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HomeMy WebLinkAboutC-4531 - Service Agreement for Ambulance Billing Services'✓� AMENDMENT NO. ONE TO S SERVICE AGREEMENT WITH WITTMAN ENTERPRISES, LLC (FKA WITTMAN ENTERPRISES) V FOR AMBULANCE BILLING SERVICES THIS AMENDMENT NO. ONE TO THE SERVICE AGREEMENT ("Agreement") is made and entered into as of this 20th day of November, 2014 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and WITTMAN ENTERPRISES, LLC (FKA WITTMAN ENTERPRISES), a California limited liability company ("Contractor"), whose address is 21 Blue Sky Court, Suite A, Sacramento, California 95828, and is made with reference to the following: RECITALS A. On July 13, 2011, City and Contractor entered into a Service Agreement ("Agreement") to provide statements to and collect payments from patients who have received paramedic field services and emergency ambulance transportation services ("Project"). B. City desires to enter into this Amendment No. One to increase the total annual compensation to cover unforeseen increase in overall billing activity NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. COMPENSATION TO CONTRACTOR Section 4.1 of the Agreement is amended in its entirety and replaced with the following: "Computation of the compensation due Contractor for any given month shall be based on the revenues actually received by Contractor on behalf of the City during that month. City shall pay Contractor and Contractor accepts as full payment for all Services rendered pursuant to this Agreement, six and one/tenth percent (6.1 %) ("Rate") of the net proceeds received by Contractor on behalf of City for paramedic field services for any given month. This amount, including any reimbursable items and subcontractor fees, shall not exceed Two Hundred Thousand Dollars and 00/100 ($200,000.00) per contract year without written amendment to the Agreement. No billing rate changes shall be made during the term of this Agreement without the prior written approval of City." The total amended compensation reflects Contractor's additional compensation to cover unforeseen increase in overall billing activity in accordance with this Amendment No. One, including all reimbursable items and subcontractor fees, in an amount not to exceed Thirty Five Thousand Dollars and 00/100 ($35,000.00). 2. INTEGRATED CONTRACT Except as expressly modified herein, all other provisions, terms, and covenants set forth in the Agreement shall remain unchanged and shall be in full force and effect. [SIGNATURES ON NEXT PAGE] Wittman Enterprises, LLC Page 2 IN WITNESS WHEREOF, the parties have caused this Amendment No. [1] to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTOR EY'S OFFICE Date: By: Aar,Vn.n Harp (AM 111 Cityrney ATTEST: Date: �a�) J. I By:_ da�t 4, Leilani I. Brown City Clerk ®'P0{iN� CITY OF NEWPORT BEACH, a California municipal corporation Date: t Z1�+ 1kt� By: David iff City Manager CONTRACTOR: Wittman Enterprises, LLC, a California limited liability company Date: Signed in C- unterpart Corinne Wittman -Wong Chief Executive Officer Date: Signed in Counterpart By: Walter Imboden Chief Financial Officer [END OF SIGNATURES] Wittman Enterprises, LLC Page 3 IN WITNESS WHEREOF, the parties have caused this Amendment No. [1] to be executed on the dates written below. APPROVED AS TO FORM: CITY OF NEWPORT BEACH, CITY ATTgRN Y'S OFFICE a California municipal corporation Date: 11 W'- / /1/ Date: By: - - By:- -- - - --- - ----- - Aa C. Harp ulc.e(rj David Kiffv City Attorney & City Manager ATTEST: Date: CONTRACTOR: Wittman Enterprises, LLC, a California limited liability company Date: By: By ' r t 11-1r:acr.1 - Leilani I. Brown Corinne Wittman -Wong City Clerk Chief Executive Officer Date: lo2zi1i -1 ter Imboden Chief Financial Officer (END OF SIGNATURES] Wittman Enterprises, LLC Page 3 SERVICE AGREEMENT WITH WITTMAN ENTERPRISES FOR AMBULANCE BILLING SERVICES '� THIS SERVICE AGREEMENT ("Agreement") is made and entered into as of this 1 day of July, 2011 by and between the CITY OF NEWPORT BEACH, a California Municipal Corporation ("City"), and WITTMAN ENTERPRISES, a California corporation ("Contractor"), whose address is 21 Blue Sky Court, Suite A, Sacramento, California 95828 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. Since 1975, the Newport Beach Fire Department has been the sole provider of Paramedic services for the City. The City Council establishes by Resolution reasonable fees and charges to be paid by persons using the City's paramedic field services to recover the City's costs for providing paramedic services and emergency ambulance transportation services. . C. City desires to engage Contractor to provide statements to and collect payments from patients who have received paramedic field services and emergency ambulance transportation services ("Project"). D. Contractor possesses the skill, experience, ability, background, certification and knowledge to provide the services described in this Agreement. E. The principal member of Contractor, for purposes of Project, shall be Corinne Wittman -Wong. F. 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 initial term of this Agreement shall commence on the above written date, and shall be for a period of three (3) years. The term of this Agreement shall be extended for two (2) additional one (1) year terms with the extensions to automatically commence upon the expiration of the initial term, or any extended term, unless the City notifies the Contractor in writing thirty (30) days before the end of the initial term or any extended term of its intent to terminate this Agreement at the conclusion of the initial term or any extended term. In any event, the term of this Agreement shall not extend beyond June 30, 2016 unless terminated earlier as set forth in Section 27. 2. SERVICES TO BE PERFORMED City and Contractor acknowledge that the above Recitals are true and correct and are hereby incorporated by reference. Contractor shall diligently perform all the services described in the Scope of Services attached hereto as Exhibit A and incorporated herein by reference ("Services"). The City may elect to delete certain tasks of 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 the Services shall be performed to completion in a diligent and timely manner. The failure by Contractor to 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 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 not later than ten (10) calendar days after the start of the condition that purportedly causes a delay. The Project Administrator shall review all 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 telephone, fax, hand -delivery or mail. 4. COMPENSATION TO CONTRACTOR 4.1 Computation of the compensation due Contractor for any given month shall be.based on the revenues actually received by Contractor on behalf of the City during that month. City shall pay Contractor, and Contractor accepts as full payment for all Services rendered pursuant to this Agreement, six and one/tenth percent (6.1%) ('Rate") of the net proceeds received by Contractor on behalf of City for paramedic field services for any given month. This amount, including any reimbursable items and subcontractor fees, shall not exceed One Hundred Sixty Five Thousand Dollars and no/100 ($165,000.00) per contract year without written amendment to the Agreement. No 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 Services performed the preceding month. Contractor's invoices shall include 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 and a description of any reimbursable expenditures. City shall pay Contractor no later than thirty (30) days after approval of the monthly invoice by City staff. Wittman Enterprises Page 2 4.3 City shall reimburse Contractor only for those costs or expenses specifically approved in this Agreement, or specifically approved in writing in advance by City. Unless otherwise approved, such costs shall be limited and include nothing more than the following costs incurred by Contractor 4.3.1 The actual costs of subcontractors for performance of any of the Services that Contractor agrees to render pursuant to this Agreement, which have been approved in advance by City and awarded in accordance with this Agreement. 4.3.2 Approved reproduction charges. 4.3.3 Actual costs and/or other costs and/or payments specifically authorized in advance in writing and incurred by Contractor in the performance of this Agreement. 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. 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 Corinne Wittman -Wong 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. 6. ADMINISTRATION This Agreement will be administered by the Fire Department. Cathy Ord, Emergency Medical Services (EMS) Manager, or his/her designee, shall be the Project Administrator and shall have the authority to act for City under this Agreement. The Project Administrator or her authorized representative shall represent City in all matters pertaining to the Services to be rendered pursuant to this Agreement. 7. CITY'S RESPONSIBILITIES 7.1 In order to assist Contractor in the execution of its responsibilities under this Agreement, City agrees to, where applicable: Wittman Enterprises Page 3 7.1.1 Submit necessary transport information, including pay source information and patient condition, to Contractor for billing purposes. 7.1.2 Submit to Contractor all necessary information relating to patient transport services, payments and patient eligibility. 7.1.3 Notify Contractor of any accounts that require special attention. 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. All Services shall be performed by qualified and experienced personnel who are not employed by City, nor have any contractual relationship with City. By delivery of completed work, Contractor certifies that the work conforms to the requirements of this Agreement and all applicable federal, state and local laws and the professional standard of care. 8.2 Contractor represents and warrants to City that it has, shall obtain, and shall keep in full force in 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, or 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. 8.4 Contractor shall comply with the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191 ("HIPAA" ), the Health Information Technology for Economic and Clinical Health Act, Public Law 111-005 ("the HITECH Act"), and including but not limited to, the Standards for Privacy of Individually Identifiable Health Information, 45 Code of Federal Regulations Parts 160 and 164; and shall enter into a the HIPAA Business Associate Agreement attached hereto as Exhibit C and incorporated herein by reference. 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, attorney's fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims"), which may arise from or in any manner Wittman Enterprises Page 4 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 and/or willful acts, errors and/or omissions of Contractor, its principals, officers, agents, employees, vendors, suppliers, subcontractors, 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 attorney's 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 the 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. 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 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 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 and/or his/her duly authorized designee 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. Wittman Enterprises Page 5 14. INSURANCE 14.1 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. 14.2 Proof 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. 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. City reserves the right to require complete, certified copies of all required insurance policies, at any time. 14.2.1 Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Work hereunder by Contractor, his agents, representatives, employees or subcontractors. The cost of such insurance shall be included in Contractor's bid. 14.3 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. 14.4 Coverage Requirements. 14.4.1 Workers' Compensation Coverage. Contractor shall maintain Workers' Compensation Insurance (Statutory Limits) and Employer's Liability Insurance (with limits of at least one million dollars ($1,000,000)) for Contractor's employees in accordance with the laws of the State of California, Section 3700 of the Labor Code In addition, Contractor shall require each subContractor to similarly maintain Workers' Compensation Insurance and Employer's Liability Insurance in accordance with the laws of the State of California, Section 3700 for all of the subContractor's employees. 14.4.1.1 Any notice of cancellation or non -renewal of all Workers' Compensation policies must be received by City at least thirty (30) calendar days (ten (10) calendar days written notice of non-payment of premium) prior to such change. 14.4.1.2 Contractor shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees and volunteers. 14.4.2 General Liability Coverage. Contractor shall maintain commercial general liability insurance in an amount not less than one million dollars ($1,000,000) Wittman Enterprises Page 6 per occurrence for bodily injury, personal injury, and property damage, including without limitation, blanket contractual liability. 14.4.3 Automobile Liability Coverage. Contractor shall maintain automobile insurance covering bodily injury and property damage for all activities of the 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 for each accident. 14.4.4 Professional Liability (Errors & Omissions) Coverage. 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) limit per claim and in the aggregate. 14.5 Other Insurance Provisions or Requirements. 14.5.1 The policies are to contain, or be endorsed to contain, the following provisions 14.5.1.1 Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers 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 and insurance clauses from each of its subContractors. 14.5.1.2 Enforcement of Contract Provisions. Contractor acknowledges and agrees that any actual or alleged failure on the part of the City to inform Contractor of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder. 14.5.1.3 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. 14.5.1.4 Notice of Cancellation. Contractor agrees to oblige its insurance agent or broker and insurers to provide to City with thirty (30) days notice of cancellation (except for nonpayment for which ten (10) days notice is required) or nonrenewal of coverage for each required coverage. 14.6 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. Wittman Enterprises Page 7 14.7 Additional 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. 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 cotenancy, 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. 16. SUBCONTRACTING The parties recognize that a substantial inducement to City for entering into this Agreement is the professional reputation, experience and competence of Contractor. Assignments of any or all rights, duties or obligations of the Contractor under this Agreement will be permitted only with the express written consent of City. Contractor shall not subcontract any portion of the Services to be performed under this Agreement without the prior written authorization of City. 17. OWNERSHIP OF DOCUMENTS 17.1 Each and every report, draft, record, plan, document and other writing produced (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. Contractor shall, at Contractor's expense, provide such Documents 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. 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 authorizes in writing the release of information. Wittman Enterprises Page 8 19. INTELLECTUAL PROPERTY INDEMNITY The Contractor shall defend and indemnify City, its agents, officers, representatives and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in Contractor's drawings and specifications provided under this Agreement. 20. RECORDS Contractor shall keep records and invoices in connection with the Work 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 his/her 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 paragraph 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 24. CONFLICTS OF INTEREST 24.1 The Contractor or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act"), which (1) requires such persons to disclose any financial interest that may foreseeably be materially affected by the Work Wittman Enterprises Page 9 performed under this Agreement, and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. 24.2 If subject to the Act, Contractor shall conform to all requirements of the Act. 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 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. All notices, demands, requests or approvals from Contractor to City shall be addressed to City at: Attn: Cathy Ord, EMS Manager Fire Department City of Newport Beach 3300 Newport Boulevard PO Box 1768 Newport Beach, CA 92658 Phone: 949-644-3384 Fax: 949-644-3388 25.2 All notices, demands, requests or approvals from CITY to Contractor shall be addressed to Contractor at: Attention: Corinne Wittman -Wong Wittman Enterprises 21 Blue Sky Court, Suite A Sacramento, CA 95828 Phone: 916-381-6552 Fax: 800-772-6552 26. CLAIMS The Contractor and the City expressly agree that in addition to any claims filing requirements set forth in the Agreement and Agreement documents, the Contractor shall be required to file any claim the Contractor may have against the City in strict conformance with the Tort 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 Wittman Enterprises Page 10 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 discretion and without cause, of terminating this Agreement at any time by giving 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. 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. 29. 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. 30. 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. 31. 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. 32. 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 Wittman Enterprises Page 11 authorship of the Agreement or any other rule of construction which might otherwise apply. 33. 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. 34. 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. 35. 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. 36. 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 of race, religion, color, national origin, handicap, ancestry, sex or age. 37. NO ATTORNEY'S FEES In the event of any dispute or legal action arising under this Agreement, the prevailing party shall not be entitled to attorney's fees. 38. COUNTERPARTS This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Wittman Enterprises Page 12 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: OFFICE? F T E CITY ATTORNEY Date: b (z �� By:_ Kyle n Deputy City Attorney ATTEST: Date: 1 63 l By: ku � S - N' Leilani I. Brown City Clerk ­d9o,.u„b_ CITY OF NEWPORT BEACH, A California municipal corporation Date: By: Michael F. Henn Mayor CONTRACTOR: Wittman Enterprises, a California corporation Date: >'-/- 11 By: _ E Corinne Wittman -Wong C.E.O. Date: 7 / By: .e�- Walter Imboden C.F.O.. Attachments: Exhibit A - Scope of Services Exhibit B - Schedule of Billing Rates Exhibit C - HIPPA Business Associate Agreement Wittman Enterprises Page 13 EXHIBIT A — SCOPE OF SERVICES I. Private Billing Contractor shall prepare all invoices and follow-up mailings to receivers of Newport Beach paramedic field services. Initial invoicing with both English and Spanish instructions shall be on 8 in by 11 in paper and shall be placed in envelopes, sealed and mailed, postage prepaid. Initial invoicing shall occur within three (3) days of receipt of transport tickets. A toll-free 800 telephone number shall be provided to patients. An initial telephone call shall also be made at this time to elicit any insurance information from the patient or patient's family. If there is no answer on this call, Contractor shall send an inquiry letter in addition to the initial invoice. The standard bill schedule is as follows: Private Bill Schedule 1. Invoice Immediately 2. Statement 30 days 3. Past Due 20 days 4. Final Demand 10 days II. Medicare, Medi -Cal, Medi -Medi Contractor shall prepare all invoices and electronically convey to Medicare and Medi -Cal fiscal intermediaries. All secondary and coinsurance billing transferred to the appropriate secondary pay source and promptly billed to that source. III. Workers' Compensation and Private Insurance Contractor shall bill private insurance, supplemental insurance, secondary insurance and Workers' Compensation billed according to specific requirements. Electronic billing of insurance companies is to be performed where appropriate. Any correspondence for additional information or follow up necessary to secure insurance payments will be performed by Contractor. Wittman Enterprises Page 14 IV. Delinquent Claim Handling Patients with claims aging over 45 days shall be contacted by telephone for payment arrangements. Telephone follow-up shall continue until payment in full is received or account is dismissed by Newport Beach Fire Department to an outside collection agency. Contractor shall utilize installment billing as allowed by Newport Beach Fire Department in cases of financial hardship. V. Receipts Processing Contractor shall receive direct payment, posting and depositing cash receipts within one (1) day of receipt. Bank deposit receipt will be faxed to Newport Beach Fire Department. Contractor shall have no access to the proceeds of the receipts. All funds are under the exclusive control of Newport Beach Fire Department. VI. Reports Contractor, on a monthly basis shall perform accurate month end close procedures that will result in the following reports: Monthly Ticket Survey Monthly Sales Journal Monthly Cash Receipts Journal Monthly Receivables Aging Management A/R Analysis Statistical Reports customized to client needs VII. Provider Responsibilities a Submit necessary transport information, including pay source information and patient condition, to Contractor for billing purposes. a Forward to Contractor all necessary information relating to patient transports services, payments and patient eligibility. • Notify Contractor of any accounts that require special attention. e Obtain signature of patient or guardian. o Provide patient's Social Security Number VIII. Source Documents Contractor shall retain all source documents including attachments for six (6) years. When service agreement is terminated, all source documents are returned to City Wittman Enterprises Page 15 Fees 0 a EXHIBIT B — SCHEDULE OF BILLING RATES Percentage of Net Collections Monthly reports (Exhibit A, Section VI) 6.1 % of net collected dollars Included Wittman Enterprises Page 16 EXHIBIT C HIPAA BUSINESS ASSOCIATE AGREEMENT This HIPAA Business Associate Agreement ("HIPAA Agreement") is entered into by and between WITTMAN ENTERPRISES, a California corporation ('Business Associate" or "Contractor') and CITY OF NEWPORT BEACH. a California Municipal corporation; ("Covered Entity" or "City'). RECITALS WHEREAS, Business Associate performs functions; activities; or services for, or on behalf of Covered Entity, and Business Associate receives, has access to, or creates Health Information in order to perform such functions, activities or services: WHEREAS, Covered Entity and Business Associate pursuant to this HIPAA Agreement are in compliance with the Health Insurance Portability and Accountability Act of 1996. Public Law 104-191 ("HIPAA"), the Health Information Teclmology for Economic and Clinical Health Act, Public Law 111-005 ("the HITECH Act"), and including but not limited to, the Standards for Privacy of Individually Identifiable Health Information, 45 Code of Federal Reeulations Parts 160 and 164; and WPIEREAS, HIPAA requires Covered Entity to enter into a contract with Business Associate to provide for the protection of the privacy and security of Health Information, and HIPAA prohibits the disclosure to or use of Health Information by Business Associate if such a contract is not in place. AGREEMENT NOR', THEREFORE, in consideration of the foregoing; and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties agree as follows: ARTICLE I DEFINITIONS 1.1 `Breach" means any unauthorized access, acquisition, use or disclosure of PIII which compromises the security or privacy of that information. 1.2 "Disclose' and "Disclosure" mean, with respect to Health Information, the release, transfer, provision of access to, or divulging in any other manner of Health Information outside Business Associate's internal operations or to other than its employees. 1.3 "Electronic Protected Health Information - e -PHP' means any information that (a) relates to the past, present or future physical or mental health or condition of an individual; the provision of health care to an individual, or the past, present or future payment for the provision of health care to an individual; (b) identifies die individual (or for which there is a reasonable basis for believing that the information can be used to identify the individual); and (c) is received by Business Associate from or on behalf of Covered Entity, or is created by Business Associate, or is made accessible to Business Associate by Covered Entity that is held in an electronic format. 1.4 `Identity Theft" means any information that may be used, alone or in conjunction with any other information to identify a specific person. 1.5 "Protected Health Information - PHI" means information that (a) relates to the past, present or future physical or mental health or condition of an individual; the provision of health care to an individual, or the past, present or future payment for the provision of health care to an individual: (b) identifies the individual (or for which there is a reasonable basis for believine that the information can be used to identify the individual); and (c) is received by Business Associate from or on behalf of Covered Entity, or is created by Business Associate, or is made accessible to Business Associate by Covered Entity. 1.6 "Privacv Resulationti' means the Standards for Privacv of Covered Individually Identifiable Health Information, 45 Code of Federal Regulations Parts 160 and 164, promulgated under HIPAA. 1.7 "HITECH" means the Health Information Teclinoloev_ for Economic and Clinical Health Act, Public Law I 1 1-005 ("the HITE-C14 Act"). I.S `Red Flag" means a patient. practice. or specific activity that indicates the possible existence of identity- theft" 1.9 "Red Flan Rules" means the Identity 7'heft Red Fla.- Rules promulgated under the Fair and Accurate Credit Transactions of 2003("Red Flag Rules") found at 16 C.F. R Pan 681. 1.10 "Security Rules` means the requirements of the Security Regulations promulgated under the Health Insurance Portability and Accountability Act of 1996 (Security Rule) found at 45 CPR Pan 164. 1.11 "Services means the services provided by Business Associate pursuant to the Underlying- Agreement(s), nderlyingAgreement(s), or if no such agreement(s) are in effect, the services Business Associate performs with respect to the Covered Entity. 1.12 "Underlying Agreement" means the. services agreement executed by the Covered Entity and Business Associate,. 1.13 "Use" or "Uses' mean, with respect to Health Information, the sharing-, employment, application, utilization, examination, or analysis of such Health Information within Business Associates internal operations. ARTICLE II OBLIGATIONS OF BUSINESS ASSOCIATE 2.1 Initial Effective Date of Performance. The obligations created under this HIPAA Agreement shall become effective on April 14, 2003. 2.2 Permitted Uses and Disclosures of Health Information. Business Associate is authorized to and shall a. Use and Disclose Health Information as necessary to perform Services for, or on behalf of Covered Entity: b. Use Health Information to create aggregated or de -identified information (in accordance with the requirements of the Privacy Regulations); C. Use or Disclose Health Information (including aggregated or de -identified information) as otherwise directed by Covered Entity provided that Covered Entity shall not request Business Associate to Use or Disclose Health Information in a manner that would not be permissible if done by Covered Entity. Business Associate shall not Use Health Information for any other purpose, except that if necessary, Business Associate may Use Health Information for the proper management and administration of Business Associate or to camp out its legal responsibilities; provided that any Use or Disclosure described herein will not violate the Privacy Regulations or California law if done by Covered Entity. Except as otherwise limited in this HIPAA Agreement, Business Associate may Disclose Health Information for the proper mana.-emenl and administration of the Business Associate, provided that with respect to any such Disclosure either (a) the Disclosure is required by law (within the meaning of the Privacy Regulations) or (b) the Disclosure would not otherwise violate California law and Business Associate obtains reasonable written assurances from the person to whom the information is to be Disclosed that such person will hold the information in confidence and will not Use or further Disclose such information except as required by law or for the purpose(s) for which it was Disclosed by Business Associate to such person,and that such person will notify Business Associate of any instances of which it is aware in which the confidentiality of the information has been breached. Business Associate agrees to a patients right to an accounting of all disclosures from an electronic health record (HER). B.A. agrees to a patient's right to request restrictions on the use of PHI when the service is paid for out of pocket and a request is made not to bill their health insurance. B.A. agrees to a patients right to obtain their PHI in an electronic format if it is stored in that manner. 23 Adequate Safeguards for Health Information. Business Associate warrants that it shall implement and maintain appropriate safeguards to prevent the Use or Disclosure of Health Information in any manner other than as permitted by this HIPAA Agreement. a. Business Associates 321YCS to implement administrative, physical. and technical safeguards that reasonably and appropriately protect the confidentiality. integrity. and availability of e -PHI that it creates. receives. maintains. or uansniut on behalf of the Covered Entity if any. b. Business Associate will ensure that any agent, including a subcontractor, to whom it provides e -P1 -1f that was created, received, maintained, or transmitted on behalf of the Covered Entity, agrees to implement reasonable and appropriate safeguards to protect the confidentiality, security, and integrity of e -PHI. C. Business Associate. agrees to alert the Covered Entity of any security incident (as defined by HIPAA Security Rule) of which it becomes aware and the steps it has taken to mitigate any potential security compromise that may have occurred and to provide a report to the Covered Entity of any loss of data or other information system compromise as a result of the incident. 2.4 Mitigation. Business Associate agrees to mitigate, to the extent practicable, any harmful effect that is known to Business Associate of a Use or Disclosure of Health Information by Business Associate in violation of the requirements of this HIPAA Agreement. 2.5 Reporting Non -Permitted Use or Disclosure. Business Associate shall report to Covered Entity each Use or Disclosure that is made by Business Associate, its employees, representatives, agents or subcontractors that is not specifically permitted by this HIPAA Agreement of which Business Associate becomes aware. The initial report shall be made by telephone call to the Covered Entity within forty-eight (48) (tours from the time the Business Associate becomes aware of the non -permitted Use or Disclosure, followed by a written report to covered Entity no later than five (5) days from the date the Business Associate becomes aware of the non -permitted Use or Disclosure. Business Associate has the obligation to report any non compliance of HIPAA by the Covered Entity 2.6 Availability of Internal Practices. Books and Records. Business Associate agrees to make its internal practices, books and records relating to the Use and Disclosure of Health Information available to the Secretary of the U.S. Department of Health and Human Services ("Secretary ), for purposes of determining Covered Entity's compliance with the Privacy Regulations. 2.7 Access to and Amendment of Health Information. Business Associate shall, to the extent Covered Entity determines that any Health Information constitutes a "designated record set" under the Privacy Regulations, (a) make the Health Information specified by Covered Entity available to Covered Entity or to the individual(s) identified by Covered Entity as being entitled to access and copy that Health Information, and (b) make any amendments to Health Information that are requested by Covered Entity. Business Associate shall provide such access and make such amendments within the time and in the manner specified by Covered Entity. 2.8 Accounting of Disclosures. Upon Covered Entity's request, Business Associate shall provide to Covered Entity an accounting of each Disclosure of Health Information made by Business Associate or its employees, agents, representatives or subcontractors as required by the Privacy Regulations. For each Disclosure that requires an accounting under this Section 2.8, Business Associate shall track the information required by the Privacy Regulations, and shall securely maintain the information for six (6) years from the date of the Disclosure. 2.9 Use of Subcontractors and Agents. Business Associate shall require each of its agents and subcontractors that receive Health Information from Business Associate to execute a written agreement obligating the agent or subcontractor to comply with all theterms of this HIPAA Agreement with respect to such Health Information. 2.10 Notification of Breach. As required by the American Recovery and Reinvestment Act of 2009; Title XIII of the ARRA; Health information Technology for Economic and Clinical Health Act Subtitle D section 13400 — 13424, Business Associate agrees to notify Covered Entity when a breach of PHI is discovered. 2.11 "Red Flag Rules' As required by the Identity Theft Red Flag Rules promulgated under the Fair and Accurate Credit Transactions of 2003("Red Flag Rules") found at 16 C.F. R Part 681, the Business Associate agrees to the following: a. Implement administrative, physical. and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of e -PHI that it creates, receives, maintains, or transmits on behalf of the Covered Entity, if any. b. Ensure that any auent, including a subconuactor, to whom it provides e -PHI that was treated. received. maintained. or transmitted on behalf of the Covered Entity. agrees to implement reasonable and appropriate safeguards to protect the confidentiality. security, and integrity' of e -PHI. c. Alert the Covered Entity of any security incident (as defined by HIPAA Security Rule) of which it becomes aware and the steps it has taken to mitigate any potential security compromise that may have occurred and to provide a report to Covered Entity of any loss of data or other information system compromise as a result of the incident. ARTICLE III OBLIGATIONS OF COVERED ENTITY 3.1 Privacy Notice. Covered Entity shall notify Business Associate of any limitation(s) in Covered Entity's notice of privacy practices to the extent such limitation(s) may affect Business Associate's Use or Disclosure of Health Information. 3.2 Security. All PHI sent in an electronic format will be sent secured. 3.3 Notification of Breach. Covered Entity agrees to notify all parties involved by whatever means necessary in the event there is a breach of PHI. y ARTICLE IV TERM AND TERIMNATION 4.1 Tenn. Subject to the provisions of Sections 4.2 and 4.3; the tern of this IIIPAA Agreement shall be the term of the Underlying Agreement(s). 4.2 Termination for Cause. Upon Covered Entity's knowledge of a material breach of this Agreement by the Business Associate, Covered Entity shall either: a. notify Business Associate of the breach in writing, and provide an opportunity to cure the breach or end the violation within ten (10) business days of such notification; provided that if Business Associate fails to cure the breach or end the violation within such time period to the satisfaction of Covered Entity, Covered Entity shall have the right to immediately terminate this HIP•AA Agreement and the Underlying Agreement(s) upon written notice to Business Associate; b. upon written notice to Business Associate, immediately terminate this I-IIPAA Agreement and the Underlying Agreement(s) if Covered Entity determines that such breach cannot be cured; or C. if Covered Entity determines that neither termination nor cure is feasible, the Covered Entity shall report the violation to the Secretary. 4.3 Termination for Breach of Section 5.2. Covered Entity or Business Associate may terminate the Underlying Agreement(s) and this HIPAA Agreement upon thirty (30) days written notice in the event (a) Business Associate does not promptly enter into negotiations to amend this I3IPAA Agreement when requested by Covered Entity pursuant to Section 5.2 or (b) Business Associate does not enter into an amendment to this HIPAA Agreement providing assurances regardingthe safeguarding of Health. Information that the Covered Entity, in its sole discretion, deems sufficient to satisfy the standards and requirements of HIPAA. 4.4 Disposition of Health Information Upon Termination or Expiration. Upon termination or expiration of this HIPAA Agreement and/or the Underlying Agreement, Business Associate shall either return or destroy, in Covered Entity's sole discretion and in accordance with any instructions by Covered Entity; all Health Information in the possession or control of Business Associate and its agents and subcontractors. In such event, Business Associate shall retain no copies of such Health Information. However, if the Business Associate determines that neither return nor destruction of Health Information is feasible, Business Associate shall notify Covered Entity of the conditions that make return or destruction infeasible, and may retain Health Information provided that Business Associate (a) continues to comply with the provisions of this I-IIPAA Agreement for as long as it retahms Health Information, and (b) further limits Uses and Disclosures of Health Information to those purposes that make the return or destruction of Health Information infeasible. ARTICLE V MISCELLANEOUS 5.1 Indemnification. Notwithstanding an}thing to the contrary in the Underlying Agreennent(s), at Business Associate's expense Business Associate agrees to indemnify, defend and hold harmless Covered Entity and Covered Entity's employees; directors, officers. subcontractors or agents (the "Indemnities') against all damages, losses, lost profits, fines, penalties, costs or expenses (including reasonable attorneys' fees) and all liability to third parties arising from any material breach of this HIPAA Agreement by Business Associate or its employees, directors, officers, subcontractors, agents or other members of Business Associate's workforce. Business Associate's obligation to indemnify the Indemnities shall survive the expiration or termination of this HIPAA Agreement for any reason. 5.2 Amendment to Comply with Law. The parties acknowledge that state and federal laws relating to electronic data security and privacy are rapidly evolving and that amendment of this HIPAA Agreement may be required to provide for procedures to ensure compliance with such developments. The parties specifically agree to take such action as is necessary to implement the standards and requirements of HIPAA and other applicable laws relating to the security or confidentiality of Health Information. The parties understand and agree that Covered Entity must receive satisfactory written assurance from Business Associate that Business Associate will adequately safeguard all Health Information that it receives or creates on behalf of Covered Entity. Upon Covered Entity's request.. Business Associate agrees to promptly enter into negotiations with Covered Entity, concerning the terns of any amendment to this HIPAA Agreement embodying written assurances consistent with the standards and requirements of HIPAA or other applicable laws. 5.3 Relationship to Underlying Agreements) Provisions. In the event that a provision of this HIPAA Agreement is contrary to a provision of an Underlying Agreement(s), the provision of this HIPAA Agreement shall control. Otherwise, this HIPAA Agreement shall be construed under, and in accordance with, the terms of such Underlying Agreement(s), and shall be considered an amendment of and supplement to such Underlying Agreement(s). 5.4 Modification of Agreement. No alteration, amendment, or modification of the terms of this HIPAA Agreement shall be valid or effective unless in writing and signed by Business Associate and Covered Entity and approved as to form by the Covered Entity's City Attorney. 5.5 Non -Waiver. A failure of any party to enforce at any time any term, provision or condition of this HIPAA Agreement, or to exercise any right or option herein, shall in no way operate as a waiver thereof. nor shall any single or partial exercise preclude any other right or option herein. In no way whatsoever shall a waiver of any term, provision or condition of this HIPAA Agreement be valid unless in writing, signed by the waiving party, and only to the extent set forth in such writing. 5.6 HIPAA Agreement Drafted By All Parties. This HIPAA Agreement is the result of arm's length negotiations between the parties and shall be construed to have been drafted by all parties such that any ambiguities in this HIPAA Agreement shall not be construed agaunst either party. 5.7 Severability. If any provision of this HIPAA Agreement is found to be invalid or unenforceable by any court, such provision shall be ineffective only to the extent that it is in contravention of applicable laws without invalidating the remaining provisions hereof. 5.8 Section Headings. The section headings contained herein are for convenience in reference and are not intended to define or limit the scope of any provision of this HIPAA Agreement. 5.9 No Third Partv Beneficiaries. There are no third party beneficiaries to this HIPAA Agreement. 5.10 Counterparts. This HIPAA Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and will become effective and binding upon the parties as of the effective date at such time as all the signatories hereto have signed a counterpart of this HIPAA Agreement. 5.11 Notices. Any notices required or permitted to be given hereunder by either party to the other shall be given in writing: (1) by personal delivery; (2) by electronic facsimile with confirmation sent by United States first class registered or certified mail, postage prepaid, return receipt requested; (3) by bonded courier or by a nationally recognized overnight delivery service; or (4) by United States first class registered or certified mail, postage prepaid, return receipt requested, in each case, addressed to: See Notices Section of the Underlying Agreement or to such other addresses as the parties may request in writing by notice given pursuant to this Section 5.12. Notices shall be deemed received on the earliest of personal delivery; upon delivery by electronic facsimile with confirmation from the transmitting machine that the transmission was completed; twenty-four (24) hours following deposit with a bonded courier or overnight delivery service; or seventy-two (72) hours following deposit in the U.S. Mail as required herein. 5.12 Applicable Law and Venue. This HIPAA Agreement shall be governed by and construed in accordance with the internal laws of the State of California (without regard to principles of conflicts of laws). The parties agree that all actions or proceedings arising in connection with this HIPAA Agreement shall be tried and litigated exclusively in the state or federal (if permitted by law and a party elects to file an action in federal court) courts located in Orange County. This choice of venue is intended by the parties to be mandatory and not permissive in nature, and to preclude the possibility of litigation between the parties with respect to, or arising out of, this HIPAA Agreement in any jurisdiction other than that specified in this Section 5.12. Each party waives any right it may have to assert the doctrine of forum non -convenience or similar doctrine or to object to venue with respect to any proceeding brought in accordance with this Section 5.12. 5.13 Interpretation. Any ambiguity in this HIPAA Agreement shall be resolved to permit Covered Entity to comply with the Privacy Regulations. IN WITNESS WHEREOF, the parties hereto have executed this HIPAA Agreement effective as of the date stated above. APPROVED AS TO FORM: OFFICE OF E CITY ATTORNEY Date: Is By: Kyle E.'Ry'v en Deputy City Attorney ATTEST: Leilani I. Brown City Clerk CITY OF NEWPORT BEACH, A California municipal corporation Bv: Michael F. Henn Mayor CONTRACTOR: Wittman Enterprises, a California corporation Date: Corinne Wittman -Wong C.E.O. Date: By: Walter Imboden C.F.O.. ' 1 AGREEMENT FOR PROFESSIONAL. AMMULANCE B17. UNG SERVICES BETWEEN T1 CITY OF ri'EWPORT BEACH AND WCIT<IfAN ENTERPRISES This agreement, made and entered into this 7th day of August 1996, by and between City of Newport Beath, hereinafter rcfeued to as Provider, and Wittman Enterprises, hereinafter referred to a5 W.E. RECITALS :A- Provider is a municipal corporation and charter city, Provider has implemented a paramedic subscription fee program purrstma to winch non-subscnbers are required to pay for paramedic services rendered by Provider and also provides emergency ambulance transportation services and; B. Provider does not have the staff capability or experience to bill and correct payments from patients who have re"ived emergency medical services; and C. Provider needs temporary bilimg services of an indepeadmt contractor, as its agent for the purpose of perfotrniag the services described in Appendix A of this agreement, until such time as Provider can process a Request for Proposal for long term services. Now therefore, the parties covenant and agree with each other, as follows: 1. TERM: The term of this Agreeamt s1raII be six (6) months from the date of this Agieement, Upon written t imW agreement of the Parties, the term may be waended, on a month-to- month basis until such time as Provider has proces.sed a request for proposals and awarded a contract for long term bMmg services. Any amendment to this Agreement', or agreement to mend the Agreement on a mouth-to-moath basis shall not be of ective cmU7 made in writing and executed by both Parties S. SCOPE OF SERVICES: W.E. will perform the services in the raymet described in this agreement as set forth in Appendix A attached hereto and incorporated mto this agreement as reference. 3. COMPENSATION AND PAYMENT: W.E. will provide the bMiog services as stated for a fee as outlined in Appendix A. WE will invoice Provider at the end of each month_ Invoices are payable upon receipt and shaD be deemed tare if not reoeived by W.E. within thirty (30) calendar days of the invoice date. 0. FINANCE CHARGE: Account balances more than thirty (60) days old are subject to a monthly interest charge of 111201, 5- AGENCY RELATIONSHIP: W.E. is an independent billing service contractor. and Provider specific aly designates W.E, as its agent for the purpose of performing the setvices descabed in Appendix A of this agreement W.E and Provider agree that the intermediaries for Medicare and r_ 1 t Medi -Ca{ may accept clai= prepared and submuted by W.E. on behalf of Provider only so tong as this agreement remains in effect. & PERFORMANCE _1'IONITORING: W.E. agrees to allow provider, or any agent or Consultant as they deem so qualified, to monitor audit, review, exazrane, or study the methods, procedures and results of the bring and collection methods used. 7. COWLYTPiG WLTH THE LAW: W.E. shall adhere to all applicable state and federal laws and regulations in effect during the tam of this Agreement. & INSURANCE: In addition to W.E.'s Agreement to indemnify Provider, WE shall obtain and fitmiA to Provider the following insurance policies coveting this Agreement: Insurers shalt be admitted in the Stet_ of California with a Ben's Financial Rating ofA VII or better, (a) General Liability insurance, including motor vehicle coverage. The insurance policy shall provide coverage in not less than the following amount: combined single limit bodily injury and property da=ge including contractual fiabili y of one million dollars ($1,000,000) per oc=n=ce. if coverage is provided under a forto which includes a designated general aggregate limit, the aggregate limit gust be no less than two million dollars (52,000,000). The policy shall name Provider, as additional insured. (b) Professional liability in=ance covering the services and work to be performed by W.E. under this Agreement. The policy sbaD provide coverage in an amount not less than five hundred thousand dollars (5500,000) aggregate. (c) Workers' Compensation bwzi nce as required by State law. Prior to commencing perfi= mce of the worst under this Agreement. W.E. shall furnish to Provider, certificates of msuuance, subject to approval of Provider's Risk Manages rAd=cmg insurance coverage as reguaed by this Agreement The certificate sW gravida the name and policy number of each carrier and shall state drat the policy is currently in force and Shall promim to provide that such policies will not be canceled or modified without thirty (30) days prior written notice to Provider_ Provider shall, at all times have the right to receive upon request, the original. or a copy of all policies of insuance. 9. II WDA NWICATION AND BOLD HA MLESS: WE agrees to defend, indemnify and hold. Provider, its officers and employees harmless from and against any and all claims, actions, damages, expenses (including reasonable attorneys' fees) losses or liabdlities incurred by or asserted against Provider, its officers or eviployees as it result of this Agreemwt, or the services performed pursuant to this Agramnaat by W.E., its officers or employees Provided, however, that Provider BlraQ not be exculpated fraaa any claim or liability to the ernnent such liability is caused by the negligence or willU misconduct ofProvider, its oScers or eagnlogsoa Provider agrees to defend, indenm* and hold W.E., its officers and employees harmless from and against any and 0 clazms, actions, damages, expenses (including reasonable attomcys' fees) losses or liabilities incurred by or asserted against W.E.. its officers or employees as a result of this Agreement, or the services performed pursuant to this Agreement by :Provider, its officers or employees Provided, howrvcr, that W.E. shall not be exculpated from any claim or liability to the extent such liability is caused by the negligence or w>MU misconduct of W.E., its officers or employees. 10. W.E. LiMiTED WAiiRANTYr W.E. shall use due cart in processing claims of the Provider. W.E. shall be responsible only to the extent of correcting isolated or occasional billing errors which occur within WE.'s reasonable control; such errors xU be corrected at no additional charge to Provider. If this Agan= is tcrunnated due to defauh under the provisions of Paragraph 16 of this Agreement, the liability of W.E. with respect to the services performed pu r=un to this Agreemeat, shall be limited to the total billing processed by W.B. under this Agreement. 11. W.E. SERVICES AND RESPONSMITIFS: W.E. shall perform the Mowing services for Provider. (a) screen, prepare, and submit claims to any and all payees inchtding but not necessarily limited to individual persons, Medicare intermediaries, ksuu-mcc carnets, companies, government and quasi -government agencies and any other source of pay for setviceq paramedic fees, and medical supplies (b) track and trace all claims submitted, (c) resubmit or otherwise resolve denied or disallowed claims, (d) retain all source documents for 72 monihs, (e) provide adequate precautions to protect confidentialhy ofpatient records in accordance with applicable state law, and (t) submit claims, predicated upon aortal worl=g conditions and subject to adjustment at any time in the event of any cawse or causes beyond the cowrol of W. E. (g) coadu t allcontact and corsespoodeace with baaefimaries or respOnsb1cparties 1Z. PROVIDER RESPONSYBHXMS: Provider shall have the following responsbrlides to W.E. (a) Provide W.E. with the proper documcm=oa necessary to prepare claims mad obtainpayment; (b) Provide W.E. with any correspondence from the fiscal intermediaries, Msurance, attorneys, patients in order for W.E. to perform proper follow up of outstanding billings and proper posting and tracking of accounts receivable, (c) Obtain patient *aature or patient representative signature on trip ticket, or indicate why unable to obtain signature. 13. DISPUTES: If the services of any attorney arc required by any party to =ure the perfiotmance hereof or otherwise upon the breach or def u& of another patty, or if any judicial remedy or arbhration is nersssary to enforce or interpret any provision of this agreement or the rights and duties of any pawn is relation thereto, the prevailing party shalt be entitled to reasonable attarnz�s fees, costs and other wTeases, in addition to my other rebefto which such party maybe entitled. 1<i 14. EXCUSE Of NON PERFORMA NCE: Neither party shall be liable for damages to the other party for failure of performance under the terms of this Agreement in the event that partys performance is prevented or trade unrcasonable difficult or costly by any tabor dispute beyond control of the party, war, governmental action, looting, vandalism, earthquake, fire, flood, or any other natural occurrence. 15. TERNIINAITON: This Agreement may be terminated by either Patty without cause, by giving thirty (30) days prior written notice of such termination, or This Agreement may be termittated, by written notice of deliuilt to the other Party under any of the following circumstances: (a) W.E. fat7s to perform within the time parameters specified in this Agreement, (b) W.E. fads to comply with other provisions of this Agreement and does not cure any such failure within two (2) days after receipt of notice from Provider specifying such failure. 16. DISENGAGE.IIENT AGREEMIUNT: Upon tcrmiaation of this Agreement, by thirty (30) day notice, W -E. will continue to perform billing services to the date of termination. Upon temination due to expiration or defaultW.E. shall perform only such services as are necessary to place the records and files in order to the desgaated tenrination daze. W.E. shall be entitled to receive payment for that portion of compensation which is earned and unpaid prior to the effective date oftemrination including that portion of compensation for outstanding accounts receivable due to billing services provided by W.E. under ;his agreement. Compensation for outstaudsng accounts receivable shall be paid to W.E_ based upon a tt umally agreed percentage based upon historical performance. All source documents, data contained in all reports, and all reports identified m this Agreement shall be the property of Provider. 17. ASSIGNMENT, SUBCONTRACTING: W.E. may not assign, sublease, hypothecate or transfer this Agrecmrnt, or delegate any of the respoasb-dries, services, or obligations required to be perCvrmed under this Agreement, directly and indirectly by operation of law or otherwise without prior written consent ofprovider. W.E. shall not wbcomzacx any portion of the work required by this Agreement without prior written approval from Provider 18. NOTICES. All notices, demands, requests or approvals to be given under this Agreeaat sWd be given in writing and stud be deemed served delivered personaily or on the second business day after deposit in the hiked States unit, postage prepaid, first class mail and addressed as provided below. TO CITY: Atteatiaa: Cay Manager City of Newport Beach 3300 Newport Boulevard Newport Beach, California, 92658 TO W.E. Attention: Ilona Wittman W== Enterprises 8611 Folsom Boulevard, Suite G Saerarnento, California, 92658 19. ENTIRETY: Any of the terns or conditions of this Agreement may be waived at any time by the party ea Wed to the benefit thereof but not such waiver shall affect or impair the rights of the waiving patty to require- observance, performance or satisfaction ether of that term or condition as its applies on the subsequent occasion or of any other term or condition hereof. 20. THIRD PARTIES: Nothing m this Agreement, whether express or implied is intended to confer any rights or remedies tinder or by reason of this Agreement on any persons otter dean the patties to it and their respective successors and assigns, nor is anything in this Agreement intended to relieve or diseba ge due obligation or EabEay of any third petsons to any party to this Agreement nor shat any provision give any third persons any rights of subrogation or action over against any party to this Agreement Huts agreement sets forth the entire understanding of the parties with respect to the subject matter herein. 'Dere are no other understandings, tetrm or other agreements expressed or impfted. oral or written, except as set forth herein. IN WIl'I SS WHEREOF the patties hereto have =cuted this Agreement effective the day and year first herein above written_ M=TT � MIN - 'r - 5 WJT I MAN ENTERPRISES 8611 Folsom Bl Suite G, Sacramento, CA 95827-6210 (916)381-6552 (800)772-6552 CrrY OF NEWPORT BEACH PARAMEDIC SERVICES •�= Wimnan Enterprises to prepare all invoices and fallow -up xnemgs. Duplicate copies will be maintamed by Wittman, Enterprises. Billings will be in a self-contained envelope, sealed and mailed, postage prepaid from Wittman Enterprises' Sacrarnmato office. All invoices will direct that payment be made payable to The City of Newport Beach. Initial invoicing with bobs English and Spanish msm=ons will be on 8X11 billings and will be placed in envelopes, sealed and male4, postage prepaid. Initial invoicing occurs within two (2) business days of receipt of transport tickets, All billings wr71 contain a toll Free 800 telephone number provided to patients. private Bill Schedule I. Invoice Immediately, not later than two (2) business days 2. Statement 30 days after invoice 3. Past Due 20 days after statement 4. Final Demand 10 days after past due JI_ Medicare_ Me&Cal Medi.Medi Wittman Enterprises to prepare aR invoices and dectronically omvey to Medicare and Me&Cal 6xd in0etmetlia>res. ' I -YI I • ,1, I • n I .11 • II • 1! Y(b• :.I • 1 l • \ 1 • '- - 1 1 • 1 • U ♦ • • ••u • I� • 11 1 Virutman Enterprises to billI .n.supplementalmamnice, secondary W•rkers! Compensatim billed • m1 to specift 1 •• w E2 * -&o= biffig of insurance • ap .e.. n-• wh= appropriate Any wrx-mpondence for additional information or follow up necessary to secure inmrance paymeots wZ be performed by Wittman Enterprises. Patients with claims aging over 45 days will he contacted by telephone for palment arrangements. Telephone follow up will continue until payment in full is received or account is dismissed by City of Newport Beach or referral to an outside coition agency. All claims aging over 160 days will be retuned to the City of Newport Beach for dismissaL or to be referred to an outside.. collection agency. Wittman Enterprises will utilize, installment b@ma as alowed by the City of Newport beach and abide by as directives in cases of financial hardship. Wittman Enterprises will receive direct payment, posting and depositing cash receipts withtim one (1) day of receipt. Bank deposit receipt will be faxed to the City of Newport Beach. All receipts will be endorsed for deposit oniv, payable to the City ofNewport Beach into accounts as directed by the City. Only City of Newport Beach designated employees shalt be authorized to access &mds or make payments on behalf of the City. V[, R.CDOns Monthly, Wittman Enterprises will perform accurate month er:d close procedures nshich will result in the following reporm Monthly Ticket Suney or Grow Billings as required by the City Finauce Depattment Monthly Sales Journal or Sales Detail as required by the City Monthly Cash Receipts Journal or Gross Receipts & Adjustment Derail Summary as requited by the City Monthly Receivables Aging or O/S Receivable detail and summary as required by the City hfauag=cW AIL Analysis Statistical Reports c ustomiad to chant nerds Gross Receipts recoaaled to day's deposits faxed saint day as deposit All monthly reports will be completed and deinrered to Provider by the i 0th of each month. A. Subma necessary transport mftimrtatiocr, including pay source mforntadon and patient condition, to Wittman Enterprises for bulling purposes. B. Forward to Wittman Enterprises all necessary informmum relatmg to patient• transports, sm ices. payments and patient eligibility. C. Notify Witmuni. Enterprises of any aoaottats that remre special mention. D. Dots and information provided by Provider are coAectiv* reieried to as source documents. VIII. Source Doa nts Wtt=ms Enterprises wr71 retain al source domm=ts mcludmg attachments £or sox (6) years. When service contracted is terminated, all source docui> =s are retmaed to City DC. Eeas k Outmandmg Receivables S. Cumin fiscal Year Scniccs C. Monthly reports 3 l0% Collections - Re6mds 9% Collections - R m& fnchmW In the meantime, we have added such technical improvements as Accurint.com for skip tracing and Language Line for interpreting services. We are up and running on a new more sophisticated computer billing system that produces electronic insurance billing and much better reports. Although the Medicare Fee Schedule is impacting your gross collection rate, this strong partnership is resulting in collections of over 90% of those dollars that are collectible. We believe we are a formidable team and as such will continue to succeed together. Because this team is so effective, we no longer believe that your rate need be 8%. We would like to reduce the rate to 6.8% effective July 1, 2005. This should mean a savings of approximately $23,000 each fiscal year. I have enclosed an updated Appendix A to attach to our Agreement. Thank you for the opportunity to serve your community. My best regards, 21 Blue Sky Court, Suite A bona Wittman, CEO Sacramento, CA 95828 800.772.6552 phone 916.381,5047 fax webillc&.vebillems.com www.webillems.com Wittman Enterprises, LLC Comprehrmive Ambulance Billing d Coauulfing Service May 2, 2005 Chief Tim Riley Newport Beach Fire Department ` 3300 Newport Blvd. .. Newport Beach, CA 92663 Dear Chief Riley: Wittman Enterprises, LLC has been privileged to serve your City's EMS billing needs since 1996.When your program first came to us, you were in ` trouble since your current billing agent had filed bankruptcy, and there was even a question of where your funds might be. You were paying a rate of 10°/a of collections; we set you up at 8%. Over the years we both have made some remarkable improvements to the system. Your office utilizes the RSI Pre-hospital Care report system, and Linda is excellent at verifying these, as well as gathering all other necessary information. We now receive that data electronically. In the meantime, we have added such technical improvements as Accurint.com for skip tracing and Language Line for interpreting services. We are up and running on a new more sophisticated computer billing system that produces electronic insurance billing and much better reports. Although the Medicare Fee Schedule is impacting your gross collection rate, this strong partnership is resulting in collections of over 90% of those dollars that are collectible. We believe we are a formidable team and as such will continue to succeed together. Because this team is so effective, we no longer believe that your rate need be 8%. We would like to reduce the rate to 6.8% effective July 1, 2005. This should mean a savings of approximately $23,000 each fiscal year. I have enclosed an updated Appendix A to attach to our Agreement. Thank you for the opportunity to serve your community. My best regards, 21 Blue Sky Court, Suite A bona Wittman, CEO Sacramento, CA 95828 800.772.6552 phone 916.381,5047 fax webillc&.vebillems.com www.webillems.com W1ITMAN ENTERPRISES, LLC Wi 21 Blue Sky Court, Suite A, Sacramento, CA 95828 (916) 381-6552 (800) 772-6552 Newport Beach+Tyre Department Appendix A L Private Billine Wittman Enterprises to prepare all invoices and follow-up mailings. Initial invoicing with both English and Spanish instructions will be on 8XI 1 billings and will be placed in envelopes, sealed and mailed, postage prepaid. Initial invoicing occurs within three (3) days of receipt of transport tickets. Toll Free 800 telephone number provided to patients. An initial telephone call will also be made at this time to elicit any insurance information from the patient or patient's family. If 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 C� F'-" 1. Invoice Immediately 2. Statement 30 days 3. Past Due j Xdays 4. Fina] Demand Ir✓ ).tidays H. Medicare, Medi -Cal, Medi -Medi Wittman Enterprises to prepare all invoices and electronically convey to Medicare and Medi -Cal fiscal intermediaries. All secondary and coinsurance billing transferred to the appropriate secondary pay source and promptly billed to that source. III. Workers' Compensation and Private Insurance Wittman Enterprises 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. IV. Delinquent Qaim Handy p,4 _ ,1 V dAj o Patients with claims aging over 45 days will be contacted by telephone for payment arrangements- Telephone rrangementsTelephone follow up will continue until payment in full is received or account is dismissed by Newport Beach Fire Department to an outside collection agency. Wittman Enterprises will utilize installment billing as allowed by Newport Beach Fire Department in cases of financial hardship. V. Receipts Processins Wittman Enterprises will receive direct payment, posting and depositing cash receipts within one (1) day of receipt. Bank deposit receipt will be fazed to Newport Beach Fire Department. Wittman Enterprises shall have no access to the proceeds of the receipts. All funds are under the exclusive control of Newport Beach Fire DepartmenL VL Reyorts Monthly, Wittman Enterprises will perform accurate month end close procedures that will result in the following reports: Monthly Ticket Survey Monthly Sales Journal Monthly Cash Receipts Journal Monthly Receivables Aging Management A/R Analysis Statistical Reports customized to client needs VII. Provider ResponmbM ies • Submit necessary transport information, including pay source information and patient condition, to Wittman Enterprises for billing purposes • Forward to VHitttnan Enterprises all necessary information relating to patient transports services, payments and patient eligibility. • Notify Wittman Enterprises of any accounts that require special attention. • Obtain signature of patient or guardian. • Provide patient's Social Security Number VIII. Source Documents Wittman Enterprises will retain all source documents including attachments for six (6) years. When service contracted is terminated, all source documents are returned to City UL Fees A. B. E �� 6.8 % Collections minus refunds Included