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HomeMy WebLinkAboutWittman Enterprises, LLC - 2006-05-15�a 2 ITY OF HUNTINGTON BE MEETING DATE May 15, 2006 DEP (�Cnd N f%&— 2006 NAY -9 Ali 8 12 %yaE` tl i !NT ID NUMBER FD P6i 006_t 11, r /r� d02A, /yj C I T t OF I IIiINTi dC ON 4'-ACEi Council/Agency Meeting Held =9�2�06 Deferred/Continued to I pproved ❑ Conditionally Approved ❑ Denied ity rk s 7ionaturly Council Meeting Date May 15 2006 Depart i nt N imber FD 06 006 CITY OF HUNTINGTON B EACH REQUEST FOR COUNCIL AC ION SUBMITTED TO HONORABLE MAYOR AND CIT U CIL MEMBERS SUBMITTED BY PEN& OPE LB�TH-GRA�l Administrl for Y PREPARED BY DUANE S OLSON Fire Chie / DAN VILLELLA Director of Finance I/` SUBJECT RENEWAL OF AGREEMENT WITH WITT AN ENTERPRISES, LLC FOR BILLING FOR EMERGENCY PARAMEDIC AND AMBULANCE SERVICES I I Statement of Issue Funding Source Recommended Action Alternative Action(s) An lysis Environmental Status Attachment(s) Statement of Issue The Fire Department requests approval of the rehewal of the attached agreement (Attachment 1) with Wittman Enterprises LLC for the billing for emergency paramedic and ambulance services For these services Wittman Enterprises LLC will charge 5 5% of net collections (collections minus refunds) on per -month basis beginning June 1 2006 through May 31 2009 Funding Source Funding is included in the FY 2005/06 budget in the FireMed Administration business unit Other Contractual Services accp�unt (50 I65401 69505) in the amount of $275 000 Recommended Action MOTION TO Approve and authorize the Mayor and City Clerk to execute the attached agreement with Wittman Enterprises LLC Alternative Action(s) Do not approve the agreement with would affect the FireMed revenue generated from the billing ambulance service tman Enterprises LLC which emergency paramedic and S \PMT\2006 RCATD06 006 Agreement with Wittman Enterprises doc 5/8/2006 5 11 PM 2 R•UEST FOR COUNCIL ACITION MEETING DATE May 15, 2006 DEPARTMENT ID NUMBER FD 06 006 Analysis Wittman Enterprises has fifteen years experience in the emergency medical service reimbursement realm and has provided the billing for the Huntington Beach Fire Department paramedic and ambulance service since 1993 Their professional and efficient process in attaining the optimal level of reimbursement directly impacts the revenue collected by the Fire Departments FireMed Program Currently FireMed provides 20% of the Fire Departments over FireMed membership and emergency medical service fees W annually for emergency medical service the integrity of the bills this strong revenue source The business relationship with Wit Department to have a superior net collection rate of 91 % whicl industry average of 78% Wittman Enterprises has a well -developed knowledge of fire de and the fire service industry FireMed staff has evaluated their have been impressed with their staffing technology and comma experience with California and Orange County insurance issue, The FY 2005/06 budget includes $275 000 in the FireMed Adm (50265401 69505) for this agreement Within this new agreemi for billing services drops to an even better fee of 5 5% Over th Enterprises has provided outstanding and consistant service wi Environmental Status Not applicable Attachment(s) I budget from the collection of i almost $4 3 million collected 1 services is vital to protecting ian Enterprises helps the Fire s much higher than the irtment,paramedic service cilities in Sacramento and lent to excellence Their 3 invaluable stration program budget t the competitive fee of 5 8% past thirteen years Wittman the highest rate of return Agreement between the City of Huntirjgton Enterprises LLC for billing for emerge) icy service 2 1 Certificate of Insurance RCA Author Cameron/Justen/Olson h and Wittman edic and ambulance S \PMT\2006 RCATD06 006 Agreement with Wittman Enterprises doc 5/8/2006 5 11 PM • 0 ATTACHMEN..,T 1 • • PROFESSIONAL SERVICES CONTRACT THE CITY OF HUNTINGTON BEACH AN ENTERPRISES LLC FOR BILLING FOR EMERGE AMBULANCE SERVICES THIS AGREEMFNT ("Agreement") is made and Huntington Beach, a municipal corporation of the State of "CITY and Wittman Enterprises LLC a limited liability c "CONSULTANT" IETWEEN WITTMAN Y PARAMEDIC AND into by and between the City of ia, hereinafter referred to as nafter referred to as WHEREAS CITY desires to engage the services of a consultant to provide billing for emergency paramedic and ambulance services and Pursuant to documentation on file in the office of the City Clerk the piovisions of the Huntington Beach Municipal Code Chapter 3 03 relating to procurement of professional service contracts have been complied with and CONSULTANT has been selected to perform these services, s, NOW THEREFORE it is agreed by CITY and CONSULTANT as follows 1 SCOPE OF SERVICES CONSULTANT shall provide all services as des�i abed in Exhibit "A," which is attached hereto and incorporated into this Agreement by this sometimes hereinafter be referred to as the "PROTECT " CONSULTANT hereby designates Coinme Witte and be its sole contact and agent in all consultations with CITE Agreement 06a.ree/%� atmvi e I These services shall Wong who shall represent it performance of this • • 2 CITY STAFF ASSISTANCE CITY shall assign a staff coordinator to work dir ctly with CONSULTANT in the performance of this Agreement I 3 TERM, TIME OF PERFORMANCE Time is of the essence of this Agreement The services of CONSULTANT are to commence on June 1 2006 (the "Commencement Date ) Thisj Agreement shall automatically terminate three (3) years from the Commencement Date unless ktended or sooner terminated as provided herein All tasks specified in Exhibit "A" shall be co 1pleted as per bill schedule from the Commencement Date The time for performance of the tasks identified in Exhibit "A" are generally to be shown in Exhibit "A " This schedule may be amended tol benefit the PROTECT if mutually agreed to in writing by CITY and CONSULTANT 4 COMPENSATION In consideration of the performance of the services described herein, CITY agrees to pay CONSULTANT on a time and materials basis 5 5% oi� net collections, as set forth in Exhibit "A" (D), including all costs and e\penses 5 EXTRA WORK In the event CITY requires additional services not included in Exhibit "A" or changes in the scope of services described in Exhibit "A," CONS SULTAI work only after teceiving written authorization from CITY A drttonal extra work shall be allowed only if the prior written approval of i ITY is o 6 METHOD OF PAYMENT CONSULTANT shall be paid pursuant to the tern-s of Exh 06aeree/" atman 2 will undertake such "A ,1 for such • r• r 7 DISPOSITION OF PLANS ESTIMATES AND OTHER DOCUMENTS CONSULTANT agrees that title to all material prepared hereunder including without limitation all original drawings designs reports, both fiel''d and office notices calculations computer code, language data or programs ma s memoranda letters and other documents shall belong to CITY and CONSULTANT shall turn these materials over to CITY upon expiration or termination of this Agreement or upon PROJECT completion whichever shall occur first These materials may be used by CITY as it seek fit 8 HOLD HARMLESS CONSULTANT hereby agrees to protect, defe indemnify and hold harmless CITY its officers elected or appointed officials employees TLnts and volunteers from and against any and all claims damages losses expenses judgments, demands and defense costs (including without limitation, costs and fees of litigation of ev Iry nature or liability of any kind 1 or nature) arising out of or in connection with CONSUL I ANT s (or CONSULTANT s subcontractors if any) negligent performance of this Agreement or its failure to comply with any of its obligations contained in this Agreement by CONSULTANT, its officers agents or employees except such loss or damage which was caused b the sole negligence or willful misconduct of CITY CONSULTANT will conduct all defense tits sole cost and expense and CITY shall approve selection of CONSULTANT's counsel Th is mden claims and liability regardless of whether any insurance poll i-s aie a] limits do not act as limitation upon the amount of inderppificatioi CONSULTANT 06agree/%%atman j mty shall apply to all )placable The policy i to be provided by • • 9 PROFESSIONAL LIABILITY INSURANCE CONSULTANT shall obtain and furnish to insurance policy covering the work performed by it hen coverage for CONSULTANT's professional liability in an CITY ai professional liability -r This policy shall provide >unt not I less than One Million Dollars ($1 000 000 00) per occurrence and in the aggregate The above -mentioned insurance shall not contain a self -insured retention "deductible" or any other simil Ir form of limitation on the required coverage except with the express written consent f CITY A claims made policy shall be acceptable if the policy further provides that A The policy retroactive date coincides with or precedes the initiation of the scope of work (including subsequent policies purchased as renewals or replacements) B CONSULTANT shall notify CITY of circumstances or incidents that might give rise to future claims CONSULTANT will make every effort to mai required extended period of coverage following PROJECT terminated for any reason CONSULTANT agrees to purchase a of at least two (2) years to report claims arising from work pe Agreement 10 CERTIFICATE OF INSURANCE Prior, to commencing performance of the work r furnish to CITY a certificate of insurance subject to approval of foregoing insurance coverage as required by this Agreement the A provide the name and policy number of ea 06nree/%%atm-in 4 n simil it insurance during the lompletion If insurance is reporting provision ih connection with this ,1CONSULTANT shall City Attorney evidencing the ertificat i shall I ;h carrier and policy B state that the policy is currently in force, grid C promise that such policy shall not be s spended voided or canceled by either party, reduced in coverage of in hin its except after thirty (30) days prior written notice, however ten 10 (lays prior written notice in the p ( ) Y P event of cancellation for nonpayment of p emium CONSULTANT shall maintain the foregoing ins 1 rance coverage in force until the work under this Agreement is fully completed and accepted by CITY The requirement for carrying the foregoing insuut nce cove Irage shall not derogate from CONSULTANT's defense, hold harmless and indemnification obligations as set forth in this Agreement CITY or its representative shall at all time have the right to demand the original or a copy of the policy of insurance CONSULTANT shall pay I n a prompt and timely manner the premiums on the insurance hereinabove required 11 INDEPENDENT CONTRACTOR CONSULTANT is and shall be acting at all t mes in the performance of this Agreement as an independent contractor herein and notI as an employee of CITY CONSULTANT shall secure at its own cost and expense, and be responsible for any and all payment of all taxes, social security, state disability insurance compensation unemployment compensation and other payroll deductions for CONSULTANT and its officers agents and employees and all business licenses, if any, in connection with tl e PROJECT and/or the services to be performed hereunder 12 TERMINATION OF AGREEMENT All work required hereunder shall be perform in a good and workmanlike manner CITY may terminate CONSULTANT's services hereu der at any time with or without 06-t2ree/« Inman 5 • • cause, and whether or not the PROJECT is fully complete Ar by CITY shall be made in writing, notice of which shall be provided herein In the event of termination all finished and report and evidence shall at the option of CITY, become its delivered to it by CONSULTANT 13 ASSIGNMENT AND DELEGATION This Agreement is a personal service contract an( assigned delegated or subcontracted by CONSULTANT to a the prior express written consent of CITY If an assignm approved all approved assignees delegates and subconsul requirements as set forth in Sections 9 and 10 hereinabove 14 COPYRIGHTS/PATENTS CITY shall own all rights to any patent or cop =indtion of this Agreement vered I to CONSULTANT as finished documents exhibits property other land shall be promptly iereunder shall not be n of entity without delegation or subcontract is satisfy the insurance ton anvl work item or material produced as a result of this Agreement 15 CITY EMPLOYEES AND OFFICIALS CONSULTANT shall employ no CITY official i or any regular CITY employee in the work performed pursuant to this Agreement No officer of employee of CITY shall have any financial interest in this Agreement in violation of the a licl ble rovitsions of the g pp � , p California Government Code 16 NOTICES Any notices, certificates or other communication by personal delivery to CONSULTANT s agent (as designated i CITY as the situation shall warrant, or by enclosing the sam 06-wree/wttttnan 6 IS in a shall be given either 1 hereinabove) or to envelope postage 0 �4 prepaid and depositing the same in the United States Postal S ' ivice to the addresses specified below CITY and CONSULTANT may designate different addresses to which subsequent notices, certificates or other communications will be sent b notifying the other party via personal delivery a reputable overnight carrier or U S certified mail return receipt requested TO CITY TO CONK LTANT City of Huntington Beach Wittman Enterpris Is LLC ATTN Fire Chief Attn Corinne WAtman Wong CEO 2000 Main Street 21 Blue Sky Courl Suite A I Huntington Beach CA 92648 Sacramento,fA 95828 - /oi� 17 CONSENT When CITY's consent/approval is required under this Agreement its consent/approval for one transaction or event shall not be deer ed to be a consent/approval to any subsequent occurrence of the same or any other transaction r event 18 MODIFICATION No waiver or modification of any language in this Agi unless in writing and duly executed by both parties 19 SECTION HEADINGS The titles captions, section paragraph and subject hea phrases at the beginning of the various sections in this Agreement are mei included solely for convenience of reference only and are not il resentati or excluded from such provisions and do not interpret define I mit or dE intent of the parties or affect the construction or interpretation of Agreement 06aaree/" rtUnan 7 cement shall be valid ings and descriptive ly descriptive and are e of matters included cribe or construe the iy provision of this • • 20 INTERPRETATION OF THIS AGREEMENT The language of all parts of this Agreement sh 11 in all cases be construed as a whole according to its fair meaning, and not strictly for or a ainst anyl of the parties If any provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be unenforceable void illegal or invalid such holding shall not i ivaliclate or affect the remaining 1 covenants and provisions of this Agreement No covenant or provision shall be deemed dependent upon any other unless so expressly provided here As used in this Agreement the masculine or neuter gender and singular or plural number shall be deemed to include the other whenever the content so indicates or requires Nothing contain d herein shall be construed so as to require the commission of any act contrary to law, and wher ver there is any conflict between any provision contained herein and any present or future stat to law ordinance or regulation contrary to which the parties have no right to contract then the latter shall prevail and the provision of this Agreement which is hereby affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law 21 DUPLICATE ORIGINAL The original of this Agreement and one or more copies hereto have been prepared and signed in counterparts as duplicate originals each of which so executed shall irrespective of the date of its execution and delivery be deemed an original Each dupl icate original shall be deemed an original instrument as against any party who has signed it 22 IMMIGRATION CONSULTANT shall be responsible for full c mphance with the immigration and naturalization laws of the United States and shall in particidar comply with the provisions of the United States Code regarding employment verification 06,i-reeA% ittm-in 8 a 23 LEGAL SERVICES SUBCONTRACTING PROHIBITED CONSULTANT and CITY agree that CITY is not liable for payment of any subcontractor work involving legal services and that such leghil services are expressly outside the scope of services contemplated hereunder CONSULTANT understands that pursuant to Huntington Beach City Charter Section 309 the City Attorney is the exclusive legal counsel for CITY and CITY shall not be liable for payment of any legal services expenses incurred by CONSULTANT 24 ATTORNEY S FEES In the event suit is brought by either party to con true interpret and/or enforce the terms and/or provisions of this Agreement or to secure the perfDrmance hereof each party shall bear its own attorney s fees such that the prevailing party sh 11 not be entitled to recover its attorneys fees from the nonprevailing party 25 SURVIVAL Terms and conditions of this Agreement which by their sense and context survive the expiration or termination of this Agreement shall so survive P g 26 GOVERNING LAW This Agreement shall be governed and construec in accordance with the laws of the State of California 27 ENTIRETY The parties acknowledge and agree that they a e entering into this Agreement freely and voluntarily following extensive arms length negotiation, and that each has had the opportunity to consult with legal counsel prior to executing th s Agreement The parties also acknowledge and agree that no representations inducements promises agreements or 06a-ree/k%rtunan 0j • • warranties oral or otherwise have been made by that party behalf which are not embodied in this Agreement, and that Agreement in reliance on any representation inducement, circumstance not expressly set forth in this Agreement exhibits contain the entire agreement between the parties Agreement, and supersede all prior understandings and between the parties respecting the subject matter hereof IN WITNESS WHEREOF the parties hereto have by and through their authorized officers on WITTMAN ENTERPRISES LLC By Ql print name ITS (circle one) Chairman / President / Vice President / Member / Manager e—" AND By print name ITS (circle one) Secretary / Chief Financial Officer L4sst Secretary — Treasurer / Member/M 3nag P/ZCS1�t REVIEWED AND APPROVED ty Administrator 06aoree/ ntman 10 tyone acting on that party's partI has not executed this warranty fact or s Agreement and the attached ng the subject matter of this oral or in writing this Agreement to be executed CITY OF HUN INGTON BEACH a municipal corpor ation of the State_ of California W' Y _ l Mayor i V City Cle'k -41r1156 APPROVED A TO FORM Vt^� , m�1.�i- - �jl� city of (14 _ VITIATED Fire Chief APPROVED 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 • PROFESSIONAL SERVICES CONTRA( THE CITY OP HUNTINGTON BEACH A ENTERPRISES LLC FOR BILLING FOR EMERGI AMBULANCE SERVICES Table of Contents Scope of Services City Staff Assistance Term Time of Pei formance Compensation Extra Work Method of Payment Disposition of Plans Estimates and Other Documents Hold Harmless Professional Liability Insurance Certificate of Insurance Independent Contractor Termination of Agreement Assignment and Delegation Copyi fights/Patents City Employees and Officials Notices Consent Modification Section Headmas Inteipretation of this Agreement Duplicate Original Immigration Legal Services Subcontracting Prohibited Attorney s Fees Survival Governing Law Entirety • BET` 1i N 1 2 2 2 2 3 3 3 4 5 6 6 6 7 7 7 8 8 8 8 9 9 9 10 10 10 10 0 n I*EXHIBIT "All A A STATEMENT OF WORK (Narrative of work to be Wittman Enterprises LLC to provide all labor materialsi tools equipment services and incidental and customary work necessary to fully and acequately supply the professional billing and collection services for emergency paramedic and ambulance services for the City of Huntington Beach Fire Department including electronic processing of Medicare Medi-Cal and various medical insurance companies B CONSULTANTS DUTIES AND RESPONSIBILITIES Private Billing/Insurance Prepare all invoice invoicing with both English and Spanish instruct will be placed in envelopes sealed and mailed occurs within three (3) days of receipt of ti telephone number provided to patients An it made at this time to elicit any insurance informe family If no answer received on this call Wittm inquiry letter in addition to the initial invoice follows Invoice Immediately Statement 30 days Past Due 20 days Final Demand 10 days 2 Medicare, Medi-Cal, Medi-Medi Wittman E invoices and electronically convey to Mi intermediaries All secondary and coinsura appropriate secondary pay source and promptly I 3 Workers' Compensation and Private Insurani bill private insurance supplemental insuran Workers Compensation billed according to sp billing of insurance companies is perform, correspondence for additional information or insurance payments will be performed by Wittma 4 Delinquent Claim Handling Patients with cla contacted by telephone for payment arrangeme will utilize installment billing as allowed by the Hu in cases of financial hardship Telephone follow full is received or account is dismissed by the Hu to an outside collection agency Before an ac outside collection agency the following procedur( Bill Schedule has been completed Utilization of all appropriate follow up lette Alternate contacts have been used Attempts to locate correct address and tel Haines Directory and Accurint Con Hospital contacted for better information and follow-up mailings Initial ins will be on 8xl1 billings and )stage prepaid Initial invoicing nsport tickets Toll -free 800 ial telephone call will also be on from the patient or patients i Enterprises LLC will send an andard bill schedule will be as terprises LLC to prepare all iicare and Medi-Cal fiscal ce billing transferred to the Iled to that source Wittman Enterprises LLC to set,0111dary insurance and -ific requirements Electronic I where appropriate Any Ilow up I necessary to secure Enterprises LLC ns aging over 45 days will be is Wittman Enterprises LLC tington Beach Fire Department p will continue until payment in tington Beach Fire Department ount ca In written off to an must have been completed one nt amber with the 06agree/"hrttman ex A 0 EXHIBIT "A" • C C A 6 7 Medi-Cal eligibility re -verified Receipts Processing Wittman Enterprises I LLC %n payments posted by the City of Huntington Beach and p the correct patient account within one (1) day of eceipt Reports Monthly Wittman Enterprises LLC �' ill perforr close procedures that will result in the following r2ports Monthly Ticket Survey Monthly Sales Journal Monthly Cash Receipts Journal Monthly Receivables Aging Adhoc Reports customized to client need: Source Documents Wittman Enterprises LLCI including attachments for six (6) years When si all source documents are destroyed as duplicate Beach Fire Department at shared shipping costs CITY S DUTIES AND RESPONSIBILITIES receive copies of ;t those payments to i accurate month end vill retain all source documents rvice contracted is terminated or returned to the Huntington 1 Submit necessary transport information includir'g any pay source information and patient condition to Wittman Enterprises LLPI for billing purposes 2 Forward to Wittman Enterprises LLC all necessary information relating to patient transport services payments and patient eligibility! I 3 Notify Wittman Enterprises LLC of any accounts hat require special attention 4 Obtain signature of patient or guardian on transport ticket when available 5 Provide patient s Social Security Number when available 6 Within 45 days of receiving the monthly itemized by Wittman Enterprises LLC review and pay all 7 The FireMed Coordinator who administers this of the consultants responsibilities FEES Wittman Enterprises LLC will charge 5 5% of Net Coll on a per month basis Cement for services rendered roved charges thereon emend will verify compliance s (collections minus refunds) 06a-reeANhittmvi \ A 2 SI 0 PROFESSIONAL SERVIa PURCHASING CERi 1 Requested by Jane Cameron 2 Date May 1 2006 3 Name of consultant Wittman Enterprises LLC 4 Attach the written statement of the specifica requirements for the requested services that consultatnts in your answer to 11 of this form 5 Amount of the contract $275 000 00 6 E COiNTRACTS �IFICATION Pon conditions and other was provided to solicted 6 Are sufficient funds available to fund this contract?' I 10 Y 7 Company number and object code where funds are ❑ No 50265401 69505 8 Is this contract generally described on the list of professio ial service contracts ❑ approved by the City Council'? ® Yes Nil 9 10 11 Is this contract within $25 000 or 25% (whichever is.ess) of the amount stated on the list of professional service contracts approved b the City Council?' ® Yes ❑ No Were (at least) informal written proposals requested of three consultants? ❑ Yes ® No /;lis i S c2cT i/1 y Aq 1 17 1 S if, Lei (fi/i•—k Attach list of consultants from who roposals wereWrq6yested (including a contact telephone number) j 12 Attach proposed scope of work 13 Attach proposed payment schedule RICofARD / Purchasingi %DRIL Manac ntral Services ' If the answer to any these questions is No the contract will require Document 1 I froim the City Council 5/1/2006 8 50 AM CITY OF RIA► • 150 SO PALM AVE c RIALTO CA 92376 BILL TO ADDRESS ABOVE ATTENTION ACCOUNTS PAYABLE ACCOUNTS PAYABLE (909) 820-2545 PURCHASING (909) 820 2539 Purchas lder Page 1 / 1 71 1 DATE PO NUMBER 7/1 /200--]5 1 2006 1340 PUl ORDER 4IMUST APPEAR ON ALL PACKING SLIPS AND INVOICED IN DUPLICATE VENDOR 15509 SHIP TO F19E DEPARTMENT WITTMAN ENTERPRISES LLC CITY OF RIALTO 21 BLUE SKY COURT #A 131 S WILLOW SACRAMENTO CA 95828 RIALTO CA (92376 Req No ` Fos Point Dept. E ERGENC IY MEDICAL Terms net 30 days I Contact PAT VII I ANIIIFVA Rpq net Date -- — — Confirmrng' NO Special fnst 48721 LC Quantity Unit Description Unit Price EzL Price ANNUAL AGREEMENT FOR AMBULANCE BILLING I 60 000 00 AND COLLECTION FEES FOR THE PERIOD OF JULY 1 2005 THROUGH JUNE 30 2006 APPROVED BY CITY COUNCIL ON JUNE 15 2004 VENDOR SHALL FURNISH AND DELIVER THE I AFORESAID SERVICE TO CITY IN ACCORDANCE WITH BID SPECIFICATIONS NO 04 02S AND VENDOR S BID PROPOSAL THEREON DATED 9 5-03 SAID SPECIFICATIONS AND BID PROPOSAL ARE ON FILE IN THE OFFICE OF ` CITY S PURCHASING DIVISION AND INCORPORATED HEREIN BY REFERENCE AS IF FULLY SET FORTH HEREIN YEAR TWO OF A THREE YEAR AGREEMENT I I� { 1 SUBTOTAL 60,00000 0 00 TAX 000 FREIGHT 60 000 00 TOTAL Project Number Account Number Amount Protect Number Account Number Amount The above articles andlor services have been received In the Quantity In acceph and quality as ordered except as noted herein full accordance g this order seller with all conditions agrees to furnish the goods specified in stated on face and any other page made a part of this order or revision herein LI a\ n — • TERMS AND CONDITIONS 1 DELIVERY If delivery of the commodity or service cannot be made exactly as specified and at the immediately Do not make delivery changes without approval 2 MISCELLANEOUS/FREIGHT CHARGES No charges for transportation containers packing shipments sold F O B point or origin prepay charges and add to Invoice Original copy of paid exp 3 INSPECTION All materials and workmanship provided under the terms of the Purchase Order compliance with the requirements and specifications contained therein In the event that the goods or with the Purchase Order the City shall have the right to either reject said goods or services or r, -onformity with the terms set forth in the Purchase Order 4 RESPONSIBILITIES Unless otherwise specified in the Purchase Order the supplier/contractor sh Order until delivered at the designated delivery point and thereafter accepted by the City Upon the goods or services provided or the need for correction thereof all such defective goods or service: xpenses incurred in the removal and/or correction of such defective goods or services shall be borne 5 ACCEPTANCE The Citys final acceptance of the goods or services provided under the Purchi: where a latent defect or fraud is subseauently disrovKpd nr wheri supp' errc",rac c Iaa cor- "Cd The City's failure to inspect and either accept or reject the goods or services delivered shall not reli ,ompliance with the terms and specifications of the Purchase Order • me and price shown notify the City Purchasing Division Will be allowed unless so specified in this order On or freight bill must be attached to Invoice re subject to inspection and test by the City to ensure services delivered are defective or are not in conformity quire that they be corrected or otherwse brought into II be responsible for all items covered in said Purchase I notice Ito supplier/contractor of its rejection of the shall be removed from City premises and any and all m irely by the supplier/contractor e Order shall be conclusive except in those instances uuh g uss inistdKes tnar they are tantamount to a fraud ve the supplier/contractor for the responsibility for strict 5 COMMERCIAL WARRANTY The Vendor agrees that the supplies or services furnished under thisIPurchase Order shall be covered by the most favorable ,ommercial warranties the vendor gives to any customer for such supplies or services and that the righlts and rem dies provided herein are in addition to and Jo not limit any rights afforded to the City by any other clause of this Purchase Order T CHANGES This Purchase Order may at any time be changed with regard to the materials or se ices to be furnished the quantity ordered the unit price Jiscount delivery point or arrangements terms or any other matters affecting a valid order However in order to be effective any such change or amendment nust be in writing In the event that any such change or amendment causes an increase or decrease in the cost of performance hereunder an equitable adjustment shall be made to reflect the increase or decrease in the cost thereof Any such adjustment shall be subject to the written approval of the Purchasing Agency No variation in the quality quantity or cost of any item called for by this Purchase Order shall be acceptable by the City except in pursuance of a written Change Order approved by the Purchasing Agent B TERMINATION This Purchase Order may be terminated in whole or in part at any time by written notice to thelsupplier/contractor Such termination shall :)e effective with respect to the quantity manner and time specified in such notice and the City shall be liable at the stipulated price only for such materials and/or services as have been delivered and/or rendered and accepted as of the effective date of said written notice The City shall not be liable for any excess -ost arising out of such termination and failure of the supplier/contractor to cease delivery and/or (work upon receipt of such termination notice shall not occasion a claim for extra costs DEFAULT BY SUPPLIER In case of default by supplier the City reserves the right to procure the upplier responsible for any excess costs occasioned to the City thereby 10 DISPUTES All disputes concerning questions of fact which may arise under this Purchase Or ,onsent shall be decided by the sole discretion of the Purchasing Agency AIi disputes concerning Order shall be decided under applicable laws of the State of 11 PAYMENT Payment shall be made upon submission of an itemized invoice presented in duplii mthin 30 days of becoming due for supplies delivered and accepted or services rendered and accepte 12 CONFOQFKiTY WITH SPCEE Y S rkk'D a oDS TI-- gcods £." d o e- cc. �. e �d uy c F ui tandards of OSHA CAL OSHA and/or NIOSHA and any and all applicable material safety data sheet 13 HOLD HARMLESS The Vendor shall indemnify and hold the City of Rialto harmless from all clairr including attorney fees caused by defect(s) in the item(s) purchased hereunder or resulting from th >ecret process patented or unpatented invention article or appliance furnished or used under this ordi or services from other sources and to hold the and notl disposed of by mutual agreement and/or ;tions of, law which may arise under this Purchase e of the prices stipulated in the Purchase Order and less deductions it any 'oac Oiuci Ivi uun ioui inusi coniorrn wain the safety (MSDS) actions proceedings clauses damages and liabilities use of any copyrighted or uncopyrighted composition 14 PURCHASE AGREEMENT DOCUMENTS A copy of the Notice Inviting Bids the Bids or Requt for Quotation and copy of these General Conditions and Specifications of the Bid/Request For Quote will remain on file in the City Purchasing Division anki4 it is understood this will form the purchase agreement when accepted by the City All materials or services supplied by the Contractor shall confirm to the rI plicable ref uirements of the City Ordinances and all applicable State and Federal Laws as well as conforming to the specifications contained herein 15 LICENSOR Ali supplier/contractors who perform work or make deliveries within the City must valid city business license 16 SEVERABILITY in the event any provision shall be adjudged or decreed to be invalid such pertain only to the provision in question and the remaining provisions shall continue to be valid binds on file at the Rialto City Clerks Office a current and shall not invalidate the entire agreement but shall in full force and effect 4. • • SERVICES AGREEMENT This Agreement is made and entered into tivs 0 day City of Rialto, a California municipal corporation (hereinafter UC (hereinafter Consultant") WHEREAS, the City is desirous of retailing a co collection services for emergency medical/ambulance serve Department, including electronic claims processing of Medica insurance companies, as specified in the specifications and in proposal dated September 5, 2003, and WHEREAS, the City did issue a Request for Bids No the provision of such services and setting forth the terms condit provision of such services, and WHEREAS, the City did open all bids submitted to reE September 15 2003 in the Purchasing Division of the City and WHEREAS, the City has determined that Contractor is a responsive bid and that the bid of Contractor was the most compe NOW, THEREFORE, in consideration of the above rech conditions and promises hereinafter contained the parties for g: the receipt and sufficiency of which is hereby acknowledged do h�reby agree as follows i y 2004 ), and to for the edi by and between the Wittman Enterprises, provide billing and City of Rialto Fire and various medical rdance 'with the consultant's 029 =ealed bids for and governing the to Request for Bids on !d company submitting a pnced bid submitted s and and mutual covenants consideration, 4� • • RECITALS Section 1 Consultant desires to perform and assume i'e of certain professional services required by the City on the terms a Agreement Consultant represents that it is experienced in provide Services to public clients, is licensed in the State of California, City Section 2 City desires to engage Consultant to rer Billing and Collection Services ('Project ) as set forth in this TERMS Section 3 General Scope of Services Consultant p the City all labor materials, tools, equipment, services, and necessary to fully and adequately supply the professional EMS necessary for the Project ("Services") The Services are more "A' attached hereto and incorporated herein by reference All performed in accordance with, this Agreement, the exhibits a herein by reference, and all applicable local, state and federal lav Section 4 Term The term of this Agreement shall b 2005 unless earlier terminated as provided herein, within an opts upon satisfactory performance by Consultant Consultant shall c term of this Agreement and shall meet any other established sche for the provision I conditions set forth in this g EMS i Billing and Collection is familiar with the plans of ich services for the EMS agrees to furnish to lental land customary work mg and Collection Services described in Exhibit be subject to and and incorporated rules and regulations from July 1 2004 to June 30, for two one year extensions Services within the and deadlines • • RESPONSIBILITIES OF CONSUL ANT Section 5 Control and Payment of Subordinates,Independ4 Services shall be performed by Consultant or under its supervision Con the means methods and details of performing the Services subs I t to tho Agreement. City retains Consultant on an mdependent contractor basis an Consultant retains the right to perform similar or different services for otb this Agreement Any additional personnel performing the Se ces and behalf of Consultant shall also not be employees of City shall Consultant's exclusive direction and control Consultant shall v all wai amounts due such personnel in connection with their Agreement and as required by law Consultant shall be response respecting such additional personnel, including but not hmeted tax withholding, unemployment insurance disability msuraE insurance Section 5 Schedule of Services Consultant shall pe within the term of this Agreement and in accordance with the Exhibit "A" attached hereto and incorporated herein by refer has the professional and techmcai personnel required to pe with such conditions In order to facilitate Consultant's co shall respond to Consultant's submittals in a timely manner shall provide a more detailed schedule of anticipated per Services for all n social and w mthe S Ile will determine requirements of this not as an employee s during the term of this Agreement on all tunes be under salaries, and other Services under this ,)orts and obligations curity taxes, income rkers' compensation rveces expeditiously, e of Services set forth in represents that it the Services in conformance with the Schedule City :quest of City, Consultant to meet the Schedule of • • Section ? Conformance to Applicable Require Consultant shall be subject to the approval of City, said withheld Sechon 8 Substitution of Key Personnel Consult certain key personnel will perform and coordinate the Services Al to work prepared by not be unreasonably has represented to City that der thi I Agreement. Should one or more of such personnel become unavailable, Consultant ri5ay sut at least equal competence upon written approval of City In th event cannot agree as to the substitution of key personnel, City shall be Agreement for cause As discussed below any personnel Services in a manner acceptable to the City, or who are uncooperative, incompetent, a threat to the adequate or timely threat to the safety of persons or property, shall be promptly r4 Consultant at the request of the City The key personnel for pei as follows Ilona Wittman, President and CEO Sect -ion 9 City s Representative The City hereby Chief or his designee to act as its representative for the perform Representative ) City s Representative shall have the power to purposes under this Contract Consultant shall not accept direr other than the City s Representative or his or her designee Section 10 Consultant s Representative Consultant h or her designee to act as its representative for the performance o fail or e other personnel of City and Consultant to terminate this to perform the by the City to be of the Project or a the Project by the this Agreement are Stephen Wells Fire of this Agreement ("City's on behalf of the City for all or orders from any person by designates Dona Wittman t this Agreement ("Consultant's 0 0 Representative') Consultant's Representative shall have full authonty to� represent and act on behalf of the Consultant for all purposes under this Agreement. a Consultant's Representative Pui'P � � P shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under ilus Agreement Section 11 Coordination of Services Consultant Iagves to work closely with City staff in the performance of Services and shall be available to Crty's staff, (consultants and other staff at all reasonable tunes Section 12 Standard of Care Performance of Em to ees Co i ultant shall perform all Services under this Agreement in a skillful and compete t manner, consistent with the standards generally recognized as being employed by professro s in the I same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services Consultant war�ants that all employees and subcontractors shall have sufficient skill and experience to them Finally Consultant represents that it, its employees and permits, qualifications and approvals of whatever nature that a Services including a City Business License, and that such maintained throughout the term of this Agreement As pro, provisions of this Agreement, Consultant shall perform at its reimbursement from the City, any services necessary to correct caused by the Consultant s failure to comply with the standard o employee of the Consultant or its sub -consultants who is arm the Services assigned to contractors have all Incenses :gafly relguired to perform the nses and approvals shall be il for in I the indemnification cost and expense and without ,Tors or omissions, which are :are pro i rded for herein_ Any lernamed by the City to be r1 U • uncooperative, incompetent, a threat to the adequate or timely co' 'pletion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses tol perform the Services in a manner acceptable to the City, shall be promptly removed firoin the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project Section 13 Laws and Regulations Consultant shall keep itself fully uiformed of and m compliance with all local state and federal laws rules and regulations, Ins including Health P g g Insurance Portability and Accountability Act (HIPAA), in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law Consultant shall be Fable for all violations of such laws and regulations in connection with Services If the Consultant performs any work k iowing it I to be contrary to such laws, rules and regulations and without giving written notice to the City Consultant shall be solely responsible for all costs ansing therefrom Consultant all defend, indemnify and hold City, its officials directors officers, employees and agents and harmless pursuant to the indemnification provisions of this Agreement, from any claun or liability arising out of any failure or alleged failure to comply with such laws, rules or reg�ahons, I t is due to the extent of the negligence of the Consultant INSURANCE Section 14 Time for Compliance Consultant shall Agreement until it has provided evidence satisfactory to the Cit required under this section In addition Consultant shall commence work on any subcontract until it has provided eviden commence nce Work under this t it has secured all insurance allow any subcontractor to Ltisfactory to the City that the • <�J subcontractor has secured all insurance required under this Section 15 Minimum Requirements Consultant maintain for the duration of the Agreement insurance against damages to property which may arse from or in Agreement by the Consultant, its agents representatives Consultant shall also require all of its subcontractors to procure for the duration of the Agreement_ Such insurance shall meet levels of coverage (A) Minimum Scope of Insurance Coverage latest version of the following (1) General Liability General Liability coverage (occurrence form CG 0001), (2) 11, at its i xpense, procure and aims for mjunes to persons or with the performance of the employ I or subcontractors the same insurance least the following minimum be ai least as broad as the Office Commercial Liability Insurance Services Office Business Auto Coverage form number CA OOp�I, code l (any auto), and (3) Workers Compensation and Employers Lzabzhty W required by the State of California and Employer s Liability (B) Minimum Limits of Insurance than (1) General Liability $1,000,000 per occurrence for property damage If Commercial General Liability aggregate limit is used, either the general aggregate limit Agreement/location or the general aggregate limit shall be (2) Automobile Liability $1 000 000 per accident for bodily Workers Compensation and Employer s Liability Workers' the Labor Code of the State of California Employer s Liability 1 for bodily injury or disease Compensation insurance as :�e shall maintain limits no less y mj �, personal injury and or other form with general all apply separately to this the required occurrence limit, and property damage and (3) of $ i limits as required by 1000 000 per accident • Section 15 Professional Liabilgy Consultant shall pr its sub -consultants to procure and maintain, during the term omissions liability insurance appropriate to their profession amount not less than $1,000,000 00 per claim, and shall be liability i :ure and maintain, and require the Section 17 Insurance Endorsements The insuranpolicie following provisions, or Consultant shall provide endorsements `n forms by the City to add the following provisions to the insurance policies (A) General Liability The general liability lacy shall that (1) the City its directors, officials officers, employees, eats an covered as additional insured with respect to the Work or opera ins perfc of the Consultant, including materials, parts or equipment shed in work, and (2) the insurance coverage shall be primary insurance respects officials, officers, employees, agents dnd volunteers, or if exce { , shell chain of coverage excess of the Consultant's scheduled under] yi g covera self-insurance maintained by the City its directors officials cers volunteers shall be excess of the Consultant's insurance an shall contribute with it in any way (B) Automobile Liability The automobile hab state that (1) the City its directors, officials, officers, employees covered as additional insured with respect to the ownership opera or unloading of any auto owned, leased, hired or borrowed by t errors and shall be in an include contractual shall contain the upphed or approved be endorsed to state volunteers shall be med by or on behalf onnection with such he City, its directors, tand in an unbroken e Any insurance or iployees, agents and be called upon to shall be endorsed to agents and volunteers shall be on, mauitenance, use loading or for which the • Consultant is responsible, and (2) the insurance coverage shall the City, its directors, officials, officers, employees, agents stand in an unbroken chain of coverage excess of the coverage Any insurance or self-insurance maintained by officers, employees, agents and volunteers shall be excess of the not be called upon to contribute with it in any way (C) shall agree to waive all nghts of subrogation against the City, employees agents and volunteers for losses paid under the anse from work performed by the Consultant (D) All Coverage Each insurance policy endorsed to state that (A) coverage shall not be suspended, after thirty (30) days prior written notice by certified mail given to the City, and (B) any failure to comply with reporting or including breaches of warranties shall not affect coverage officials, officers, employees, agents and volunteers Section 18 this Section shall contain standard separation of insured shall not contain any special limitations on the scope of directors officials, officers, employees, agents and volunteers :� primary linsurance as respects volunteers, or if excess, shall ultant's scheduled underlying City, iti directors, officials 'onsultanti s insurance and shall lability Coverage The insurer I ts directors, officials, officers, of the insurance policy, which r� by ttn Agreement shall be ed, reduced or canceled except rn receip requested, has been �t her pro'i sions of the policies, yded to the City its directors, ins All insurance required by In addition, such insurance to the City its • • Section 19 Deductibles and Self -Insurance Retentiot insured retentions must be declared to and approved by the City at the option of the City either (1) the insurer shall reduce or insured retentions as respects the City, its directors officials volunteers, or (2) the Consultant shall procure a bond investigation costs, claims and admimstrative and defense Section 20 Acceptability of Insurers Insurance is to current A M Best's rating no less than A VIU, licensed to satisfactory to the City Section 21 Verification of Coverage Consultant s certificates of insurance and endorsements effecting coverage forms satisfactory to the City The certificates and be signed by a person authorized by that insurer to bind coi forms provided by the City if requested All certificates and approved by the City before work commences The City re certified copies of all regwred insurance policies at any time Section 22 Safety Consultant shall execute and rr injury or damage to any person or property In carrying out its all times be in compliance with all applicable local state and fe and shall exercise all necessary precautions for the safety of ern of the work and the conditions under which the work is to be i Any cers, deductibles or self - shall guarantee that, i deductibles or self - agents and of losses and related with insurers with a in California, and City with original uired by this Agreement on or each insurance policy shall on its behalf, and shall be on must be received and the nght to require complete, its Iwork so as to avoid Consultant shall at laws limes and regulations, es am)ronnate to the nature Safety precautions as • • applicable shall include but shall not be lmuted to (A) equipment and procedures, (B) instructions in accident subcontractors, such as safe walkways, scaffolds fall prat confined space procedures, trenching and shoring, equipment and wearing apparel as are necessary or lawfully injuries, and (C) adequate facilities for the proper inspection measures FEES AND PAYMENTS Section 23 Compensation Consultant shall authorized reimbursements, for all Services rendered under this in Exhibit "B" attached hereto and incorporated herem by authorized, as described below, and if authorized, will be set forth in this Agreement Section 24 Payment of Compensation Consultant itemized statement, which indicates work completed and Consultant The statement shall describe the amount of Services initial commencement date or since the start of the through the date of the statement City shall, within 45 days of the statement and pay all approved charges thereon life and He saving all employees and ladders, bridges, gang planks, .t and other safety devices, prevent accidents or of all safety including at the rates set forth Work may be the rates and manner subrmt to City a monthly - of Services rendered by supplies provided since the ing (nods, as appropriate vmg such statement, review CJ • Section 25 Reimbursement for Expenses Consultant expenses unless authorized in writing by City Section 26 Extra Work At any time during the tern request that Consultant perform Extra Work As used herein, " which is determined by City to be necessary for the proper comp the parties did not reasonably anticipate would be necessary at tf Consultant shall not perform, nor be compensated for Extra W from City s Representative ACCOUNTING RECORDS Section 27 Maintenance and Inspection Consultai accurate records with respect to all costs and expenses incurred records shall be clearly identifiable Consultant shall allow normal business hours to examine, audit, and make transcripts i other documents created pursuant to this Agreement work, data, documents, proceedings, and activities related to the (3) years from the date of final payment under this Agreement GENERAL PROVISIONS not t e reimbursed for any of this Agreement, City may ;xtra WoI k" means any work, .tion of the Project, but which execution of this Agreement without written authorization shall maintain complete and this Agreement. All such of City during )pies of such records and any shall allow inspection of all for a penod of three Section 28 1 ermination of Agin reement - Grounds fc{r Termination City may, by written notice to Consultant, terminate the whole or any part of s Agr Iment at any time and • • without cause by giving written notice to Consultant of such effective date thereof, at least seven (7) days before the effective termnation, Consultant shall be compensated only for those se rendered to City and Consultant shall be entitled to no further any provision herein to the contrary City shall continue Consultant, following the effective date of termination, bay received by the City from patients after the date of termination by consultant prior to termination Consultant may not term cause Section 29 Effect of Termination If this Agreement i City may require Consultant to provide all finished or unfinished information of any kind prepared by Consultant in connection w under this Agreement Consultant shall be required to pror information within fifteen (15) days of the request Section 30 Additional Services In the event this Agre in part as provided herein City may procure, upon such terms deternune appropriate, services similar to those terminated Section 31 Delivery of Notices All notices per Agreement shall be given to the respective parties at the folic address as the respective parties may provide in writing for this p of that be .• tlus the such Is and in or and specifying the termination Upon ve been adequately Notwithstanding to compensate and all payments billings completed except for as provided herein, and Data and other of Services and other in whole or manner as it may required under this or at such other • Consultant Wittman Enterprises, LLC 21 Blue Sky Court, Suite A Sacramento, CA 95828 Contact Person Dona Wittman City City of Rialto Fine Department 131 S Willow Ave Rialto, CA 92376 Attn Stephen Wells, Fire Chief Such notice shall be deemed made when personally debvt or when mailed, forty-eight (48) hours after deposit in the U S Mail, first class postage pre d and addressed to the party at its applicable address Actual notice shall be deemed adequate otice on the date actual notice occurred, regardless of the method of service OWNERSHIP OF MATERIALS AND Section 32 Documents & Data, I icensmg of Intell( creates a non-exclusive and perpetual license for City to copy, any and all copynghts, designs and other intellectual property, studies, drawings, estimates, and other documents or works of medium of expression, including but not limited to, physical otherwise recorded on computer diskettes, which are Consultant under this Agreement ('Documents & Data ) subcontractors to agree in writing that City is granted a none: any Documents & Data the subcontractor prepares under this 1 and warrants that Consultant has the legal right to license Consultant makes no such representation and warranty in re€ were prepared by design professionals other than Consultant al Propeity This Agreement mod I, reuse, or sublicense Bodied inl plans, specifications, P thorship fixed in any tangible wings orl data magnetically or or caused to be prepared by Consultant shall require all perpetual Icense for ,ment Consultant represents and all Documents & Data. to provided l rents & Data, which to Consultant by the is City City shall not be limited in any way in its use of the T provided that any such use not within the purposes intended by sole risk Notwithstanding any provision herein to the contrary that the Consultant s software shall remain the property of the c+ have ownership thereof Data at any tune, shall be at City's City and Consultant agree tant I d the City shall not Section 33 Confidentiality All ideas, memoranda, s ificatic drawings, descriptions computer program data, input record da (written Documents and Data either created by or provided to Consa Itant. to performance of this Agreement shall be held confidential by Consultar HIPAA Consultant shall not, without the prior written consent of City, any purposes other than the performance of the Services Nor sla such to any person or entity not connected with the performance f the Sc Nothing fariushed to Consultant, which is otherwise known to C i sultant plans, procedures, and other with the and compliant with such materials for enals be disclosed or the Project is generally known, or has become known, to the related industry shall be deemed confidential I Consultant shall not use City's name or insignia, photographs of the Project, or any put hcity pej or the Project in any magazine, trade paper, newspaper, televnsi n or rad similar medium without the prior written consent of City Section 34 Cooperation, Further Acts The Parkes another, and shall take any additional acts or sign any additional appropriate or convenient to attain the purposes of this Agreemen to the Services production or other cooperate with one as may be necessary r • I0 Section 35 Attorney's Fees If either party commences an either legal administrative or otherwise, arising out of or in conn prevailing party in such litigation shall be entitled to have and reasonable attorney's fees and all other costs of such action Section 36 Indemnification The City agrees, to the to mdemmfy and hold Consultant harmless from any dama reasonable attorneys' fees and costs of defense) to the extent cal errors or omissions in the performance of professional services of its sub -consultants or anyone for whom the City is legally f fullest extent permitted by law, to indemnify and hold the employees volunteers and agents harmless from any dam, reasonable attorneys' fees and costs of defense) to the extent acts, errors or omissions and those of his or her contractors, anyone for whom Consultant is legally liable, and arising The City is not obligated to mdemmfy Consultant in any own negligence Section 37 Entire Agreement Tins Agreement parties with respect to the subject matter hereof, and understandings or agreements A writing signed by both Agreement ast the other party this Agreement, the the losing party est extent permitted by law, liability or cost (including by the; City's negligent acts, this Agreement and those agrees, to the and its officials officers, habnlity or cost (including ;d by Consultant's negligent the or consultants or of this Agreement for Consultant's Agreement of the prior negotiations, only modify ttus r� • Section 38 Governing Law the laws of the State Agreement Venue shall be in San Bernardino County Section 39 Time of Essence Time is of the essence this Agreement r each a Section 40 Citys Right to Employ Other Consultants I I City other consultants in connection with this Project Section 41 Successors and Assigns This Agreement shall successors and assigns of the parties Section 42 Assignment or Transfer Consultant sh4l!l not transfer, either directly or by operation of law, this Agreement shall govern This every provision of right to employ be binding on the hypothecate, or herein without the prior written consent of the City Any attempt to do so shall be sill and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment hypothecation or transfer Section 43 Construction, References, Captions Since the Parts or their agents have participated fully in the preparation of this Agreement the langL a of this Agreement shall be construed simply according to its fair meaning, and not stnetl for or against any Party Any term referencing time, days or period for performance shall be deemed calendar days and not workdays All references to Consultant include all perso el, employees, agents and subcontractors of Consultant, except as otherwise specified in 1s Agreement All references to City include its elected officials, officers, employees, agents anvolunteers I except as otherwise i • specified in this Agreement The captions of the various convenience and ease of reference only, and do not define limit, content, or intent of this Agreement_ Section 44 Amendment, Mochfication No supplemei of this Agreement shall be binding unless executed in writing and Section 45 Waiver No waiver of any default shall c default or breach, whether of the same or other covenant or c privilege, or service voluntarily given or performed by a Party contractual rights by custom estoppel, or otherwise Section 46 No Third Party Beneficiaries There beneficiaries of any right or obligation assumed by the Parties Section 47 Invalidity, Severability If a court of portion of this Agreement mva.hd, illegal, or otherwise uner shall continue in full force and effect. Section 48 Prohibited Interests Consultant man employed nor retained any company or person, other than a for Consultant, to solicit or secure this Agreement Further, paid nor has it agreed to pay any company or person, other that solely for Consultant, any fee, commission, percentage, brokerag contmgent upon or resulting from the award or making of tl paragraphs are for describe the scope, or amendment Parties waiver of any other No waiver, benefit, the other Party any no intended third party t junsdiction declares any the Iremauung provisions and warrants that it has not fide employee working solely ,ultant warrants that it has not a bona file employee worlang fee, gift or other consideration For breach or violation of this warranty, City shall have the right to rescind s Agreement without liability For the term of this Agreement, no member, officer or employee �f City, during the term of his or her service with City, shall have any direct interest in this anticipated material benefit ansing therefrom Section 49 E-gual OpportumtyEmployment opportunity employer and it shall not discriminate against applicant for employment because of race, religion, color, or age Such non-discrimination shall include, but not be initial employment, upgrading demotion, transfer, recruitment or termination Consultant shall also comply with all Business Enterprise program, Affirmative Action Plan or other currently in effect or hereinafter enacted Section 50 Labor Certification By its signature is aware of the provisions of Section 3700 of the California employer to be insured against liability for Worker's in accordance with the provisions of that Code, and agrees to commencing the performance of the Services Section 51 Authonty to Enter Agreement Con authority to conduct its business and to execute, deliver, and warrants that the individuals who have signed this Agreement b authority to make this Agreement and bmd each respective Party or obtain any present or that it is an equal employee or cap, ancestry, sex to all activities related to or to with has all ithe Al the advertising, layoff of City's Minority or guidelines altant certifies that it which require every ertake self-insurance tch provisions before requisite power and �reement Each Party power right, and • • Section 52 Counterparts This Agreement may be which shall constitute an original SUBCONTRACTING Section 53 Pnor Approval Regwred Consultant shall the work required by this Agreement, except as expressly state approval of City Subcontracts, if any, shall contain a provisu provisions stipulated in this Agreement 111 WHEREFORE the parties have caused this agreement to J vrl-v-- 2004 Date f- Date 6 — D Date 02i D in c herein, CITY OF RIALTO LIM LIM each of Tact any portion of thout prior wnUen hem subject to all -d this A+ " day of C Wells, Fire Dona jWittman, APPROVED IAS TO FORM Robert A :n, City C, 11 EXHIBIT "A" SCOPE OF SERVICES AND SCHEDULE I Private BiRm Wittman Enterprises, LLC to prepare all invoices and follow-up both English and Spanish instructions will be on 8Xl l billings sealed and mailed, postage prepaid Initial invoicing occurs wit] transport tickets Toll Free 800 telephone number will be provided call will also be made at this time to elicit any insurance informa family If we receive no answer on this call, Wittman's will send tribal invoice The standard bill schedule is as follows Private Bill Schedule 1 Invoice Immediately 2 Statement 30 days 3 Past Due 20 days 4 Final Demand 10 days H Medicare, Medi-Cal, Medi-Medi Wittman Enterprises LLC to prepare all invoices and Cal fiscal intermediaries All secondary and coinsurance billing transferred to the promptly billed to that source III Workers' Comnensahon and Private Insurance Wittman Enterprises, LLC to bill private insurance, supph and Workers' Compensation bills according to specific insurance companies is performed where appropriate Wittman Enterprises LLC will perform any correspondence for necessary to secure insurance payments IV Dehnguent Claim Handhn� will 1 three n from inquiry Patients with claims aging over 45 days will be contacted by Welt,, ne for Telephone follow up will continue until payment in full is receiv or ace( City to an outside collection agency IruhaJ invoicing with placed in envelopes, 3) days of receipt of An initial telephone ie patient or patient s -tter in addition to the Medicare and Medi- pay source and , secondary insurance Electronic billing of or follow up nent arrangements is dismissed by the 5� 11 Wittman Enterprises, LLC will utilize installment billing as financial hardship V Receipts Proeessm2 Wittman Enterprises, LLC will receive direct payment, posting an one (1) day of receipt Bank deposit receipt will be faxed, may Wittman Enterpnses LLC shall have no access to the proceeds of the exclusive control of the City VI Reports Monthly Wittman Enterprises LLC will perform accurate month result in the following reports Monthly Ticket Survey Monthly Sales Journal Monthly Cash Receipts Journal Monthly Receivables Aging Management A/R Analysis Statistical Reports customized to client needs VU Provider Responsibilhhes • Submit necessary transport information, including pay source when available, to Wittman Enterpnses LLC for billing purpo • Forward to Wittman Enterprises, LLC all necessary udorm services, payments and patient eligibility when available • Notify Wittman Enterprises, LLC of any accounts that require • Obtain signature of patient or guardian when available • Provide patient's Social Security Number when available VIII Source Documents by City in cases of cash receipts within ematled to the City All funds are under which will and patient condition, to patient transports Wittman Enterprises, LLC will retain all source documents including attachments for six (6) years When service contracted is terminated, all source documents are re4rned to City LI Fees Exhibit "B" COMPENSATION A Percentage of Net Collections S 9% B Monthly reports • • A TTA CHMEN T, 2 Surf Q'� INSURANCE AND INDEMNIFI IATION WAIVER 11B MODIFICATION REQUEST RECE IV 7 1 Requested by Christi Mendoza, Risk Management APR 2 5 2006 2 Date April 21, 2006 City of Huntingi in Beact 3 Name of contractor/permittee Wittman Enterprises LL City Attorney s Office 4 Description of work to be performed Provides Fire -Me billing for emergency paramedic and ambulance services for the city 5 Value and length of contract $275,000, June 1 2006 - Ma 31 2009 Liabilitv 6 Waiver/modification request $7,500 deductible/Professional Insurance le to com 7 Reason for request and why it should be granted Una IY with the cit 's zero deductible/SIR insurance requirement 8 Identify the nsks to the City in approving this waiver/modification None ky— iz5l, Date Department Head Signature — 1 APPROVALS Approvals must be obtained in the order listed on this form T o approvals are required for a request to be granted Approval from he City Administrators Office is disagree only required if Risk Management a h City Attorne s 9ffige F1 t k Management Approved ❑ Denied Signature Date 2 City Attorney's Office ElDenie(jh,*�n - �;k `�l Zs /proved I Signature ( Date 3 City Administrator's Office ❑ Approved ❑ Denied Signature Date If approved the completed waiver/modification request is to be submitted to the City Attorney s Office along with the contract for approval Once the this form is to be filed with the Risk Management Division of contract Has been approved bdministrative Services i WITTENT-01 DURR AG'ORD,. CERTIFICA OF LIABILITY INSURA I DA6130200° 6 ' PRODUCER (916)231 1741 Acordia of California Insurance Services Inc OOt L1C #0352275 17 Cobblerock Drive Suite 100 Rancho Cordova CA 95670 THIS CERTIFICATE ONLY AND CONFE HOLDER. THIS CE ALTER THE COVE IS ISSUED AS A MATTER OF INFORMATION S NO RIGHTS UPON THE CERTIFICATE FICATE DOES NOT AMEND EXTEND OR GE AFFORDED BY THE POLICIES BELOW INSURERS AFFORDING COVERAGE NAIC # INSURED Wittman Enterprises, Lic P O Box 269110 Sacramento CA 95826 9110 INSURER Harttord Casualty Insurance Company INSuRER a Republic Inoemn of America INSURER c Executive sk Indemnity, Inc INSURER 0 INSURER I- ftnVFRAnFs THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR TJHE ANY REQUIREMENT TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO MAY PERTAIN THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS MSR =D I POLICY NUMBERPp UCY E PO1LCY POLICY PERIOD INDICATED NOTWITHSTANDING WHICH THIS CERTIFICATE MAY BE ISSUED OR TERMS EXCLUSIONS AND CONDITIONS OF SUCH RATION LJ111IT9 A GENERAL LIABILITY K COMMERCIAL G r.RAt11A811-1Y CLAIMS MADE FKOCCUR GENL AGGREGATE LIMIT APPLIES PER POLICY PRO- LOC JECT 711i2M TfU2 I 306 EACHiOCCURRENCE 9 2,000 OCq FIREI 3 300(100 MED 6M (Any one parson) 5 10 a PERSONAL A ADV INJURY S Z000 oat GENERAL AGGREGATE S 4 000 00 PRODUCTS COMPIOP AGO $ 4 000 00 A I{ t 1 I AUTOMOBILE UAMLITY ANY AuTa ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON-0WNEOAUTOS 573SAATSaO I 7/1/2005 711 /2 6 COMBINED SINGLE LIMIT (Ea aerxr�q = 200000( BODILY INJURY (Pw pion) S X BODILY INJURY (Per accident) S X PROPERTY DAMAGE (Per aoddart) s I GARAGE LIABILITY ANY AUTO P o ) Are fO PW a 9 — ALITO ONLY EA ACCIDENT S THAN EA ACG AUTOONLI^ AGG S S 1 ' EXCFSSIUMBRELIA LIABILITY P OCCUR F-1 CLAIMS MADE DEDUCTIBLE RETENTION S () �Y EACHIOCCURRENCE b AGGREGATE f s S 5 B WORKE#IS COMPENSATION AND � P M ETn1 LIABILITY RT ER�xEamvE cmCERA+EMBER EXCLUDED Ify � rntler SPECULL PROVISIONS h,k w 16620401 7/112005 7h/Z006 I X 1* STATU OTH- E L EACH ACCIDENT a 1 000 00 EL DISEASE EA EMPLOYE@ S 1 000 EL DISEASE POLICY LIMB S 1 000 00 OTHER C 'Profeslonal Liability 817166�6 i THfM05 1 711,2 I I 16 Ulm No LIRut $1 S00 ftductitsle DESCRIPTION OF OPERATIONS I LOCAT[ONS r VlaecllES I EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS Certificate holder is included as add'1 insured per SS 04 49 05 93 attached subject to 10 of premium r day notice Of cancellation for non-payment r_Ga-n9ICA r- kni_nPR CANCELLATION I I SHaua ANY OP TIE A DESCRMED POiICIEB Be CANCELLED BEFORE THE MUNRATION Huntington Beach Fire Department 2000 Main Street DATETHEREOF THE INUD14 INSURER VIRLLA)ffXaW.*kAIL 30 DAYSVlrRrrTEN i I Huntington Beach CA 92648- NOTICE TO THE cr RRTIn AOLDER NAME° TO THe LEFT XiOtili OO® AUTNORt� RISPRESENTATI ------ i -- ACORD 25 (2001108) 111 V ACORD UOKIPUKA IUM Tyoa 0 • THIS ENDORSEMENT CHANGES THE POLICY PLEASE ADDITIONAL INSURED— DESIGNATED PERSON OR This endorsement modifies insurance provided uncle BUSINESS LIABILITY COVERAGE FO SCHEDULE Name of Person or Organization THE CITY OF HUNTING-1 AGENTS OFFICERS AI` 2000 MAIN STREET HUNTINGTON BEACH Q Who is an insured in the BUSINESS LIABILITY COVEAGE FORM is amend person or organization shown in the Declarations but only with respect to lii3. of the named insured For Losses covered under the BUSINESS LIABILILTY COVERAGE of this other valid and collectible insurance which is available to the person or org Declarations as an Additional Insured SS 04 49 05 93 Printed in U S A. (NS) Copyright Hartford Fire Insurance Comp; t? IT CAREFULLY 1 ]N BEACH ITS ID EMPLOYEES k 92648 ed to included as an insured the bility ansing out of the operation olicy this insurance is primary to nization shown in the 1993 VATTENT-01 DUBR IMPORTANT If the certificate holder is an ADDITIONAL INSURED the policy(es) must on this certificate does not confer rights to the certificate holder in lieu of ; If SUBROGATION IS WAIVED subject to the terms and conditions of the require an endorsement A statement on this certificate does not confer nj holder in lieu of such endorsement(s) DISCLAIMER statement certain policies may the certificate The Certificate of Insurance on the reverse side of this form does not cons" a contract between the issuing insurer(s) authorized representative or producer and the certrfirbte holder nor does it affirmatively or negatively amend extend or alter the coverage afforded by tl}e policies listed thereon 0 1 0 RCA ROUTING HEET INITIATING DEPARTMENT Fire bepartrient SUBJECT RENEWAL OF AG EEMENTI WITH WITTMAN ENTERPRISES LLC FOR BILLING FOR EMERGENCY PARAMEDIC ANDAMBULANCE SERVICES COUNCIL MEETING DATE Ma 115, 2006 RCA ATTACHMENTS STATUS Ordinance (w/exhibits & legislative draft if applicable) Not Applicable Resolution (w/exhibits & legislative draft if applicable) Not Applicable Tract Map Location Map and/or other Exhibits I Not Applicable Contract/Agreement (w/exhibits if applicable) (Signed Ln full by the City Attorne) Attached Subleases Third Party Agreements etc (Approved as to form by City Attorne) Not Applicable Certificates of Insurance (Approved by the Clty Attorney) I Attached Financial Impact Statement (Unbud et over $5 000) j I Not Applicable Bonds (If applicable) I Not Applicable Staff Report (If applicable) I Not Applicable Commission Board or Committee Report (If applicable) I Not Applicable Findings/Conditions for Approval and/or Denial Not Applicable EXPLANATION FOR MISSING ATTACHMENTS REVIEWED I RETO RNED I I FORWARDED Administrative Staff I ( I > I I ( ) I Assistant ON Administrator (Initial) ( I ) I ( ) Administrator (Initial Clerk I EXPLANATION FOR RETURN OF ITEM I I I I RCA Author Cameron/Justen/Olson E RCA ROUTINGSHEET F I INITIATING DEPARTMENT Fire De artrnent SUBJECT RENEWAL OF AGREEMENT WITH WITTMAN ENTERPRISES LLC FOR BILLINGIAND COLLECTION OF FEES FOR EMER ENCY PARAMEDIC AND AMBULA CE SERVICES COUNCIL MEETING DATE Ma 1151 2006 RCA ATTACHMENTS STATUS Ordinance (w/exhibits & legislative draft if applicable) I Not Applicable Resolution (w/exhibits & legislative draft if applicable) Not Applicable Tract Map Location Map and/or other Exhibits Not Applicable Contract/Agreement (w/exhibits if applicable) (Signed Ln full by the City Attorney) Attached Subleases Third Party Agreements etc (Approved as to form by City Attorne) Not Applicable Certificates of Insurance (Approved by the City Attorney) � Attached Financial Impact Statement (Unbud et over $5 000) I Not Applicable Bonds (If applicable) I Not Applicable Staff Report (If applicable) Not Applicable Commission Board or Committee Report (If applicable) I Not Applicable Findings/Conditions for Approval and/or Denial I Not Applicable I EXPLANATION FOR MISSING ATTACHMENTS I I REVIEWED I RETURNED I I FORWARDED I Administrative Staff Assistant City Administrator (Initia City Administrator (Initial) Citv Clerk EXPLANATION F R RETURN OF ITEM -I I I �Q CITY OF HUNTING' 2000 MAIN STREET OFFICE OF THE CITY C JOAN L FLYNN CITY CLERK May 22 2006 Wittman Enterprises LLC Attn Corinne Wittman Wong CEO 21 Blue Sky Court, Ste A Sacramento CA 95828-1015 Dear Ms Wittman -Wong Enclosed for your records is a copy of the Professional Se' City of Huntington Beach and Wittman Enterprises LLC Paramedic and Ambulance Services Sincerely Joan L Flynn City Clerk JF pe Enclosure Agreement G followup agrmtltr BEACH CALIFORNIA 92648 LERK ices Contract between (Telephone 714-536 5227)