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.
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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:
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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
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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.
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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)
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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.
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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.
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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
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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
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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