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HomeMy WebLinkAbout3407 Contract Number: 3407 Vendor: SYSTEMS DESIGN WEST LLC Subject: Billing - Advanced Life Support Department: Fire File Class: LEG 12 -1 Begin Date: 07/15/1992 End Date: 12/31/2010 Review Date: 11/01/2010 Vault Date: Comments: 1 year extensions thru 2013 unless 30 day notice any term Amendment - 1/06 - 8/09 BREMERTON FIRE DEPARTMENT Allison Duke /II, Fire Chie' AI.duke@ci.bremerton.wa.us AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT Ambulance Billing <" This Professional Service Agreement Amendment is agreed to pursuant to Section VII (H) of the Professional Services Agreement between the City of Bremerton and Systems Design NW, Inc. The following amendment is made to the PSA: The parties are hereby amended to be City of Bremerton ("City") and System Design West, LLC ("Contractor"). CITY OF BREMERTON SYSTEM DESIGN WEST, LLC ~J;;:;e~=>,--pdkl By: its: Mayor 1 T~ Date: g .3 () 9 / I lee. Date: Approved as to form: ~:i;~.y ~-= m....~.. .~ @O'U\7 @)[; ~ BREMERTON FIRE DEPARTMENT Allison Duke III, Fire Chief AI.duke@ci.bremerton.wa.us Te/360-478-5381 Fax 360-478-5397 911 Park Avenue Breme'1on, WA 98337 PROFESSIONAL SERVICE AGREEMENT ADMENDMENT Ambulance Billing T:-ds Profes.:.ional Service Agreement Amendment-is agreed tv pUisuant to Section VII (H) of the Professional Services Agreement between the City of Bremerton and Systems Design NW, Inc. The following amendments are made to the PSA: III. Compensation: Contractor shall submit a bill to the City on a monthly basis for services provided. The amount of the bill shall be calculated at $21.00 for each Medical Incident Report (MIR) entered during the current billing period, plus actual postage expenses; provided however, that either party reserves the right to renegotiate the rate upon extension of this agreement as specified in Section II. Payment by the City to the Contractor shall be made promptly upon receipt of such billing. Balances owning in excess of thirty (30) days shall accrue interest at the rate of one percent (1 %) per month. ;:::XHI8IT (~ Scope of Work Add under City agrees to: c. Secure from the patient or other authorized individual the authorization to bill Medicare, Medicaid and any other governmental agencies or insurance companies. Signatures must be maintained in City's offices and made available to Systems Design NW, Inc. for billing purposes if such authorization has not been received. SYSTEM DESIGN NW, Inc. ~ By: Cary Bozeman, Mayor Date: Date: / .../1 -2t;of:, +-~-----------------------------------------------------------------~------+ tEnter Search Criteria, Press Esc Key to Transmit =l= Press Del Key to Terminate.Delete Mode =l= o . CHANGE Contract Transactions =l= t Contract Number 3407 t =l=Vendor Name SYSTEMS DESIGN t =l=Subject BILLING - ADVANCED LIFE SUPPORT =l=Department FIRE =l=Status Code PRO =l==l= =l= Amount =l= Begin Date 07/15/1992 =l= =l= Insurance End Date 12/31/2006 =l= =l= Type Amount Review Date 11/01/2006 =l= =l= GL $2000000.00 =l= =l= =l= =l= =l= =l= Insurance Total $2000000.00 =l= =l= Insurance Review Date 04/01/2006 =l= t Comments 1 YR EXTENSIONS THRU 2013 UNLESS 30 DAY NOTICE ANY TERM t t t +--------------------------------------------------------------------------+ PROFESSIONAL SERVICES AGREEMENT Ambulance Billing The City of Bremerton ("City") and Systems Design (" Contractor") , referred to collectively as the "Parties," enter into the following Agreement for professional services: I. Scope: The Contractor agrees to perform the services more specifically described in the Scope of Work, including any attachments thereto, attached hereto as Exhibit A, which is incorporated by reference herein. The Scope of Work may be modified only pursuant to Section VII.H. of this Agreement. If the Scope of Work provides for unspecified additional services such services shall only be performed upon the express written request of the City. Contractor further represents that the services furnished under this Agreement will be performed in accordance with generally accepted professional practices in effect at the time such services are performed. II. Term: The City and the Contractor agree that the term of this Agreement shall commence upon the execution of this agreement and will terminate one year later. Provided however, that this Agreement shall automatically be extended for up to ten (10) additional one (1) year terms unless written notice to the contrary is provided by either party thirty (30) days prior to the expiration of any term. The total term of this contract shall not exceed ten (10) years. III. Compensation: Contractor shall submit a bill to the City on a monthly basis for services provided. The amount of the bill shall be calculated at $20.50 for each Medical Incident Report (MIR) entered during the current billing period, plus actual postage expenses; provided however, that either party reserves the right to renegotiate the rate upon extension of this agreement as specified in Section II. Payment by the City to Contractor shall be made promptly upon receipt of such billing. Balances owing in excess of thirty (30) days shall accrue interest at the rate of one percent (1%) per month. Contractor shall not perform work beyond the Scope of Work, nor shall be compensated for such work, unless the Scope of Work or amount of compensation is modified pursuant to this Agreement. Contractor shall only be compensated for additional services if requested pursuant to Section I. If a billing statement does not conform to this Agreement, the City may withhold payment until the statement is brought into compliance. Such withholding does not relieve Contractor of its obligations under this Agreement. BremertonlSystems Design Ambulance Billing Palre 1 ofR IV. Relationship of Parties: Contractor represents that it is skilled in the matters addressed in the Scope of Work and is performing independent functions and responsibilities within its field of expertise. Contractor and its personnel are independent Contractors and not employees of the City. Contractor and its personnel have no authority to bind the City or to control the City's employees and other Contractors. None of the benefits provided by the City to its employees, including, but not limited to, compensation, insurance, and unemployment insurance are available from the City to the employees, agents, representatives, or sub-Contractors of the Contractor. Contractor will be solely and entirely responsible for its acts and for the acts of Contractor's agents, employees, representatives and sub-Contractors during the performance of this Agreement. The City may, during the term of this Agreement, engage other independent Contractors to perform the same or similar work. As an independent Contractor, Contractor is responsible for its own management. The City's administration and enforcement of this Agreement shall not be deemed an exercise of managerial control over Contractor or its personnel. As an independent Contractor, Contractor is responsible for payment of all taxes and licensing fees necessary to perform its obligations under this Agreement. These taxes and fees include but are not limited to State industrial insurance, Business & Occupation, State professional licensing, and City business licensing. If any taxes or fees due the City have been declared delinquent, the City may withhold the delinquent amount, plus any additional charges arising from the delinquency, from any payments due Contractor. V. Indemnification: Contractor shall defend, indemnify and hold the City, its officers, officials, employees, agents and volunteers harmless from any and all claims, injuries, damages, losses or suits, including all legal costs and attorney fees, arising out of or in connection with the performance of this Agreement, except for that portion of the injuries and damages caused by the City's sole negligence. The City's review or acceptance of any of the work when completed shall not be grounds to avoid any of these covenants of indemnification. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Contractor and the City, its officers, officials, employees, agents and volunteers, the Contractor's liability hereunder shall be only to the extent of the Contractor's negligence. Bremerton/Systems Design Ambulance Billing Paee 2 of 8 IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE CONTRACTOR'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR THE PURPOSES OF THIS INDEMNIFICATION. THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER. The provisions of this section shall survive the expiration or termination of this Agreement. VI. Insurance: The Contractor shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Contractor, its agents, representatives, employees, sub-Contractors or sub- Contractors. Before beginning work on the project described in this Agreement, the Contractor shall provide a Certificate of Insurance evidencing: 1. Automobile Liability insurance with limits no less than $1,000,000 combined single limit per accident for bodily injury and property damage; and 2. Commercial General Liability insurance written on an occurrence basis with limits no less than $1,000,000 combined single limit per occurrence and general aggregate for personal injury, bodily injury and property damage. Coverage shall include but not be limited to: blanket contractual; products/completed operations/broad form property damage; explosion, collapse and underground (XCU) if applicable; and employer's liability; and 3. Excess Liability insurance with limits not less than 1,000,000 limit per occurrence and aggregate. 4. Professional Liability insurance with limits no less than $1,000,000 limit per occurrence/claim Any payment of deductible or self insured retention shall be the sole responsibility of the Contractor. All required policies shall be provided on an "occurrence" basis except professional liability insurance (if required), which may be provided on a "claims-made" basis. The City shall be named as an additional insured on the Commercial General Liability insurance policy, as respects work performed by or on behalf of the Contractor and a copy of an endorsement that is acceptable to the City, which names the City as an additional insured shall be attached to the Certificate of Insurance. The City reserves the right to receive a certified copy of all the required insurance policies and Bremerton/Systems Design Ambulance Billing Paee 3 of 8 endorsements. The City further reserves the dght to reject any unacceptable policies and/or endorsements. The Contractor's Commercial General Liability insurance shall contain a clause stating that coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respects to the limits of the insurer's liability. The Contractor's insurance shall be pdmary insurance as respects the City and the City shall be given thirty (30) days prior written notice by certified mail, return receipt requested, of any cancellation, suspension or material change in coverage. The City also reserves its unqualified right to require at any time and for any reason, proof of coverage in the form of a duplicate of the insurance policy with all endorsements as evidence of coverage. VII. General Conditions: A. Reports and Information: When requested by the City, Contractor shall furnish periodic reports and documents on matters covered by this Agreement. The reports and documents shall be furnished in the time and form requested. Contractor shall maintain accounting records in accordance with Generally Accepted Accounting Principles (GAAP) to substantiate all billed amounts. B. Ownership and Use of Records and Documents: Original documents, drawings, designs and reports, including those in electronic format, developed under this Agreement are the property of the City. All written information submitted by the City to the Contractor in connection with the services performed by the Contractor under this Agreement will be safeguarded by the Contractor to at least the same extent as the Contractor safeguards like information relating to its own business. If such information is publicly available or is already in Contractor's possession or known to it, or is rightfully obtained by the Contractor from third parties, Contractor shall bear no responsibility for its disclosure, inadvertent or otherwise. All data, documents and file. e.e.~ created by Contractor under this Agreement may be stored at Contractor's office in ~/~ (/~b ~ g', Washington. Contractor shall make such data, documents, and files available to the City upon its request at all reasonable times for the purpose of editing, modifying and updating as necessary until such time as the City is capable of storing such information in the City's offices. Duplicate copies of this information shall be provided to the City upon its request, and at reasonable cost. All documents, including all reports, drawings, specifications, computer software or other items prepared or furnished by Contractor pursuant to this Agreement, are instruments of service with respect to the project and are the property of the City. Any reuse by the City for other than the specific purpose intended will be at City's sole risk. Bremerton/Systems Design Ambulance Billing Pa~e 4 of 8 City Address Contractor Address City Clerk Systems Design 239 Fourth Street PO Box 3510 Bremerton, WA 98337 Silverdale, WA 98383 J. Waiver: Failure to enforce any provision of this Agreement shall not be deemed a waiver of that provision. Waiver of any right or power arising out of this Agreement shall not be deemed waiver of any other right or power. K. Non-Waiver of Breach: The failure of the City to insist upon stdct performance of any of the covenants and agreements contained herein, or to exercise any option herein conferred in one or more instances shall not be construed to be a waiver or relinquishment of said covenants, agreements or options, and the same shall be and remain in full force and effect. L. Compliance with Laws: Contractor shall comply with all applicable Federal, State, and local laws in performing its obligations under this Agreement. M. Choice of Law and Venue: This Agreement shall be interpreted according to the laws of the State of Washington. Any judicial action to resolve disputes arising out of this Agreement shall be brought in Kitsap County Superior Court. N Attorneys' Fees: In the event of litigation to enforce any of the terms or provisions herein, each party shall pay all its own costs and attorney's fees. O. Assignment: Any assignment of this agreement by the Contractor without the wdtten consent of the City shall be void. VIII. Nondiscrimination: Contractor shall not discriminate in employment or services to the public on the basis of race, color, national odgin, sex, religion, age, marital status, or disability, except for employment actions based on bona fide occupational qualification. IX. Termination: This Agreement may be terminated, at will, by either Party upon six (6) months written notice to the other Party. This Agreement may be immediately terminated for cause by a Party if the other Party substantially fails to perform through no fault of the terminating Party, and the non-performing Party does not commence correction of the failure of performance within five (5) days of the terminating Party's sending notice to the non-performing Party. Notice by Contractor shall include a report showing the status of all items listed in the Scope of Work current through the termination date. Bremerton/Systems Design Ambulance Billing Pa~e 6 of 8 C. Contractor to Maintain Records to Support Independent Contractor Status: On the effective date of this Agreement (or shortly thereafter), Contractor shall: 1. File a schedule of expenses with the Internal Revenue Service for the type of business Contractor conducts if necessary; 2. Establish an account with the Washington State Department of Revenue and other necessary state agencies for the payment of all state taxes normally paid by employers, register to receive a unified business identifier number from the State of Washington; and 3. Maintain a separate set of books and records that reflect all items of income and expenses of Contractor's business, all as described in the Revised Code of Washington (RCW) Section 51.08.195, as required to show that the services performed by Contractor under this Agreement shall not give dse to an employer-employee relationship between the parties which is subject to RCW Title 51, Industrial Insurance. D. Work Performed at Contractor's Risk: Contractor shall take all precautions necessary and shall be responsible for the safety of its employees, agents, and sub- Contractors in the performance of the work hereunder and shall utilize all protection necessary for that purpose. All work shall be done at Contractor's own dsk, and Contractor shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. E. Place of Work: The Contractor shall perform the work authorized under this Agreement at its offices in ~/~v~'Yz~ ~ z.~' , Washington. Meetings with the City staff as described in Exhibit A, Scope of Work, shall take place at the City's offices, or at locations mutually agreed upon by the parties. F. Entire Agreement: This Agreement and its Exhibits constitutes the entire agreement between the Parties, and the Parties acknowledge that there are no other agreements, written or oral, that have not been set forth in the text of this Agreement. G. Severability: Should any part of this Agreement be found void, the balance of the Agreement shall remain in full force and effect. H. Modification: This Agreement may only be modified by written instrument signed by both Parties. I. Wdtten Notices: All communications regarding this Agreement shall be sent to the parties at the addresses listed below by registered or 1st class mail, or by personal service, and shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement or such other address as may be hereafter specified in wdting. Bremerton/Systems Design Ambulance Billing Pa~e 5 of 8 Rights Upon Termination: In the event of termination, the City shall pay for all services performed by the Contractor to the effective date of termination, as described on a final invoice submitted to the City. City will be entitled to reports showing the status of all matters upon which Contractor is advising the City as of the effective date of termination. After termination, the City may take possession of all records and data within the Contractor's possession pertaining to the City without restriction X. Confidentiality: Contractor shall not release any information provided to it under this Agreement to any source, provided however, that it may release information, including patient name, address, guarantor, insurance company name, policy number and other information necessary to justify payment for services required by insurance companies and governmental agencies to facilitate payment for claims submitted. C~ ~4~SYSTEMS DESIGN By: Cary Bozeman ~ fy: ~[-~, ~ its: Mayor its: ~t~lw~J~-~. - Date: .~'--/£ - D~ Date: ..% - 2.- 2.o~ Bremerton City Attorney ~'~'Cl~'~k/ -' R:U..EGAL~Contracts~FIRE~,mbulance Baling PSA.doc Bremerton/Systems Design Ambulance Billing Pa~e 7 of g EXHIBIT A SCOPE OF WORK Contractor agrees to provide billing services to the City of Bremerton for its ambulance transportation provided through the Bremerton Fire Department. 1. City agrees to: a. Complete Medical Incident Reports (MIR), including patient name, address and all pertinent billing information (i.e., guarantor, name of insurance company, policy number). MIRs shall then be forwarded to Contractor. b. Forward payment transmittal forms to Contractor for any payments made directly to the City. 2. Contractor agrees to: a. Entry of account/patient records. b. Entry of all charges, payments and adjustments. c. Produce and mail HCFA 1500 forms for all insurance charges entered or, in the alternative, transmit charge data directly to insurance carriers and other agencies. d. Pdnt and mail private statements monthly. e. Collect payments from individuals, insurance companies and other agencies for deposit into an account designated by the City. f. Provide monthly reports of (i) aged accounts receivable; (ii) production statistics; and (iii) others as may be determined to be necessary. g. Collect overdue accounts, upon approval by the City. h. Reports and Information - Contractor, at such times and in such forms as the City may require, shall furnish the City such reasonable pedodic reports and documents as it may request pertaining to the work or services undertaken pursuant to this Agreement, the costs and obligations incurred or to be incurred in connection therewith, and any other matters covered by this Agreement. 3. Upon the termination of this Agreement, Contractor shall provide following private billings, payment posting, and insurance rebilling as necessary for two (2) additional months. Immediately following these additional months of service, Contractor shall return all Medical Incident Reports and other documentation provided to it by the City under this Agreement. Contractor shall also provide City with documentation of the current status of all outstanding accounts. Bremerton/Systems Design Ambulance Billing Paee 8 of 8 +Browse: Next Previous First Last Update Delete Restart X - Exit + +Retrieve the Next record + +Found: 11 Record(s) MAINTAIN Contract Transactions + + Contract Number 3407 + + + +Vendor Name SYSTEMS DESIGN + +Subject BILLING - ADVANCED LIFE SUPPORT + +Department FIRE + +Status Code PRO + + Amount + + Begin Date 07/15/1992 + + Insurance End Date 12/31/2003 + + Type Amount Review Date 11/01/2003 + + E&O $1000000.00 + + GL $2000000.00 + + + + Insurance Total $3000000.00 + + Insurance Review Date 04/01/2003 + + + + Comments + + + + + PROFESSIONAL SERVICES AGREEMENT Ambulance Billing THIS AGREEMENT is between the City of Bremerton, a municipal corporation (hereinafter referred to as "City") and Systems Design, (hereinafter referred to as "Contractor"). WITNESSETH: 1. SCOPE: Contractor agrees to provide billing services to City for its ambulance transportation provided through the Bremerton Fire Department. 1.1 City Agrees to: a.) Complete Medical Incident Reports (MIR), including patient name, address and all pertinent billing information (i.e., guarantor, name of insurance company, policy number). MIPs shall then be forwarded to Contractor. b.) Forward payment transmittal forms to Contractor for any payments made directly to the City. 1.2 Contractor Agrees to: a.) Entry of account/patient records. b.) Entry of all charges, payments and adjustments. c.) Produce and mail HCFA 1500 forms for all insurance charges entered or, in the alternative, transmit charge data directly to insurance carriers and other agencies. d.) Print and mail private statements monthly. e.) Collect payments from individuals, insurance companies and other agencies for deposit into an account designated by the City. f.) Provide monthly reports of (i.) aged accounts receivable; (ii.) production statistics; and (iii.) others as may be determined to be necessary. g.) Collect overdue accounts, upon approval by the City. PROFESSIONAL SERVICES AGREEMENT-1 h.) Reports and Information - Contractor, at such times and in such forms as the City may require, shall furnish the City such reasonable periodic reports and documents as it may request pertaining to the work or services undertaken pursuant to this Agreement, the costs and obligations incurred or to be incurred in connection therewith, and any other matters covered by this Agreement. Contractor will maintain accounting records in accordance with generally accepted accounting principals to substantiate all invoiced amounts. 1.3 Upon the termination of this Agreement, contractor shall provide following private billings, payment posting, and insurance rebilling as necessary for two (2) additional months. Immediately following these additional months of service, Contractor shall remm all Medical Incident Reports and other documentation provided to it by the City under this Agreement. Contractor shall also provide City with documentation of the current status of all outstanding accounts. 2. TERM: Conlxact shall commence on March 1, 1999, and will terminate December 31,2001. Provided, however, that this contract may be extended for one (1) year periods upon the mutual consent of the parties hereto; Provided further, that the total term of this contract shall not exceed ten (10) years. 3. COMPENSATION: Contractor shall submit a bill to the City of Bremerton on a monthly basis for services provided. The amount of the bill shall be calculated as $20.50 for each Medical Incident Report (MIR) entered during the current billing period, plus actual postage expenses; Provided, however, that either party reserves the right to renegotiate the rate upon extension of this agreement as specified in Item #2. Payment by the City to Contractor shall be made promptly upon receipt of such billing. Balances owing in excess of thirty (30) days shall accrue interest at the rate of one percent (1%) per month. 4. RELATIONSHIP OF PARTIES: The parties understand and agree that Contractor is a firm skilled in matters pertaining to billing services and will perform independent functions and responsibilities in the area of its particular field of expertise. Contractor and its personnel shall act as independent contractors and not employees of the City. As such, they have no authority to bind the City nor control employees of the City, contractors, or other entities. Within the performance of these duties, Contractor shall work under the direction of the City Treasurer. 5. GENERAL CONDITIONS: a. Entire Agreement - This Agreement constitutes the entire agreement between the parties and both parties acknowledge that there are no other agreements, written or oral, that has not been fully set forth in the text of this Agreement. b. Amendments - The parties hereby further agree that this Agreement cannot be amended or modified without the written concurrence of both parties. PROFESSIONAL SERVICES AGREEMENT -2 c. Notices - Any notices required to be given by the City to Contractor or by Contractor to the City shall be in writing and delivered to the parties at the following addresses: City Clerk Systems Design 239 Fourth Street P.O. Box 3510 Bremerton, WA 98337 Silverdale, WA 98383 d. Waiver - Failure to insist upon strict compliance with any terms, covenants or conditions of this Agreement shall not be deemed a waiver of such, nor shall any waiver or relinquishment of such right or power at any time be taken to be a waiver any other breach. e. Compliance with State, Local and Federal Laws - Contractor agrees to comply with all applicable local, state and federal laws in performance of all services under this Agreement. f. Applicable law; Venue - This Agreement shall be construed and interpreted in accordance with the laws of the State of Washington and, in the event of dispute, the venue of any action brought hereunder shall be in Kitsap County Superior Court. g. Attorney Fees -- The substantially prevailing party in any litigation arising hereunder shall be entitled to its reasonable attorney's fees and court costs, including appeals, if any. 6. CONFIDENTIALITY: Contractor shall not release any information provided to it under this Agreement to any source, Provided, however, that it may release information, including patient name, address, guarantor, insurance company name, policy number and other information necessary to justify payment for services required by insurance companies and governmental agencies to facilitate payment for claims submitted. 8. NONDISCRIMINATION: Contractor shall not discriminate in employment or services to the public on the basis of sex, race, color, creed, national origin, age, marital status, physical, mental or sensory handicap except an employment action based on a bona fide occupational qualification. 9. TERMINATION: This Agreement can be terminated by either party, without cause, upon six (6) months written notice. This Agreement may be terminated by either party for cause if either party fails substantially to perform through no fault of the other and does not commence correction within five (5) days of written notice and diligently completes the correction thereafter. Upon such termination, City will be entitled to reports showing the status of all matters upon which contractor is advising the City as of the effective date of termination. PROFESSIONAL SERVICES AGREEMENT -3 APPROVED this/a~i~f~_day of ~ 1999 LYNN HORTON, Mayor ATTEST TO FORM/LEGALITY DEPARTMENTAL APPROVAL: NCA, Ci~ Attorney ALLISON DU~, IlL ~ief Ci~ of Bremerton Bremerton Fire Department PROFESSIONAL SERVICES AGREEMENT -4 PROFESSiONaL ~ERV~CES ~REEHENT · ~vanee~ Life Support Billing THIS &GREEMENT is between the City of Bremerton, a municipal corporation (hereinafter referred to as "City") and Systems Design, (hereinafter referred to as "Contractor"). ~ WITNES SETH: 1. SCOPEz Contractor agrees to provide billing services to City for its Advanced Life Support ambulance transportation provided through the Bremerton Fire Department. 1.1 City Agrees to: a) complete Medical Incident Reports (MIR), including patient name, address and all pertinent billing information (i.e. guarantor, name of insurance company, policy number). MIRs shall then be forwarded to Contractor. b) Forward payment transmittal forms to Contractor for any payments made directly to the City. 1.2 Contractor Agrees to: a) Entry of account/patient records. b) Entry of all charges, payments and adjustments. c) Produce and mail HCFA 1500 forms for all insurance charges entered or, in the alternative, transmit charge data directly to insurance carriers and other agencies. d) Print and mail private statements monthly. e) Collect payments from individuals, insurance companies and other agencies for deposit into an account designated by City. f) Provide monthly reports of (i) aged accounts receivable; (ii) production statistics; and (iii) others as may be determined to be necessary. g) Collect overdue accounts, upon approval by the City. PROFESSIONAL SERVICES AGREEMENT -1- 1.3 Upon the termination of this Agreement, Contractor shall provide following private billings, payment posting and insurance rebilling as necessary for two (2) additional months. Immediately following these additional months of service, Contractor shall return all Medical Incident Reports and other documentation provided to it by the City under this Agreement. Contractor shall also provide City with documentation of the current status of all outstanding accounts. 2. TERMs Contract shall commence on January 1, 1992, and will terminate June 30, 1992; Provided, however, That this contract may be extended for additional six (6) month periods upon the mutual consent of the parties hereto; Provided, further, That the total term of this contract shall not exceed ten (10) years. 3. COMPENS~TION~ Contractor shall submit a bill to The City of Bremerton on a monthly basis for services provided. The amount of the bill shall be calculated as 9.5% of the total amount of new billings entered during the current billing period, plus actual postage expenses. Payment by the City of Bremerton to Contractor shall be made promptly upon receipt of such billing. Balances owing in excess of thirty (30) days shall accrue interest at the rate of one percent (1%) per month. 4. RELATIONSHIP OF PARTIES~ The parties understand and agree that Contractor is a firm skilled in matters pertaining to billing services and will perform independent functions and responsibilities in the area of its particular field of expertise. Contractor and its personnel shall act as independent contractors and not employees of the City. As such they have no authority to bind the City nor control employees of the City, contractors, or other entities. Within the performance of these duties, Contractor shall work under the direction of the City Treasurer. 5. INSURANCE AND HOLD HARMLESS: Prior to and during the performance of the work covered by this Agreement, Contractor shall provide the Risk Manager for the City of Bremerton with evidence that it has obtained and maintains in full force and effect during the term of this Agreement a policy of professional liability insurance, providing coverage of at least i$500,000.00 against professional liability or errors and omissions in connection with the work to be performed by Contractor under this Agreement. Risk Manager shall be provided thirty (30) days' written notice of any cancellation of said professional liability insurance. 6. GENERAL CONDITIONS~ a. Reports and Information - Contractor, at such times and in such forms as the City may require, shall furnish the City such reasonable periodic reports and documents as it may request PROFESSIONAL SERVICES AGREEMENT -2- pertaining to the work or services undertaken pursuant to this Agreement, the costs and obligations incurred or to be incurred in connection therewith, and any other matters covered by this Agreement. Contractor will maintain accounting records in accordance with generally accepted accounting principals and practices to substantiate all invoiced amounts. b. Entire Agreement - This Agreement constitutes the entire agreement between the parties and both parties acknowledge that there are no other agreements, written or oral, that have not been fully set forth in the text of this Agreement. c. Amendments - The parties hereby further agree that this Agreement cannot be amended or modified without the written concurrence of both parties. d. Notices - Any notices required to be given by the City to Contractor or by Contractor to the City shall be in writing and delivered to the parties at the following addresses: City Clerk Systems Design 239 Fourth Street P.O. Box 3510 Bremerton, WA. 98310 Silverdale, WA. 98383 e. Waiver - Failure to insist upon strict compliance with any terms, covenants or conditions of this Agreement shall not be deemed a waiver of such, nor shall any waiver or relinquishment of such right or power at any time be taken to be a waiver of any other breach. f. Compliance with State, Local and Federal Laws - Contractor agrees to comply with all applicable local, state and federal laws in performance of all services under this Agreement. g. Applicable Law; Venue - This Agreement shall be construed and interpreted in accordance with the laws of the State of Washington and, in the event of dispute, the venue of any action brought hereunder shall be in Kitsap County Superior Court. h. Attorney Fees - The substantially prevailing party in any litigation arising hereunder shall be entitled to its reasonable attorney's fees and court costs, including appeals, if any. ?. CONFIDENTI~LITY~ Contractor shall not release any information provided to it under this Agreement to any source, Provided, however, That it may release information, including patient name, address, guarantor, insurance company name, policy number and other information necessary to justify payment for services requiredby insurance companies and governmental agencies to facilitate payment for claims submitted. 8. NONDISCRIMIN&TION~ Contractor shall not discriminate in PROFESSIONAL SERVICES AGREEMENT -3- employment or services to the public on the basis of sex, race, color, creed, national origin, age, marital status, physical, mental or sensory handicap except an employment action based on a bona fide occupational qualification. 9. TBRMINATION~ This Agreement may be terminated by either party for cause if either party fails substantially to perform through no fault of the other and does not commence correction within five (5) days of written notice and diligently completes the correction thereafter. Upon such termination, City will be entitled to reports showing the status of all matters upon which Contractor is advising the City as of the effective date of termination. IN WITNESS WHEREOF the parties hereto have executed this Agreement the date and year indicated. SYSTEMS DESIGN Date - ' 'Y CITYZ OF BREME~TON I Date LOUIS MEN~R~ }4AYOR ATTEST: KATHLEEN McCLUSKEY, Clerk DEPARTMENTAL APPROVAL: IAN ~. SIEVERS, City Attorney PROFESSIONAL SERVICES AGREEMENT -4-