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HomeMy WebLinkAboutWittman Enterprises, LLC - 2023-10-21 (3) ��NTiNsro� 2000 Main Street, o, m^« Huntington Beach,CA 9 92648 City of Huntington Beach APPROVED 7-0 �cF�DUNTY CP��F - File #: 23-939 MEETING DATE: 11/7/2023 REQUEST FOR CITY COUNCIL ACTION SUBMITTED TO: Honorable Mayor and City Council Members SUBMITTED BY: Al Zelinka, City Manager VIA: Scott M. Haberle, Fire Chief PREPARED BY: Bonnie To, Principal Management Analyst Subject: Approve and authorize execution of a contract between the City of Huntington Beach and Wittman Enterprises, LLC to provide billing services for emergency paramedic and ambulance services Statement of Issue: City Council is requested to consider approving and authorizing execution of a contract between the City of Huntington Beach and Wittman Enterprises, LLC to provide billing services for emergency paramedic and ambulance services for an amount not to exceed $1,400,000 over three years. Financial Impact: There are sufficient funds available in the FY 2023-24 Fire Department operating budget to cover anticipated contract costs for the remainder of the fiscal year. Future year contract costs will be incorporated in subsequent operating budgets. Recommended Action: Approve and authorize the Mayor and City Clerk to execute the "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 $1,400,000 over three years. Alternative Action(s): Do not approve the contract, and direct staff accordingly. Analysis: The City of Huntington Beach previously entered into a professional services contract with Wittman, which ended in October 2023. The previous contract and amendments included a 3.90% invoice charge to be paid by the City of Huntington Beach to Wittman for the vendor's services, up to $1,400,000 for a total of four years. In the new proposed contract, there is a 3.75% invoice charge, City of Huntington Beach Page 1 of 2 Printed on 11/1/2023 powere&J%LegistarTM File #: 23-939 MEETING DATE: 11/7/2023 which is 0.25% lower than the previous rate, which would lead to some cost savings. Of note, this 3.75% rate is considered a lower rate compared to the City of Newport Beach's rate of 3.99%-4.50% and is competitive. Furthermore, contract procurement with Wittman complies with Municipal Code 3.03.080(B). (Other Interagency Agreements) to "piggyback" off the City of Newport Beach's existing contract with Wittman to negotiate one for Huntington Beach. Newport Beach's contract was procured through an' approved RFP process in April 2022. Wittman has provided consistent and quality billing services to the City of Huntington Beach. As such, the Huntington Beach Fire Department is requesting approval and authorization by the Mayor and City Clerk to execute the "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 $1,400,000 over the span of three years. Environmental Status: This action is not subject to the California Environmental Quality Act (CEQA) pursuant to Sections 15060(c)(2) (the activity will not result in a direct or reasonably foreseeable indirect physical change in the environment) and 15060(c)(3) (the activity is not a project as defined in Section 15378) of the CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3, because it has no potential for resulting in physical change to the environment, directly or indirectly. Strategic Plan Goal: Goal 8 - Public Safety, Strategy B - Bolster City's emergency management preparedness and response plans to ensure seamless public safety response during crisis events. Attachment(s): 1. Professional Services Contract Between the City of Huntington Beach and Wittman Enterprises, LLC for Billing Services for Emergency Paramedic and Ambulance Service 2. City of Newport Beach-Professional Services Agreement with Wittman Enterprises, LLC. For Emergency Medical and Ambulance Billing Services 'S4 s4 City of Huntington Beach Page 2 of 2 Printed on 11/1/2023 powere2F4 LegistarTTM PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH 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 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. 1 J 3. TERM; TIME OF PERFORMANCE Time is of the essence of this Agreement. The services of CONSULTANT are to commence on October 21, 2023 (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 One Million Four Hundred Thousand Dollars ($1,400,000). 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. METHOD OF PAYMENT CONSULTANT shall be paid pursuant to the terms of Exhibit "B." 2 af:p', .e6 Gi C cte nv dl�inh�2,7=r7,24,3 7. DISPOSITION OF PLANS, ESTIMATES 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,maps, 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 A. CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless CITY, 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 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 damage which was caused by the sole negligence or willful 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. B. To the extent that CONSULTANT performs "Design Professional Services" within the meaning of Civil Code Section 2782.8, then the following Hold Harmless provision applies in place of subsection A above: 3 • "CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless CITY and its officers, elected or appointed officials, employees, agents and volunteers, from and against any and all- claims, damages, losses, expenses, demands and defense costs (including, without limitation, costs and fees of litigation of every nature or liability of any kind or nature) to the extent that the claims against CONSULTANT arise out of,pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT. In no event shall the cost to defend charged to CONSULTANT exceed CONSULTANT's proportionate percentage of fault. However, notwithstanding the previous sentence, in the event one or more other defendants to the claims and/or litigation is unable to pay its share of defense costs due to bankruptcy or dissolution of the business, CONSULTANT shall meet and confer with CITY and other defendants regarding unpaid defense costs. The duty to indemnify, including the duty and the cost to defend, is limited as provided in California Civil Code Section 2782.8. C. Regardless of whether subparagraph A or B applies, CITY shall be reimbursed by CONSULTANT for all costs and attorney's fees incurred by CITY in enforcing this obligation. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a 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 ($1,000,000.00) per occurrence and in the aggregate. The above-mentioned insurance shall not contain a self-insured retention without the express written consent of CITY; however an insurance 4 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 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 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 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 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 shall: A. provide the name and policy number of each carrier and policy; B. state that the policy is currently in force; and 5 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 in the event of cancellation for nonpayment 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, hold 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 all payment of all taxes, social security, state disability insurance compensation, unemployment compensation and other ' payroll deductions for CONSULTANT and its officers, agents and employees and all business licenses, if any, in connection with the PROJECT and/or the services to be performed hereunder. 12. 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 PROJECT is fully complete. Any termination of this Agreement by CITY shall be made in writing,notice of which shall be delivered to CONSULTANT as provided herein. In the 6 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 subconsultants 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 California 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 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: 7 TO CITY: TO CONSULTANT: City of Huntington Beach Wittman Enterprises, LLC ATTN: Fire Chief ATTN: Corinne Wittman-Wong, CEO 2000 Main Street 11093 Sun Center Drive Huntington Beach, CA 92648 Rancho Cordova, CA 95670 17. CONSENT 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 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 8 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 parties have no right to contract, then the latter shall prevail, and the provision of this Agreement which is hereby affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law. I � 21. DUPLICATE ORIGINAL The original of this Agreement anti 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. IMMIGRATION 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 Huntington Beach City Charter Section 309, the City Attorney is the exclusive legal counsel for CITY; and CITY shall not be liable for payment of any legal services expenses incurred by CONSULTANT. - 9 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 attorney's fees, such that the prevailing party shall not be entitled to recover its attorney's fees from the nonprevailing party. 25. SURVIVAL Terms and conditions of this Agreement, which by their sense and context survive the expiration or termination of this Agreement, shall so survive. 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 arm'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 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 10 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 WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed by and through their authorized officers. CONSULTANT, CITY OF HUNTINGTON BEACH, a WITTMAITTERPRISES, LLCM municipal corporation of the State of California l+ By: /-P dQl` Mp r print name (*SAM, q6/14,244,414) ITS: (circle one)Chaim. Presiden ice President City Clerk 11/01AVie ,leD 'G� "ue", INITIATED AND APPROVED: By: print name Fire Chief ITS: (circle one)Secretar hiPfFncial ficer/Asst. • Secretary-Treasu t/i �Of IEWED A DAP' . OVED: APPROVED O FORM: City Attorney Cr( 11 EXHIBIT "A" A. STATEMENT OF WORK: (Narrative of work to be performed) Wittman Enterprises,LLC will conduct emergency paramedic and ambulance billing services for the City of Huntington Beach. B. CONSULTANT'S DUTIES AND RESPONSIBILITIES: 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 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. 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. 12 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 emailed 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 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 Provider's expense. C. CITY'S DUTIES AND RESPONSIBILITIES: In a timely manner,the City will 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. 13 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 3.75%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. 1 Exhibit B �To ` Cityof Huntington. ...... Beach o �: = N�9 q 2000 Main Street ♦ Huntington Beach, CA 26 8 9 9 4 0 0 _ •• t (714) 536-5227 • www.huntingtonbeachca.gov �GF��U:gig°=c \ c oc1 Office of the City Clerk � N Ty 2.� Robin Estanislau, City Clerk November 9, 2023 Wittman Enterprises, LLC Attn: Corinne Wittman-Wong, CEO 11093 Sun Center Drive Rancho Cordova, CA 95670 Dear Ms. Wittman-Wong: Enclosed is a duplicate original of Professional Services Contract between the City of Huntington Beach and Wittman Enterprises, LLC for Billing Services for Emergency Paramedic and Ambulance Service, approved by City Council on November 7, 2023. • Sincerely, #4204u € 4fraat ) Robin Estanislau, CMC City Clerk RE:ds Enclosure Sister City: Anjo, Japan 'f'...40 WITTENT-01 AMARTINEZ ACORO" CERTIFICATE OF LIABILITY INSURANCE DATDIYYYY) �� 6/29/229/2023 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 policy(ies)must have ADDITIONAL INSURED provisions or 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 lieu of such endorsement(s). PRODUCER NAoIACT Vaulter!Insurance Services PHONE FAX PO Box 646 (Arc,No,Ext):(888)524-0798 I(ac,No):(866)206-8646 Roseville,CA 96678 mass;certificates@vaultariins,com INSURER(S)AFFORDING COVERAGE NAIC k INSURER A:Continental Casualty Company 20443 INSURED INSURERS:National Fire Insurance Company of Hartford, Wittman Enterprises LLC INSURER c:Employers Preferred Insurance Company _ 11093 Sun Center Drive INSURER D:Travelers Casualty Insurance Co of Amer 25658 Rancho Cordova,CA 95670 INSURER E:Palomar Excess and Surplus Insurance Company INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: 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 ANSD yyyp POLICY NUMBER POLICY EFF POLICY EXP LIMITS fMM1DD/YYYY1 (MMtpplYYYYL A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE 8 2,000,000 CLAIMS•MADE OCCUR B6020067350 7/1/2023 7/1/2024 DAMAGE TO RENTED 1,000,000 X PREMISES fEa oecurrenco) S MED EXP(Any one person) S 10,000 PERSONAL&ADV INJURY S 2,000,000 GEN'LAGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE S 4,000,000 IA POLICY JECT LOC PRODUCTS-COMP/OP AGO S 4,000,000 OTHER: EPLI FIDUCIARY s 10,000 B AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,000 (Ea accident) S X ANY AUTO 6020067395 7/1/2023 7/1/2024 BODILY INJURY(Per person) S OWNED -SCHEDULED _ AUTOS ONLY AUTOS y Et) BODILY INJURY(Per accident) S AUTOS ONLY _AMID ( Qe l)AMAGE $ S A X UMBRELLA X OCCUR EACH OCCURRENCE S 2,000,000 EXCESS LIAR CLAIMS•MADE B6020067431 7/1/2023 7/1/2024 AGGREGATE $ 2,000,000 DED X RETENTIONS 10,000 $ C WORKERS ND EMPLOYERS'COMPENSATION LIABILITY PER ER E1G453316403 7/1/2023 7/1/2024 1,000,000 PROPRIETOR/PARTNER/EXECUTIVEANFIR/�gEE Y N N IA E.L.EACH ACCIDENT S (Manda SIC 1,000,000 E.L.DISEASE-EA EMPLOYEE S If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT S D E&O 1 Professional L 107741202 7/1/2023 7/1/2024 Agg/Occ 2,000,000 E Cyber Liability PLMCBSWDZE2F6M 11/7/2022 11/7/2023 Aggregate/Limit 2,000,000 DESCRIPTION OF OPERATIONS f LOCATIONS(VEHICLES(ACORO 101,Addlllonal Romarks Schedule,may be attached It more space Is required) The City of Huntington Beach,Its officers,elected or appointed officials,employees,agents and volunteers will be named as Additional Insured with respects to General Liability per attached endorsement form number SB146932F. APPROVED AS TO FORM By: Cc4( MICHAEL E.GATES '�( CITY ATTORNEY CITY OF HUNTINGTON BEACH CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE of Huntington Beach THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City g ACCORDANCE WITH THE POLICY PROVISIONS. 2000 Main Street Huntington Beach,CA 92648 AUTHORIZED REPRESENTATIVE 1 4rt ACORD 26(2016/03) 01988-2016 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD 307 • CNA (Ed.10-19) BLANKET ADDITIONAL INSURED AND LIABILITY EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM BUSiNESSOWNERS COMMON POLICY CONDITIONS TABLE OF CONTENTS I. Blanket Additional Insured Provisions A. Additional Insured—Blanket Vendors B. Miscellaneous Additional insureds C. Additional Provisions Pertinent to Additional Insured Coverage 1.a. Primary—Noncontributory provision 1.b. Definition of"written contract" 2. Additional Insured—Extended Coverage II. Liability Extension Coverages A. Bodily Injury—Expanded Definition B. Broad Knowledge of Occurrence C. Estates,Legal Representatives and Spouses D. Fellow Employee First Aid E. Legal Liability—Damage to Premises F. Personal and Advertising Injury—Discrimination or Humiliation G. Personal and Advertising injury—Broadened Eviction H. Waiver of Subrogation—Blanket 1. BLANKET ADDITIONAL INSURED PROVISIONS A. ADDITIONAL INSURED—BLANKET VENDORS Who Is An insured is amended to include as an additional Insured any person or organization(referred to below as vendor) with whom you agreed under a "written contract" to provide insurance, but only with respect to "bodily injury"or"property damage"arising out of"your products"which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions: 1. The insurance afforded the vendor does not apply to: a. "Bodily injury"or"property damage"for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; b. Any express warranty unauthorized by you; c. Any physical or chemical change in the product made intentionally by the vendor; d. Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; e. Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; f. Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; 114 g. Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor;or f SB146932G(10-19) Page 1 of 7 Copyright,CNA All Rights Reserved. 308 SB146932G (Ed. 10-19) h. "Bodily injury"or"property damage"arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (1) The exceptions contained in Subparagraphs d.or f.;or (2) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. 2. This insurance does not apply to any insured person or organization, from whom you have acquired such products,or any ingredient, part or container,entering into,accompanying or containing such products. 3. This provision 2.does not apply to any vendor included as an insured by an endorsement issued by us and made a part of this Policy. 4. This provision 2. does not apply if "bodily Injury" or "property damage" included within the "products- corn pleted operations hazard"is excluded either by the provisions of the Policy or by endorsement. B. MISCELLANEOUS ADDITIONAL INSUREDS 1, Who Is An Insured is amended to include as an insured any person or organization (called additional insured) described in paragraphs 3.a. through 3.j. below whom you are required to add as an additional insured on this policy under a"written contract." 2. However, subject always to the terms and conditions of this policy, including the limits of insurance, we will not provide the additional insured with: a. A higher limit of insurance than required by such"written contract;" b. Coverage broader than required by such"written contract"and in no event greater than that described by the applicable paragraph a. through k. below;or c. Coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard." But this paragraph c. does not apply to the extent coverage for such liability is provided by paragraph 3.j.below. Any coverage granted by this endorsement shall apply only to the extent permitted by law. 3. Only the following persons or organizations can qualify as additional insureds under this endorsement: a. Controlling Interest Any persons or organizations with a controlling interest in you but only with respect to their liability arising out of: (1) such person or organization's financial control of you;or (2) Premises such person or organization owns, maintains or controls while you lease or occupy these premises; provided that the coverage granted to such additional insureds does not apply to structural alterations, new construction or demolition operations performed by or for such additional insured. b. Co-owner of Insured Premises A co-owner of a premises co-owned by you and covered under this insurance but only with respect to the co-owners liability for"bodily injury," "property damage" or"personal and advertising injury" as co- owner of such premises. c. Grantor of Franchise Any person or organization that has granted a franchise to you, but only with respect to such person or organization's liability for"bodily injury,""property damage,"or"personal and advertising injury"as grantor of a franchise to you. SB146932G(10-19) Page 2 of 7 Copyright,CNA AN Rights Reserved. 309 SB146932G (Ed. 10-19) d. Lessor of Equipment Any person or organization from whom you lease equipment, but only with respect to liability for"bodily injury,""property damage" or "personal and advertising injury" caused in whole or in part by your maintenance, operation or use of such equipment, provided that the "occurrence" giving rise to such "bodily injury" or "property damage" or the offense giving rise to such "personal and advertising injury"takes place prior to the termination of such lease. e. Lessor of Land Any person or organization from whom you lease land,but only with respect to liability for"bodily Injury," "property damage"or"personal and advertising injury"arising out of the ownership, maintenance or use of that specific part of the land leased to you, provided that the "occurrence" giving rise to such "bodily injury" or "property damage" or the offense giving rise to such "personal and advertising injury,"takes place prior to the termination of such lease.The insurance hereby afforded to the additional insured does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured. f. Lessor of Premises An owner or lessor of premises leased to you, or such owner or lessor's real estate manager, but only with respect to liability for "bodily injury," "property damage" or "personal and advertising Injury" arising out of the ownership, maintenance or use of such part of the premises leased to you, and provided that the "occurrence" giving rise to such "bodily injury" or"property damage"or the offense giving rise to such"personal and advertising injury,"takes place prior to the termination of such lease. The insurance hereby afforded to the additional insured does not apply to structural alterations, new construction or demolition operations performed by,on behalf of or for such additional insured. g. Mortgagee,Assignee or Receiver A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee, or receiver's liability for"bodily injury,""property damage" or"personal and advertising injury" arising out of the ownership, maintenance,or use of a premises by you. This insurance does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured. h. State or Political Subdivisions A state or government agency or subdivision or political subdivision that has issued a permit or authorization, but only with respect to such government agency or subdivision or political subdivision's liability for"bodily Injury,""property damage"or"personal and advertising injury"arising out of: (1) The following hazards in connection with premises you own, rent, or control and to which this insurance applies: (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings,sidewalk vaults,street banners,or decorations and similar exposures;or (b) The construction,erection, or removal of elevators;or (c) The ownership, maintenance or use of any elevators covered by this insurance;or (2) The permitted or authorized operations performed by you or on your behalf. But the coverage granted by this paragraph does not apply to: (a) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or government agency or subdivision or political subdivision; or (b) "Bodily injury" or "property damage" included within the "products-completed operations hazard." With respect to this provision's requirement that additional insured status must be requested under a • "written contract,"we will treat as a"written contract"any governmental permit that requires you to add the governmental entity as an additional insured. SB146932G(10-19) Page 3 of 7 Copyright,CNA All Rights Reserved. 310 SB146932G (Ed. 10-19) I Trade Show Event Lessor With respect to your participation in a trade show event as an exhibitor, presenter or displayer, any person or organization whom you are required to include as an additional Insured, but only with respect to such person or organization's liability for "bodily injury," "property damage," or "personal and advertising injury"caused by: a. Your acts or omissions;or b. Acts or omissions of those acting on your behalf; in the performance of your ongoing operations at the trade show premises during the trade show event. j. Other Person or Organization Any person or organization who is not an additional insured under paragraphs a. through i.above. Such additional insured is an insured solely for "bodily Injury," "property damage" or "personal and advertising injury"for which such additional insured is liable because of your acts or omissions. The coverage granted by this paragraph does not apply to any person or organization: (1) For "bodily injury," "property damage," or "personal and advertising injury" arising out of the rendering or failure to render any professional services; (2) For "bodily injury" or "property damage" included in the "products-completed operations hazard."But this provision (2)does not apply to such"bodily injury"or"property damage"if: (a) It is entirely due to your negligence and specifically results from your work for the additional insured which is the subject to the"written contract";and (b) The"written contract"requires you to make the person or organization an additional insured for such"bodily injury"or"property damage";or (3) Who is afforded additional insured coverage under another endorsement attached to this policy. C. ADDITIONAL PROVISIONS PERTINENT TO ADDITIONAL INSURED COVERAGE 1. With respect only to additional insured coverage provided under paragraphs A.and B.above: a. The BUSINESSOWNERS COMMON POLICY CONDITIONS are amended to add the following to the Condition entitled Other Insurance: This insurance is excess of all other insurance available to an additional insured whether primary, excess, contingent or on any other basis. However, if a"written contract"requires that this insurance be either primary or primary and noncontributing, then this insurance will be primary and non-contributory relative solely to insurance on which the additional insured is a named insured. b. Under Liability and Medical Expense Definitions,the following definition is added: 'Written contract" means a written contract or agreement that requires you to make a person or organization an additional insured on this policy, provided the contract or agreement: (1) Is currently in effect or becomes effective during the term of this policy; and (2) Was executed prior to: (a) The"bodily Injury"or"property damage;"or (b) The offense that caused the"personal and advertising injury"; for which the additional insured seeks coverage. 2. With respect to any additional insured added by this endorsement or by any other endorsement attached to this Coverage Part, the section entitled Who Is An Insured is amended to make the following natural persons insureds. If the additional insured is: a. An individual,then his or her spouse is an insured; SB146932G(10-19) Page 4 of 7 Copyright,CNA All Rights Reserved. 311 SB146932G (Ed. 10-19) b. A partnership or joint venture,then its partners, members and their spouses are insureds; c. A limited liability company,then its members and managers are insureds; d. An organization other than a partnership, joint venture or limited liability company, then its executive officers,directors and shareholders are insureds;or e. Any type of entity,then its employees are insureds; but only with respect to locations and operations covered by the additional insured endorsement's provisions, and only with respect to their respective roles within their organizations. Furthermore, employees of additional insureds are not insureds with respect to liability arising out of: (1) "Bodily Injury"or"personal and advertising injury" to any fellow employee or to any natural person listed in paragraphs a.through d.above; (2) "Property damage"to property owned, occupied or used by their employer or by any fellow employee;or (3) Providing or failing to provide professional health care services. II. LIABILITY EXTENSION COVERAGES It is understood and agreed that this endorsement amends the Businessowners Liability Coverage Form. If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision, and the changes made by this endorsement to such provision do not apply. A. Bodily injury—Expanded Definition Under Liability and Medical Expenses Definitions, the definition of"Bodily injury" is deleted and replaced by the following: "Bodily injury" means physical injury, sickness or disease sustained by a person, including death, humiliation, shock,mental anguish or mental injury by that person at any time which results as a consequence of the physical injury, sickness or disease. B. Broad Knowledge of Occurrence Under Businessowners Liability Conditions, the Condition entitled Duties In The Event of Occurrence, Offense, Claim or Suit is amended to add the following: Paragraphs a. and b. above apply to you or to any additional insured only when such "occurrence," offense, claim or"suit"is known to: (1) You or any additional insured that is an individual; (2) Any partner, if you or an additional insured is a partnership; (3) Any manager,if you or an additional insured is a limited liability company; (4) Any"executive officer"or insurance manager, if you or an additional insured is a corporation; (5) Any trustee,if you or an additional insured is a trust;or (6) Any elected or appointed official, if you or an additional insured is a political subdivision or public entity. This paragraph applies separately to you and any additional insured. C. Estates, Legal Representatives and Spouses The estates, heirs, legal representatives and spouses of any natural person insured shall also be insured under ;==i this policy; provided, however, coverage is afforded to such estates,heirs, legal representatives and spouses only for claims arising solely out of their capacity as such and, in the case of a spouse, where such claim seeks damages from marital common property, jointly held property, or property transferred from such natural.person insured to such spouse. No coverage is provided for any act, error or omission of an estate, heir, legal representative or spouse outside the scope of such person's capacity as such, provided however that the spouse of a natural person Named Insured and the spouses of members or partners of joint venture or partnership Named Insureds are insureds with respect to such spouses'acts, errors or omissions in the conduct of the Named Insured's business. SB146932G(10-19) Page 5 of 7 Copyright,CNA All Rights Reserved. 312 SB146932G (Ed. 10-19) D. Fellow Employee First Aid Coverage In the section entitled Who Is An Insured,paragraph 2.a.1. is amended to add the following: The limitations described in subparagraphs 2.a.1.(a), (b) and (c) do not apply to your "employees" for "bodily injury"that results from providing cardiopulmonary resuscitation or other first aid services to a co-employee"or "volunteer worker"that becomes necessary while your"employee" is performing duties in the conduct of your business. Your"employees" are hereby insureds for such services. But the insured status conferred by this provision does not apply to"employees"whose duties in your business are to provide professional health care services or health examinations. E. Legal Liability—Damage To Premises 1. Under B.Exclusions, 1.Applicable to Business Liability Coverage, Exclusion k. Damage To Property, is replaced by the following: k. Damage To Property "Property damage"to: 1. Property you own, rent or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; 2. Premises you sell, give away or abandon, if the "property damage"arises out of any part of those premises; 3. Property loaned to you; 4. Personal property in the care,custody or control of the insured; 5. That particular part of any real property on which you or any contractors or subcontractors working directly or indirectly in your behalf are performing operations, if the"property damage"arises out of those operations; or 6. That particular part of any property that must be restored, repaired or replaced because"your work" was incorrectly performed on it. Paragraph 2 of this exclusion does not apply if the premises are"your work"and were never occupied, rented or held for rental by you. Paragraphs 1, 3, and 4, of this exclusion do not apply to"property damage"(other than damage by fire or explosion)to premises: (1) rented to you: (2) temporarily occupied by you with the permission of the owner,or (3) to the contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section D— Liability and Medical Expenses Limits of Insurance. Paragraphs 3,4,6,and 6 of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph 6 of this exclusion does not apply to "property damage" included in the "products- completed operations hazard." 2. Under B.Exclusions, 1.Applicable to Business Liability Coverage, the following paragraph is added, and replaces the similar paragraph, if any, beneath paragraph (14) of the exclusion entitled Personal and Advertising Injury: Exclusions c, d, e,f,g,h, i,k, I,m, n, and o,do not apply to damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner or to the contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in Section D.Liability And Medical Expenses Limits Of Insurance. SB146932G(10-19) Page 6 of 7 Copyright,CNA All Rights Reserved. 313 SB146932G (Ed. 10-19) • 3. The first Paragraph under item 6. Damage To Premises Rented To You Limit of the section entitled Liability And Medical Expenses Limits Of insurance is replaced by the following: The most we will pay under Business Liability for damages because of "property damage" to any one premises, while rented to you or temporarily occupied by you with the permission of the owner, including contents of such premises rented to you for a period of 7 or fewer consecutive days, is the Damage to Premises Rented to You Limit. The Damage to Premises Rented to You Limit is the greater of: a. $1,000,000; or b. The Damage to Premises Rented to You Limit shown in the Declarations, F. Personal and Advertising injury—Discrimination or Humiliation 1. Under Liability and Medical Expenses Definitions, the definition of"personal and advertising injury" is amended to add the following: h. Discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is: (1) Not done intentionally by or at the direction of: (a) The insured;or (b) Any"executive officer,"director, stockholder, partner, member or manager(if you are a limited liability company)of the insured;and (2) Not directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person or person by any insured, 2. Under B. Exclusions, 1, Applicable to Business Liability Coverage, the exclusion entitled Personal and Advertising Injury is amended to add the following additional exclusions: (15)Discrimination Relating to Room,Dwelling or Premises Caused by discrimination directly or indirectly related to the sale,rental, lease or sub-lease or prospective sale, rental, lease or sub-lease of any room,dwelling or premises by or at the direction of any insured. (16)Employment Related Discrimination Discrimination or humiliation directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person by any insured. (17)Fines or Penalties Fines or penalties levied or imposed by a governmental entity because of discrimination. 3. This provision (Personal and Advertising Injury — Discrimination or Humiliation) does not apply if Personal and Advertising Injury Liability is excluded either by the provisions of the Policy or by endorsement. G. Personal and Advertising Injury-Broadened Eviction Under Liability and Medical Expenses Definitions, the definition of "Personal and advertising Injury" is amended to delete Paragraph c.and replace it with the following: C. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room dwelling or premises that a person or organization occupies committed by or on behalf of its owner, landlord or lessor. H. Waiver of Subrogation_Blanket We waive any right of recovery we may have against: a. Any person or organization with whom you have a written contract that requires such a waiver. All other terms and conditions of the Policy remain unchanged. SB146932G(10-19) Page 7 of 7 Copyright,CNA All Rights Reserved. 314 PROFESSIONAL SERVICES AGREEMENT WITH WITTMAN ENTERPRISES, LLC. FOR EMERGENCY MEDICAL AND AMBULANCE BILLING SERVICES THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into as of this 10th day of June, 2022 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and WITTMAN ENTERPRISES, LLC, a California limited liability company ("Contractor"), whose address is 11093 Sun Center Drive, Rancho Cordova, California 95670, and is made with reference to the following: RECITALS A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. City desires to engage Contractor to provide emergency medical and ambulance billing services ("Project"). C. Contractor possesses the skill, experience, ability, background, certification and knowledge to provide the professional services described in this Agreement. D. City has solicited and received a proposal from Contractor, has reviewed the previous experience and evaluated the expertise of Contractor, and desires to retain Contractor to render professional services under the terms and conditions set forth in this Agreement. NOW,THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM The term of this Agreement shall commence on the Effective Date, and shall terminate on December 31, 2027, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED Contractor shall diligently perform all the services described in the Scope of Services attached hereto as Exhibit A and incorporated herein by reference ("Services" or "Work"). City may elect to delete certain Services within the Scope of Services at its sole discretion. 3. TIME OF PERFORMANCE 3.1 Time is of the essence in the performance of Services under this Agreement and Contractor shall perform the Services in accordance with the schedule included in Exhibit A. In the absence of a specific schedule, the Services shall be performed to 315 completion in a diligent and timely manner. The failure by Contractor to strictly adhere to the schedule set forth in Exhibit A, if any, or perform the Services in a diligent and timely manner may result in termination of this Agreement by City. 3.2 Notwithstanding the foregoing, Contractor shall not be responsible for delays due to causes beyond Contractor's reasonable control. However, in the case of any such delay in the Services to be provided for the Project, each party hereby agrees to provide notice within two (2) calendar days of the occurrence causing the delay to the other party so that all delays can be addressed. 3.3 Contractor shall submit all requests for extensions of time for performance in writing to the Project Administrator as defined herein not later than ten (10) calendar days after the start of the condition that purportedly causes a delay. The Project Administrator shall review ail such requests and may grant reasonable time extensions for unforeseeable delays that are beyond Contractor's control. 3.4 For all time periods not specifically set forth herein, Contractor shall respond in the most expedient and appropriate manner under the circumstances, by hand-delivery or mail. 4. COMPENSATION TO CONTRACTOR 4.1 City shall pay Contractor for the Services on a time and expense not-to- exceed basis in accordance with the provisions of this Section and the Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein by reference. Contractor's compensation for all Work performed in accordance with this Agreement, including all reimbursable items and subcontractor fees, shall not exceed Nine Hundred Fifty Thousand Dollars and 00/100 ($950,000.00), without prior written authorization from City. No billing rate changes shall be made during the term of this Agreement without the prior written approval of City. 4.2 Contractor shall submit monthly invoices to City describing the Work performed the preceding month. Contractor's bills shall include the name of the person who performed the Work, a brief description of the Services performed and/or the specific task in the Scope of Services to which it relates, the date the Services were performed, the number of hours spent on all Work billed on an hourly basis, and a description of any reimbursable expenditures. City shall pay Contractor no later than thirty (30) calendar days after approval of the monthly invoice by City staff. 4.3 City shall reimburse Contractor only for those costs or expenses specifically identified in Exhibit B to this Agreement or specifically approved in writing in advance by City. 4.4 Contractor shall not receive any compensation for Extra Work performed without the prior written authorization of City. As used herein, "Extra Work" means any Work that is determined by City to be necessary for the proper completion of the Project, but which is not included within the Scope of Services and which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Wittman Enterprises, LLC Pagei2 Compensation for any authorized Extra Work shall be paid in accordance with the Schedule of Billing Rates as set forth in Exhibit B. 5. PROJECT MANAGER 5.1 Contractor shall designate a Project Manager, who shall coordinate all phases of the Project. This Project Manager shall be available to City at all reasonable times during the Agreement term. Contractor has designated Russ Harms to be its Project Manager. Contractor shall not remove or reassign the Project Manager or any personnel listed in Exhibit A or assign any new or replacement personnel to the Project without the prior written consent of City. City's approval shall not be unreasonably withheld with respect to the removal or assignment of non-key personnel. 5.2 Contractor, at the sole discretion of City, shall remove from the Project any of its personnel assigned to the performance of Services upon written request of City. Contractor warrants that it will continuously furnish the necessary personnel to complete the Project on a timely basis as contemplated by this Agreement. 5.3 If Contractor is performing inspection services for City, the Project Manager and any other assigned staff shall be equipped with a cellular phone to communicate with City staff. The Project Manager's cellular phone number shall be provided to City. 6. ADMINISTRATION This Agreement will be administered by the Fire Department. City's Administrative Manager or designee shall be the Project Administrator and shall have the authority to act for City under this Agreement. The Project Administrator shall represent City in all matters pertaining to the Services to be rendered pursuant to this Agreement. 7. CITY'S RESPONSIBILITIES To assist Contractor in the execution of its responsibilities under this Agreement, City agrees to provide access to and upon request of Contractor, one copy of all existing relevant information on file at City. City will provide all such materials in a timely manner so as not to cause delays in Contractor's Work schedule. 8. STANDARD OF CARE 8.1 All of the Services shall be performed by Contractor or under Contractor's supervision. Contractor represents that it possesses the professional and technical personnel required to perform the Services required by this Agreement, and that it will perform all Services in a manner commensurate with community professional standards and with the ordinary degree of skill and care that would be used by other reasonably competent practitioners of the same discipline under similar circumstances. All Services shall be performed by qualified and experienced personnel who are not employed by City. By delivery of completed Work, Contractor certifies that the Work conforms to the requirements of this Agreement, all applicable federal, state and local laws, and legally recognized professional standards. Wittman Enterprises, LLC Pagei3 8.2 Contractor represents and warrants to City that it has, shall obtain, and shall keep in full force and effect during the term hereof, at its sole cost and expense, all licenses, permits, qualifications, insurance and approvals of whatsoever nature that is legally required of Contractor to practice its profession. Contractor shall maintain a City of Newport Beach business license during the term of this Agreement. 8.3 Contractor shall not be responsible for delay, nor shall Contractor be responsible for damages or be in default or deemed to be in default by reason of strikes, lockouts, accidents, acts of God, or the failure of City to furnish timely information or to approve or disapprove Contractor's Work promptly, or delay or faulty performance by City, contractors, or governmental agencies. 9. HOLD HARMLESS 9.1 To the fullest extent permitted by law, Contractor shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents, volunteers and employees (collectively, the "Indemnified Parties") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorneys' fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims"), which may arise from or in any manner relate (directly or indirectly) to any breach of the terms and conditions of this Agreement, any Work performed or Services provided under this Agreement including, without limitation, defects in workmanship or materials or Contractor's presence or activities conducted on the Project (including the negligent, reckless, and/or willful acts, errors and/or omissions of Contractor, its principals, officers, agents, employees, vendors, suppliers, contractors, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable, or any or all of them). 9.2 Notwithstanding the foregoing, nothing herein shall be construed to require Contractor to indemnify the Indemnified Parties from any Claim arising from the sole negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorneys' fees in any action on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Contractor. 10. INDEPENDENT CONTRACTOR It is understood that City retains Contractor on an independent contractor basis and Contractor is not an agent or employee of City. The manner and means of conducting the Work are under the control of Contractor, except to the extent they are limited by statute, rule or regulation and the expressed terms of this Agreement. No civil service status or other right of employment shall accrue to Contractor or its employees. Nothing in this Agreement shall be deemed to constitute approval for Contractor or any of Contractor's employees or agents, to be the agents or employees of City. Contractor Wittman Enterprises, LLC Page 4 shall have the responsibility for and control over the means of performing the Work, provided that Contractor is in compliance with the terms of this Agreement. Anything in this Agreement that may appear to give City the right to direct Contractor as to the details of the performance of the Work or to exercise a measure of control over Contractor shall mean only that Contractor shall follow the desires of City with respect to the results of the Services. 11. COOPERATION Contractor agrees to work closely and cooperate fully with City's designated Project Administrator and any other agencies that may have jurisdiction or interest in the Work to be performed. City agrees to cooperate with the Contractor on the Project. 12. CITY POLICY Contractor shall discuss and review all matters relating to policy and Project direction with City's Project Administrator in advance of all critical decision points in order to ensure the Project proceeds in a manner consistent with City goals and policies. 13. PROGRESS Contractor is responsible for keeping the Project Administrator informed on a regular basis regarding the status and progress of the Project, activities performed and planned, and any meetings that have been scheduled or are desired. 14. INSURANCE Without limiting Contractor's indemnification of City, and prior to commencement of Work, Contractor shall obtain, provide and maintain at its own expense during the term of this Agreement or for other periods as specified in this Agreement, policies of insurance of the type, amounts, terms and conditions described in the Insurance Requirements attached hereto as Exhibit C, and incorporated herein by reference. 15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS Except as specifically authorized under this Agreement, the Services to be provided under this Agreement shall not be assigned, transferred contracted or subcontracted out without the prior written approval of City. Any of the following shall be construed as an assignment: The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Contractor, or of the interest of any general partner or joint venturer or syndicate member or cotenant if Contractor is a partnership or joint-venture or syndicate or co-tenancy, which shall result in changing the control of Contractor. Control means fifty percent (50%) or more of the voting power or twenty-five percent(25%) or more of the assets of the corporation, partnership or joint-venture. Wittman Enterprises, LLC Pagel$ 16. SUBCONTRACTING The subcontractors authorized by City, if any, to perform Work on this Project are identified in Exhibit A. Contractor shall be fully responsible to City for all acts and omissions of any subcontractor. Nothing in this Agreement.shall create any contractual relationship between City and any subcontractor nor shall it create any obligation on the part of City to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise required by law. City is an intended beneficiary of any Work performed by the subcontractor for purposes of establishing a duty of care between the subcontractor and City. Except as specifically authorized herein, the Services to be provided under this Agreement shall not be otherwise assigned, transferred, contracted or subcontracted out without the prior written approval of City. 17. OWNERSHIP OF DOCUMENTS 17.1 Each and every report, draft, map, record, plan, document and other writing produced, including but not limited to, websites, blogs, social media accounts and applications(hereinafter"Documents"), prepared or caused to be prepared by Contractor, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Contractor or any other party. Additionally, all material posted in cyberspace by Contractor, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Contractor or any other party. Contractor shall, at Contractor's expense, provide such Documents, including all logins and password information to City upon prior written request. 17.2 Documents, including drawings and specifications, prepared by Contractor pursuant to this Agreement are not intended or represented to be suitable for reuse by City or others on any other project. Any use of completed Documents for other projects and any use of incomplete Documents without specific written authorization from Contractor will be at City's sole risk and without liability to Contractor. Further, any and all liability arising out of changes made to Contractor's deliverables under this Agreement by City or persons other than Contractor is waived against Contractor, and City assumes full responsibility for such changes unless City has given Contractor prior notice and has received from Contractor written consent for such changes. 17.3 All written documents shall be transmitted to City in formats compatible with Microsoft Office and/or viewable with Adobe Acrobat. 18. CONFIDENTIALITY All Documents, including drafts, preliminary drawings or plans, notes and communications that result from the Services in this Agreement, shall be kept confidential unless City expressly authorizes in writing the release of information. • Wittman Enterprises, LLC Pagw6 19. INTELLECTUAL PROPERTY INDEMNITY Contractor shall defend and indemnify City, its agents, officers, representatives and employees against any and all liability, including costs, for infringement or alleged infringement of any United States' letters patent, trademark, or copyright, including costs, contained in Contractor's Documents provided under this Agreement. 20. RECORDS Contractor shall keep records and invoices in connection with the Services to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any Services, expenditures and disbursements charged to City, for a minimum period of three(3)years, or for any longer period required by law, from the date of final payment to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor shall allow a representative of City to examine, audit and make transcripts or copies of such records and invoices during regular business hours. Contractor shall 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 to Contractor under this Agreement. 21. WITHHOLDINGS City may withhold payment to Contractor of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. Contractor shall not discontinue Work as a result of such withholding. Contractor shall have an immediate right to appeal to the City Manager or designee with respect to such disputed sums. Contractor shall be entitled to receive interest on any withheld sums at the rate of return that City earned on its investments during the time period, from the date of withholding of any amounts found to have been improperly withheld. 22. ERRORS AND OMISSIONS In the event of errors or omissions that are due to the negligence or professional inexperience of Contractor which result in expense to City greater than what would have resulted if there were not errors or omissions in the Work accomplished by Contractor, the additional design, construction and/or restoration expense shall be borne by Contractor. Nothing in this Section is intended to limit City's rights under the law or any other sections of this Agreement 23. CITY'S RIGHT TO EMPLOY OTHER CONTRACTORS City reserves the right to employ other Contractors in connection with the Project. Wittman Enterprises, LLC Page2Y 24. CONFLICTS OF INTEREST 24.1 Contractor or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act") and/or Government Code §§ 1090 et seq., which (1) require such persons to disclose any financial interest that may foreseeably be materially affected by the Work performed under this Agreement, and (2) prohibit such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. 24.2 If subject to the Act and/or Government Code §§ 1090 et seq., Contractor shall conform to all requirements therein. Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by City. Contractor shall indemnify and hold harmless City for any and all claims for damages resulting from Contractor's violation of this Section. 25. NOTICES 25.1 All notices, demands, requests or approvals, including any change in mailing address, to be given under the terms of this Agreement shall be given in writing, and conclusively shall be deemed served when delivered personally, or on the third business day after the deposit thereof in the United States mail, postage prepaid, first- class mail, addressed as hereinafter provided. 25.2 ' All notices, demands, requests or approvals from Contractor to City shall be addressed to City at: Attn: Administrative Manager Fire Department City of Newport Beach 100 Civic Center Drive PO Box 1768 Newport Beach, CA 92658 25.3 All notices, demands, requests or approvals from City to Contractor shall be addressed to Contractor at: Attn: Russ Harms, Executive Director of Business Development Wittman Enterprises, LLC 11093 Sun Center Drive Rancho Cordova, CA 95670 26. CLAIMS Unless a shorter time is specified elsewhere in this Agreement, before making its final request for payment under this Agreement, Contractor shall submit to City, in writing, all claims for compensation under or arising out of this Agreement. Contractor's acceptance of the final payment shall constitute a waiver of all claims for compensation under or arising out of this Agreement except those previously made in writing and Wittman Enterprises, LLC Page28 identified by Contractor in writing as unsettled at the time of its final request for payment. Contractor and City expressly agree that in addition to any claims filing requirements set forth in the Agreement, Contractor shall be required to file any claim Contractor may have against City in strict conformance with the Government Claims Act (Government Code sections 900 et seq.). 27. TERMINATION • 27.1 In the event that either party fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, that party shall be deemed in default in the performance of this Agreement. If such default is not cured within a period of two (2) calendar days, or if more than two (2) calendar days are reasonably required to cure the default and the defaulting party fails to give adequate assurance of due performance within two (2) calendar days after receipt of written notice of default, specifying the nature of such default and the steps necessary to cure such default, and thereafter diligently take steps to cure the default, the non-defaulting party may terminate the Agreement forthwith by giving to the defaulting party written notice thereof. 27.2 Notwithstanding the above provisions, City shall have the right, at its sole and absolute discretion and without cause, of terminating this Agreement at any time by giving no less than seven (7) calendar days' prior written notice to Contractor. In the event of termination under this Section, City shall pay Contractor for Services satisfactorily performed and costs incurred up to the effective date of termination for which Contractor has not been previously paid. On the effective date of termination, Contractor shall deliver to City all reports, Documents and other information developed or accumulated in the performance of this Agreement, whether in draft or final form. 28. STANDARD PROVISIONS 28.1 Recitals. City and Contractor acknowledge that the above Recitals are true and correct and are hereby incorporated by reference into this Agreement. 28.2 Compliance with all Laws. Contractor shall, at its own cost and expense, comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. In addition, all Work prepared by Contractor shall conform to applicable City, county, state and federal laws, rules, regulations and permit requirements and be subject to approval of the Project Administrator and City. 28.3 Waiver. A waiver by either party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character. 28.4 Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. Wittman Enterprises, LLC Page29 28.5 Conflicts or Inconsistencies. In the event there are any conflicts or inconsistencies between this Agreement and the Scope of Services or any other attachments attached hereto, the terms of this Agreement shall govern. 28.6 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of the Agreement or any other rule of construction which might otherwise apply. 28.7 Amendments. This Agreement may be modified or amended only by a written document executed by both Contractor and City and approved as to form by the City Attorney. 28.8 Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 28.9 Controlling Law and Venue. The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange, State of California. 28.10 Equal Opportunity Employment. Contractor represents that it is an equal opportunity employer and it shall .not discriminate against any subcontractor, employee or applicant for employment because race, religious creed, color, national origin, ancestry, physical handicap, medical condition, marital status, sex, sexual orientation, age or any other impermissible basis under law. 28.11 No Attorneys' Fees. In the event of any dispute or legal action arising under this Agreement, the prevailing party shall not be entitled to attorneys' fees. 28.12 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which together shall constitute one (1) and the same instrument. [SIGNATURES ON NEXT PAGE] • Wittman Enterprises, LLC Pages1,0 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED.AS TO FORM: CITY OF NEWPORT BEACH, CITY ATTORNEY'S OFFICE a California muni ' I corporation Date: ,4(0(.20.4.2 Date: 2, BY:Ce;2. ° eme- By: Aaron C. Harp evin Muldoo City Attorney Mayor ATTEST: CONTRACTOR: Wittman Enterprises, Date: A j3 LLC, a California limited liability company Date: By Signed in Counterpart : (4 By: Leilani I. Brown Corinne Wittman-Wong City Clerk Chief Executive Officer Date: 0 — • 0".% A By: Signed in'Counterpart ,AtTAA o Walter Imboden • President and Chief Financial Officer [END OF SIGNATURES] Attachments: Exhibit A— Scope of Services Exhibit B—Schedule of Billing Rates Exhibit C— Insurance Requirements Wittman Enterprises, LLC Page3t1 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY OF NEWPORT BEACH, CITY ATTORNEY'S OFFICE a California municipal corporation Date: 4114426g. Date: By: celr By: Aaron C. Harp Kevin Muldoon City Attorney CD Mayor ATTEST: CONTRACTOR: Wittman Enterprises, Date: LLC, a California limited liability company Date: By: By: G�^ �•- -- Leilani I. Brown Corinne Wittman-Wong City Clerk Chief Executive Officer Date: BY Walter lmboden President and Chief Financial Officer [END OF SIGNATURES] Attachments: Exhibit A—Scope of Services Exhibit B —Schedule of Billing Rates Exhibit C— Insurance Requirements Wittman Enterprises, LLC Page3 61 EXHIBIT A WITTMAN ENTERPRISES, LLC SCOPE OF SERVICES 1) Contractor shall provide all functions of the billing process including preparing, invoicing, categorizing, recording, monitoring, supervising, and managing the emergency medical and ambulance transportation billing. The contract rate shall cover all costs of processing including postage, data mailers, telephone costs, etc. 2) The City will work cooperatively with the Contractor to collect signatures at the time of patient contact but the final responsibility to obtain patient signatures will rest with the Contractor. 3) Contractor shall provide excellent customer service to City of Newport Beach patients who have billing questions or problems, by providing a toll-free phone number and an email address, so individuals requiring assistance with invoices may contact the company directly. 4) Contractor shall provide customer service representatives that are available at a minimum from 8:00 a.m. to 4:30 p.m., Pacific Time, Monday through Friday, excluding major holidays. Contractor shall provide a toll free 800 telephone number for billing inquiries. Language translation service for other language needs of patients or their representatives shall be available. Contractor shall make outgoing contacts with City accounts identifying themselves as "Ambulance Billing Services for the City of Newport Beach Paramedic Services" and shall identify themselves when receiving incoming calls as "Ambulance Billing Services." Contractor shall provide the flexibility and customer support care needed for the City's accounts by providing an adequate number of personnel to respond in a timely manner. 5) Contractor shall provide a liaison to the City. This individual shall be a full—time employee of the Contractor, have an extensive knowledge of EMS billing practices, as well as an understanding of EMS industry standard practices, and decision- making authority for problem resolution. This liaison shall be available during regular business hours and have an alternate contact available in his/her absence. The liaison shall provide overall management and coordination of the contract on the Contractor's behalf and have access to the needed technical assistance at all times. 6) Contractor shall demonstrate the ability to evaluate individual ePCRs,with specific direction provided by City, which may be unpredictable and cannot be automated for routine handling due to the variance of information and patient care and needs. Wittman Enterprises, LLC Page AA1(1 7) Contractor shall research and follow up on all accounts with inadequate billing information to include: o Contact administration for' missing and/or incomplete information in the ePCRs. o Contact receiving hospital for missing and/or incomplete billing information needed from the admitting/registration records. o Contact patient family members or emergency contacts for information. o Refer to zip code/street directions for incomplete/missing address information. o Make inquiries to the patient via mail, phone, or similar means. 8) Contractor shall aid City in program and fee studies by providing data, industry standards, revenue projections, etc. as requested by City. 9) Contractor shall aid and reporting for cost reimbursement programs including Ground Emergency Medical Transport (GEMT); Ground Emergency Medical Transport Quality Assurance Fee (GEMT QAF); Medi-Cal Rate Range Intergovernmental Transport (IGT); or other programs aimed at recovering service costs for the City. 10) Contractor shall be willing to provide support and assistance in pilot studies at the direction of the City. 11) Contractor shall recognize the City's paramedic subscription (membership) program and ensure that the Contractor's employees who speak with the City's patients are knowledgeable about the program. Contractor shall ensure that the billing process is handled appropriately for eligible members within the membership program policies. All memberships will be provided on a monthly basis and shall be verified in the Contractors' database. If a patient's eligibility is questioned, Contractor shall email the Fire Department for verification. If a patient becomes interested in obtaining a paramedic subscription membership, the Contractor will provide the patient with the appropriate City contact to apply for a subscription membership. 12) Contractor shall be responsible for mailing the City's Customer Satisfaction Survey, provided by the City, in the manner prescribed by the City. The survey contents may be modified at any time during the contract at the discretion of the City. Contractor shall provide information regarding the level of services that they are willing to provide in this area. 13) Contractor shall provide all software and hardware associated with the billing and receivables process. Contractor shall be able to accurately transfer all necessary information from the City's Image Trend database, based on the information provided by the ePCR, and obtain any additional information needed that is not included in the ePCR, for proper and correct patient billing. Proposers shall work with the City and the City's ePCR vendor to identify data input gaps, errors, or other data needs, and describe a means of obtaining solutions to these problems. Wittman Enterprises, LLC Page Proposers shall provide a complete package describing billing and collections, follow-up, account posting, and accounts receivable reconciliation, and reporting services. 14) Contractor shall maintain a secure file transfer protocol (FTP) platform to send and receive account data and information when necessary. Contractor shall maintain the FTP platform during the entire term of the contract and ensure any files are properly retrieved by City prior to closing the FTP site. 15) Contractor shall maintain updated and current technology that will continuously provide the highest level of reimbursement and customer service possible. 16) For all accounts assigned to the Contractor,all customer contact, including notices, mailing, itemizations, small claims, bankruptcy filings, and miscellaneous requests and inquiries, is the sole responsibility of the Contractor. Contractor will be fully responsible for maintaining accurate records of ail correspondence including calls and emails, documents, accounting records, transactions, and other relative evidence for a period of seven (7)years. Contractor will also be solely responsible for any and all costs incurred in and associated with the accounts referred to them by the City. All records shall be made available to the City upon request. 17) Contractor shall maintain records that are in accordance with generally accepted accounting principles (GAAP). Contractor agrees that all account files are the property of the City and will relinquish them to the City at the termination of the. contract. 18) Contractor shall provide electronic claims processing and filings whenever possible for the various claim types including Medicare, Medi-Cal, commercial insurances, workers' compensation, and private insurance. Contractor shall process filings and denials for all insurances according to defined timelines. Contractor shall provide information on its capabilities in these areas, particularly in relationship to paramedic and emergency ambulance billing. 19) Contractor shall provide the City with electronic access to the billing records. Contractor shall possess and demonstrate they have the necessary expertise, experience, and qualifications to provide these types of services. The City wishes to create efficiencies and make improvements wherever possible, and take advantage of new technologies. 20) The software and hardware of the billing system shall ensure complete and uninterrupted back-up with a data recovery system should a disaster occur. Contractor shall provide information on its data recovery plan. 21) Contractor shall provide the detailed steps that will be taken once an ePCR is received from the City, including the number of contacts and procedures for correct invoicing and to secure payment for the service. This shall include research methods of patients' ability to pay, and efforts to locate and correct any incorrect Wittman Enterprises, LLC Page A23 or incomplete information. Contractor to provide time frames for completing each step in the process. The following represents the City's current billing schedule: 1) Initial Invoice: Three (3) business days of receipt of an ePCR 2) Statement: 30 days of receipt of ePCR. 3) Past Due Statement: 20 days 4) Final Demand: 10 days 5) Delinquent Claim: 45 days; by telephone 6) Receipts Processing: One(1) business day of receipt 22) Contractor shall be responsible for obtaining demographic and insurance information from receiving hospitals. Contractor shall detail the process for obtaining and electronically securing this information. 23) Contractor shall describe their audit process. Contractor shall be responsible for ensuring that records are not missing, minimum content criteria is present, fee schedules are accurate and applied correctly, billing codes are appropriate, and itemized charges are captured.. 24) Contractor shall provide all monthly finance, billing, receivables, and aging reports including but not limited to monthly ticket survey, daily cash receipts journal, monthly receivables aging report by payor mix, monthly status of all accounts by payor mix, revenue report by payor mix, charge summary by type of service provided and general supply category used. Contractor shall also provide a monthly summary of Customer Satisfaction Survey results. Reports may be modified periodically on specific issues or needs that arise, and new reports not specifically identified in this RFQ may be requested that would be useful to the City, such as revenue trend analysis or revenue forecasting. Contractor to provide sample copies of these types of reports the City could expect to receive. 25) Contractor shall provide a monthly reconciliation of the data received from the NBFD ePCRs with the amount billed to customers, explaining differences, if any. Required information on the Contractor's deposit report and monthly reports includes the incident number, date of service, invoice number, insurance information, amount billed, total payments received, and balance. 26) Contractor shall provide quarterly analysis identifying at a minimum the percent of collections, timelines from billing to receiving payment, number and types of complaints and other data deemed necessary for business planning and future analysis. 27) Contractor shall process requests for refunds and/or hardships and associated back-up documentation per the City's policy. Upon receiving requests and necessary documents, Contract shall forward to the City in a timely manner for City's review and action. Contractor shall then implement City's approved action of payment plans, fee reductions, and/or fee waivers. Wittman Enterprises, LLC Page 28) Contractor shall provide a monthly invoice to the City that clearly notes the date range of service and reflects the gross collections, refunds, net collections, and the Contractor's fee for the service period. 29) Contractor shall provide user access to its system wherein the City can run weekly, detail and summary financial reports in Excel or similar format. The reports shall contain, at a minimum, the following information: amount billed, amount collected, amount refunded, amount sent to collection, and amount written off. If such access is not possible, then the Contractor shall deliver reports containing the specified information to the City on an as needed basis. 30) Contractor shall have the ability to handle third party payor submission inquiries regarding insurance claims. 31) Contractor shall have the ability to cross reference patient files in various methods (i.e., last name, social security number, service or residence address, date of birth, date of service, etc.). 32) Contractor shall forward all unresolved complaints and billing disputes to the City for review and determination. Contractor shall adhere to the City's policy for handling account hardship issues, liens, and attorney settlement requests, including but not limited to minimal monthly payment plans, credit card transactions, write-downs, and write-offs. 33) Contractor shall provide its procedures in handling delinquent accounts before referring the accounts to the City for bad debt collection. Contractor shall provide a weekly report of all recommended accounts, with detailed notes on the servicing of each account. Contractor shall reconcile any account upon the City's request and prior to that month's closing. Contractor shall reconcile accounts from the bad debt collection agency upon the City's request. 34) Contractor shall be able to electronically transmit delinquent accounts to the City's debt collection agency, currently Professional Credit Services. 35) Contractor shall send a lien to an attorney that may be handling a personal injury case for a patient. The Contractor shall have a process to follow up on the status of these lien accounts. The Contractor shall also immediately notify the City via email whenever it is made aware that there is possible legal action being taken against the City of Newport Beach and/or the Newport Beach Fire Department and/or any of its employees acting in the scope of their employment. 36) Contractor shall not assign or subcontract any portion of this agreement or transfer, assign or outsource any claim, pursuant to this contract, without the written consent of the City. Contractor shall not enter into any third-party agreements with clearinghouses, insurance companies or any other arrangement that results in a reduction of reimbursement without the written approval of the City. Wittman Enterprises, LLC Page A15 37) The City reserves the right to terminate the contract at any time by providing a thirty-day written notice for convenience or cause. In the event of contract termination or the bankruptcy/dissolution of the Contractor, all accounts and documentation relating to City accounts shall be returned to the City, regardless of status or payment arrangements made with consumers. 38) Contractor shall exercise its best ethical, prudent, lawful, and professional efforts to secure payments on all accounts referred by the City. Collection activities shall comply with all federal, state, and local laws, including but not limited to the Federal Fair Debt Collection Practices Act. 39) Contractor shall meet with City staff upon execution of contract to discuss goals of the relationship, the services to be provided, and other topics relevant to the billing process. Contractor shall meet with City staff on an annual basis (or as needed if issues arise) to discuss all services and how the Contractor and City can work together to further collections. 40) Contractor will provide updates to the City on changes in federal and state laws and regulations and shall liaise with State and Federal agencies on behalf of the City. 41) Contractor shall have the ability to effect collections in all 50 states. Contractor shall explain their experience with California insurance laws, agencies and with various health insurance carriers and health maintenance organizations (HMOs). Contractor will remain,current in insurance regulations and inform the City if its current practices need to be modified to adhere to maximize reimbursement. 42) Contractor will process all customer payments in accordance with applicable Payment Card Industry (PCI) security requirements. 43) Contractor shall guarantee the confidentiality, security and safety of all files, documents and information provided by the City, except as to disclosure required by federal and state laws and regulations. Contract will comply with all federal, state, and local statutes and regulations regarding protected health information, including the Health Insurance and Portability and Accountability Act of 1996 (HIPAA), and shall enter into a HIPAA Business Associate Agreement with the City if selected. Contractor shall maintain HIPAA compliant throughout the term of the contract. 44) Contractor shall comply with all federal and state regulations and applicable State Medi-Cal regulations regarding claim submittal and processing in its entirety. Contractor will remain current in the regulations and inform the City if its current practices need to be modified to adhere to all regulatory matters. Wittman Enterprises, LLC Page A=36 EXHIBIT B SCHEDULE OF BILLING RATES Emergency Medical and 3.99% of net collections Year 1 Ambulance Billing and 4.25% of net collections . Years 2-3 Collection Services 4.50% of net collections Years 4-5 JJJ Wittman Enterprises, LLC Page B-1 EXHIBIT C INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES 1. Provision of Insurance. Without limiting Contractor's indemnification of City, and prior to commencement of Work, Contractor shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. Contractor agrees to provide insurance in accordance with requirements set forth here. If Contractor uses existing coverage to comply and that coverage does not meet these requirements, Contractor agrees to amend, supplement or endorse the. existing coverage. 2. Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. 3. Coverage Requirements. A. Workers' Compensation Insurance. Contractor shall maintain Workers' Compensation Insurance, statutory limits, and Employer's Liability Insurance with limits of at least one million dollars ($1,000,000) each accident for bodily injury by accident and each employee for bodily injury by disease in accordance with the laws of the State of California, Section 3700 of the Labor Code. Contractor shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its City Council, boards and commissions, officers, agents, volunteers and employees. B. General Liability Insurance. Contractor shall maintain commercial general liability insurance, and if necessary umbrella liability insurance, with coverage at least as broad as provided by Insurance Services Office form CG 00 01, in an amount not less than one million dollars ($1,000,000) per occurrence, two million dollars ($2,000,000) general aggregate. The policy shall cover liability arising from premises, operations, personal and advertising injury, and liability assumed under an insured contract(including the tort liability of another assumed in a business contract). C. Automobile Liability Insurance. Contractor shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of Contractor arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non-owned or rented vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit each accident. JJ'1 Wittman Enterprises, LLC Page C-1 D. Professional Liability (Errors & Omissions) Insurance. Contractor shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of one million dollars ($1,000,000) per claim and two million dollars ($2,000,000) in the aggregate: Any policy inception date, continuity date, or retroactive date must be before the Effective Date of this Agreement and Contractor agrees to maintain continuous coverage through a period no less than three years after completion of the Services required by this Agreement. 4. Other Insurance Requirements: The policies are to contain, or be endorsed to contain, the following provisions: A. Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against City, its City Council, boards and commissions, officers, agents, volunteers and employees or shall specifically allow Contractor or others providing insurance evidence in compliance with these requirements to waive their right of recovery prior to a loss. Contractor hereby waives its own right of recovery against City, and shall require similar written express waivers from each of its subcontractors. B. Additional Insured Status. All liability policies including general liability, excess liability, pollution liability, and automobileliability, if required, but not including professional liability, shall provide or be endorsed to provide that City, its City Council, boards and commissions, officers, agents, volunteers and employees shall be included as insureds under such policies. C. Primary and Non Contributory. All liability coverage shall apply on a primary basis and shall not require contribution from any insurance or self-insurance maintained by City. D. Notice of Cancellation. All policies shall provide City with thirty (30) calendar days' notice of cancellation (except for nonpayment for which ten (10) calendar days' notice is required) or nonrenewal of coverage for each required coverage. 5. Additional Agreements Between the Parties. The parties hereby agree to the following: A. Evidence of insurance. Contractor shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation and other endorsements as specified herein for each coverage. Insurance certificates and endorsement must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least JJ3 Wittman Enterprises, LLC Page C-2 fifteen (15) days prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or reduced, Contractor shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies. City reserves the right to require complete, certified copies of all required insurance policies, at any time. B. Citv's Right to Revise Requirements. City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving Contractor sixty (60) calendar days' advance written notice of such change. If such change results in substantial additional cost to Contractor, City and Contractor may renegotiate Contractor's compensation. C. Right to Review Subcontracts. Contractor agrees that upon request, all agreements with subcontractors or others with whom Contractor enters into contracts with on behalf of City will be submitted to City for review. Failure of City to request copies of such agreements will not impose any liability on City, or its employees. Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from subcontractors. For CGL coverage, subcontractors shall provide coverage with a format at least as broad as CG 20 38 04 13. D. Enforcement of Agreement Provisions. Contractor acknowledges and agrees that any actual or alleged failure on the part of City to inform Contractor of non-compliance with any requirement imposes no additional obligations on City nor does it waive any rights hereunder. E. Requirements not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Contractor maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. F. Self-insured Retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self- JJV Wittman Enterprises, LLC Page C-3 insurance will not be considered to comply with these requirements unless approved by City. G. City Remedies for Non-Compliance. If Contractor or any subcontractor fails to provide and maintain insurance as required herein, then City shall have the right but not the obligation, to purchase such insurance, to terminate this Agreement, or to suspend Contractor's right to proceed until proper evidence of insurance is provided. Any amounts paid by City shall, at City's sole option, be deducted from amounts payable to Contractor or reimbursed by Contractor upon demand. H. Timely Notice of Claims. Contractor shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Contractor's performance under this Agreement, and that involve or may involve coverage under any of the required liability policies. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. I. Contractor's Insurance. Contractor shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Work. 33/ Wittman Enterprises, LLC Page C-4