Palo Alto Fire DepartInent. For this
service, the City will pay ADPI a 4.75 percent conunission fee for net funds that are collected.
Upon approval by the City Council, the new contract will begin October 7,2009. Included in the
new contract are measurable parameters for inlproved consistency, more detailed reporting and
review procedures for billing reconciliation, stricter controls for billing follow-up, requirenlents
for regular and frequent Ineetings with the contractor representatives to discuss billing issues and
outstanding itenls, and establishing an easily administered and monitored system for payment by
credit card. These areas were identified as critical needs from the February 2009 City Auditor's
report. During the life of this contract, Staff menlbers frOln Fire and ASD will work with the
contracting party to explore opportunities for greater efficiencies, inlprove I refine software data
repOliing systeIns, InechanisIns for Inonitoring progress and follow-up, and for inlproved
procedures and nlethods in pursuing uncollected or outstanding accounts. Examples would
include providing nlonthly exception reports, reviewing unbilled accounts with explanations
froln the contractor with an action plan for follow-up and resolution, developlnent of
nlechanislns to return uncollected accounts to the City with follow-up on the account and
Ininilnizing duplicate billings, implementation of new procedures to address invoices and
monitor their accuracy with supporting data, and ensuring that the billing contractor's
cOInnlission adjustlnent related to refunds is conect. Many of these nlechanisnls and procedures
are cunently in place or in process.
RESOURCE IMPACT
The contractor will receive a cOll11nission of a 4.75 percent of all funds collected for EMS
transport services. The total amount is not to exceed $166,667 per year and I or $500,000 over
the life of a three-year agreelnent.
POLICY IMPLICATIONS
This recomnlendation is consistent with existing city policies and will enable the City to comply
with recomlnendations in the City Auditor's report.
ENVIRONMENTAL REVIEW
The actions recon1ll1ended in this report do not constitute a project under the Califonlia
EnvirOlunental Quality Act (CEQA).
ATTACHMENTS
Contract No. CI0133497 with Exhibits A, B, C and D
PREPARED BY:
REVIEWED BY:
CITY MANAGER APPROVAL:
CMR 381:09 Page 2 of2
CITY OF PALO ALTO CONTRACT NO.: Contract Nun1ber: C10133497
AGREE~IENT BETWEEN THE CITY OF PALO ALTO AND ADPI ,",VEST, INC.
FOR PROFESSIONAL SERVICES
PROVISION OF BILLING SERVICES FOR
EMERGENCY 1VIEDICAL SERVICES (EMS)
This AGREEMENT is entered into on this 1 st day of October, 2009, by and between the
CITY OF PALO ALTO, a California chartered n1ll11icipal corporation ("CITY"), and ADPI
vVEST, INC. (dba ADPI -Ipterl~~edix), a Dela-yvare Corporation, authorized to do business in
California, located at 7705Pa.rdeeLane, Suite 200, Oakland, CA 94621 (PH) 510-904-5718
("CONSULT ANT").
RECITALS
The following recitals are a substantive pOliion of this Agreelnent.
A. CITY intends to outsource its Elnergency Medical Billing processes ("Project") and
desires to engage a consultant to provide these Elnergency Medical Billing Services (EIVIS)
("Services").
B. CONSULTANT has represented that it has the necessary professional expeliise,
qualifications, and capability, and all required licenses and/or celiifications to provide the
Services.
C. CITY in reliance on these representations desires to engage CONSULTANT to provide
the Services as n10re fully described in Exhibit "A", attached to and n1ade a pari of this
Agreen1ent.
NOW, THEREFORE, in consideration of the recitals, covenants, tenns, and conditions,
this Agreelnent, the parties agree:
AGREEMENT
SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perforn1 the Services described in
Exhibit "A" in accordance with the tern1S and conditions contained in this Agreelnent. The
perfonnance of all Services shall be to the reasonable satisfaction of CITY.
SECTION 2. TERM. The tenn of this Agreement shall be from the date of its full execution
through Septelnber 30, 2010, unless ten11inated earlier pursuant to Section 19 of this Agreelnent.
CITY retains option to renew for up to two additional one (1) year periods based upon
CONSULTANT's perfonnance of the Services described in Exhibit A, Scope of Services,
attached to and Inade a part of this Agreelnent.
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SECTION 3. SCHED "LE 0 PERFORMANCE. Tilne is of the essence in the perfonnance
of Services under this Agreement. CONSULTANT shall c01nplete the Services 'within the tenn
of this Agreement and in accordance with the schedule set f011h in Exhibit '"B", attached to and
n1ade a part of this Agreelnent. Any Services for which tilnes for performance are not specifIed
in this Agreement shall be c01nmenced and c01npleted by CONSULTANT in a reasonably
prompt and tilnely manner based upon the circmnstances and direction cOlnmunicated to the
CONSULTANT. CITY's agreelnent to extend the term or the schedule for perfonnance shall
not preclude recovery of damages for delay if the extension is required due to the fault of
CONSULTANT.
SECTION 4. NOT TO EXCEED COMPENSATION. The con1pensation to be paid to
CONSULTANT for perforn1ance of the Services described in Exhibit '"A", including both
payn1ent for professional services and reilnbursable expenses, shall not exceed one hundred and
sixty six thousand six hundred and sixty seven dollars ($166,667.00) per Year. The applicable
rates and schedule of payn1ent are set out in Exhibit "C", entitled "COMPENSATION," which is
attached to and n1ade a part of this Agreelnent.
Additional Services, if any, shall be authorized in accordance with and subject to the provisions
of Exhibit "C". CONSULTANT shall not receive any compensation for Additional Services
perfonned without the prior written authorization of CITY. Additional Services shalllnean any
work that is detennined by CITY to be necessary for the proper c01npletion of the Project, but
which is not included within the Scope of Services described in Exhibit "A".
SECTION 5. INVOICES. In order to request payn1ent, CONSULTANT shall subn1it n10nthly
invoices to the CITY describing the services performed and the applicable charges (including an
identification of personnel who perfonned the services, hours worked, hourly rates, and
rein1bursable expenses), based upon the CONSULTANT's billing rates (set forth in Exhibit
"C"). If applicable, the invoice shall also describe the percentage of con1pletion of each task. The
inforn1ation in CONSULTANT's paYlnent requests shall be subject to verification by CITY.
CONSULTANT shall send all invoices to the City's project lnanager at the address specified in
Section 13 below. The City will generally process and pay invoices within thil1y (30) days of
receipt.
SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All of the Services shall be
perfonned by CONSULTANT or under CONSULTANT's supervision. CONSULTANT
represents that it possesses the professional and technical persolIDel necessary to perfonn the
Services required by this Agreelnent and that the personnel have sufficient skill and experience
to perforn1 the Services assigned to theln. CONSULTANT represents that it, its elnployees and
subconsultants, if pennitted, have and shall n1aintain during the tenn of this Agreelnent all
licenses, pen11its, qualifications, insurance and approvals of whatever nature that are legally
required to perforn1 the Services.
All of the services to be furnished by CONSULTANT under this agreement shall meet the
professional standard and quality that prevail aInong professionals in the same discipline and of
silnilar lmowledge and skill engaged in related work throughout California under the same or
silnilar circumstances.
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SECTIO~ 7. COMPLIA~CE WITH LAWS. CONSULTANT shall keep itself informed of
and in con1pliance with all federal, state and local laws, ordinances, regulations, and orders that
Inay afIect in any Inanner the Proj ect or the perfonnance of the Services or those engaged to
perfoIn1 Services under this Agreement. CONSULTANT shall procure all permits and licenses,
pay all charges and fees, and give all notices required by law in the perforn1ance of the Services.
SECTION 8. ERRORS/OMISSIONS. CONSULTANT shall correct, at no cost to CITY, any
and all errors, Olnissions, or ambiguities in the work product submitted to CITY, provided CITY
gives notice to CONSULTANT. If CONSULTANT has prepared plans and specifications or
other design docun1ents to construct the Project, CONSULTANT shall be obligated to correct
any and all errors, omissions or an1biguities discovered prior to and during the course of
construction of the Project. This obligation shall survive termination of the Agreelnent.
SECTION 9. COST ESTIMATES. If this Agreen1ent peliains to the design of a public works
project, CONSULTANT shall subn1it estimates of probable construction costs at each phase of
design subn1ittal. If the total estilnated construction cost at any subn1ittal exceeds ten percent
(l 00/0) of the CITY's stated construction budget, CONSULTANT shall n1ake recon1lnendations
to the CITY for aligning the PROJECT design with the budget, incorporate CITY approved
recomlnendations, and revise the design to n1eet the Proj ect budget, at no additional cost to
CITY.
SECTION 10. INDEPENDENT CONSULTANT. It is understood and agreed that in
perfonning the Services under this Agreen1ent CONSULTANT, and any person en1ployed by or
contracted with CONSULTANT to furnish labor and/or lnaterials under this Agreen1ent, shall act
as and be an independent CONSULTANT and not an agent or en1ployee of the CITY.
SECTION 11. ASSIGNMENT. The pariies agree that the expertise and experience of
CONSULTANT are material considerations for this Agreement. CONSULTANT shall not
assign or transfer any interest in this Agreelnent nor the perforn1ance of any of
CONSUL TANT' s obligations hereunder without the prior written consent of the city lnanager.
Consent to one assignlnent will not be deen1ed to be consent to any subsequent assignlnent. Any
assignlnent made without the approval of the city n1anager will be void.
SECTION 12. SUBCONTRACTING. CONSULTANT shall not subcontract any portion of
the work to be perforn1ed under this Agreelnent without the prior written authorization of the city
n1anager or designee.
CONSUL TANT shall be responsible for directing the work of any subconsultants and for any
cOlnpensation due to subconsultants. CITY assumes no responsibility whatsoever concerning
con1pensation. CONSULTANT shall be fully responsible to CITY for all acts and omissions of a
subconsultant. CONSULTANT shall change or add subconsultants only with the prior approval
of the city lnanager or his designee.
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SECTIO~ 13. PROJECT ~rANAGE\,IENT. CONSULTANT will assign Mori NIoriuchi
as the Project Director to have supervisory responsibility for the perforn1ance, progress, and
execution of the Services and as the project n1anager to represent CONSULTANT during the
day-to-day work on the Project. If cirCUlnstances cause the substitution of the project director,
project coordinator, or any other key personnel for any reason, the appointment of a substitute
project director and the assigmnent of any key new or replacelnent personnel will be subject to
the prior written approval of the CITY's project lnanager. CONSULTANT, at CITY's request,
shall prOlnptly remove persOlmel who CITY finds do not perform the Services in an acceptable
maImer, are uncooperative, or present a threat to the adequate or tilnely con1pletion of the Project
or a tlu'eat to the safety of persons or propeliy.
The City's project n1anager is Dan Lindsey, Fire Departlnent, Elnergency Medicine Division,
Station 6, 711 Serra Street, Stanford, CA 94305, Telephone: 650-329-2515. The project
n1anager will be CONSULTANT's point of contact with respect to perforn1ance, progress and
execution of the Services. The CITY lnay designate an alternate project n1anager fron1 tin1e to
tin1e.
SECTION 14. OWNERSHIP OF MATERIALS. Upon delivery, all work product, including
without lilnitation, all writings, drawings, plans, reports, specifications, calculations, documents,
other materials and copyright interests developed under this Agreen1ent shall be and relnain the
exclusive property of CITY without restriction or limitation upon their use. CONSULTANT
agrees that all copyrights which arise froln creation of the work pursuant to this Agreement shall
be vested in CITY, and CONSULTANT waives and relinquishes all clain1s to copyright or other
intellectual propeliy rights in favor of the CITY. Neither CONSULTANT nor its
CONSULT ANTs, if any, shall n1ake any of such Inaterials available to any individual or
organization without the prior written approval of the City Manager or designee.
CONSULTANT makes no representation of the suitability of the work product for use in or
application to circun1stances not conten1plated by the scope of work.
SECTION 15. AUDITS. CONSULTANT will pennit CITY to audit, at any reasonable tin1e
during the tenn of this Agreement and for three (3) years thereafter, CONSULTANT's records
pertaining to n1atters covered by this Agreement. CONSULT ANT further agrees to Inaintain and
retain such records for at least tlu'ee (3) years after the expiration or earlier tennination of this
Agreen1ent.
SECTION 16. INDEMNITY.
D [Option A applies to the following design professionals pursuant to Civil Code Section
2782.8: architects; landscape architects; r egistered professional engineers and licensed
professional land surveyors.] 16.1. To the fullest extent pennitted by law, CONSULTANT
shall protect, indemnify, defend and hold hannless CITY, its Council n1en1bers, officers,
employees and agents (each an "Indelnnified Party") from and against any and all delnands,
clailns, or liability of any nature, including death or injury to any person, propeliy daInage or any
other loss, including all costs and expenses of whatever nature including attorneys fees, experts
fees, court costs and disburselnents ("Clain1s") that arise out of, peliain to , or relate to the
negligence, recklessness, or willful misconduct of the CONSULTANT, its officers, employees,
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agents or CONSULTANTs under this Agreement, regardless of whether or not it is caused in
part by an Indemnified Party.
C8J[Option B applies to any consultant who does no t qualify as a design profe ional as
defined in Civil Code Section 2782.8.] 16.1. To the fullest extent pennitted by law,
CONSULTANT shall protect, indelnnify, defend and hold harn11ess CITY, its Council melnbers,
officers, elnployees and agents (each an "Indelnnified Party") fron1 and against any and all
den1ands, claims, or liability of any nature, including death or injury to, any person, property
darnage or any other loss, including all costs and expenses of whatever nature including
attorneys fees, experts fees , court costs and disburselnents ("Clailns") resulting frOln, arising out
of or in any lnanner related to perfonnance or nonperforn1ance by CONSULTANT, its officers,
elnployees, agents or CONSULTANTs under this Agreen1ent, regardless of whether or not it is
caused in part by an Indenmified Party.
16.2. Notwithstanding the above, nothing in this Section 16 shall be construed
to require CONSULTANT to inden1nify an Indelnnified Party frOln Clailns arising froIn the
active negligence, sole negligence or willfullnisconduct of an Inden1nified Party.
16.3. The acceptance of CONSULTANT's services and duties by CITY shall
not operate as a waiver of the right of inden1nification. The provisions of this Section 16 shall
survive the expiration or early tern1ination of this Agreelnent.
SECTION 17. WAIVERS. The waiver by either party of any breach or violation of any
covenant, tern1, condition or provision of this Agreen1ent, or of the provisions of any ordinance
or law, will not be deen1ed to be a waiver of any other tenn, covenant, condition, provisions,
ordinance or law, or of any subsequent breach or violation of the sarne or of any other term,
covenant, condition, provision, ordinance or law.
SECTION 18. INSURANCE.
18.1. CONSULTANT, at its sole cost and expense, shall obtain and lnaintain, in
full force and effect during the tenn of this Agreelnent, the insurance coverage described in
Exhibit liD". CONSULTANT and its CONSULTANTs, if any, shall obtain a policy endorsen1ent
nan1ing CITY as an additional insured under any general liability or autOlnobile policy or
policies.
18.2. All insurance coverage required hereunder shall be provided through
carriers with AM Best's Key Rating Guide ratings of A-:VII or higher which are licensed or
authorized to transact insurance business in the State of California. Any and all
CONSULTANTs of CONSULTANT retained to perforn1 Services under this Agreen1ent will
obtain and n1aintain, in full force and effect during the ten11 of this Agreelnent, identical
insurance coverage, narning CITY as an additional insured under such policies as required
above.
18.3. Celiificates evidencing such insurance shall be filed with CITY
concurrently with the execution of this Agreen1ent. The certificates will be subject to the
approval of CITY's Risk Manager and will contain an endorsement stating that the insurance is
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prilnary coverage and will not be canceled, or materially reduced in coverage or lilnits, by the
insurer except after filing with the Purchasing Manager thirty (30) days' prior written notice of
the cancellation or Inodi±ication, CONSULTANT shall be responsible for ensuring that cunent
certificates evidencing the insurance are provided to CITY's Purchasing Manager during the
entire tenl1 of this Agreenlent.
18.4. The procuring of such required policy or policies of insurance will not be
construed to lilnit CONSULT ANTis liability hereunder nor to fulfill the indenlnification
provisions of this Agreement. Notwithstanding the policy or policies of insurance,
CONSULTANT will be obligated for the full and total anlolmt of any danlage, injury, or loss
caused by or directly arising as a result of the Services perfonned under this Agreenlent,
including such danlage, injury, or loss arising after the Agreement is ternlinated or the term has
expired.
SEeTIO 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES.
19.1. The city manager nlay suspend the perfornlance of the Services, in whole
or in pari, or tenninate this Agreelnent, with or without cause, by giving ten (l0) days prior
written notice thereof to CONSULTANT. Upon receipt of such notice, CONSULTANT will
in1nlediately discontinue its perfornlance of the Services.
19 .2. CONSULTANT Inay terminate this Agreement or suspend its
perfornlance of the Services by giving thirty (30) days prior written notice thereof to CITY, but
only in the event of a substantial failure of perfornlance by CITY.
19.3. Upon such suspension or ternlination, CONSULTANT shall deliver to the
City Manager ilnnlediately any and all copies of studies, sketches, drawings, cOlnputations, and
other data, whether or not completed, prepared by CONSULTANT or its CONSULTANTs, jf
any, or given to CO}JSULT ANT or its CONSULTANTs, if any, in connection with this
Agreenlent. Such materials will beconle the propeliy of CITY.
19.4. Upon such suspension or tennination by CITY, CONSULTANT will be
paid for the Services rendered or nlaterials delivered to CITY in accordance with the scope of
services on or before the effective date (i.e., 10 days after giving notice) of suspension or
tenllination; provided, however, if this Agreement is suspended or terminated on account of a
default by CONSULTANT, CITY will be obligated to cOlnpensate CONSULTANT only for that
portion of CONSULTANT's services which are of direct and ilwnediate benefit to CITY as such
determination may be Inade by the City Manager acting in the reasonable exercise of his/her
discretion
19.5. No paynlent, partial paynlent, acceptance, or partial acceptance by CITY
will operate as a waiver on the part of CITY of any of its rights under this Agreement.
SECTIO~ 20. NOTICES.
All notices hereunder will be given in writing and Inailed, postage prepaid, by
certified nlail, addressed as follows:
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To CITY: Office of the City Clerk
City of Palo Alto
Post Office Box 10250
Palo Alto, CA 94303
With a copy to the Purchasing Manager
To CONSULTANT: Attention of the proj ect director
at the address of CONSUL T ANT recited above
SECTION ~1. COFLTCT OF INTEREST.
21.1. In accepting this Agreelnent, CONSULTANT covenants that it presently
has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which
would conflict in any mam1er or degree with the perfonnance of the Services.
21.2. CONSULTANT further covenants that, in the perforn1ance of this
Agreement, it will not en1ploy subconsultants, CONSULTANTs or persons having such an
interest. CONSUL T ANT cel1ifies that no person who has or will have any financial interest
under this Agreelnent is an officer or elnployee of CITY; this provision will be interpreted in
accordance with the applicable provisions of the Palo Alto Municipal Code and the Government
Code of the State of California.
21.3. If the Project Manager detern1ines that CONSULTANT is a "Consultant"
as that term is defined by the Regulations of the Fair Political Practices C01nlnission,
CONSUL T ANT shall be required and agrees to file the appropriate financial disclosure
documents required by the Palo Alto Municipal Code and the Political Reforn1 Act.
SECTION 22. NONDISCRIMINATION. As set f011h in Palo Alto Municipal Code section
2.30.51 0, CONSULTANT certifIes that in the performance of this Agreelnent, it shall not
discrilninate in the employment of any person because of the race, skin color, gender, age,
religion, disability, national origin, ancestry, sexual orientation, housing status, n1arital status,
fan1ilial status, weight or height of such person. CONSULTANT acknowledges that it has read
and understands the provisions of Section 2.30.510 of the Palo Alto Municipal Code relating to
N ondiscrilnination Requiren1ents and the penalties for violation thereof, and agrees to n1eet all
requiren1ents of Section 2.30.510 pertaining to nondiscrin1ination in elnployn1ent.
SECTION 23. ENVIRONMENTALLY PREFERRED PURCHA INC. The City of Palo
Alto is a green business and works to purchase and provide products in an environlnentally
sustainable mam1er. CONSUL T ANT will use production lnethods that reduce waste and
environlnentally toxic products, as well as have less packaging. CONSULTANT will adhere to
the standard that printed lTIaterials will be, at a n1inimum, printed on 30% post consun1er
recycled paper with vegetable based ink. The designer will check with the project Inanager to
discuss the lTIaximUlTI recycled content paper available for each project. FSC (Forest
Stewardship Council) certified paper that is "process free" is preferred. CONSULTANT will use
methods that reduce energy use and thus the carbon footprint for the developlTIent, production
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and delivery of products. CONSULTANT shall adhere to the City~ s Envirol1111entally Preferred
Purchasing policies as may be an1ended fron1 tillle to tin1e.
SEeTIO . 2-1. i\rIISCELLA~EOl'S PROVISIO . ~s.
24.1. This Agreen1ent will be governed by the laws of the State of California.
24.2. In the event that an action is brought, the pmiies agree that trial of such
action will be vested exclusively in the state courts of California in the County of Santa Clara,
State of California.
24.3. The prevailing pmiy in any action brought to enforce the provisions of this
Agreeillent 111ay recover its reasonable costs and attorneys' fees expended in connection with that
action. The prevailing party shall be entitled to recover an amount equal to the fair n1arket value
of legal services provided by attorneys en1ployed by it as well as any attorneys' fees paid to third
parties.
24.4. This docun1ent represents the entire and integrated agreeillent between the
parties and supersedes all prior negotiations, representations, and contracts, either written or oral.
This dOCll111ent n1ay be mnended only by a written instrun1ent, which is signed by the parties.
24.5. The covenants, tern1s, conditions and provisions of this Agreelnent will
apply to, and will bind, the heirs, successors, executors, adn1inistrators, assignees, and
consultants of the pmiies.
24.6. If a court of competent jurisdiction finds or rules that any provision of this
Agreen1ent or any mnendn1ent thereto is void or unenforceable, the unaffected provisions of this
Agreen1ent and any an1endn1ents thereto will ren1ain in full force and effect.
24.7. All exhibits referred to in this Agreen1ent and any addenda, appendices,
attachlnents, and schedules to this Agreement which, fron1 time to tilne, lnay be referred to in
any duly executed mnendlnent hereto are by such reference incorporated in this Agreen1ent and
will be deelned to be a part of this Agreen1ent.
24 .8. This Agreelnent is subject to the fiscal provisions of the Charter of the
City of Palo Alto and the Palo Alto Municipal Code. This Agreen1ent will tenninate without any
penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the
following fiscal year, or (b) at any tilne within a fiscal year in the event that funds are only
appropriated for a pOliion of the fiscal year and funds for this Agreen1ent are no longer available.
This Section 24.8 shall take precedence in the event of a contlict with any other covenant, tenn,
condition, or provision of this Agreelnent.
24.9. The individuals executing this Agreelnent represent and warrant that they
have the legal capacity and authority to do so on behalf of their respective legal entities.
24.10 All unchecked boxes do not apply to this agreen1ent.
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IN WITNESS WHEREOF, the parties hereto have by their duly authorized
representatives executed this Agreement on the date first above vvritten.
CITY OF PALO ALTO ~PIWEST,INO.
Deity Manager (Required for contracts over By: tf].(; . ~
$85,000)
DPurchasing Manager (Required for N mne: Doug Shmnon
contracts over $25,000)
DContracts Administrator (Required for Title: President --~~~~------------contracts under $25,0000
APPROVED AS TO FORM:
Senior Asst. City Attorney
Attachments:
EXHIB IT "A":
EXHIBIT "B":
EXHIBIT "C":
EXHIBIT "D":
090915
SCOPE OF WORK
SCHEDULE OF PERFORMANCE
COMPENSA TION
INSURANCE REQUIREMENTS
Professional Services 35
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I. SCOPE OF SERVICES
A. Background
EXHIBIT A
SCOPE OF SERVICES
CONSULTANT shall provide complete medical billing and accounts receivable
management services for CITY's first responder, BLS, paramedic, and
membership program fees in accordance with the responsibilities outlined
below.
CONSULTANT must have a comprehensive and successful Emergency
Medical Services billing and customer service record with significant experience
in Prehospital billing. Prehospital billing experience shall include 911 system
ambulance transports at the ALS / BLS level as well as experience in non 911
system interfacility transports. This level of experience would typically require 5
plus years of EMS / Ambulance billing business at a volume equal to or greater
than the City of Palo Alto Fire Department. CONSULTANT must offer leading
technology in electronic billing and insurance follow-up. CONSULTANT shall
have highly qualified staff with a background in a Prehospital billing.
CONSULTANT shall provide data on company history of collections including
payer mix with percentage of collections for each category. CONSULTANT
shall provide the City with customer references.
Currently the City of Palo Alto is utilizing an electronic patient care report
(ePCR). The City may still have occasional paper PCR's for processing.
CONSULTANT shall provide a fee schedule based on an ePCR and/or paper
PCR if there is a differentiation. The total transports for the City of Palo Alto is
approximately 3000 transports per year. CONSULTANT shall be responsible to
interface with ESO Solutions, the current ePCR vendor without cost to the City.
B. Specific Scope Requirements:
CONSULTANT will provide the following specific services:
1. Provide general billing and accounts receivable management services to
CITY for Emergency and Non-Emergency transport services consistent
. with the provisions in City's Municipal Fee Schedule, ensuring that every
billable claim is pursued .
2. Maintain up-to-date knowledge of different industry insurance plans and
providers, and utilize most up-to-date knowledge and information with
reg ard to coding requirements and standards, to ensure compliance with
applicable Federal, State and local regulations.
090929
3. When a new account is received, assign billing account numbers that
provide a cross-reference to the CITY's assigned incident numbers.
On a monthly basis, reconcile the number of transports processed with
those received.
5. Maintain responsibility for obtaining missing or incomplete insurance
information and billing information.
6. Provide accurate coding of medical claims as set by State and Federal
requirements, and facilitate proper security of confidential information and
proper shredding of all disposed material containing such information in
accordance with HIPAA and Red Flag Rules and regulations.
Make recommendations as requested for fee schedule changes.
Regularly advise CITY of changes in statues and industry regulations.
Provide Bay Area average billing/fee schedules, as needed. Provide
strategies to maximize programs, including company charts that estimate
the impact of billing system changes.
8. For any accounts previously returned to the City for follow up or further
action or which any payment is received by CONSULTANT, report such
payment to ASD within 3 business days of receipt.
9. Pursue payment from international and local patients in the same manner
with the same diligence.
10. Patient Account Log. CONSULTANT shall file and maintain a log (the
"patient account log") for each patient account documenting the complete
history of all notices, phone calls, other correspondence, and actions
taken to collect insurance payment, including but not limited to:
e all invoice and billing records,
dates of all written and oral correspondence,
• details of such correspondence,
• notations of billing contacts and updates,
• patient contacts,
returned mail, phone disconnects, etc.,
all records of re-submittals and corrections.
all information regarding the patient including CITY's incident
number, name, gender, date of birth, date of service, call type,
address
in the case of account write-offs, the reason why the account is
uncollectible.
all required documentation and agreements with payors (including
Medicare, Medicaid, Champus, etc)
CONSULTANT shall provide a copy of the Patient Account Log to City
when referring the account back to the City.
Professional Services
Revised 10/18107
090929
11. Invoices and Billing. Billing cycles will be reset upon billing a different
payer and therefore may be extended beyond the 180 period for
collections described in sections a through c below. CONSULTANT shall
take all reasonable measures to ensure that patients are billed for
services, including establishing contacts with local hospitals to obtain
and/or verify patient insurance and demographic information, as
necessary.
In general, if sufficient billing information is provided by the city, the
account shall be invoiced within 3 days. If insufficient billing information is
provided by the city, the CONSULTANT shall pursue information within 10
days. This includes; skip search, send patient a signature card, request a
facesheet from the receiving facility, etc. Once sufficient information is
obtained by the CONSULTANT the account shall be invoiced within 3
days and follow the timelines as detailed below.
CONSULTANT shall invoice patients according to the following billing
cycle. Receipt of account shall be defined as the date the paper PCR or
ePCRs received by the vendor.
a. Self Pay Cycle -Complete PCR/ePCR:
Correspondence: Action Taken No Later Than:
Initial Invoice no SSN 3 days for ePCR and 5 days for paper
PCR from receipt of account
Initial Invoice with SSN 10 days for ePCR
First Letter Contact 15 days from receipt of account
Secondary Letter Contact 45 days from the previous invoice
Continued Follow Ups 80 days from receipt of account
(I nvoice or Letter) 115 days from receipt of account
Final Demand Notice 145 days from receipt of account
Refer to City for action
or report status 180 days from receipt of account
b. Insurance Accounts:
Correspondence: Action Taken No Later Than:
Initial Invoice 3 days for ePCR and 5 days for paper
PCR from receipt of account
First Follow Up 45 days after first submission to
insurance
Continued Follow Ups 80 days from receipt of account
(Invoice or Letter) 115 days from receipt of account
145 days from receipt of account
Refer/report to City for
Professional Services 38
Revised 10118/07
090929
action or report status 180 days from receipt of account
c . Incomplete PCRJePCR
CONSULTANT shall pursue information within 10 days. Once
information is complete, the timelines shall be the same as in
Section (a) above.
d. Special Accounts/Modified Payment:
CONSULTANT shall negotiate and arrange modified payment
schedules for individuals unable to pay full amount when billed and
shall work with customers to establish special payment cycles to
accommodate these individual payment needs to accommodate
installment payments, liens, bankruptcy, or other special payment
arrangements. Such payment plans shall be established in writing,
with the record of the plan , installment invoices, and all payments
retained in the Patient Account Log. Installments and other special
accounts shall be mailed no later than every thirty (30) days until
paid in full. If, after a modified payment plan is arranged and no
payments are made for a continuous 180 day period,
CONSULTANT shall refer the account to the City for action.
e. Return Mail and Accounts Requiring Additional Information:
In addition to adhering to the billing cycle deadlines listed above,
CONSULTANT shall conduct skip tracing search requests and/or
request additional assistance from:
Skip Tracing Search Request Hospital Assistance:
No Later than 3 days from receipt of return mail/date
f. Communication with patients and customers: All
correspondence or phone calls shall identify the CONSULTANT's
name and clearly state they are working on behalf of the City of
Palo Alto.
g. Delinquency Notice: All initial and subsequent invoices shall state
the date on which the patient's account will become (or did
become) delinquent,
h. Secondary insurance: Secondary insurance provider claims shall
be submitted after the primary insurance provider has paid.
i. Return of delinquent an d uncollectible accounts to City:
Oelinquent accounts shall be referred back to the CITY at the 180
day deadline as listed above in sections 11 (a) -(c) with a copy of
the Patient Account log .
Professional Services 39
Rev ised 10/18/07
090929
(1) Legally uncollectible amounts (such as Medicare and
Medical approved payments lower than City rates) shall
be reported separately and submitted monthly for City
revlevv.
(2) I n returning delinquent accounts back to City,
CONSULTANT shall provide vvith the Patient Account Log
proof and dates of attempts to collect on the account.
(3) CONSULTANT shall hold all accounts transferred back to
City in inactive status and shall perform no collection activity
unless and until directed in writing by City.
j. Payment progress reports: For accounts in which insurance
payment is pending or a modified schedule has been arranged,
CONSULTANT shall provide a report to the City at 180 days from
receipt of account and every thirty days thereafter that shows status
and payment progress.
12. Reports: CONSULTANT shall provide reports to as requested by the City
of Palo Alto. All reports submitted to the City shall be in order of the City's
incident numbers, and shall be submitted no later than 10th day of the
following month.
Required reports include but are not limited to:
a. Monthly reports for the Month and Year-to-Date Activity, to
City's Revenue Collections and Accounting:
>-Billing Report
~ Payment Report
>-Detail Open Items Report including account status by date of
service
~ Legally Uncollectible Report (Medicare and Medical)
>-Delinquent Accounts (referred to City)
> Overpayment Report
> Detailed Report of Collections for Each Service (1FT,
Downg rades, ALS)
> Comprehensive Fiscal Year End Report
;-Payer Mix Report
r Exception Report on Unbilled Invoices
)-Report on payments received on items in collection status
b. Monthly reports to Fire Department EMS Coordinator:
:> Itemized Patient Account Report Monthly (Listed: in order of
City incident number) should include: date of service,
dispatch time, unit number, patient name, age, DOB, status
of account, i.e. invoiced or pending information
Professional Services 40
Rev ised 10/18/07
Incident # date of
service
dispatch
time
unit
number
Pt Name Age I DOB status
090929
)-Detailed Summary Report of Collections for Each Service
Monthly (1FT, Downgrades, ALS)
c. Other reports to be provided as requested by City include but are
not limited to:
~ Miscellaneous Reports as requested
~ Comprehensive Fiscal Year End Report Annually (listing:
sum of accounts, sum of charges, sum of adjustments, sum
of Payments, sum of write-Offs, sum of reimbursement
balances by month)
~ Payer Mix Report as requested
~ Miscellaneous Reports as requested
13. Electronic records: CONSULTANT shall be able to receive and send
data compatible with the CITY's field data system software (ePCR).
CONSULTANT shall interface or have a link that is capable of
downloading or uploading information from the CITY's data collection
system. (ESO Solutions is the current ePCR vendor)
CONSULTANT shall provide a billing interface with the CITY's current
ePCR program and have it operational within 60 days of the award of the
Contract.
CONSULTANT shall also maintain records in an electronic format that is
accessible by designated CITY personnel, who will be given direct long on
access to the vendor's database, and meets all Federal and State
requirements for maintaining patient medical records and privacy.
14. Customer inquiries: CONSULTANT shall provide a designated liaison
to respond to patient/payor concerns, establish a toll free telephone
number for customers to call for inquiries, and respond to customer
questions or concerns as soon as possible but no later than 24 hours of
the initial inquiry (excluding holidays and weekends). CONSULTANT shall
also provide assistance in responding to inquiries concerning third-party
claims.
15. Training: Keep City apprised of changes to industry regulations and
periodically provide training as requested by CITY to CITY's EMS and/or
CITY fire personnel regarding the gathering of the necessary information
and proper completion of run tickets
Professional Services 41
Revised 10/18/07
16. Payments and accounting: CONSULTANT shall maintain appropriate
accounting procedures for reconciling all deposits, receivables, billings,
patient accounts, adjustments and refunds . CONSULTANT shall maintain
daily deposit control sheets and original documentation of · payments.
CONSULTANT shall accept cash, checks and credit card payments as
acceptable forms of payment for invoiced services. All funds received by
CONSULTANT shall be deposited directly into the City's designated bank
account immediately upon receipt.
17. Audits: Cooperate with City as required to complete periodic audits.
18. CONS ULTANT shall transition to full implementation of services once
according to the following schedule: dates and deadlines TBo as provided
by CONSUL TANT and to be incorporated into this scope
19. Monthly meetings: To ensure that CONSULTANT returns uncollected
accounts in a timely manner and provide a check to ensure that
CONSULTANT does not continue to bill accounts that have already been
returned to City, CONSULTANT's Account Manager shall meet at least
once per month with the City of Palo Alto Staff from the Fire Department
and from the Administrative Services Department. To review open
accounts, accounts referred back to City, problems and opportunities
related to ambulance billing, and other related issues. At each meeting,
CONSU L TANT shall report on all accounts over 180 days and the status
of accounts that have not been invoiced, as well as provide any other
updates requested by City. The monthly meetings will be pre-scheduled
and the City of Palo Alto may request additional meetings if deemed
necessary.
II. Performance Requirements/Penalty for Non-Performance
090929
Detailed below are the CONSEQUENCES for NON PERFORMANCE for this
Agreement.
1. Billing correspondence shall be submitted according to the timelines set forth
in Attachment A, Sections 11 (a), (b) and (c). Failure to meet the standard
with a minimum 95% compliance in that month will result in a 2.50/0
reduction to the collection amount for the month in which the standard was
not met. For example, if the CONSULTANT collection amount for that
month is $15,000, the penalty for that month for non compliance would be
$375.
2. CONSULTANT shall meet the 180 day referral back to the City for non-
collection of billing. Failure to meet the standard with a minimum 95%
compliance will result in a 2.5% reduction to that month's collection amount.
Professional Services 42
Revised 10/18/07
3. Submit all reports as required in Attachment A, Section 12 by the 10th of
each month to verify satisfactory performance in monthly rneetings with Fire
and ASD Staff. Failure to meet this standard will result in a 2.5% reduction
to that month's collection amount.
4. CONSULTANT shall initiate follow-up action within 10 days to gather all
necessary data when insufficient information exists on initial submission to
generate an invoice. Failure to meet this standard with a minimum 95%
compliance will result in a 2.5% reduction to that month's collection amount.
III. City's Responsibilities:
090929
1. CITY shall provide CONSULTANT with patient information on a timely
basis and in sufficient detail to support diag nosis and procedure coding.
CITY will also provide patient demographic information necessary for
accurate patient identification including name, address, social security
number, date of birth, and telephone number, whenever possible. Where
possible, CITY will obtain and provide CONSULTANT with patient health
insurance, auto insurance or other insurance information.
2. CITY shall provide CONSULTANT with necessary documents required by
third parties to allow for the electronic filing of claims by CONSULTANT on
City's behalf.
3. CITY shall provide CONSULTANT with its approved billing policies and
procedures including municipal fee schedules and collection protocols.
CITY will be responsible for engaging any third party collection service for
uncollectible accounts after CONSULTANT has exhausted its collection
efforts.
4. CITY will process refunds identified by CONSULTANT in a timely manner
for account overpayments.
5. CITY will cooperate with CONSULTANT in all matters to ensure proper
compliance with laws and regulations.
Professional Services 43
Rev ised J 0/1 8/07
090929
EXHIBIT "B"
SCfIEDULE OF PERFOR-vL ~CE
I. Self Pay Cycle -Complete PCRJe PCR:
Correspondence:
Initial Invoice no SSN
Initial Invoice with SSN
First Letter Contact
Secondary Letter Contact
Continued Follow Ups
(Invoice or Letter)
Final Demand Notice
Refer to City for action
or report status
II. Insurance Accounts:
Correspondence:
Initial Invoice
First Follow Up
Continued Follow Ups
(Invoice or Letter)
Refer/report to City for
II I. Incomplete PCRJePCR
Action Taken No Later Than:
3 days for ePCR and 5 days for paper
PCR from receipt of account
10 days for ePCR
15 days from receipt of account
45 days from the previous invoice
80 days from receipt of account
115 days from receipt of account
145 days from receipt of account
180 days from receipt of account
Action Taken No Later Than:
3 days for ePCR and 5 days for paper
PCR from receipt of account
45 days after first submission to
Insurance
80 days from receipt of account
115 days from receipt of account
145 days from receipt of account
CONSULTANT shall pursue information within 10 days. Once
information is complete, the timelines shall be the same as in
Section (a) above.
IV. Special Accounts/Modified Payment:
CONSU L TANT shall negotiate and arrange modified payment
schedules for individuals unable to pay full amount when billed and
shall work with customers to establish special payment cycles to
accommodate these individual payment needs to accommodate
Professional Services 44
Revised 10/1 8/07
090929
installment payments, liens, bankruptcy, or other special payment
arrangements. Such payment plans shall be established in writing ,
with the record of the plan, installment invoices, and all payments
retained in the Patient Account Log. Installments and other special
accounts shall be mailed no later than every thirty (30) days until
paid in full. If, after a modified payment plan is arranged and no
payments are made for a continuous 180 day period,
CONSULTANT shall refer the account to the City for action.
V. Return Mail and Accounts Requiring Additional Information:
In addition to adhering to the billing cycle deadlines listed above,
CONSULTANT shall conduct skip search requests and/or request
additional assistance from:
Skip Search Request Hospital Assistance:
No Later than 3 days from receipt of return mail/date
VI. Communication with patients and customers: All correspondence or
phone calls shall identify the CONSULTANT's name and clearly
state they are working on behalf of the City of Palo Alto.
VII. Delinquency Notice: All initial and subsequent invoices shall state the date
on which the patient's account will become (or did become)
delinquent,
VIII. Secondary insurance: Secondary insurance provider claims shall be
submitted after the primary insurance provider has paid.
IX. Return of delinquent and uncollectible accounts to City: Delinquent
accounts shall be referred back to the CITY at the 180 day deadline
as listed above in sections 11 (a) -(c) with a copy of the Patient
Account log .
(1) Legally uncollectible amounts (such as Medicare and
Medical approved payments lower than City rates) shall
be reported separately and submitted monthly for City
review.
(2) In returning delinquent accounts back to City,
CONSULTANT shall provide with the Patient Account Log
proof and dates of attempts to collect on the account.
(3) CONSULTANT shall hold all accounts transferred back to
City in inactive status and shall perform no collection activity
unless and until directed in writing by City.
X. Payment progress reports: For accounts in which insurance payment is
pending or a modified schedule has been arranged, CONSULTANT
shall provide a report to the City at 180 days from receipt of
Professional Services 45
Revised 10/18107
account and every thirty days thereafter that shows status and
payment progress.
XI. Reports: CONSULTANT shall provide reports to as requested by the
City of Palo Alto. All reports submitted to the City shall be in order
of the City's incident numbers, and shall be submitted no later than
10th day of the following month.
Required reports include but are not limited to :
a. Monthly reports for the Month and Year-to-Date Activity, to
City's Revenue Collections and Accounting:
> Bi"ing Report
> Payment Report
> Detail Open Items Report including account status by date of
service
> Lega"y Unco"ectible Report (Medicare and Medical) > Delinquent Accounts (referred to City)
>-Overpayment Report
> Detailed Report of Collections for Each Service (1FT,
Downgrades, ALS)
>-Comprehensive Fiscal Year End Report
> Payer Mix Report
Y Exception Report on Unbi"ed Invoices
)-Report on payments received on items in collection status
b. Monthly reports to Fire Department EIV1S Coordinator:
)-Itemized Patient Account Report Monthly (Listed: in order of
City incident number) should include: date of service,
dispatch time, unit number, patient name, age, DOB, status
of account, i.e. invoiced or endin information
Incident # date of dispatch unit Pt Name DOB status
090929
service time number
)-Detailed Summary Report of Collections for Each Service
Monthly (I FT, Downgrades, ALS)
Professional Services 46
Revised 10/18/07
090929
c. Other reports to be provided as requested by City include but are
not Jimited to:
>-Miscellaneous Reports as requested
>-Comprehensive Fiscal Year End Report Annually (listing:
sum of accounts, sum of charges, sum of adjustments, sum
of Payments, sum of write-Offs, sum of reimbursement
balances by month)
>-Payer Mix Report as requested
>-Miscellaneous Reports as requested
XII. Electronic records : CONSULTANT shall be able to receive and send
data compatible with the CITY's field data system software (ePCR).
CONSULTANT shall interface or have a link that is capable of
downloading or uploading information from the CITY's data
collection system. (ESO Solutions is the current ePCR vendor)
CONSULTANT shall provide a billing interface with the CITY's
current ePCR program and have it operational within 60 days of the
award of the Contract.
CONSULTANT shall also maintain records in an electronic format
that is accessible by designated CITY personnel, who will be given
direct long on access to the vendor's database, and meets all
Federal and State requirements for maintaining patient medical
records and privacy.
XII!. Customer inquiries: CONSULTANT shall provide a designated liaison
to respond to patient/payor concerns, establish a toll free telephone
number for customers to call fo.r inquiries, and respond to customer
questions or concerns as soon as possible but no later than 24
hours of the initial inquiry (excluding holidays and weekends).
CONSULTANT shall also provide assistance in responding to
inquiries concerning third-party claims.
XIV. Audits: Cooperate with City as required to complete periodic audits.
XV. CO NSULTANT shall transition to full implementation of services once .
according to the following schedule: dates and deadlines TBD as
provided by CONSUL TANT and to be incorporated into this scope
XVI. Monthly meetings: To ensure that CONSULTANT returns uncollected
accounts in a timely manner and provide a check to ensure that
CONSULTANT does not continue to bill accounts that have already
been returned to City, CONSULTANT's Account Manager shall
Professional Services 47
Revised 10118/07
090929
meet at least once per month with the City of 10 Alto Staff from
the Department and from the Administrative Services
Department. To review open accounts, accounts referred back to
City, problems and opportunities related to ambulance billing, and
other related issues. At each meeting, CONSULTANT shall report
on all accounts over 180 days and the status of accounts that have
not been invoiced, as well as provide any other updates requested
by City. monthly meetings will be pre-scheduled and the City
of Palo Alto may request additional meetings if deemed necessary.
Professional Services 48
Revised 10/18/07
090929
A. CONIPENSATION
EXI-lIBIT He"
COiVIPE~SATIO ..
The CITY agrees to cOlnpensate the CONSULTANT for professional services perforn1ed
in accordance with the tenns and conditions of this Agreen1ent, and as set forth below.
The con1pensation to be paid to CONSULTANT under this Agreement for all services
described in Exhibit "A" ("Basic Services") and reimbursable expenses shall be at a rate
of 4.750/0 of net collections, not to exceed a total of $166,667.00 per year.
CONSULTANT agrees to con1plete all Basic Services, including reilnbursable expenses,
within this arnount. Any work perforn1ed or expenses incuned for which payment would
result in a total exceeding the Inaxin1un1 an10unt of compensation set f011h herein shall be
at no cost to the CITY. Net collections is defIned as Total Cash Collections, less Refunds
paid out by CONSULTANT.
Eo PERFOIlMANCE P~QUIP~~IIENTS/PENALTY FOR NOt~-PERFOruv1ANCE
Detailed below are the CONSEQUENCES for NON PERFORMANCE of the
Tern1s and Conditions included in this Agreen1ent:
1. Billing conespondence shall be subn1itted according to the timelines set forth in
Attachment A, Sections 11(a), (b) and (c). Failure to Ineet the standard with a
minin1uIn 95% compliance in that Inonth will result in a 2.5% reduction to the
collection arnount for the month in which the standard was not n1et. For exalnple, if
the CONSULTANT collection an10unt for that Inonth is $15,000, the penalty for
that month for non con1pliance would be $375.
2. CONSULTANT shall n1eet the 180 day referral back to the City for non-
collection of billing. Failure to n1eet the standard with a n1inimmn 95%
con1pliance will result in a 2.50/0 reduction to that Inonth's collection
arnount.
3 Sublnit all reports as required in Attac1u11ent A, Section 12 by the 10th of each
Inonth to verify satisfactory perfonnance in n10nthly meetings with Fire and ASD
Staff. Failure to n1eet this standard will result in a 2.50/0 reduction to that n10nth's
collection amount.
4 CONSULTANT shall InItIate follow-up action within 10 days to gather all
necessary data when insufficient infonnation exists on initial subn1ission to
generate an invoice. Failure to Ineet this standard with a minimuln 95%
con1pliance will result in a 2.5% reduction to that Inonth's collection an10ll11t.
Professional Services 49
Revised 10118/07
EXHIBITD
INSuRANCE REQClRE~IENTS
CONSUL TANTS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE
CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW.
AFFORDED BY COMPANIES 'WITH AM BEST'S KEY R~ TING OF A-:VU, OR HIGHER, LICENSED OR
AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA.
AWARD IS CONTINGENT ON COMPLIANCE WITH CITY'S INSURANCE
REQUIREMENTS, AS SPECIFIED, BELOW:
MINIMUM LIMITS
REQUIRED TYPE OF COVERAGE REQUIREMENT EACH
OCCURRENCE AGGREGATE
YES WORKER'S COMPENSATION STATUTORY
YES EMPLOYER'S LIABILITY STATUTORY
BODIL Y INJURY $1,000,000 $I,OOO,OO(
YES GENERAL LIABILITY, INCLUDING
PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE $1,000,000 $I,OOO,OO(
PROPERTY DAMAGE BLANKET
CONTRACTUAL, AND FIRE LEGAL BODIL Y INJURY & PROPERTY DAMAGE $1,000,000 $1,000,00(
LIABILITY COMBINED.
BODIL Y INJURY $1,000,000 $I,OOO,OO(
EACH PERSON $1,000,000 $1,000,00(
AUTOMOBILE LIABILITY, EACH OCCURRENCE $1,000,000 $1,000,00(
YES INCLUDING ALL OWNED, HIRED,
NON-OWNED PROPERTY DAMAGE $1,000,000 $I,OOO,OO(
BODIL Y INJURY AND PROPERTY DAMAGE, $1,000,000 $1,000,00(
COMBINED
YES PROFESSIONAL LIABILITY,
INCLUDING, ERRORS AND
OMISSIONS, MALPRACTICE (WHEN
APPLICABLE), AND NEGLIGENT
PERFORMANCE ALL DAMAGES $1 ,000,000
YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONSULTANT, AT ITS SOLE COST
AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE
TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING
NOT ONLY CONSULTANT AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF
WORKERS' COMPENSATION, EMPLOYER'S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS
ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES.
I. INSURANCE COVERAGE MUST INCLUDE:
A. A PROVISION FOR A WRITIEN THIRTY DAY ADVANCE NOTICE TO CITY OF CHANGE IN
COVERAGE OR OF COVERAGE CANCELLATION; AND
B. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR
CONSULTANT'S AGREEMENT TO INDEMNIFY CITY.
C. DEDUCTIBLE AMOUNTS IN EXCESS OF $5,000 REQUIRE CITY'S PRIOR APPROVAL.
II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED
090929
Prol~ssional Services 50
Revised 10118/07
COVERAGE.
III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO "ADDITIONAL
INSUREDS"
090929
A. PRIMARY COVERAGE
WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED,
INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR
CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF
THE ADDITIONAL INSUREDS.
B. CROSS LIABILITY
C.
THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS
UNDER TH POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS
OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF
MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY
UNDER THIS POLICY.
1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON
OTHER THAN THE NON-PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL
PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE
EFFECTIVE DATE OF CANCELLATION.
2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-
PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST
A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF
CANCELLATION.
NOTICES SHALL BE MAILED TO:
PURCHASING AND
CONTRACT ADMINISTRATION
CITY OF PALO ALTO
P.O. BOX 10250
PALO ALTO, CA 94303.
Professional Services 51
Revised 10118/07
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Title: CITY OF PALO ALTO CONTRACT NO
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tleslie
9115/2009 2:59:00 Pivl
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9/29/2009 11 :51 :00 AM
tleslie
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9/29/2009 11 :51 :00 AM
As of Last COlnplete Printing
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Mr. Johnnie Giles
COlTICast
Vice President
GovenUTIent Affairs
12647 Alcosta Blvd.
San RmTIon, CA 94583
Dear Mr. Giles:
Letter to COlTICast
Over the past three lTIonths, representatives of the cable television Joint Powers Agency (the
"JP A") that serves the cities of Palo Alto, Palo Alto and Menlo Park, the town of Athelion,
and pOliions of Santa Clara and San Mateo counties (the "MelTIbers") have met with COlTICast
representatives to discuss the future of the I-Net, currently provided by COlTICast pursuant to our
local cable television franchise, after July 2010, when Con1cast's current franchise I-Net
obligations will expire under the Digital Infrastructure and Video Con1petition Act C'DIVCA").
Unfortunately, those discussions have resulted in little or no forward progress in developing
reasonable options for the Men1bers that are consistent with DIVCA and that would provide the
Men1bers with the ability to continue to use the I-Net at the expiration of franchise
agreen1ent in July 2010.
The JPA and the MelTIbers are disappointed and frustrated by Comcasf s unwillingness to
respond lTIeaningfully to the JPA's post-July 2010 I-Net concerns. The JPA's concerns fall into
two categories. First, Con1cast has failed to and agree to fulfill its clear obligations
under DIVCA to continue to provide I-Net capability to all PEG progrmTIlTIing origination points,
free of Second, Con1casfs proposed recurring charges for I-Net sites that are not PEG
origination points far exceed the available budgets of the Melnbers and are grossly excessive in
light of COlTICast's reCOUplTIent of its investn1ent costs for those sites during the tenn of its
franchise.
1. DIVCA Requires Con1cast to Provide Translnission from all PEG
By law (DIVCA), Con1cast is obligated to provide, at no charge to the JPA or the Members, all
necessary facilities to PEG "channel originator" for transmission of PEG programlTIing frOlTI
PEG programming inseliion points to subscribers. CaL Pub. Code § 5870(h). also CaL
Pub. UtiI. Code § 5870(a) (holder n1ust provide '~sufficient" "capacity on its network" for
prOVISIon channels.): § 5870(±) Ctransnlission [PEG] contenC is Comcasf s
responsibility; PEG content is responsibility); & § 5 ) is to "provid[ e r~
progran1nling while COlTICast is to provide PEG transITIission).
follo'wing sites have used for origination pro granllTIlng:
Media Center, Palo Alto
Charnbers City Council, 1IIenlo Park
COn11TIUnity Center/Bell Haven Senior Center lv1enlo Park
City Hall, Palo Alto
City Hall, Palo Alto
District Office, Palo Alto Unified School District C'PAUSD"), Palo Alto
The JP A anticipates that the following
origination PEG progranln1ing:
sites in Palo Alto will in1111inently be used for
San Francisco 4gers Acaden1Y, Ravenswood City ElelTIentary School District CRCSD")
District Office, RCSD
The JPA anticipates that the following I-Net sites 'will be used for origination of PEG
prograrTIluing in the future:
Encinal Schoot lv1enlo Park Elenlentary School District ("MPSD"), Menlo Park
District Office, MPSD, Park
Hillview School, MPSD, Menlo Park
Oak Knoll School, MPSD, Menlo Park
Palo Alto School, PAUSD, Palo Alto
Gunn High School, PAUSD, Palo Alto
Jordan .tYliddle School, PAUSD, Palo Alto
Jane Lathrop Stanford Middle School, PAUSD, Palo Alto
Cesar Chavez Academy, RCSD, Palo Alto
as appropriate.]
Despite its clear DIVCA obligation, Conlcast has failed to respond to the JPA's that
Con1cast acknowledge and accept its obligations to continue to provide services frOlTI these
PEG origination sites free of charge after July O.
The JPA and the Men1bers expect Conlcast to fulfill its DIVCA obligation with respect to these
I-Net origination sites and again request COlucast's confinuation of that obligation. Absent
such confinuation, the JP A will have no choice but to consider pursuing its available rights and
renledies D IV CA.
2.
In addition to PEG prograrunling origination and delivery, the I-Net provides other vital services
to the Menlbers whose facilities are connected to it and, in particular, enabled JPA-area
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schools to ilnprove educational oppo11unities and operate more efficiently. The in1pact the
capability will be particularly harmful to the JPA-area schools, including the RCSD,
which serves the lov,.rer-income residents Palo Alto.
The City of East Palo Alto is very near sea leveL a consequence, copper wire-based services
in the cOInlnunity that are located underground are very ulu'eliable. Before the I-Net fiber
cOImections were n1ade available, the T1 lines to schools would go down often. The Internet
and e-n1ail services at school sites would cease at tilnes for up to a vveek. When this
happened, school principals vvould have to scrmYlble and use cell phones to receive calls iJ:OIn
frantic parents who could not con1lnunicate with their child's schooL
Access to the JPA's fiber-based for the past several years has changed all of that.
In 2008, thanks to funding and a grant il'on1 Cisco Systen1s, Inc., the RCSD
ilnplen1ented a Voice-Over-Internet-Protocol ("VOIP") telephone and e911 systeln for all
schools in the district, including chmiel' schools. Every classroon1 teacher now a phone and
reliable voicen1ail to enhance hOIne/school con1lnunication, a proven strategy for in1proving
educational outcomes. Without the bandwidth between school sites provided by the
however, this VOIP systen1 will not work properly. That would have a significant adverse
ilnpact on the operating efficiency, and overall safety at RCSD schools.
In May 2009, the RCSD received a large equipn1ent grant froin the Hewlett-Packard Con1pany
("HP") to update the RCSD' s server infl'astructure and better serve the needs students and
teachers. This upgrade allows the RCSD to provide secure centralized info1111ation storage and
backups for teachers and students, and to give teachers and students server-based and online
access to electronic textbook resources. The HP grant also funded laptops for the RCSD's
n1iddle school teachers to use to prepare lessons, conduct student assesslnents, and retrieve
instructional n1aterials, including videos to enhance student lessons. Thanks to grant,
laptop carts are available for the first tin1e this fall, to provide access to online curriculun1
resources and teclu1010gy in the classroOIn for 1,200 RCSD lniddle school students.
Without access to the I-Net bandwidth, however, the RCSD students not be able to access
the Internet quickly or reliably, or store their work documents with unfettered access. Likewise,
reliable teacher access to online lnaterials cannot happen without the I-Net bandwidth and the
fast Internet connection that it provides.
The overall budget picture for schools is bleak. The econon1ic situation the lP A service area
is no exception. Our schools have recently endured significant staff and progrmn cuts because of
the state fiscal crisis and weak econOIny. The financial picture for cOIning year is also very grim.
More staffing and progran1lnatic cuts are anticipated, and probably at least one school will close.
In this very difficult fiscal environment, our schools are still striving to in1prove the acaden1ic
performance of our students. RCSD is identified as a 10w-perforn1ing school district due to
scores on state standardized tests. Although test scores have in1proved each year the rate of
ilnprovement is not fast enough to Child Left Behind regulations.
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The adverse educational impact on our students of not having access to the bandwidth
vvill be substantial. the last several years, we have strived to use technology to
k,,",~.~~~~.~~)-, of our students and give teachers better access to tools that will students and
accelerate student achievelnent. The backbone of that plan is the fast bandvvidth that the
provides, and not having it will stop our progress in its tracks.
The JPA leadership has Inet with COlncast to discuss the continuation of the I-Net that has been
provided through the local franchise agreement. these nleetings, Conlcast presented the
proposed new I-Net charges that it plans to ilnpose on JPA jurisdictions if they wish to be able to
continue to use I-Net after July 2010, DIVCA ends Conlcasfs current I-Net franchise
obligation. The proposed I-Net pricing options that COlncast quoted exceeds the financial
nleans of the lvlelnbers served by the JPA's To date, Conlcast has been unable or
unwilling to explore or discuss other options beyond the assessnlent proposed new I-Net
charges.
Because the costs of Conlcast's I-Net are largely sunk and have already been largely, if not
conlpletely, recouped by COlncast through its cable service rates charged to JP A residents for
nearly ten years, COlncast's exorbitant proposed I-Net rate denlands seenl wholly unjustified. In
essence, Conlcast is seeking to recover its I-Net costs twice, once froIn its cable subscribers and
now, agaIn, frOln the JPA Inembers and school districts through proposed I-Net
charges.
We would like to Ineet with you to discuss our concerns about this situation and to seek your
assistance and input as to what nlight be done to solve the enornlOUS problelns caused by the loss
of the I-Net.
Sincerely,
Melissa Cavallo
Joint Powers Authority
Cable Coordinator
cc: Lee Ann Peling
Nathan Woodard
JP A Melnbers
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