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HomeMy WebLinkAboutWittman Enterprises, LLC - 2015-10-05le" U) Ai'l, s�_ APPRD V&'D 7-0 City of Huntington Beach File #: 18-320 MEETING DATE: 9/17/2018 REQUEST FOR CITY COUNCIL ACTION SUBMITTED TO: Honorable Mayor and City Council Members SUBMITTED BY: Fred A. Wilson, City Manager PREPARED BY: David A. Segura, Fire Chief Subject: Approve and authorize execution of Amendment #1 to Professional Services Agreement with Wittman Enterprises, LLC to provide Emergency Paramedic and Ambulance Billing Services and increase appropriations and professional services authority accordingly Statement of Issue: The Fire Department requires professional services for the billing of emergency paramedic and ambulance services. To provide these services, the City Council approved a professional services agreement with Wittman Enterprises, LLC on October 5, 2015. for a three-year term, with a possible one-year extension. An amendment is requested to extend the contract for the one-year extension and an additional contract authorization of $398,607 to cover the cost of services for one year is needed. The Fire Department's FY 2018/2019 General Fund budget and Professional Services Authority will also need to be amended by a commensurate amount to ensure compliance with Administrative Regulation No. 228. Funding is budgeted for this contract in the FY 2018/19 budget, but an additional allocation of $124,832 will be required. Financial Impact: The recommended action is cost -neutral since the fees for billing services are offset by revenue generated by the emergency paramedic and ambulance services billing. The FY 2018/19 budget includes $321,092 for this contract in account 10065401.69365 and an additional allocation of $124,832 will be required. Funding will be allocated on an incremental basis as -needed, based on service demands. Recommended Action: A) Adopt and authorize the Mayor and City Clerk to execute "Amendment No. 1 to Agreement Between the City of Huntington Beach and Wittman Enterprises, LLC" for Emergency Paramedic and Ambulance Billing Services; and, B) Approve an additional appropriation of $124,832 for the FireMed Administration business unit (10065401.69365); and, C) Increase the Fire Department's professional services authority by $398,607 to ensure City of Huntington Beach Page 1 of 2 Printed on 9/12/2018 Page 126 powered by LegistarTM File #: 18-320 MEETING DATE: 9/17/2018 compliance with Administrative Regulation No. 228. Alternative Action(s): Do not adopt the attached resolution and direct staff accordingly. Analysis The City of Huntington Beach currently contracts with Wittman Enterprises, LLC to provide emergency paramedic and ambulance billing services. The current contract was authorized by the City Council on October 5, 2015, and expires on October 4, 2018, with a possible one-year extension. Wittman Enterprises charges 4.75% of net revenue collected. Their billing services have generated approximately $6 million in General Fund revenue for each of the past three years, for a total of $18 million for this period. Wittman Enterprises has 30 years of experience in emergency medical billing. The Fire Department possesses exceptionally high collection abilities for emergency medical billing services, partially due to the area's patient demographics. Wittman Enterprises maximizes revenue collections and is highly recommended by over 100 agencies in seven states across the country. When the contract with Wittman Enterprises was executed in October 2015, the three-year term was not to exceed $992,652 and was based on the Fire Department's current activity level and future increase for emergency medical services. The cost for the one-year extension accommodates the expected increase in Fire Department emergency medical services for the next year and an additional contract authorization of $398,607 is needed. The department is requesting to increase its contract authorization by that same amount. Most of the additional funding for this service is included in the FY 2018/19 budget. The Fire Department is also requesting an additional appropriation of $124,832 for the FireMed Administration business unit (10065401.69365) to cover the additional cost of the contract during the one-year extension. The additional allocation is needed to continue billing services, which provides revenue to the General Fund budget. The recommended action is cost -neutral since the fees for billing services are offset by revenue generated by the emergency paramedic and ambulance services billing. Environmental Status: None. Strategic Plan Goal: Enhance and maintain public safety Attachment(s): 1. Amendment #1 to Professional Services Contract with Wittman Enterprises, LLC for Emergency Paramedic and Ambulance Billing Services City of Huntington Beach Page 2 of 2 Printed on 9/12/2018 Page 127 powered by LegistarM AMENDMENT NO. 1 TO AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND WITTMAN ENTERPRISES, LLC THIS AMENDMENT is made and entered into by and between the CITY OF HUNTINGTON BEACH, a California municipal corporation, hereinafter referred to as "City," and WITTMAN ENTERPRISES, LLC, a limited liability company, hereinafter referred to as "Consultant." WHEREAS, City and Consultant are parties to that certain agreement, dated October 5, 2015, entitled "Professional Services Contract Between The City of Huntington Beach and Wittman Enterprises, LLC for Billing Services for Emergency Paramedic and Ambulance Service," which agreement shall hereinafter be referred to as the "Agreement;" and City and Consultant wish to amend the Original Agreement to extend the term of the Original Agreement and to increase the amount of compensation to be paid to Consultant, NOW, THEREFORE, it is agreed by City and Consultant as follows: 1. ADDITIONAL COMPENSATION In consideration of the services to be performed under the Original Agreement, City agrees to pay Consultant an additional sum not to exceed Three Hundred Ninety - Eight Thousand Six Hundred Seven Dollars ($398,607.00). The additional sum shall be added to the original sum of Nine Hundred Ninety -Two Thousand Six Hundred Fifty - Two Dollars (992,652.00), for a new total contract amount not to exceed One Million Three Hundred Ninety -One Thousand Two Hundred Fifty -Nine Dollars ($1,391,259.00). 2. EXTENSION OF TERM The term of the Agreement is hereby extended for one (1) additional years. The Agreement shall now expire on October 5, 2019. 18-6795/186260/mv 3. REAFFIRMATION Except as specifically modified herein, all other tenns and conditions of the Agreement shall remain in full force and effect. WITTMAN ENTERPRISES, LLC, a limited liability company =� print name ITS: (circle one) Chairman/1'resident/Vice President AND By - print name ITS: (circle are) Secretary/Chief 1-inancial Officer/Asst. Secretary -Treasurer COUN-rERPART 18-6795/186260/mv 2 CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California i Mayor l f City Clerk INITIATED AND APPROVED: Fire Chief REVIEWED AND APPROVED: City Manager APPROVED AS TO FORM: City Attorney ivy! DATE: REAFFIRMATION Except as specifically modified herein, all other terms and conditions of the Agreement shall remain in full force and effect. WITTMAN ENTERPRISES, LLC, a limited liability company print name ITS: (circle one) Chairman/President/Vice President AND print name ITS: (circle one) Secretary/Chief Financial Officer/Asst. Secretary - Treasurer COUNTERPART CITY OF HUNTINGTON BEACH, P0,6 .7 0 REVI E ND APPROVED: ty M ager APPROVED AS TO FORM: City Attorney Aw DATE: 18-6795/186260/mv 2 Dept ID FD15 010 Page 1 of 2 Meeting Date 10/5/2015 CITY OF HUNTINGTON BEACH REQUEST FOR CITY COUNCIL ACTION MEETING DATE: 10/5/2015 SUBMITTED TO: Honorable Mayor and City Council Members SUBMITTED BY: Fred A Wilson, City Manager PREPARED BY: Patrick McIntosh, Fire Chief SUBJECT: Approve and authorize execution of a three year contract with Wittman Enterprises, LLC, in an amount not to exceed $992,652 to provide Emergency Paramedic and Ambulance Billinq Services Statement of Issue The Fire Department is requesting approval of a contract with Wittman Enterprises, LLC, for emergency paramedic and ambulance billing services Financial Impact The FY 2015/16 budget includes sufficient funding in account number 1006540169300 (Professional Services) to provide the City with emergency paramedic and ambulance billing services Recommended Action A) Approve and authorize the Mayor and City Clerk to execute "Professional Services Contract Between the City of Huntington Beach and Wittman Enterprises, LLC, for Billing Services for Emergency Paramedic and Ambulance Service" in an amount not to exceed $992,652 for a three year term, and, B) Authorize the City Manager to execute all documents in furtherance of this Agreement Alternative Action(s) Do not approve the agreement and direct staff accordingly Analysis In compliance with Huntington Beach Municipal Code 3 03 080(b), the vendor selected by the City of Carlsbad's request for proposal process is being recommended through the interagency agreement process to provide emergency paramedic and ambulance billing services Wittman Enterprises, LLC, is the current vendor providing these services for the City of Huntington Beach and approval of this agreement with them is recommended The existing agreement expires October 15, 2015 Item 7. - 1 HB -70- Dept ID FD15 010 Page 2 of 2 Meeting Date 10/5/2015 The billing rate in the new Wittman Enterprises contract remains the same as the rate in the expiring contract, and does not increase for the life of the agreement This rate is the lowest when compared to other municipal agencies serviced by Wittman Enterprises in Orange County ORANGE COUNTY CITY RATE Huntington Beach 4.75% Orange 5 9% Westminster 6 0% Newport Beach 6 1 % Santa Ana 6 15% San Clemente 6 5% Previous bidding processes for this type of billing services have shown that other companies did not match the level of service and performance that Wittman offers immediate availability to patient billing inquiries, no -cost standard and ad hoc reporting, secure Health Insurance Portability and Accountability Act (HIPAA) compliance controls, Medicare revalidations, and a reliable internet- based client/patient portal system Emergency medical billing services are evaluated on a broader range of criteria other than pricing, and Wittman Enterprises has the qualifications, patient history, and superior revenue recovery performance to attain the highest possible returns for the City Wittman Enterprises has over 23 years experience in emergency medical billing, and has provided this service for the Huntington Beach Fire Department paramedic and emergency ambulance transport delivery since 1993 Their billing services generate approximately $6 million in annual general fund revenue The Fire Department possesses exceptionally high collection abilities for emergency medical billing services, partially due to the area's patient demographics Other factors that support the successful collection ability include the excellent billing documentation by emergency medical service personnel and the intensive pre -billing review by Fire Department staff Wittman Enterprises is known as a company that maximizes revenue collections and thus is highly recommended by over 100 agencies in seven states across the country Wittman Enterprises has a well -developed knowledge of fire department emergency medical services and the ambulance billing industry They emphasize a quality workforce, advanced technology, continued commitment to superior customer care and excellent service Their proven track record of service and revenue production instills much confidence and produces success Authorization is requested to approve the attached contract with Wittman Enterprises for a total three-year term not to exceed $992,652, which correlates to the total estimated net revenue collection of approximately $18 million during the term of the agreement Environmental Status None Strategic Plan Goal Enhance and maintain public safety Attachment(s) 1 Professional Services Agreement Between the City of Huntington Beach and Wittman Enterprises, LLC, for Billing Services for Emergency Paramedic and Ambulance Services HB -71- Item 7- - 2 PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND WITS 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 California, hereinafter referred to as "CITY," and WITTMAN ENTERPRISES, LLC, a Limited Liability Corporation hereinafter referred to as "CONSULTANT." WHEREAS, CITY desires to engage the services of a consultant to provide billing services 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, relating to procurement of professional 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: 1. 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 sometimes hereinafter be referred to as the `PROJECT." CONSULTANT hereby designates Corinne Wittman -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 shall assign a staff coordinator to work directly with CONSULTANT in the performance of this Agreement aarW su fnedprofesssona( sues mayor I of 11 10/12 3. 'PERM TIME OF PERFORMANCE Time is of the essence of this Agreement The services of CONSULTANT are to commence on Oe1-2Z�, 20_,4;�' (the "Commencement Date"). This Agreement shall automatically terminate three (3) years from the Commencement Date, unless extended or sooner terminated as provided herein All tasks specified in Exhibit "A" shall be completed no later than three (3) years 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 to benefit the PROJECT if mutually agreed to in writing by CITY and CONSULTANT. 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 performance 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 by reference into this Agreement, a fee, including all costs and expenses, not to exceed nine hundred and ninety two thousand six hundred and fifty two Dollars ($992,652)_ 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," CONSULTANT will undertake such work 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. METHQD OF PAYMENT CONSULTANT shall be paid pursuant to the terms of Exhibit "B " apwJ sur neY/professioxW Svcs mayor 2 of 11 I0/ly 7. DISPOSITION OF PLANS. ES.UMATES AND OTHER DOCUMENTS CONSULTANT 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 programs, snaps, 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 sees fit, 8. HOLD HARMLESS CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless C=, its officers, elected or appointed officials, employees, agents 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 every nature or liability of any kind or nature) arising out of or in connection with CONSULTANT s. (or CONSULTAN rs subcontractors, if any) negligent (or alleged negligent) performance of this Agreement or its failure to comply with any of its obligations contained in ibis Agreement by CONSULTANT, its officers, agents or employees except such loss or damage which was caused by the sole negligence or wMM misconduct of CITY. CONSULTANT will conduct all defense at its sole cost and expense and CITY shall approve selection of CONSULTANT's counsel. 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 CONSULTANT's professional liability in an amount not less than One Million Dollars agues surfacf/profmional Svcs mayor 3 of 11 10112 ($I,000,000.00) per occurrence and in the aggregate. The above -mentioned insurance shall not contain a sel - insured retention without the express written consent of CITY; however an insurance policy "deductible" of Ten Thousand Dollars ($10,000.00) or less is permitted.. A claims -made policy shall be acceptable if the policy further provides that: A- The policy retroactive date coincides wrth 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 PROJECT completion. If insurance is terminated for any reason, CONSULTANT agrees to purchase an extended reporting provision of at least two (2) years to report claims arising from work performed in connection with this Agreement. If CONSULTANT fails or refuses to produce or maintain the insurance required by this section or fails or refuses to Burnish 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 of insurance by the CITY. 10. CERTIFICATE OF INSURANCE Prior to commencing performance of the work hereunder, CONSULTANT shall furnish to CITY a certificate of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverage as required by this Agreement; the certificate shah: agree, swfnet/nrofessionat svcs mayor 4 of 11 10/12 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 parry, reduced in coverage or in limits except after thirty (30) clays' prior written notice; however, ten (10) days' prior written notice in the event of cancellation for nor paymment of premium. CONSULTANT 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, Bold harmless and indemnification obligations as set forth in this Agreement CITY or its representative shall at all times have the right to demand the original or a copy of the policy of insurance. CONSULTANT shall pay. in a prompt and timely manner, the premiums on the insurance hereinabove required. 11. INDEPENDENT CONTRACTOR CONSULTANT is, and shall be, acting 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 own cost and expense, and be responsible for any and 0 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 the PROJECT and/or the services to be performed hereunder. 12. TERMINATION OF AGREEIyIEN'I' All work required hereunder shall be performed in a good and work -manlike manner. CITY may terminate CONSULTANTS services hereunder at any time with or without cause, and whether or not the PROJECT is fully complete. Any termination of this Agreement by CITY shah agtseJ surinet/professional Svcs mayor 5 of 11 10/12 be made in writing, notice of which shall be delivered to CONSULTANT as provided herein. In 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. 13. 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 written consent of CITY. If an assignment, delegation or subcontract is approved, all approved assignees, delegates and subcons:Wtants must satisfy the insurance requirements as set forth in Sections 9 and 10 hereinabove. 14. COPYRIGHTS/PATENTS CITY shall own all rights to any patent or copyright on any work, item or material produced as a result of this Agreement. 15. CITY EMPLOYEES AND OFFICIALS CONSULTANT shall employ no CITY official nor any regular CITY employee in the work performed pursuant 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 Califomia Government Code. 16. NOTICES Any notices, certificates, or other communications hereunder shall be given either by personal delivery to CONSULTANT's agent (as designated in Section 1 hereinabove) or to CITY as the situation shall warrant, or by enclosing the same in a sealed envelope, postage prepaid, and depositing the same in the United States Postal Service, to the addresses specified below. CITY and CONSULTANT may designate different addresses to which subsequent notices, certificates or agrW sur&Wprofcssiona! Svcs mayor 6 of 11 10112 other communications will be sent by notifying the other party via personal delivery, a reputable overnight carrier or U. S. certified mail -return receipt requested: TO CITY - City of Huntington Beach ATTN: Fire Chief 2000 Main Street Huntington Beach, CA 92648 17. CONSENT TO CONSULTANT: Wittman Enterprises, LLC ATTN: Corinne Wittman -Wong, CEO 21 Blue Sky Court, Ste A Sacramento, CA 95828 When CITY's consent/approval is required under this Agreement, its consent/approval for one transaction or event shall not be deemed to be a consent/approval to any subsequent occurrence of the same or any other transaction or event. 18. MODIFICATION No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both parties. 19. SECTION HEADINGS The titles, captions, section, paragraph and subject headings, and descriptive phrases at the beginning of the various sections in this Agreement are merely descriptive and are included solely for convenience of reference only and are not representative of matters included or excluded 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 any provision of this Agreement. 20 INTERPRETATION OF THIS AGREEMENT 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 invalidate or affect the remaining agree/ surfnet/professional svcs mayor 7 of 11 10/12 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 indicates 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 parries 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 duplicate original shall be deemed an original instrument as against any party who has signed it. 22. EVMGRATION CONSULTANT 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_ 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 legal services are expressly outside the scope of services contemplated hereunder. CONSULTANT understands that pursuant to Runtinglon Beach City Charter Section 309, the City Attorney is the exclusive legal counsel for agree! su fhWprofmional sves mayor 8 Of 11 10112 CITY; and CITY" shalt not be liable for payment of any legal services eag=ses incurred. by CONSULTANT. 24. ATTORNEY'S FEES In the event suit is brought by either party to construe, interpret and/or enforce the terms and/or provisions of this Agreement or to secure the performance hereof, each party shall bear its own attorneys fees, such that the prevailing party shall not be entitled to recover its attorney's fees from the nonprevailing party. 25. SURVN'AL Terms and conditions of this Agreement, which by their sense and context survive the expiration or termination of this Agreement, shall so survive. 26. GOVERNING LAW This Agreement shall be governed and construed in accordance with the laws of the State of California. 27. SIGNATORIES Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall 'indemnify CITY fully for any injuries or damages to CITY in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. 28 ENTIRETY The parties acknowledge and agree that they are entering into this Agreement freely and voluntarily following extensive arin's length negotiation, and that each has had the opportunity to consult with legal counsel prior to executing this Agreement. The parties also acknowledge and agree that no representations, 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 agred surfacVprofessionO swsm wor 9 of 11 10112 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 Agreement, and the attached exhibits, contain the entire agreement between the parties respecting the subject matter of this Agreement, and supersede all prior understandings and agreements whether oral or in writing between the parties respecting the subject matter hereof. 29. EFFECTIVE DATE This Agreement shall be effective on the date of its approval by the City Council. This Agreement shall expire when terminated as provided herein. IN WITH TSS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers. a,-tW surfnWpw&=ooW svcs mayor 10 of 11 10112 CONSULTANT, WITTMAN ENTERPRISES, LLC cOWAWxAW By: pant name ITS: (circle one) Presi&-W AND By: , . print name � ITS circle one) Secretary/Giuef Financial Offices/Asst. Treasurer CITY OF HLTNTINGTON BEACH, a municipal corporation of the State of California Mayor City Clerk Fie Chief City Manager F :1: Attorney �V-Q gkkS\j agree/ surfnet/professiouW svcs mayor 11 of 11 10/12 CONSULTANT, WITTMA,N ENTERPRISES, LLC ooiP xAW i By: F �, print naive ITS: (circle one) Chaumau/t duce President AND �<��TED AND RO D: Fie C of print name :(circle one) Secretary/ChiefFnancial Officer/AssL �� Treasurer ICE APPROVED: anager CITY OF H NTINGTON BEACH, a municipal corporation of the State of COUNTERPART Attorney flu, (ZilS\J agree/ surfnet/profesatonal svcs mayor 11 Of 11 lai2 Agree t, and that that party has not exec Aed this Agreement in rehi - brx any representation, inducement mise, agreement, w=anty, fact or circumstanc of expressly set forth in this Agreement. This A meat, and the attached exhibits, fain the entire agreement between the parties respecting the subject after of this Agreem t and supersede all prior understandings and agreements whether oral or in writing parties respecting the subject matter hereof. 29. EFFECTIVE DATE This Agreements i be effective on e date of its approval by the City Council. This Agreement shall expire when terminated as provided he IN WITNTESS'WHEREOF, the parties hereto have caused . Agreement to be executed by and throu.0 their authorized officers. agree/ surthet/professional was mayor 10 of 11 10/12 E)CMff "Att A. STATEMENT OF WORK.: (Narrative of work to be performed) Wittmnan Enterprises, LLC will conduct emergency paramedic and ambulance billing services for the City of Huntington Beach. B. CONSULTANT'S DUTIES AND RESPONSIBILITIES. Private Billie; Wittman Enterprises, LLC to prepare all invoices and follow-up mailings. Initial invoicing with both English and Spanish instructions will be on 8 X I I billings and will be placed in envelopes, sealed and mailed, postage prepaid. Initial invoicing occurs within three (4) 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 pattent's family. If we receive no answer on this call, Witt man's will send an inquiry letter in addition to the initial 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 Medicare, Medicaid, Medi-Medi Wittman Enterprises, LLC to prepare all invoices and electronically convey to Medicare and Medicaid/Medi-Cal fiscal intermediaries. All secondary and coinsurance billing transferred to the appropriate secondary pay source and promptly billed to that source. EXHIBIT A M Workers' Compensation and Private insurance Wittman Enterprises, LLC to bill private insurance, supplemental insurance, secondary insurance and Workers' Compensation billed according to specific requirements. Electrm is 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. Delinquent Claim Handling Patients with claims aging over 45 days will be contacted by telephone for payment arrangements. Telephone follow up will continue until payment in full is received or account its dismissed by the City to an outside collection agency. Wittman Enterprises, LLC will utilize installment billing as allowed by the City in cases of financial hardship. Receipts Processing Wigan Enterprises, LLC will receive direct payment, posting and depositing cash receipts within one (1) day of receipt. Bann deposit receipt will be faxed to the City. Wittman Enterprises, LLC shall have no access to the proceeds of the receipts. All funds are under the exclusive control of the City of Huntington Beach. Reports Monthly, Wittman Enterprises, LLC will perform accurate month end close procedures that will 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 Provider Responsibilities • Submit necessary transport information, including pay source information and patient condition, to Wittman Enterprises, LLC for billing purposes. ► Forward to Wittman Enterprises, LLC all necessary information relating to patient transports services, payments and patient eligibility. • Notify Wittman Enterprises, LLC of any accounts that require special attention. • Obtain signature of patient or guardian. • Provide patient's Social Security Number Source Docum=ts Wittman Enterprises. LLC will retain all source documents including att bments for six (b) years. When service contracted is terminated, all source documents are returned to Provider at the Provider's expense. C. C=S DUTIES AND RESPONSIBILITIES: In a timely manner the City AU provide accurate documentation to the vendor so that they can conduct emergency paramedic and ambulance billing services. The City will provide vendor with supplemental documents as required from various sources to assist in completing billing services. D. WORK PROGRAM/PROJECT SCHEDULE: To be determined EXHIBIT A SCOPE OF SERVICES FOR CITY OF HUNTINGTON BEACH PROFESSIONAL SERVICES AGREEMENT WITH WITTMAN ENTERPRISES, LLC FOR EMS BILLING SERVICES I. Private Billing Wittman Enterprises, LLC to prepare all invoices and follow-up mailings Initial invoicing with both English and Spanish instructions will be on 8 X 11 billings and will be placed in envelopes, sealed and mailed, postage prepaid Initial invoicing occurs within three (4) 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 we receive no answer on this call, Wittman's will send an inquiry letter in addition to the initial 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 II. Medicare, Medicaid, Medi-Medi Wittman Enterprises, LLC to prepare all invoices and electronically convey to Medicare and Medicaid/Medi-Cal fiscal intermediaries All secondary and coinsurance billing transferred to the appropriate secondary pay source and promptly billed to that source III. Workers' Compensation and Private Insurance Wittman Enterprises, LLC to bill private insurance, supplemental insurance, secondary insurance and Workers' Compensation billed according to specific requirements 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 IV. Delinquent Claim Handling Patients with claims aging over 45 days will be contacted by telephone for payment arrangements Telephone follow up will continue until payment in full is received or account is dismissed by the City to an outside collection agency Wittman Enterprises, LLC will utilize installment billing as allowed by the City in cases of financial hardship. V. Receipts Processing Wittman Enterprises, LLC will receive direct payment, posting and depositing cash receipts within one (1) day of receipt Bank deposit receipt will be faxed to the City Wittman Enterprises, LLC shall have no access to the proceeds of the receipts All funds are under the exclusive control of the City of Huntington Beach VI. Reports Monthly, Wittman Enterprises, LLC will perform accurate month end close procedures that will 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 VII. Provider Responsibilities • Submit necessary transport information, including pay source information and patient condition, to Wittman Enterprises, LLC for billing purposes • Forward to Wittman Enterprises, LLC all necessary information relating to patient transports services, payments and patient eligibility • Notify Wittman Enterprises, LLC of any accounts that require special attention • Obtain signature of patient or guardian • Provide patient's Social Security Number VIII. Source Documents Wittman Enterprises, LLC will retain all source documents including attachments for six (6) years When service contracted is terminated, all source documents are returned to Provider at the Providers expense Payment Schedule (hourly Payment) A. Hourly Rate CONSULTANT'S fees for such services shall be based upon the following hourly rate and cost schedule: B. Trave Charges for time during travel are not reimbursable. I. All billing shall be done monthly in fifteen (15) minute increments and matched to an appropriate breakdown of the time that was taken to perform that work and who performed it. 2. Each month's bill should include a total to date. That total should provide, at a glance, the total fees and costs incurred to date for the project. ;. A. copy of memoranda, letters, reports, calculations and other documentation prepared by CONSULTANT may be required to be submitted to CITY to demonstrate progress toward completion of tasks. In the event CITY rejects or has comments on any such product, CITY shall identify specific requirements for satisfactory completion. 4. CONSULTANT shall submit to CITY an invoice for each monthly payment due. Such invoice shall: A) Reference this Agreement; B) Describe the services performed; C) Show the total amount of the payment due; D) Include a certification by a principal member of CONSULTANT' firm that the work has been performed in accordance wiffi the provisions of this Agreement; and E) For all payments include an estiinate of the percentage of work completed. 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 wade within thirty (30) days of receipt of the invoice by CTTY. Such approval shall not be rea unsonably 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. I Exhibit B 5. Any bVIjings for extra work or additional services authorized in advance and in writing by CFIY shall be invoiced separately to CITY. Such invoice g=U 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 -A ithheld_ Any dispute between the parties concerning payment of such as invoice shall be treated as separate and apart from the ongoing performance of the remainder of this Agreement. 2 Exhibit P Payment Schedule (Fixed Fee Payment) 1. CONSULTANT shall be entitled to monthly progress payments toward the fixed fee set forth herein in accordance with the following progress and payment schedules. 2. Delivery of work product: A copy of everq memorandum, letter, report, calculation and other documentation prepared by CONSULTANT shall be submitted to CITY to demonstrate progress toward completion of tasks. In the event CITY rejects or has comments on any such product, CITY shall identify specific requireanents for satisfactory completion. 3. CONSULTANT shall submit to CITY an invoice for each monthly progress payment clue. Such invoice shall: A) Reference this Agreement; B) Describe the services performed; C) Show the total amount of the payment due; D) include a certification by a principal member of CONSULTANT's firm that the work has been performed in accordance with the provisions of this Agreement; and E) For all payments include an estimate of the percentage of work completed. 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 CITY. 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. 4. Any billings for extra work or additional services authorized m 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. Exhibit B EXHIBIT B PAYMENT SCHEDULE CITY OF HUNTINGTON BEACH PROFESSIONAL SERVICES AGREEMENT WITH WITTMAN ENTERPRISES, LLC FOR EMS BILLING SERVICES I. Fees A Percentage of Net Collections 4.75% of net collected revenue B Monthly Reports Included Net Collections are the dollars eligible for collection after adjusting for Medicare and Medi-Cal write downs "Collected Revenue" is the net dollars collected minus any refunds or payor adjustments. Billing services are offered for a percentage of collected revenue as agreed upon by the two parties and indicated above 250112 A� "® DATE (IdNIDD/YYM CERTIFICATE OF LIABILITY INSURANCE 6/23/2015 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the poilcy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In Ileu of such endDmement(s). PRODUCER NAMECT Tracy Dolan _ PH(AJCtNo, EsU. 916 589-5183 u FAA)ct, N.1 877 611-1971 Wells Fargo Insurance Services USA, Inc ------ — - --" -' — 10940 White Rock road, 2nd Floor Rancho Cordova, CA 95670 INSURED - _ -- Wittman Enterprises, LLC PO Box 269110 Sacramento, CA 95826 INSURER D INSURER E Com _ INSURER(S) AFFORDING_ COVERAGE NAICq_ Valley Forge Insurance Company _ 20508 Continental Insurance Company _ 35289 Continental Casualty Company 20443 COVERAGES CERTIFICATE NUMBER- 9264720 REVISION NUMBER, See below THIS IS TO CERTIFY THAT 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 LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS INSR -- TYPE OF INSURANCE ----- ADDL SUBR l - --- POLICY EI+ POLICY EXP LTR POLICYNUMBER MMIDD/YYYY MWDDIYYYY A XCOMMERCIAL GENERAL LIABILITY CLAIMS MADE C]OCCUR 86011187769 7/1l2015 7/1/2016 EACH OCCURRENCE $ 2,0D0000 S 300000 DAM�ORENTED Ea PREMISES occurrence MED EXP (Any one person) $ 10 000 $ 2 000 000 ^ PERSONAL & ADV INJURY GENERAL AGGREGATE GENL AGGREGATE LIMIT APPLIES PER $ 4,000 000 POCKY L'l�J JPERC LOC %( PRODUCTS_ CO_IuOPIOP AGG ^� T S 4 000 000 $ OTHER B AUTOMOBILE LIABILITY B6011187724 7/1/2015 7/1 Ea acclden[1/2016 COMBINEb SINGLE LIMIT __ S 1,DOD,000 ....... X BODILY INJURY (Per person) ANY AUTO S ALL OWNED SCHEDULED AUTOS AUTOS $ BODILY INJURY (Per accident) $ — — X HIREDAUTOS F AUTNOOWNED �0 Id ntDAMAGE $ C _X UMBRELLA LIAB X OCCUR B6011187819 7/1/2015 7/1l2016 EACH OCCURRENCE S 2 00a 000 $ 2 000 000 EXCESS LU18_ CLAIMS -MADE AGGREGATE DED X TREIENTION $ 10,000 $ WORKERS COMPENSATION ANDEMPLOYERWLIABILIY YIN ANY PROPRIETOR/PARTNERIEXECUTIVE /M OFFICEREMSER EXCLUDED? II N I A PER OTH- TATUTE I ER $ __ E L EACH ACCIDENT (Mandatory In NH) E L DISEASE - EA EMPLOY $ If yes describe under DESCRIPTION OF OPERATIONS below I `-- E L DISEASE - POLICY LIMIT 1 S I 4y Prof Uability 596476165 07/01/2015 07l01/2016 $1 Ooo,Doa$z0000OD DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 191, Additional Remarks Satwdule, may be attached if awre space I,r'E�i- E® AS TO FORM SB-146932-E (Ed 06/11) Certificate holder named additional insured per attached form ��7�7� O V *10 day notice applies if cancelled for non-payment of premium --- Michact rasto, City A66mpv TE HOLDER Huntington Beach Fire Department SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 2000 Main Street THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Huntington Beach, CA92648 a Item 7. - 23 AUTHORIZED REPRESENTATIVE The ACORD name and logo are registered marks of ACORD © Y988-2014iiACORD CORPORATION. All rights reserved _UB1111IIII1IIIII11IhllILL � lull YID Il��lll �lli ulll III IIII z ���/ AGREEMENT FOR AMBULANCE BILLING AND COLLECTION SERVICES Wittman Enterprises, LLC THIS_ GREEMENT is made and entered into as of the (-_QQ k day of 20L tjt by and between the CITY OF CARLSBAD, a municipal corpo tion, ("City"), and Wittman Enterprises, LLC, a Limited Liability Company ("Contractor') RECITALS A City requires the professional services of a billing and collection Contractor that is experienced in the preparation of invoices for emergency ambulance transports being sent to private insurance companies, government agencies and patents; delinquent claim handling; receipts processing, monthly reporting; and other duties as defined under the Scope of Work. B Contractor has the necessary experience in providing professional services and advice related to emergency ambulance transport billing and collection. C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractors profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise 3. TERM The term of this Agreement will be effective for a period of three (3) years from the date first above written The City Manager may amend the Agreement to extend it for two (2) additional two (2) year periods or parts thereof in an amount not to exceed two hundred thousand dollars ($200,000) per Agreement year Extensions will be based upon a satisfactory review of Contractors performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement 5 COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term will be 4 50% of net collections for transports and 5 75% of net collections for non -transports, not to exceed two hundred thousand dollars ($200,000) No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement If the City elects to extend the Agreement, the amount shall not exceed two hundred thousand dollars ($200,000) City Attorney Approved Version 2/24/15 1 i xB -93- =Item 7. - 24 per Agreement year The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A". Incremental payments, if applicable, should be made as outlined in attached Exhibit "A" 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement At the City's election, City may deduct the indemnification amount from any balance owing to Contractor 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City Contractor will be responsible for payment of subcontractors Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may City Attorney Approved Version 2124/15 Item 7. - 25 HB -94- arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California The insurance carner is required to have a current Bests Key Rating of not less than "A-:VII" OR with a surplus line insurer on the State of California's List of Eligible Surplus Line Insurers (LESLI) with a rating in the latest Best's Key Rating Guide of at least "A X" 10.1 Coverage and Limits Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or City Manager approves a lower amount These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense 10.1 1 Commercial General Liability Insurance $2,000,000 combined single -limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit 10.12 Automobile Liability (if the use of an automobile is involved for Contractor's work for City) $1,000,000 combined single -limit per accident for bodily injury and property damage 10 1 3 Workers' Compensation and Employer's Liability_ Workers' Compensation limits as required by the Califoma Labor Code Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this 10 14 Professional Liability_ Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work 102 Additional Provisions Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions 10 2 1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City 10 2 2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims -made coverage 10 2 3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement 103 Providing Certificates of Insurance and Endorsements Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City 104 Failure to Maintain Coverage If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain City Attorney Approved Version 2124/15 HB -95- Item 7. - 26 the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement 105 Submission of Insurance Policies City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time -to -time 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement All records will be clearly identifiable Contractor will allow a representative of City dunng normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City Contractor will have the right to make one (1) copy of the work product for Contractor's records 14. COPYRIGHTS Contractor agrees that all copyrights that apse from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City 16. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement For Citv For Contractor Name Colette Wengenroth Title Finance Manager Department Finance City of Carlsbad Name Title Address Address 1635 Faraday Avenue Phone No Carlsbad, CA 92008 Email Phone No 760-602-2468 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address City Attorney Approved Version 2/24/15 4 Item 7. - 27 HB -96- 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code The Contractor shall report investments or interests in all four categories 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment 19. DISPUTE RESOLUTION If a dispute should anse regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties Representatives of Contractor or City will reduce such questions, and their respective views, to writing A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law_ 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mad of the termination If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed Based upon that finding City will determine the final payment of the Agreement Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City Contractor will be paid for work performed to the termination date, however, the total will not exceed the lump sum fee payable under this Agreement City will make the final determination as to the portions of tasks completed and the compensation to be made City Ariorney Approved Version 2/24/15 5 HB -97- tem 7. - 28 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution Contractor acknowledges that California Government Code sections 12650 et sea., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS it is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terns and conditions of this Agreement City Attomey Approved Version 2124115 Item 7. - 29 HB -98- 1 D CONTRACTOR By (sign here) 4�41 6'� (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California By. Xll,�Zala [INSERT TITLE OF PERSON AUTHORIZED TO SIGN Mayor ATTEST By •f (sign here) BARBARA ENGLES �e J— �� ,d�CFo City Clerk (print name/title) If required by City, proper notarial acknowledgment of execution by contractor must be attached If a corporation, Agreement must be signed by one corporate officer from each of the following two groups Group A Chairperson President, or Vice -President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM CELIA A BREWER, City Attorney BY (::kA Assistant City AttoAney City Attorney Approved Vernon 2/24/15 xB -99- Item 7. - 30 EXHIBIT "A" SCOPE OF SERVICES CONTRACTOR shall provide complete medical billing and accounts receivable management services for CITY'S ambulance services in accordance with the responsibilities outlined below CONTRACTOR will provide timely and accurate billing services for emergency medical treatment and transport services utilizing information provided by CITY and information obtained from other reliable sources CONTRACTOR responsibilities Provide billing and accounts receivable management services to CITY required on a case - by -case basis Receive and interpret electronic patient care records (ePCR) All ePCR records will be sent to the CONTRACTOR The CONTRACTOR will supply the CITY, via the monthly report, the number of transports stratified by BLS, ALS I, and ALS 11 each month The CONTRACTOR will input the call information for non -transports in their data base. Ensure that all required documentation and agreements with payers (e g Medicare, Medi- Cal, etc ) are filed and maintained and that the CITY is kept apprised of important changes to industry regulations Ensure knowledge of different industry insurance plans and will ensure that every billable claim is pursued Further, the contractor will evaluate each claim and bill at the appropriate Basic Life Support (BLS), or Advance Life Support (ALS) level I or 11 depending on the call Provide reasonably necessary training periodically, analyze the current fee schedule and make recommendations for fee schedule changes based on contemporary industry standards, and regularly advise the CITY on changes in statutes and industry regulations Supply any needed ePCR or billing information needed for the CITY's Community Paramedicine Pilot Program Provide prompt submission of Medicare, Medi-Cal and insurance claims after receiving completed ePCR and corresponding insurance claim information Secondary insurance provider claims shall be submitted after the primary insurance provider has paid Provide follow-up on rejected and inactive claims Utilize most up-to-date knowledge and information with regard to coding requirements and standards, to ensure compliance with applicable Federal, State and local regulations Reconcile the number of transports processed with those received Provide a designated high-level liaison for patient/payer concerns Provide a high-level City Attorney Approved Version 2124/15 Item 7. - 31 xB - 11 oo- 1 A liaison to the Fire Department for any billing or ePCR data needed The CONTRACTOR will have a high-level person review any Medicare, Medi-Cal, or private carrier contract requirements to ensure that data is needed prior to notifying the fire department to ensure that data requirements the CITY is exempt from due to being a government agency are captured Provide all customer -related inquiry services and prepare additional third -party claims or patient payment arrangements based on this information exchange Provide a toll free telephone number for patients to be answered Facilitate proper security of confidential information and proper disposal of all materials containing such information Establish arrangements with hospitals to obtain/verify patient insurance and contact information Respond to any CITY or patient inquiry or questions promptly Maintain appropriate accounting procedures for reconciling all deposits, receivables, billings, patient accounts, adjustments and refunds. Patients will be instructed to make all payments payable to the City of Carlsbad Payments received at the CONTRACTOR'S office will be deposited to the bank specified by the CITY. The CITY will provide the CONTRACTOR with bank deposit slips Provide access to CITY for all requested information in order for CITY to perform appropriate and periodic audits. Reasonable notice will be given to CONTRACTOR for any planned audit and will be conducted during normal business hours of CONTRACTOR Provide coordination and support to the CITY for any related audits by outside agencies such as the Centers for Medicare and Medi-Cal Mail CITY Customer Satisfaction Survey monthly. This consists of 100 surveys per month based on percentage of payor mix e g 49% Medicare, 49% of Medicare patients receive a survey with random selection done by the billing company. Any patient that CFD encounters, regardless of billing status, should be included in the population that could potentially receive a survey This includes boundary drop patients where the transport is by another agency, BLS and ALS transports, and any non -transport This is done to avoid a selection bias and to solicit input on all aspects of our EMS response Fire Administration staff will provide the survey instrument, accompanying letter, and postage paid envelopes for the return surveys to be sent to Carlsbad Fire Administration Provide timely comprehensive reports facilitating all required aspects of monitoring, evaluating, auditing and managing the services provided Process refund requests and provide the CITY with documentation substantiating each refund requested Retain all accounts for a minimum of 120 days (unless otherwise specified by mutual agreement) and turn over accounts to the CITY'S collection agency all accounts for which no collection has been made (unless insurance payment or payment plan is pending) Maintain records in an electronic format that is readily accessible by the CITY'S personnel City Attorney Approved Version 2124/15 xB -101- iItem 7. - 32 Item 7. - 33 and meets all federal and state requirements for maintaining patient medical records Be the custodian of billing records Subpoenas for billing records will be directed to the CONTRACTOR Maintain daily deposit control sheets and original documentation Implement and comply with a Compliance Plan consistent with the intent and activities included in the U.S Office of Inspector General (OIG) Compliance Program Guidance for Third Party Medical Billing Companies Maintain HIPAA and Business Associate Agreements with the CITY as required by law, and be responsible for mailing the CITY'S HIPAA Notice of Patient Privacy Practices Fees of 4.50% for transports and 5.75% for non -transports are calculated on collected revenue, minus any refunds or adjustments These fees also cover all expenses relating to. the assumption of old accounts receivable, credit card processing fees, and the preparation, addressing and mailing of Customer Service Surveys and Notices of Privacy Practices. Cary Attorney Approved Version 2/24115 10 xB -102- CALIFOMIA JURAT WITH AFFUM STATEMIENT GOVERNMENT• 8202 N:<:r::.3;Nder:::r:<:r:C.✓c�:r: ,v:"v^cr:�rra,•r; •rc<:r-\:ricici:r:CN: ••� i •ri�r�.::rsCrr�cr-. i .rc'riz'.:rc<rr:.:ra.r: a-eNc::r:: a'�rra i �:;c!sCaa:r: en 0See Attached Document (Notary to cross out lines 1-6 below) ❑ See Statement Below (Lines 1-6 to be completed only by document signer[s], not Notary) Signature of Document Signer No. 1 Signature of Document Signer No. 2 (if any) A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of SAC (- AMCO'O STEPMAME L. COOPER-W COW"" miss$ NOWY pwft • cwomil SUMT t County omN�l`N 1 Seal Place Notary Seal Above Subscribed and sworn to 0 ed) before me on this day of ft\ P L . 20 1 S by Date Month Year (1)Tc'Ml. Vv� (and (2)�.1 Name(s) of Signer(s) proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me. Signatur &�� Signature of Notary Public OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: HB -103- I/ Item 7. - 34 CITY OF HUNTINGTON BEACH RECEIVED Professional Service Approval Form SEP 24 2015 PANT I Finance Department Date 8/7/2015 Project Manager Name Jane Cameron Requested by Name if different from Project Manager Department Fire PARTS I OF THE PROFESSIONAL SERVICES CONTRACTS APPROVAL FORM MUST BE COMPLETED BY THE REQUESTING DEPARTMENT AND SIGNED BY THE CITY MANAGER, FOR APPROVAL, BEFORE PROCEEDING WITH THE SOLICITATION OR CONTRACT PROCESS. PART 1 MUST BE FILED WITH ALL APPROVED CONTRACTS, 1) Bnefly provide the purpose for the agreement To enter into an agreement for,,Emergency Medical Service billing- 2) Estimated cost of the services being sought $k992;652 for_3-year term 3) Are sufficient funds available to fund this contract? ® Yes ❑ No If no, please explain NIA 4) Check below how the services will be obtained ❑ A Bid solicitation process in accordance to the MC 3 03 060 procedures will be conducted ® MC 3 03 08(b) — Other Interagency Agreement procedure will be utilized ❑ MC 3 03 08 — Contract Limits of $30,000 or less exempt procedure will be utilized 5) Is this contract generally described on the list of professional service contracts approved by the City Council? If the ansWer to this question is "No," the contract will require approval from the City Council ) &Yes ❑ No �;'/ 3 %J-- Date 6) Amount, Business Unit (8 digits) and Object Code (5 digits) where funds are budgeted (Please note that a budget check will occur at the object code level): Account number Contractual Dollar Amount Business unit. object# Fiscal Year FY 2015/16 Fiscal Year �/ FY 2016/17 Fiscal Year 1 FY 2017/18 1006540169365 $309392 $338260 $345000 $ $ $ Bud Approval Dep ent Head Ag nature(s) Direc r of Fora 's Signature Assist nager's Signature APPROVED DENIED ❑ J/ City Signature professional service approval form - part i doc REV February 2015 CrI.7-1 - ate 7, C� �alttee Date Date Date CITY OF HUNTINGTONBEACH tr C rofessional Service Approval Form PART 11 T\ r2 \ Date 8/7/2015 Project Manager Jane Cameron Requested by Name if different from Project Manager- Department Fire RECEIVED SEP 24 2m Finance Department PARTS 1 & 11 OF THE PROFESSIONAL SERVICES CONTRACTS APPROVAL FORM MUST BE COMPLETED BY THE REQUESTING DEPARTMENT AND SIGNED FOR APPROVAL. PART I & B MUST BE FILED WITH ALL APPROVED CONTRACTS. 1) Name of consultant Wittman Enterprises, LLC 2) Contract Number FIR Za 17 — ( (s (Contract numbers are obtained through Finance Administration x 5630) 3) Amount of this contract $988,652 Account number Contractual Dollar Amount Business unit object # Fiscal Year FY 2015/16 Fiscal Year FY 2016117 Fiscal Year FY 2017/18 10065401.69365 $309,392 $338,260 $345,000 $ $ $ $ $ $ 4) Is this contract less than $50,000? [] Yes ® No 5) Does this contract fall within $50,000 and $100,0007 [] Yes ® No 6) Is this contract over $100,000'� ® Yes ❑ No (Note Contracts requiring City,Councd Approval need to be signed by the Mayor and City Clerk Make sure the appropriate signature page is attached to the contract ) Were formal written proposals requested from at least three available qualified consultants? ❑ Yes ® No Attach a list of consultants from whom proposals were requested (including a contact telephone number) Attach Exhibit A, which describes the proposed scope of work Attach Exhibit B, wbAsh describes thwavment terms of the contract Fiscal Budget of Fi ng) Signature professional service approval form - part a doc REV February 2015 Date Dat 0/ 1A S7/ / S— ate City of Huntington Beach 2000 Main Street ♦ Huntington Beach, CA 92648 (714) 536-5227 ♦ www.huntingtonbeachca.gov Office of the City Clerk Joan L. Flynn, City Clerk October 22, 2015 Wittman Enterprises, LLC Attn Corinne Wittman -Wong, CEO 21 Blue Sky Court, Ste A Sacramento, CA 95828 Dear Ms Wittman -Wong Enclosed for your records is a copy of the fully executed "Professional Services Contract Between the City of Huntington Beach and Wittman Enterprises, LLC for Billing Services for Emergency Paramedic and Ambulance Service " Sincerely, Joan L Flynn, CIVIC City Clerk J F pe Enclosure Szster Czhes. Anjo, Japan ♦ Wartakere, New Zealand