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Wittman Enterprises, LLC - 2009-05-04
S n, Council/Agency Meeting Held:© Deferred/Continued to: Ap rov d ❑ o dition IlyAp roved ❑ Denied `�City ClerkSignature Council Meeting Date: 5/4/2009 Department ID iRumber: FD 09 004 CITY OF HUNTINGTON BEACH REQUEST FOR CITY COUNCIL ACTION SUBMITTED TO: Honorable Mayor and Ci uncil Members SUBMITTED BY: Fred A. Wilson, City A f rator PREPARED BY: Duane Olson, Fire Chi SUBJECT: Renewal of Agreement with Wittman Enterprises, LLC for Billing of Emergency Paramedic and Ambulance Services Statement of Issue, Funding Source, Recommended Action, Alternative Action(s), Analysis, Environmental Status, Attachment(s) Statement of Issue: The Fire Department requests approval of the renewal of the attached three-year agreement (Attachment 1) with Wittman Enterprises, LLC for the billing of emergency paramedic and ambulance services. Funding Source: Funding is included in the FY 2008/2009 budget in the FireMed Administration business unit operating account currently as part of a three-year agreement at $825,000. Funding for subsequent years will be offset by revenue generated from billing for emergency medical services and will be submitted for City Council approval as part of the annual budget process. The three-year agreement is for a not -to -exceed amount of $920,000. 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 Wittman Enterprises, LLC and direct staff accordingly. Y� f REQUEST FOR CITY COUNCIL ACTION MEETING DATE: 5/4/2009 DEPARTMENT ID NUMBER: FD 09 004 Analysis: By utilizing an interagency agreement process that complies with Huntington Beach Municipal Code 3.03.080(b), Wittman Enterprises was selected after review of their agreement with the City of Cosumnes Community Service District Fire Department. Wittman Enterprises has over eighteen years experience in emergency medical service billing, and has provided this service for the Huntington Beach Fire Department paramedic and emergency ambulance transport service since 1993. The billing of these emergency medical services provided by Wittman Enterprises generates over five million dollars in annual revenue. Wittman Enterprises has a well -developed knowledge of fire department paramedic service and the ambulance billing industry. FireMed management staff has evaluated their billing operations in Sacramento and have been impressed with their quality workforce, advanced technology and continued commitment to excellent service. Their billing experience with local and state Medicare and MediCal agencies is invaluable to the City for procuring optimal revenue for emergency medical services. The Fire Department has an exceptionally high collection rate for emergency medical services. The integrity of Wittman's billing service is essential to protecting the City's emergency medical services revenue. Wittman Enterprises is a leader in providing excellent revenue to agencies across the country. The FY 2008/2009 budget includes funding in the FireMed Administration business unit operating account for this agreement. Funding for subsequent years of the three-year agreement will be submitted for City Council approval as part of the annual budget process. The three-year agreement is for a not -to -exceed amount of $920,000. For these billing services, Wittman Enterprises, LLC will charge 5.5% of net revenue collected on a per -month basis beginning June 1, 2009 through May 31, 2012. For the past sixteen years, Wittman Enterprises has provided an outstanding and consistent billing service with an exceptional rate of return for the Fire Department's emergency medical services program. Strategic Plan Goal: C-2 City Services: Provide quality public service with the highest professional standards to meet community expectations and needs, assuring that the city is sufficiently staffed and equipped overall. Environmental Status: None. -2. 4/23/2009 2:11 PM REQUEST FOR CITY COUNCIL ACTION MEETING DATE: 5/4/2009 DEPARTMENT ID NUMBER: PD 09 004 Attachment(s): -3- 4/16/2009 4:39 PM ATTACHMENT #1 l 2 � 4 5 6 7 � 9 D} 11 12 l3 14 \5 16 >7 18 ]0 20 21 22 23 24 25 26 27 ?8 29 � PROFESSIONAL," SERVICES CONTRACT BETWEEN,WITTMAN ENTERPRISES', LLC FOR BILLING SERVICES Table Of Contents Scope of Services --'----'--'---_........................ City Staff Assistance ....................... ....................................................................... 2 Ternn'Tkoc0fPerfornoaocc-----------'---.-------------2 , Compensation..... ......... ......................................... ..................................... 2 FIstraWork ....... ..................................................... -........................................... 2 Methodof Payment .............................. ........... ................. .............................. ....... � Disposition of Plans, Fstimates and Other Documents .................... ..................... ^3 Hold....-....... '................ __.............. ........ _,..3 Professional Liability ................................ �-''`=`'----r-^''`'.4' °----~---...........-- ' [ ,� Certificatew" -_�/_-,_' '-^'�''-.-"-'' _ .-........�5 '^--''^ ----'' Busioesu Associate Agreement ..... ................. ............. ................ -.................... i6 Independent Contractor ................................. ................. ...... -........................... 6 Termination of Agreement .................................................... ................................. 6 Assignment and Delegation ..... .............................. ..................................... ........ 6 .... ......... ... -....... ............. .... ---- ..................................... 7 City Employees and Officials ................................................................................. 7 Notices.................................................................... -.................. 7 Consent.................................................... ....................... ...................................... 8 ~-_.--...~------...—_--_.------.--.---.--.- --^_~_^- . .. . . . � ^' ' ^ `^ '~ 8 Section, u�uuungu ...............Interpretation . w of this Agreement .......-_---._,,-_-_~-__._'~_...`___-.8Duplicate . ~.... ......... ........................................ ............ ...... ---...... -.!} Immigration..-----------..----.-....................................................... Legal Services Subcontracting Prohibited ...................................................... ........ 4 A1too)cT'sFees ........................ ........ .......................................... ....... .................... 10 Survival........................ --............................... .................................................... ]A GoverningLaw ..... ........................................................................... ...................... 10 Signatories...... ............................................ ............................................... ........ ... 10 Entirety'..,- ................... ....................... ........ ......... ..................................... ......... 10 PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF'HUNTINGTON BEAC I I AND WITTMAN ENTERPRISES, LLC FOR BILLING SERVICES FOR EMERGENCY PARAMEDIC AND AMBULANCE SERVICE THIS AGREEMENT ("Agreement") is made and entered into by and between. the City of Huntington Beach, a municipal corporation of the State of Catiforilia,hereinafter referred to as "CITY, and WITTMAN ENTERPRISES, L,LC,. a Iiinited liability corporation hereinafter referred to as "CONSULTANT." 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. provisions of the Huntington Beach Municipal Code, Chapter 3.03, relatingtoprocurement of professiondl service contracts have been complied with; and CONSULTANT has been selected to perform these services, NOW, THEREFORE, it is agreed by CITY and CONSULTANT as follows: I . SCOPE OF SERVICES CONSULTANT shall provide all services as described in Exhibit "A,." which is attached hereto and incorporated into this Agreement by this reference. These services shall sornetirnes hereinafter be referred to as the "PROJECT."' CONSULTANT hereby designates Corinne Whittinan Wong who shall represent it and be its sole contact and agent in all consultations with CITY during the performance of this -- Agreement. 2, CITY STAFF ASSISTANCE CITY skall-assium a staff coordinator to work dire&lykX*,itb CONSULTANT in the performance of this Agreement. Z771 09-2006i' F" 67 , 1 TERM.TRIVIF OF PERFORMANCE Time is s: Of the essence, of this Agreement. The services of CONSUl JANT are to commence on Junc 1, 20,09 (the "Commencement Date"). This Agreement shall automatically terminate three (3) years from the Commencement Date, unless extended or sooner terininated as provided herein. All tasks specified in Exhibit "A" shall be performed.and completed =as outlined in Exhibit "A." This schcdule may be amended to benefit the PROJECT if mutually agreed to in writing by CITY..and:,C0N`StLTANT. In the event the. Commencement Date precedes the Effective Date, CONSULTANT shall be bound by all terms, and conditions as provided herein. 4. COMPENSATION In consideration of the perfori-nance of the services described herein, CITY agrees to pay CONSULTANT on a time and materials basis. at the, rates specified in Exhibit ",B," which is attached hereto .,and incorporated: byreference into 'this Agreement, a fee, including all costs and expenses,.not to exceed 5.5% of net collections, as set, forth in Exhibit "A.", includi ng all costs and expenses. When CITY ftilly implements an electronic pre -hospital care reporting system and all files are sent to CONSULTANT electronically, this fee will reduce to 5.25% of net collections, as set forth in Exhibit A(D), including all costs and expenses. 5. EXTRAVORK In the event CITY requires additional services not included in Exhibit "A" or changes in the scope of services described in Exhibit "A," CONSULTANT will undertake such %vork only after receiving written authorization from CITY. Additional compensation for such extra work shall be allowed only if the prior written approval of CITY is obtained. 6. METHOD OF PAYMENT CONSULTANT shall be paid pursuant to the term, s. of Exhibit "B.Tv 09-2006!33 1767 2 7. DISPOSITION OF PLANS, ESTIMATES AND OTHER DOCUMENTS CONSt"LTANT agrees that title to all materials prepared hereunder, including, without limitation, all original drawings, designs, reports, both field and office notices, calculations, computer code, language, data or pro -rams, maps, ffiernorand'a, letters and., other documents; shall belong to CITY, and, CONSULTANT shalt turn these materials Over to CITY uponexpiration or termination of this Agreement, or upon PROJECT completion, whichever shall occur first. These materials may be used by CITY as it sees fit. 8. 1 IOLD HARMLESS CONSULTANT hereby agrees to protect, defend, indemnify and .hold harmless CITY, its officers, elected or appointed qfficials, employees agents and Volunteers from and against any and all claims, damages, josses M expenses, judgments,Ae., ands, and defense costs (including, without limitation, costs and fees of litigation of every nature or liability of any kind or nature) arisim-, out of or in connection with CONS[JLTANT's (or CONSULTANT's subcontractors, if any) negligent (or alleged 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 lama e whi" h �caused �by the sole negligence or willful misconduct of c NNras ge e CITY. CONSULTANT will conduct all .defense at its sole costp, and expense and CITY shall approve selection of CONSULTANT's counsel. I This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as limitation upon the amount of indemnification to be provided by CONSULTANT. 9. PROFESSIONAL LIABILITY INSURANCE CONSULTANT shall obtain and furnish to CITY a professional liability" insurance policy covering the work performed by it hereunder. This policy shall provide coverage for CONSLJIA'ANT's professional liability, in an amount not less than One Million Dollars 3 ($ 1 000,000.00) per occurrence and in the aggregate. The. above -mentioned insurance shall not contain a self-insuted retenti 'On, "deductible" or any other similar form of limitation on the required coverage except with the express written consent< of 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 maintain similar insurance during the required extended period of coverage following 11ROJECT completion. If insurance is terminated for any reason, CONSULTANT agrees to purchase an extended reporting, provision of at least two years to reportclaims arising from work performed,in connection with this Agreement. If CONSULTANT fails or refuses toproduce ,or maintain the insurance required by this section or fails or refuses to furnish the CITY with required proof that insurance has been procured and is in force and paid for, the CITY shall have the right, at the CITY's election, to forthwith terminate this Agreement. Such termination shall not effect Consultant's right to be paid for its time and materials expended prior, to notification of termination. CONSULTANT waives the right to receive compensation and," agrees to indemnify the CITY for any work performed prior to approval ofinsurance:by the CITY. 10. CERTIFICATE OF INSURANCE Prior to commencing performance of the work hereunder, CONSULTANT shall fti-nisli to CITY a certificate of insurance subject to approval of the City Attorney evidencing the foregoing insurancecovera_ue as required by Agreement,,,the certificate shall: - !:� I I - - I I - z 09-2006,!" 1707 4 A. provide the name and,policy, number of each carrier and policy; B. state that the policy is currently in force; and C. shall promise that such policy shall not be suspended, voided or canceled by either party,, reduced in coverage or, in, limits except after thirty (30) days' prior written notice; however, ten,(10) days" prior written notice.Jn'the event of cancellation for nonpayinent.,of premium, CONTISULTANJ' shall maintain the foregoing insurance coverage in force until the work under this Agreement is fully completed and accepted by CITY. The requirement for carrying the foregoing insurance coverage shall not derogate from CONSULTANT's defense, hold harmless and indemnification, obligations as set forth in this A ,rcement. CITY or its: representative shall at all limes have the right to demand the original or a t copy of the policy of insurance. CONSULTANT shall pay, in a prompt and timely manner, the premiums on the insurance hereinabove required. 11. BUSINESS ASSOCIATE AGREEMENT CITY requires CONSULTANT to enter into and maintain aBusiness Associate agreement which provides for the protection of the privacy and socurily of health information under the Administrative 'Simplification requitements of the Health Insurance Portability and Accountability Act of 1996 and regulations promulgated thereunder ("HIPAA"), including but not limited to, the z::, Standards for Privacy of Individually Identifiable Health Information and 45 Code of Federal Regulations Pars 160 and 164. 12. INDEPENDENT CONTRACTOR CONSULTANT is, and, shall be, aciting at all times in the performance of this Agreement as an independent contractor herein and not as an employee of CITY. CONSULTANT shall secure at its otivn cost and expense, and be responsible for any and all payment of all taxes. 7 767 5 social security, state disability insurance compensation, unertiployrnent compensation and other payroll deductions f6r CONS U LTAN1'. and its officers agents and employees and all business, licenses, if any; in connection with the'PROJECT and/or theservices to be performed hereunder. 13. TERMINATION OF AGREEMENT All work required hereunder shall be performed in a good and workmanlike manner. CITY may terminate CONSULTANT's services hereunder at any time with or without cause, and whether or not the PROJECTis fully complete-. Anytermination of this Agreement by CITY shall be made in writing., notioe.of which shalfbe ddlivete&,to CONSULTANT as provided herein. h! the event of termination, all finished and unfinished documents exhibits, report, and evidence shall, at the option of CITY, become its property and shall be promptly delivered to it by CONSULTANT. 14. ASSIGNMENT AND DELEGATION This Agreement is a personal service contract and the work hereunder shall not be assigned, delegated or subcontracted, by CONSULTANT to any other person or entity without the prior express \,witten'con§ent of CITY. If an assignment, delegation or subcontract is..approved, all approved assignees, delegates and subconsultants must satisfy the insurance I requirements as set forth in Sections 9 and 10 hercinabove, 15. COPYRIGHTS/PATE.NTS CITY shall own all rights to any patent or copyright on any work-, item or material produced as a result ,of this Agree,nietit. 16. CITY EMPLOYEES AND OFFICIALS CONSULTANT shall employ no CITY official nor any regular CITY employee in the work performed PUTSUant to this Agreement. No officer or employee of CITY shall have any financial interest in this Agreement in violation of the applicable provisions of the Calif*omia Government Code. 09-'.00611767 17. NOTICES Any notices, certificates, or other communications hereunder shall be aiven. either by 11 1 personal delivery to CONSULTANT's agent (as designated in Section I hereinabove) or to ary as the situation shall warrant, or by enclosing the sarne in a sealed envelope, postage prepaid, and depositing the samelin, the United States Postal Service, to the addresses specified below. CITY and CONSULTANT may designate different addresses to which subsequent notices, certificates or other communications will be sent by notifring the other party via personal delivery, a reputable overnight carrier or U. S. certified mail-returii receipt requested. 0 CH`y: TO CONSULTANT: City of 1- luntington Beach Wittman Enterprises, LLC ATTN: Fire Chief Attn: Corinne Wittman Wong, CEO 2000 Main Street 21,KBILIel Sky Court, Suite A Huntington Beach, CA 92648 Sacramento, CA 95,828-1015 18. CONSENT When CITY's consent/approval is required under this Agreement, reeme, its C� consent/approval for one transaction or event shall not be deemed to be a consent/approval to any subsequent occurrent e. of the same or any other transaction or event. 19. MODIFICATION No waiver or modification cif any language in this Agreement shall be valid unless in v,rriting and duty executed by both parties. I w 20� SECTION HEADINGS The titles., captions, section, paragraph and subject headings, and descriptive phrases at the begirming of the various sections: in this Agreement are merely descriptive and we included solely for convenience of reference only and are not representative of matter-, included or excluded 01) -2 0003 176 1 7 from such provisions, and do not interpret, define, limit or describe, or construe the intent of the parties or affect the construction or interpretation of, Y of this Agreement. ,in provision 21. INTERPRETATION OFTHIS AGREEMEN"r The language., of. all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any 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 it validate or affect the remaining 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 context so indicate-, or requires. Nothing contained herein shall be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any provision contained herein and any present, or future statute, 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 herebyaffectedshall 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 t, Z� date of its execution and delivery, be,deemed an original. Each: duplicate original shall be deemed an original instrument as against any party who has signed it. Oc)w2.006/3 1767 8 23. 11MIMIGRATION CONS(JLTANT shall be responsible for full compliance with the immigration and naturalization laws of the United States and shall, in particular, comply with the provisions of the United States Code regarding employment verification. 24. LEGAL SERVICES SUBCQNTRACTING PROHIBITED CONSULTANT and, CITY agree. that CITY is not liable for payment of any subcontractor work- involving legal services, and that such legal services are expressly outside the scope of services contemplated hereunder. CONSULTANT understands that pursuant to Huntington Beach C'ity Charter Section 309, the City Attorney is the exclusives legal counsel for CITY; and CITY shall not be liable for payment of any legal, services expenses incurred by CONSULTANT. 25. ATTORNEY'S FEES In the event suit is brought by either party to construe, interpret and/or -enforce the terryis and/or provisions of this Agreement or to secure the performance hereof, each party shall bear its own attorney's fees, such that the prevailing party shall not be entitled to recover its attorney's fees from the nonprevailing party. 26. SURVIVAL Terms and conditions of this Agreement, which by their sense and context survive the expiration or termination of this Agreement, shall so survive. 27. GOVF'RNING LAW This Agreement shall be governed and construed in accordance with the laws of the State of California. 00-2006_- i 767 9 SIGNATORIES Each undersigned represents: and -warrants that its signature liereinbelow, has the power, authority and right to -bind their respective: parties to,,cach.,,of the terms of this Agreement, and shall 'indemnify CITY fully for'any-.irjurics of damages to CITY in the event that, such' authority or power is not, in fact, held by the signatory or is withdrawn. 1 I CONSULTANT's initials 29. ENTiRE"ry The parties acknowledge and agree that 1hey are entering into this Agreement freely and voluntarily following extensive arm's len t negotiAtio ZI gh _ . n,'and thateach has had the opportunity to consult with legal counsel prior to executing this Agreement. The parties also acknowledge and agree that no representations. Z:7 , inducements, promises, agreements or warranties, oral or otherwise, have been made by that party or anyone acting on that party's behalf, which are not embodied in this Agreement,.and that.that party has not executed this Agreement in reliance on any representation, !.inducement., promise, agreement, warranty,fact or circumstance not expressly set forth in this Agreement. This Agr eement, and, the. attached exhibits, contain the entire agreement between the parties respecting the subject matter of this Agreement, and supersede all prior understandings and aareeirients whether oral or in writing between the parties respecting the subject matter hereof. 10, EFFECTIVEDATE IN WITNESS WI - HEREOF,. the parties hereto have caused this Agreement to be executed by 0-2006/3 , 1767 10 and through their authorized officers'. This Agreement, shall be, effective onthe 'date of its approval by the City Councit. This Agreement shall expire when terminated,as.pfovided herein. WITTMAN ENTERPRISES, LLC CITY OF HUNTINGTON BEACH, municipal corporation of the. State of C a I I f091 Print rtame Mayor 1,,,TS:(circle o,,,c,).Chairnanfl"iesident,'VicePresidentie--o . ................... . ty CICT L AND 4ty - Clerk S1 By: INITIATED AND APPROVED: print namo ITS: (circleone�) Secretar��"(.',Iiiei'FirianciaI Officcr/Ass. Secretary - Treasurer(—/11--" Fire Chief TIE AM4041) APPROVED: Administrator APPROVEDASTO FORM: City Attorney Oc)--2006/3 1767 i 1111 i I I A. STATEMENT OF WORK: (Narrative, of work to,be,perfonned) Wittman Enterprises, LLC to provide all labor 'materials. tools, -equipment, services, and incidental and customary work necessary to fully and adequately 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, Med7Cal and, various medical insurance companies. B. CONSULTANT'S DUTIES AND, RESPONSIBILITIES: 1. Private Billing/Insurance: Prepare all invoices and follow-up mailings. Initial invoicing with both English and Spanish instructions will be on 8.5 x 11 inch billings and will be placed in envelopes, sealed and mailed, -postage prepaid. Initial invoicing occurs within three (3) days of receipt, of transport tickets. Toll -free 800 telephone number provided to patients. An initial telephone call will also be made at this time to elicit any insurance information from the patient or patient's family. If no answer received on this call, Wittman Enterprises, LLC will send an inquiry letter in addition to the initial invoice. Standard bill schedule will be as follows: Invoice- Immediately Statement,: 36 Days I s Past Due: 20 Days Final Dernand., 10 Days Exhibit A — Wittman "Enterprises 2. Medicare,j, Medi-Cal, Medi-Wdi- Wittrnan Efite 'ses; LLC'to pre paid all invoices and electronically convey to Medicare and Medi-Cal fiscal intermediaries. All secondary and coinsurance billing transferred to the appropriate secondary pay source and promptly billed to that source. 3. Workers' Compensation and Private Insurance: Wittman Enterprises, LLC to bill private insurance,, supplemental insurance, secondary insurance and Workers' Compensation. billed according to specific require a exits., Electronic billing of insurance companies is performed where appropriate. Any correspondence for additional information or follow up necessary to secure insurance payments will be performed by Wittman Enterprises, LLC. 4. Delinquent Claim Handling: Patients with claims aging over 45 days will be contacted by telephone' for payment arrangements. Wittman Enterprises, LLC will utilize installment billing,as allowed by the Huntington Beach Fire department in cases of financial hardship. Telephone follow up will continue until payment in full is received or account is dismissed by the Huntington Beach Fire Department to an outside collection agency. Before an account can be written off toanoutside, collection, agency, the,fallowingproced.ulres must have been completed: a. Bill Schedule has been completed b. Utilization of all appropriate follow up letters c. Alternate contacts have been used d. Attempts to locate correct address and telephone numbers with the Haines Directory and Ac'curint.com e, Hospital contacted for better information 2 Exhibit A -- Wittman Enterprises f. Medi-Cal eligibility is re -verified 5. Receipts Processing: Wittman, Enterprises, LLC will receive copies of payments posted by the City of Huntington Beach and post those ',payments , to the correct patient accountwithin one (1) day of receipt. 6. Reports: Monthly, Wittman Enterprises, LLC will perform accurate month, end, close procedures that will result in the following reports: 7. Source Documents: Wittman Enterprises, LLC will retain all source documents including attachments, for seven (7) full years. When service contract is terminated., all source documents ate 4estroved, as duplicates or returned to the Huntington Beach Fire Department at shared shippingcosts. a. Monthly Ticket Survey b. Monthly Cash Receipts Journal c. Monthly Receivables Aging d. . AdH6c Reports customized to client needs 8. , Customer Survey Form: WittinastEnterpfises, LLC Will be responsible for ensuring that the Huntington Beach Fire Department's Customer Survey Form is mailed in the manner as directed by the Fire Department. 9. Statute Compliance: Wittman Enterprises, LLC is required to meet federal/state guidelines for CMS programs and must confirm in all respects to all federal, state and local laws, ordi I hah6es and, regulations, including all HIPAA requirements regarding protected health information. C. CITY'S DUTIES AND RESPONSIBILITIES: 3 Exhibit A — Wittman Enterprises 1. Submit necessary transport information, including any pay source information and patient condition, to Wittman Enterprises, LLC for billing, purposes. 2, forward to Wittman Enterprises, LLC all necessary information relating to patient treatment, transport services, payments and patient eligibility. 3. Notify Wittman Enterprises, LLC of any accounts that require special attention. 4. Obtain signature of patient, or authorized representative, on transport ticket when available. 5. Provide patient's Social Security number when available. 6. Within 30 days of receiving the monthly itemized statement for services rendered by Wittman Enterprises, LLC, review and pay all approved charges thereon. 7. The FireMed Coordinator, who administers this agreement,, will verify compliance of the consultant's responsibilities. D. FFFS: 1. Wittman Enterprises, LLC will charge 5.5% of Net Collections (collections minus refunds) on a per -month basis. 2. When the Huntington Beach Fire Department fully implements an electronic prehospital,patient care reporting system And all fides are sent electronically to Wittman Enterprises, LLC, this fee will be reduced to 5.25% of Net Collections on a per -month basis. In E_xhibit A — Wittmail LTiterpTises Payment Schedule 1. Charges for time during travel are normally not reimbursable and will only be paid if such time is actually used in perfort-ning services for CITY and is authorised in advance with CITY. 2. CONSULTANT shall, be entitled to, payments in accordance to the contingency fee schedule set forth below: In consideration of the performance of the services described herein, CITY agrees to pay CONSULTANTon a time and materials basis 5.5% of net collections, as set forth in the scope of work specified in Exhibit "A", including all costs and expenses. When CITY fully implement,-, an electronic pre -hospital care reporting system and all files are sent to CONSIiTANT electronically, this fee will reduce to 5.25% of net collections, as set forth in Exhibit "A". including allcosts and expenses. 3. Delivery of workproduct: A copy of every rnemora'ndum, letter,,report, callculation and other documentation prepared by CONSULT I ANT shall besubmitted to CITY to demonstrate progress toward completion of tasks. In the event CITY rejects or has,cornments on any such product, CITY shall identify specific requirements for satisfactory completion. 4. CONSULTAN,r shall submit to CITY an invoice for each progress payment due. Such invoice shall: I ) Reference this Agreement; 2) Describe the services performed; 3) Show the total amount of the payment due; Upon submission of any such invoice, if CITY is satisfied that CONSULTANT. is making satisfactory progress toward completion of tasks in accordance, with this Agreement, CITY shall approve the invoice, in which event payment shall be made within thirty (30), days of receipt of the invoice by crry. Such approval shall not be unreasonably withheld. If CITY does not approve an invoice, CITY shall notify CONSULTANT in writing of the reasons for non -approval and the schedule of performance set forth in Exhibit "A" may at the option of CITY be suspended until the parties agree that past performance by CONSULTANT is in, or has been brought into compliance, or until this Agreement has expired or is terminated as provided herein. 5. Any billings for extra work or additional services. authorized in advance and in writing by CITY shall be 'invoiced separately to CITY. Such invoice shall contain all of the information required above., and in addition shall list the hours expended and: hourly rate charged for such time. Such invoices shall be approved by CITY if the work performed is in accordance with the extra work or additional services requested, and if CITY is satisfied that the statement of hours worked and costs incurred is accurate. Such approval shall not be unreasonably withheld. Any dispute between the parties concerning payment of such an invoice shall be treated as separate and apart from the ongoing performance of the remainder of this Agreement. 'Impicontracu, group/exB- 1 /1,22109 HIPAA BUSINESS ASSOCIATE AGREEMENT This Agreement ("Agreement") is entered into by and between Wittman Enterprises, LLC ("Business Associate") and City of Huntington Beach Fire Department ("Covered Entity"). RECITALS WHEREAS, Business Associate performs functions, activities, or services for, or on behalf of Covered Entity, and Business Associate receives, has access to or creates Health. Information in order to perform such functions, activities or services; WHEREAS, Covered Entity is subject to the Administrative Simplification requirements of the Health Insurance Portability and Accountability Act of 1996 and regulations promulgated there under ("HIPAA"), including but not limited to, the Standards for Privacy of Individually Identifiable Health Information, 45 Code of Federal Regulations Parts 160 and 164; and WHEREAS, HIPAA requires Covered Entity to enter into a contract with Business Associate to provide for the protection of the privacy and security of Health Information, and HIPAA prohibits the disclosure to or use of Health information by Business Associate if such a contract is not in place. AGREEMENT NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties agree as follows: ARTICLE I DEFINITIONS 1.1 "Disclose" and "Disclosure" mean, with respect to Health Information, the release, transfer, provision of access to, or divulging in any other manner of Health Information outside Business Associate's internal operations or to other than its employees. 1.2 "Health Information" means information that (a) relates to the past, present or future physical or mental health or condition of an individual; the provision of health care to an individual, or the past, present or future payment for the provision of health care to an individual; (b) identifies the individual (or for which there is a reasonable basis for believing that the information can be used to identify the individual); and (c) is received by Business Associate from or on behalf of Covered Entity, or is created by Business Associate, or is made accessible to Business Associate by Covered Entity. 1.3 "Privacy Regulations" means the Standards for Privacy of Covered Individually Identifiable Health Information, 45 Code of Federal Regulations Parts 160 and 164, promulgated under HIPAA. 1.4 "Services" means the services provided by Business Associate pursuant to the Underlying Agreement(s), or if no such agreement(s) are in effect, the services Business Associate performs with respect to the Covered Entity. 1.5 "Underlying Agreement" means the services agreement executed by the Covered Entity and Business Associate, if any. 1.6 "U_se" or "Uses" mean, with respect to Health Information, the sharing, employment, application, utilization, examination or analysis of such Health Information within Business Associate's internal operations. ARTICLE II OBLIGATIONS OF BUSINESS ASSOCIATE 2.1 Initial Effective Date of Performance. The obligations created under this Agreement shall become effective on April 14, 2003. 2.2 Permitted Uses and Disclosures of Health Information. Business Associate is authorized to and shall: a. Use and Disclose Health Information as necessary to perform Services for, or on behalf of Covered Entity: b. Use Health Information to create aggregated or de -identified information (in accordance with the requirements of the Privacy Regulations); C. Use or Disclose Health Information (including aggregated or de -identified information) as otherwise directed by Covered Entity provided that Covered Entity shall not request Business Associate to Use or Disclose Health Information in a manner that would not be permissible if done by Covered Entity. Business Associate shall not Use Health Information for any other purpose, except that if necessary, Business Associate may Use Health Information for the proper management and administration of Business Associate or to carry out its legal responsibilities; provided that any Use or Disclosure described herein will not violate the Privacy Regulations or California law if done by Covered Entity. Except as otherwise limited in this Agreement, Business Associate may Disclose Health Information for the proper management and administration of the Business Associate, provided. that with respect to any such Disclosure either (a) the Disclosure is required by law (within the meaning of the Privacy Regulations) or (b) the Disclosure would not otherwise violate California law and Business Associate obtains reasonable written assurances from the person to whom. the information is to be Disclosed that such person will hold the information in confidence and will not Use or further Disclose such information except as required by law or for the purpose(s) for which it was Disclosed by Business Associate to such person, and that such person will notify Business Associate of any instances of which it is aware in which the confidentiality of the information has been breached. 2.3 Adequate Safeguards for Health Information. Business Associate warrants that it shall implement and maintain appropriate safeguards to prevent the Use or Disclosure of Health information in any manner other than as permitted by this Agreement. 2.4 Mitigation. Business Associate agrees to mitigate, to the extent practicable, any harmful effect that is known to Business Associate of a Use or Disclosure of Health Information by Business Associate in violation of the requirements of this Agreement. 2.5 Reporting Non -Permitted Use or Disclosure. Business Associate shall report to Covered Entity each Use or Disclosure that is made by Business Associate, its employees, representatives, agents or subcontractors that is not specifically permitted by this Agreement of which Business Associate becomes aware. The initial report shall be made by telephone call to the Covered Entity within forty-eight (48) hours from the time the Business Associate becomes aware of the non -permitted Use or Disclosure, followed by a written .report to covered Entity no later than five (5) days from the date the Business Associate becomes aware of the non -permitted Use or Disclosure. 2.6 Availability of Internal Practices, Books and Records. Business Associate agrees to make its internal practices, books and records relating to the Use and Disclosure of Health Information available to the Secretary of the U.S. Department of Health and Human Services ("Secretary"), for purposes of determining Covered Entity's compliance with the Privacy Regulations. 2.7 Access to and Amendment of Health Information. Business Associate shall, to the extent Covered Entity determines that any Health Information constitutes a "designated record set" under the Privacy Regulations, (a) make the Health Information specified by Covered Entity available to Covered Entity or to the individual(s) identified by Covered Entity as being entitled to access and copy that Health Information, and (b) make any amendments to Health Information that are requested by Covered Entity. Business Associate shall provide such access and make such amendments within the time and in the manner specified by Covered Entity. 2.8 Accounting of Disclosures. Upon Covered Entity's request, Business Associate shall provide to Covered Entity an accounting of each Disclosure of Health Information made by Business Associate or its employees, agents, representatives or subcontractors as required by the Privacy Regulations. For each Disclosure that requires an accounting under this Section 2.8, Business Associate shall track the information required by the Privacy Regulations, and shall securely maintain the information for six (6) years from the date of the Disclosure. 2.9 Use of Subcontractors and Agents. Business Associate shall require each of its agents and. subcontractors that receive Health Information from Business Associate to execute a written agreement obligating the agent or subcontractor to comply with all the terms of this Agreement with respect to such Health Information, ARTICLE III. OBLIGATIONS OF COVERED ENTITY 3.1 Privacy_ Notice. Covered Entity shall notify Business Associate of any limitation(s) in Covered. Entity's notice of privacy practices to the extent such limitation(s) may affect Business Associate's Use or Disclosure of Health Information. ARTICLE IV TERM AND TERMINATION 4.1 Term. Subject to the provisions of Sections 4.2 and 4.3, the term. of this Agreement shall be the term of the Underlying Agreement(s). 4.2 Termination for Cause. Upon Covered Entity's knowledge of a material breach of this Agreement by the Business Associate, Covered Entity shall either: a. notify Business Associate of the breach in writing, and provide an opportunity to cure the breach or end the violation within ten (10) business days of such notification; provided that if Business Associate fails to cure the breach or end the violation within such time period to the satisfaction of Covered Entity, Covered Entity shall have the right to immediately terminate this Agreement and the Underlying Agreement(s) upon written notice to Business Associate; b. upon written notice to Business Associate, immediately terminate this Agreement and the Underlying Agreement(s) if Covered. Entity determines that such breach cannot be cured; or C. if Covered Entity determines that neither termination nor cure is feasible, the Covered Entity shall report the violation to the Secretary. 4.3 Termination for Breach of Section 5.2. Covered Entity may terminate the Underlying Agreement(s) and this Agreement upon thirty (30) days written notice in the event (a) Business Associate does not promptly enter into negotiations to amend this Agreement when requested by Covered Entity pursuant to Section 5.2 or (b) Business Associate does not enter into an amendment to this Agreement providing assurances regarding the safeguarding of Health Information that the Covered Entity, in its sole discretion, deems sufficient to satisfy the standards and requirements of HiPAA. 4A Disposition of Health Information Upon Termination or Expiration. Upon termination or expiration of this Agreement, Business Associate shall either return or destroy, in Covered Entity's sole discretion and in accordance with any instructions by Covered Entity, all Health Information in the possession or control of Business Associate and its agents and subcontractors. In such event, Business Associate shall retain no copies of such Health Information. However, if the Business Associate determines that neither return nor destruction of Health Information is feasible, Business Associate shall notify Covered Entity of the conditions that make return or destruction infeasible, and may retain Health Information provided that Business Associate (a) continues to comply with the provisions of this Agreement for as long as it retains Health Information, and (b) further limits Uses and Disclosures of Health Infonnation to those purposes that make the return or destruction of Health Information infeasible. ARTICLE V MISCELLANEOUS 5.1 Indemnification. Notwithstanding anything to the contrary in the Underlying Agreement(s), at Business Associate's expense, Business Associate agrees to indemnify, defend and hold harmless Covered Entity and Covered Entity's employees, directors, officers, subcontractors or agents (the "Indemnities") against all damages, losses, lost profits, fines, penalties, costs or expenses (including reasonable attorneys' fees) and all liability to third parties arising from any material breach of this Agreement by Business Associate or its employees, directors, officers, subcontractors, agents or other members of Business Associate's workforce. Business Associate's obligation to indemnify the Indemnities shall survive the expiration or termination of this Agreement for any reason. 5.2 Amendment to Comply with Law. The parties acknowledge that state and federal laws relating to electronic data security and privacy are rapidly evolving and that amendment of this Agreement may be required to provide for procedures to ensure compliance with such developments. The parties specifically agree to take such action as is necessary to implement the standards and requirements of HIPAA and other applicable laws relating to the security or confidentiality of Health Information. The parties understand and agree that Covered Entity must receive satisfactory written assurance from Business Associate that Business Associate will adequately safeguard all Health Information that it receives or creates on behalf of Covered Entity. Upon Covered Entity's request, Business Associate agrees to promptly enter into negotiations with Covered Entity, concerning the terms of any amendment to this Agreement embodying written assurances consistent with the standards and requirements of HIPAA or other applicable laws. 5.3 Relationship to Underlying_ Aareemengs) Provisions. In the event that a provision of this Agreement is contrary to a provision of an Underlying Agreement(s), the provision of this Agreement shall control. Otherwise, this Agreement shall be construed under, and in accordance with, the terms of such Underlying Agreement(s), and shall be considered an amendment of and supplement to such Underlying Agreement(s). 5.4 Modification of Agreement. No alteration, amendment, or modification of the terms of this Agreement shall be valid or effective unless in writing and signed by Business Associate and Covered Entity. 5.5 Non -Waiver. A failure of any party to enforce at any time any term, provision or condition of this Agreement, or to exercise any right or option herein, shall in no way operate as a waiver thereof, nor shall any single or partial exercise preclude any other right or option herein. In no way whatsoever shall a waiver of any term, provision or condition of this Agreement be valid unless in writing, signed by the waiving party, and only to the extent set forth in such writing. 5.6 Agreement Drafted By Ali Parties. This Agreement is the result of arm's length negotiations between the parties and shall be construed to have been drafted by all parties such that any ambiguities in this Agreement shall not be construed against either party. 5.7 Sever ability. If any provision of this Agreement is found to be invalid or unenforceable by any court, such provision shall he ineffective only to the extent that it is in contravention of applicable laws without invalidating the remaining provisions hereof. 5.8 Section Headinss. The section headings contained herein are for convenience in reference and are not intended to define or limit the scope of any provision of this Agreement. 5.9 No Third Party Beneficiaries. There are no third party beneficiaries to this Agreement. 5.10 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and will become effective and binding upon the parties as of the effective date at such time as all the signatories hereto have signed a counterpart of this Agreement. t 5.11 Notices. Any notices required or permitted to be given hereunder by either party to the other shall be given in writing: (1) by personal delivery; (2) by electronic facsimile with confirmation sent by United States first class registered or certified mail, postage prepaid, return receipt requested; (3) by bonded courier or by a nationally recognized overnight delivery service; or (4) by United States first class registered or certified mail, postage prepaid, return receipt requested, in each case, addressed to: If to Business Associate: Wittman Enterprises, LLC 21 Blue Sky Court Sacramento, CA 95828 Attn: Privacy Officer If to Covered Entity: City of Huntington Beach Fire Department 20114 Main Street, 5th .Floor Huntington Beach, Ca 92648 Attn: Jane Cameron (714) 536-5411 or to such other addresses as the parties may request in writing by notice given pursuant to this Section 5.12. Notices shall be deemed received on the earliest of personal delivery; upon delivery by electronic facsimile with confirmation from the transmitting machine that the transmission was completed; twenty-four (24) hours following deposit with a bonded courier or overnight delivery service; or seventy-two (72) hours following deposit in the U.S. Mail as required herein. 5.1.2 Applicable Law and Venue. This Agreement shall be governed by and construed in accordance with the internal laws of the State of California (without regard to principles of conflicts of laws). The parties agree that all actions or proceedings arising in connection with this Agreement shall be tried and litigated exclusively in the state or federal (if permitted by law and a party elects to file an action in federal court) courts located in Orange County. This choice of venue is intended by the parties to be mandatory and not permissive in nature, and to preclude the possibility of litigation between the parties with respect to, or arising out of, this Agreement in any jurisdiction other than that specified in this Section 5.12. Each parry waives any right it may have to assert the doctrine of forum non -convenience or similar doctrine or to object to venue with respect to any proceeding brought in accordance with this Section 5.12. 5.13 Interpretation.. Any ambiguity in this Agreement shall be resolved to permit Covered Entity to comply with the Privacy Regulations. IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the date stated above. COVERED ENTITY BUSINESS ASSOCIATE By. By: Printed Name: Dune S . Olson . Printed Name: Dona Wittman Title: Acting Fire Chief Title: President Dated: Iq la /"'/01-6 0 3 Dated: APP OVED AS TO FORM _ 12 MCityAtbormw By Lennie Mul- ill Deputy City AtEonw 1. Date: 3/30/2009 3. Department: Fire 5. Name of consultant: CITY OF HUNTINGTON BEACH Professional Service Contracts Purchasing Certification 2. Contract Number: FIR Q6Z 4. Requested by: Jane Cameron Wittman Enterprises LLC 6. Attach the written statement of the specification, conditions, and other requirements for the requested services provided to solicited consultants. contract attached 7. Amount�f the contract: $ 3 year contract - 1st yr: $300,000; 2Id yr: $305,000; 3rd yr: $315,000 5 -1 /v o"e— ail GoG G G � OAS 8. Are sufficient funds available to fund this contract. ® Yes ❑ No 9. Is this contract generally �d scribed on the list of professi7nal service contracts approved by the City Council?' TYes LK No 10. Business Unit and Object Code where funds are budgeted: 10065401.69505 11. Is this contract less than $50,000? ❑ Yes ® No 12. Does this contract fall within $50,000 and $100,000? ❑ Yes ® No 13. Is this contract over $100,000? ® Yes ❑ No (Note: Contracts requiring City Council Approval need to be signed by the Mayor and City Clerk. Make sure the appropriate signature page is attached to contract.) 14. Were formal written proposals requested from at least three available qualified consultants? ❑ Yes ® No 15. Attach list of consultants from whom proposals were requested (including a contact telephone number). Using interagency transaction, ,/� �� �t/ifS ax5 xleO Tffj�oGlEi� �e— S, 03.e Zo C6> 16. Attach proposed scope of work. attached 17. Attach proposed payment schedule. attached Departfnent Head Signature 1. If the answer to this question is "No," the contract will require approval from the City Council. AGREEMENT FOR PROFESSIONAL AMBULANCE BILLING SERVICES BETWEEN COSUMNES COMMUNITY SERVICES DISRTICT AND WITTMAN ENTERPRISES, LLC This agreement is made and entered into this day of'JL— L-2008 ("Agreement"), by and between, Cosumnes Community Services District, hereinafter Ireferred to as "Provider," and Wittman Enterprises, LLC, hereinafter referred to as "W.E." Provider and W.E. are sometimes referred to individually as "Party" and collectively as "Parties". RECITALS WHEREAS, Provider desires to use the billing service offered by W.E. an independent contractor, as its agent for the purpose of performing the services described in Appendix A to this agreement. WHEREAS, concurrently with entering into this Agreement, the parties have agreed to also enter into the HIPAA Business Associate Agreement ("HIPAA Agreement"), attached hereto and incorporated by this reference as though fully set forth herein; and WHEREAS, this agreement is the "UNDERLYING Agreement" as defined by and referenced in the HIPAA Agreement. WITNESSETH: That the parties hereto have mutually covenanted and agreed as follows: 1. TERM: This agreement shall commence on the date it is executed by W.E. and Provider and it shall continue in full force and effect until it is terminated by either party, giving thirty (30) days advance written notice to the other parry. 2. SCOPE OF SERVICES: W.E. will perform services as set forth in Appendix A of this agreement. Provider understands and agrees that W.E. shall be the exclusive provider for EMS , billing services for Provider during the term of this Agreement. Provider understands, agrees to, and accepts that W.E. has no responsibility or obligation for determining the accuracy of any claims made to governmental agencies, and that W.E. relies on Provider for making any such claims on documentation. All services provided pursuant to this agreement shall be subject to the terms and conditions of the HIPAA Agreement. To this extent there is any conflict between the provisions of this agreement and the provisions of the HIPAA Agreement, the HIPAA Agreement will control, as set forth in Section 5.3 of the HIPAA Agreement. W.E. shall not subcontract any portion of the services set forth in this Agreement or Appendix A without the prior written approval of the Provider which approval shall not be unreasonably withheld, delayed or conditioned. Provider hereby approves of W.E. outsourcing (i.e., subcontracting) its printing and skip tracing services to its normal and customary subcontractors. 3. COMPENSATION AND PAYMENT: W.E. will provide the billing services as stated for a fee as outlined in Appendix A. W.E. will invoice Provider at the end of each month. Invoices are payable upon receipt and shall be deemed late if not received by W.E. within thirty (30) calendar days of the invoice date. 4. FINANCE CHARGE: Account balances more than forty-five (45) days old are subject to a monthly interest charge of 1.5%. 5. AGENCY RELATIONSHIP: W.E. is an independent billing service contractor and Provider specifically designates W.E. as its agent for the purpose of performing the services described in Appendix A to this agreement. W.E. and Provider agree that the intermediaries for Medicare and Medi-Cal may accept claims prepared and submitted by W.E. on behalf of Provider only so long as this agreement remains in effect. 6. PERFORMANCE MONITORING: W.E. agrees to allow Provider, or any agent or Consultant designated by Provider in writing, to monitor audit, review, examine, or study the methods, procedures and results of the billing and collection methods used. 7. COMPLYING WITH THE LAW: W.E. shall adhere to all applicable state and federal laws and regulations in effect during the term of this Agreement. 8. INSURANCE: W.E. will maintain in force throughout the term of this agreement the following insurance: A) Commerical General Liability Insurance, $3,000,000 aggregate, B) Professional liability insurance, $1,000,000 C) Workers Compensation insurance, $3,000,000. 9. INDEMNIFICATION AND HOLD HARMLESS: W.E. hereby agrees to indemnify, defend, and hold harmless Provider, its officers and employees from and against any and all liability, including any claim of liability and any losses or costs (including reasonable attorneys' fees) arising out of the solely negligent or intentional act, recklessness or gross negligence of W.E. its officers, or employees. Provider agrees to defend, indemnify and hold W.E. and its officers, and employees harmless from and against any and all claim, actions, damages, expenses (including reasonable attorneys fees), losses or liabilities asserted against W.E. its officer or employees as a result of this Agreement; provided, however, that such duty to defend indemnify and hold harmless shall. not apply to any claim or liability to the extent caused by the sole active negligence, willful misconduct, gross negligence or violation of applicable state or federal law or regulation by W.E., its officers or employees. 10. W.E. LIMITED LIABILITY: W.E. shall use due care in processing the claims of the Provider, but W.E. will be responsible only to the extent of correcting any errors which occur 2 within W.E.'s reasonable control; such errors will be corrected at no additional charge to Provider. This liability of W.E. with respect to this Paragraph shall in any event be limited to the total compensation for the services provided under this Agreement, with the exception of any costs to the extent arising out of the willful misconduct, gross negligence or violation of applicable state or federal law or regulation by W.E., its officers or employees, and shall not include any contingent liability, regardless of the form of action. 11. W.E. SERVICES AND RESPONSIBILITIES: W.E. shall perform the following services for Provider, and as more fully set forth in Appendix A. (a) screen, prepare, and submit claims to any and all payors including but not necessarily limited to individual persons, Medicare intermediaries, insurance carriers, companies, government and quasi -government agencies and any other source of pay for ambulance. (b) track and trace all claims submitted, (c) resubmit or otherwise resolve denied or disallowed claims, (d) retain all source documents for 72 months, (e) provide adequate precautions to protect confidentiality of patient records in accordance with applicable state law, and (fl timely submit claims, predicated upon normal working conditions and subject to adjustment at any time in the event of any cause or causes beyond the control of W.E. (g) conduct all contact and correspondence with beneficiaries or responsible parties. 12. PROVIDER RESPONSIBILITIES: Provider shall have the following responsibilities to W.E. (a) Provide W.E. with the proper documentation necessary to prepare claims and reach final adjudication, (b) Provide W.E. with any correspondence from the fiscal intermediaries, insurance, attorneys, patients in order for W.E. to perform proper follow up of outstanding billings and proper posting and tracking of accounts receivable. (c) Obtain patient signature or patient representative signature on trip ticket, or indicate why unable to obtain signature. 13. DISPUTES: Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration rules and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Civil Code of Procedure 1283.05 is incorporated into the discovery provisions of CCP § 1283 in all issues arising out of or relating to this Agreement, or the breach thereof. This Agreement shall be governed by and construed in accordance with the laws of the State of California. Venue and Jurisdiction in connection with a dispute arising from the subject matter of this Agreement shall be in the Superior Court of Sacramento County (except as provided above with respect to arbitration). If the services of an attorney are required by a Party to secure the performance of this Agreement or otherwise upon the breach or default of the other Party, or if any judicial remedy or arbitration is necessary to 3 enforce or interpret any provision of this Agreement or the rights and duties of any person in relation thereto, the prevailing party shall be entitled to reasonable attorneys' fees, costs and other expenses, in addition to any other relief to which such party may be entitled. Notwithstanding Paragraph 1, should either Party fail to prosecute, deliver or perform the services set forth in this Agreement or is in breach of any of the terms or conditions set forth in this Agreement and that Party does not diligently cure or remedy such failure or breach within a reasonable period of time after such Party receives notice of such failure or breach, the other Parry may terminate this Agreement upon delivery of written notice at least five (5) days prior to the termination date. 14. CONTINUATION DURING DISPUTES: W.E. and Provider agrees that, notwithstanding the existence of any dispute between the parties, insofar as possible under the terms of the Agreement to be entered into, each party will continue to perform the obligations required of it during the continuation of any such disputes, unless the Parties are enjoined or prohibited by any court or either Party terminates this Agreement pursuant to Paragraphs 1 or 13. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of the Agreement shall continue in full force and effect and shall in no way be impaired or invalidated. 15. EXCUSE OF NON-PERFORMANCE: Neither party shall be liable for damages to the other party for failure of performance under the terms of this Agreement in the event that party's performance is prevented or made unreasonably difficult or costly by any labor dispute beyond control of the party, war, governmental action, looting, vandalism, earthquake, fire, flood, or any other natural occurrence. 16. DISENGAGEMENT AGREEMENT: Upon termination of the contract, Wittman Enterprises, LLC will continue to perform billing services to the date agreed upon as the termination date. W.E_ will return to Provider all previously retained source documents, along with a full accounting of outstanding accounts receivable at the Provider's expense. All documents prepared by W.E. for or on behalf of the Provider shall be and remain the property of Provider. Provider reserves the right to reuse all or part of any documents at Providers sole discretion and is not bound by this Agreement to employ the services of W.E. if such documents are reused. Upon termination of the contract, W.E. shall be entitled to receive its fees on accounts billed by W.E_ (but not fully collected) at the time of such termination. W.E.'s fees for such unpaid billings shall be based on the historical collection performance (on a percentage basis) of the subject accounts. 17. NOTICE: All notices, consents, approvals and requests required or permitted hereunder shall be given in writing and shall be effective for all purposes if hand delivered or sent by (a) certified or registered United States mail, return receipt requested, postage prepaid, or (b) expedited prepaid delivery service, either commercial or United States Postal Service, with proof of attempted delivery, addressed to the Parties as set forth below, or at such other addresses designated from time to time by a Party. A notice shall be deemed to have been given: in the case of hand delivery, at the time of delivery; in the case of registered or certified mail, when 4 delivered or the first attempted delivery on a business day; or in the case of expedited prepaid delivery, upon the first attempted delivery on. a business day. W.E.. Corinne Wittman -Wong, CEO Wittman Enterprises, LLC 21 Blue Sky Court Suite A Sacramento, CA 95828 Provider: Cosumnes CSD Fire Department 8812 Elk Grove Blvd. Elk Grove, CA 95624 18. ENTIRETY: Any of the terms or conditions of this Agreement may be waived at any time by the party entitled to the benefit thereof, but no such waiver shall affect or impair the rights of the waiving party to require observance, performance or satisfaction either of that term or condition as its applies on the subsequent occasion or of any other term or condition hereof. Nothing in this Agreement, whether express or implied is intended to confer any rights or remedies under or by reason of this Agreement on any persons other than the parties to it and their respective successors and assigns, nor is anything in this Agreement intended to relieve or discharge the obligation or liability of any third persons to any party to this Agreement nor shall any provision give any third persons any rights of subrogation or action over against any party to this Agreement. This agreement sets forth the entire understanding of the parties with respect to the subject matter herein. There are no other understandings, terms or other agreements expressed or implied, oral or written, except as set forth herein. IN WITNESS WHEREOF the parties hereto have executed this Agreement the day and year first herein above written. Wittman Enterprises, LLC _ .�� Corinne Wittman -Wong, CEO Provider: "iM Y32.t2 C5 p T%( ATTAC H M E N T #2 WITTENT-01 MAI ACORD, CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 7/9/2008 PR&n,UCER (916) 231-1741 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION t Wolls Fargo of California Insurance Services, Inc. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE CA DOI LIC #0352275 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 17 Cobblerock Drive, Suite 100 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. richo Cordova, CA 95670 �� J INSURERS AFFORDING COVERAGE NAIC # INSURED Wittman Enterprises, Llc P. O. Box 269110 Sacramento, CA 95826-9110 INSURER A: Hartford Casualty Insurance Com INSURER B: Executive Risk Indemnity, Inc. INSURER C: INSURER D: INSURER E: THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR DD' - - -- POLICY EFFECTIVE POLICY EXPIRATION LTR NSR TYPE OF INSURANCE POLICY NUMBER YDATE (MM/DDIYY)LIMITS A X GENERAL LIABILITY X COMMERCIAL GENERAL LIABILITY -_ CLAIMS MADE FRI OCCUR 57SBAAT6490 7/1/2008 7/1/2009 EACH OCCURRENCE $ 2,000,00 �TFa EN PREMISES Ea occurence $ 300,00 MED EXP (Any one person) $ 10,00 PERSONAL & ADV INJURY $ 2,000,00 GENERAL AGGREGATE $4,000,00 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ 4,000,06 i X POLICY PRO- 7 LOC A AUTOMOBILE LIABILITY ANY AUTO 57SBAAT6490 7/1/2008 7/1/2009 LIMIT EOacn accident) $ z,000,QQ ALL OWNED AUTOS SCHEDULED AUTOS BODILY INJURY (Per person) $ HIRED AUTOS NON -OWNED AUTOS A F ED AS O F / 4_ X'h � p �� /` X -- X BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ i GARAGE LIABILITY Loity me AUTO ONLY - EA ACCIDENT $ OTHER THAN EA ACC - $ ANY AUTO -- I $ AUTO ONLY: AGG A EXCESS/UMBRELLA LIABILITY _-) OCCUR CLAIMS MADE 57SBAAT6490 7/1/2008 7/1/2009 EACH OCCURRENCE $ 2,000,00 AGGREGATE $ 2,000,00' $ DEDUCTIBLE X RETENTION $ 10,000 $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY NG STATU- OTH- TORY LIMITSI I ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $-- E.L. DISEASE - EA EMPLOYEE _ $ OFFICER/MEMBER EXCLUDED? If yes, describe under E.L. DISEASE - POLICY LIMIT 1 - -- $ SPECIAL PROVISIONS below OTHER B Errors & Omissions 81716616 7/1/2008 7/1/2009 Per Aggregate/Per Claim 1,000,001 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES / EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS Certificate Holder is named as additional insured per attached SS 04 49 05 93. Subject to 10 day notice of cancellation for non-payment of premium. ISSUED IN LIEU OF CERTIFICATE DATED CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION Huntington Beach Fire Department DATE THEREOF, THE ISSUING INSURER WILLA�X�MAIL 30 DAYS WRITTEN 2000 Main Street Huntington Beach, CA 92648- NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BX*XI)00CXd4 XXXbAXL AUTHORIZED REPRESENTATIVE ACORD 25 (2001/08) © ACORD ',CORPORATION 1988 POLICY NUMBER: 57SBAAT6490 NAMED INSURED: WITTMAN ENTERPRISES, LLC COMPANY NAME: HARTFORD CASUALTY INSURANCE COMPANY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY ADDITIONAL INSURED-- DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM SCHEDULE Name of Person or Organization: THE CITY OF HUNTINGTON BEACH, ITS AGENTS, OFFICERS AND EMPLOYEES 2000 MAIN STREET HUNTINGTON BEACH, CA 92648 Who is an insured in the BUSINESS LIABILITY COVEAGE FORM is amended to included as an insured the person or organization shown in the Declarations, but only with respect to liability arising out of the operation of the named insured. For Losses covered under the BUSINESS LIABILILTY COVERAGE of this policy this insurance is primary to other valid and collectible insurance, which is available to the person or organization shown in the Declarations as an Additional Insured. SS 04 49 05 93 Printed in U.S.A. (NS) Copyright, Hartford Fire Insurance Company, 1993 MZOROG . CERTIFICATE OF LIABILITY INSURANCE OP IDxx DATE IMM DD VYYY) WITTM-1 06/23/08 PHODDGEN THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE Intercare Insurance Solutions HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 0 Lava Ridge Ct. , Ste 110 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. evil.le CA 95661 Phone: 916-677-2100 Fax: 916-677-2473 INSURERS AFFORDING COVERAGE NAIC # INSURED —vRERA Republic Indemnity Ins Co NSURER B Wittman Enterprises LLC INSURERc: PO Box 269110 1 SURERD Sacramento CA 95826 _ INSURER E. ,UVtKAUtb I'HE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUEDTO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REOUtREMENT. TERM OR CONDITION OF ANY CONTRACT ON OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICAIE MAY Be ISSUED ON MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH POLICIES AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR DD'L 'II POLICY EFFECTIVE I POLICY EXPIRATION LTR NSRD TYPE OF INSURANCE POLICY NUMBER DATE (MM/DDlYY) DATE (MMIDD/YY) LIMITS GENERAL UABIUTY EACH OCCURRENCE f DAMAGE TO NCNTED .. .. ..".. •.._ _._-- GOMMERCIALGENERAL LIABILITY PREMISES fE u_r I { _ I CLAIMS MADE OGCUN MF.O EXP IAnY ce 1 f HERB I— 5 AOV INJUNY _ { .... — _..- GENCRAi AGGREGATE j.. f LN L IGGRIOATE LIMIT APPLIES PFR: PROUVCTS COMP:UP A PR6 1I I POLICY JECT I WC AUTOMOBILE LABILITY - 1I COMBINEO SINGLE LIMIT f ANY AUTO (Ea —Id..) --{_-- ALL OWNED AUTOS BODILY INJURY_ SCHEDULED AUTOS (Par iH, HIRED AUTOS - - BODILY INJURY { NON-OWNEDAUTOS (Par o<clConH PR OPE RI DAMAGE f --- —.------ (Per ucl�anH GARAGE UASILITY AUTO ONLY - EA ACCIDE NT i OTHER THAN ---'—_. EA ACC_--_{ ---- ANY AUTO ---� __ --_ 5 AUTO ONLY AGO HXCESSWMSRELLA LIABILITY _ _ _ EACH OCCURRENCE - { AGGREGATE f O(,.R L. I CLAIMS MADE 1111 f 3 DEOUCT'IBLE RETENTION WC STATU- OTH- WORKERS COMPENSATION AND TOHY LIMITS EH A EMPLOYERSLIABILITY 16620404 07/01/08 07/01/09 ----'--� ---� El EACH ACCIDENT --"— ----------- $ 1000000 ANY PROI-AIETORMARTNERIEXECUTIVE ._______ 111ICER1NEM6ER EXCLUDED' E.L. DISEASE - EA EMPLOYEE S 1000000 II yes. E.L. DISEASE -POLICY LIMIT ----- { 1000000 SPECIAL PROVISIONS CCIow OTHER DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT ISPECIAL PROVISIONS CERTIFICATE HOLDER HUNTBEA Huntington Beach Fire Dept 2000 Main St. Huntington Beach CA 92648 ACORD 25 (2001108) CANCELLATION SHOULD ANY OF THE ABOVE DE5CRIBEO POUCIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE ©ACORD CORPORATION 1988 11 I INITIATING DEPARTMENT: Fire SUBJECT: Renewal of Agreement with Wittman Enterprises, LLC for Billing of Emergency Paramedic and Ambulance Services COUNCIL MEETING DATE: May 4, 2009 RCA ATTACHMENTS '-'STATUS'=: Ordinance (w/exhibits & legislative draft if applicable) Attached ❑ Not Applicable Resolution (w/exhibits & legislative draft if applicable) Attached ❑ Not Applicable Tract Map, Location Map and/or other Exhibits Attached ❑ Not Applicable Contract/Agreement (w/exhibits if applicable) Attached (Signed in full by the City Attome) Not Applicable ❑ Subleases, Third Party Agreements, etc. Attached ❑ Approved as to form by City Attorney) Not Applicable Certificates of Insurance (Approved by the City Attorney) Attached Not Applicable ❑ Fiscal Impact Statement (Unbudgeted, over $5,000) Attached ❑ Not A plicable Bonds (If applicable) Attached ❑ Not Applicable Staff Report (If applicable) Attached ❑ Not Applicable Commission, Board or Committee Report (If applicable) Attached ❑ Not Applicable Findings/Conditions for Approval and/or Denial Attached ❑ Not Applicable EXPLAWAT110H FOR PROSSWO ATTACH v6�ENTS REVIEWED RETURNED;__ FOR A DED Administrative Staff Deputy City AdministratorI([ nitial City Administrator Initial City Clerk RCA Author: Cameron/Justen/Olson City ®f Huntington Beach 2000 Main Street a Huntington Beach, CA 92648 OFFICE OF THE CITY CLERK JOAN L. FLYNN CITY CLERK May 5, 2009 Wittman Enterprises, LLC Attn: Corinne Wittman Wong, CEO 21 Blue Sky Court, Suite A Sacramento, CA 95828-1015 Dear Ms. Wittman: Enclosed for your records is a copy of the Professional Services Contract between the City of Huntington Beach and Wittman Enterprises, LLC for billing services for emergency paramedic and ambulance service. Sincerely, s Joa L. Flynn, CIVIC City Clerk JF:pe Enclosure G:followup:agrmtltr Sister Cities: Anjo, Japan • Waitakere, New Zealand ( Telephone: 714-536-5227 )