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HomeMy WebLinkAboutC-8076-1 - PSA for Ambulance Billing ServicesI U PROFESSIONAL SERVICES AGREEMENT WITH WITTMAN ENTERPRISES, LLC FOR AMBULANCE BILLING SERVICES THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into as of this 1 st day of July, 2016 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and WITTMAN ENTERPRISES, LLC, a California corporation ("Consultant"), whose address is 21 Blue Sky Court, Suite A, Sacramento, CA 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 Consultant to provide statements and collect payments from patients who have received paramedic field services and emergency ambulance transportation services ("Project"). D. Consultant possesses the skill, experience, ability, background, certification and knowledge to provide the professional services described in this Agreement. E. City has solicited and received a proposal from Consultant, has reviewed the previous experience and evaluated the expertise of Consultant, and desires to retain Consultant to render professional services under the terms and conditions set forth in this Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM The term of this Agreement shall commence on the Effective Date, and shall terminate on September 30, 2016, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED Consultant shall diligently perform all the services described in the Scope of Services attached hereto as Exhibit A and incorporated herein by reference ("Services" or "Work"). City may elect to delete certain Services within the Scope of Services at its sole discretion. 3. TIME OF PERFORMANCE 3.1 Time is of the essence in the performance of Services under this Agreement and Consultant shall perform the Services in accordance with the schedule included in Exhibit A. In the absence of a specific schedule, the Services shall be performed to completion in a diligent and timely manner. The failure by Consultant to strictly adhere to the schedule set forth in Exhibit A, if any, or perform the Services in a diligent and timely manner may result in termination of this Agreement by City. 3.2 Notwithstanding the foregoing, Consultant shall not be responsible for delays due to causes beyond Consultant's reasonable control. However, in the case of any such delay in the Services to be provided for the Project, each party hereby agrees to provide notice within two (2) calendar days of the occurrence causing the delay to the other party so that all delays can be addressed. 3.3 Consultant shall submit all requests for extensions of time for performance in writing to the Project Administrator as defined herein not later than ten (10) calendar days after the start of the condition that purportedly causes a delay. The Project Administrator shall review all such requests and may grant reasonable time extensions for unforeseeable delays that are beyond Consultant's control. 3.4 For all time periods not specifically set forth herein, Consultant shall respond in the most expedient and appropriate manner under the circumstances, by hand -delivery or mail. 4. COMPENSATION TO CONSULTANT 4.1 City shall pay Consultant for the Services on a time and expense not -to - exceed basis in accordance with the provisions of this Section and the Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein by reference. Consultant's compensation for all Work performed in accordance with this Agreement, including all reimbursable items and subconsultant fees, shall not exceed Seventy Five Thousand Dollars and 001100 ($75,000.00), without prior written authorization from City. No billing rate changes shall be made during the term of this Agreement without the prior written approval of City. 4.2 Consultant shall submit monthly invoices to City describing the Work performed the preceding month. Consultant's bills shall include the name of the person who performed the Work, a brief description of the Services performed and/or the specific task in the Scope of Services to which it relates, the date the Services were performed, the number of hours spent on all Work billed on an hourly basis, and a description of any reimbursable expenditures. City shall pay Consultant no later than thirty (30) calendar days after approval of the monthly invoice by City staff. Wittman Enterprises, LLC Page 2 4.3 City shall reimburse Consultant only for those costs or expenses specifically identified in Exhibit B to this Agreement, specifically approved in writing in advance by City and incurred by Consultant in the performance of this Agreement, or the actual costs of subcontractors for performance of any of the Services that Consultant agrees to render pursuant to this Agreement, which have been approved in advance by City and awarded in accordance with this Agreement. 4.4 Consultant 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 Consultant 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. Consultant has designated Corinne Wittman -Wong to be its Project Manager. Consultant 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 Consultant, 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. Consultant warrants that it will continuously furnish the necessary personnel to complete the Project on a timely basis as contemplated by this Agreement. 5.3 If Consultant is performing inspection services for City, the Project Manager and any other assigned staff shall be equipped with a cellular phone to communicate with City staff. The Project Manager's cellular phone number shall be provided to City. 6. ADMINISTRATION This Agreement will be administered by the Fire Department. City's EMS Division Chief or designee shall be the Project Administrator and shall have the authority to act for City under this Agreement. The Project Administrator shall represent City in all matters pertaining to the Services to be rendered pursuant to this Agreement. 7. CITY'S RESPONSIBILITIES To assist Consultant in the execution of its responsibilities under this Agreement, City agrees to provide access to and upon request of Consultant, one copy of all existing relevant information on file at City. City will provide all such materials in a timely manner so as not to cause delays in Consultant's Work schedule. Wittman Enterprises, LLC Page 3 8. STANDARD OF CARE 8.1 All of the Services shall be performed by Consultant or under Consultant's supervision. Consultant represents that it possesses the professional and technical personnel required to perform the Services required by this Agreement, and that it will perform all Services in a manner commensurate with community professional standards and with the ordinary degree of skill and care that would be used by other reasonably competent practitioners of the same discipline under similar circumstances. All Services shall be performed by qualified and experienced personnel who are not employed by City. By delivery of completed Work, Consultant certifies that the Work conforms to the requirements of this Agreement, all applicable federal, state and local laws, and legally recognized professional standards. 8.2 Consultant represents and warrants to City that it has, shall obtain, and shall keep in full force and effect during the term hereof, at its sole cost and expense, all licenses, permits, qualifications, insurance and approvals of whatsoever nature that is legally required of Consultant to practice its profession. Consultant shall maintain a City of Newport Beach business license during the term of this Agreement. 8.3 Consultant shall not be responsible for delay, nor shall Consultant be responsible for damages or be in default or deemed to be in default by reason of strikes, lockouts, accidents, acts of God, or the failure of City to furnish timely information or to approve or disapprove Consultant's Work promptly, or delay or faulty performance by City, contractors, or governmental agencies. 8.4 Consultant 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 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, Consultant shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents, volunteers and employees (collectively, the "Indemnified Parties") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorneys' fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims"), which may arise from or in any manner relate (directly or indirectly) to any breach of the terms and conditions of this Agreement, any Work performed or Services provided under this Agreement including, without limitation, defects in workmanship or materials or Consultant's presence or activities conducted on the Project (including the negligent, reckless, and/or willful acts, Wittman Enterprises, LLC Page 4 errors and/or omissions of Consultant, its principals, officers, agents, employees, vendors, suppliers, consultants, 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 Consultant to indemnify the Indemnified Parties from any Claim arising from the sole negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorneys' fees in any action on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Consultant. 10. INDEPENDENT CONTRACTOR It is understood that City retains Consultant on an independent contractor basis and Consultant is not an agent or employee of City. The manner and means of conducting the Work are under the control of Consultant, except to the extent they are limited by statute, rule or regulation and the expressed terms of this Agreement. No civil service status or other right of employment shall accrue to Consultant or its employees. Nothing in this Agreement shall be deemed to constitute approval for Consultant or any of Consultant's employees or agents, to be the agents or employees of City. Consultant shall have the responsibility for and control over the means of performing the Work, provided that Consultant is in compliance with the terms of this Agreement. Anything in this Agreement that may appear to give City the right to direct Consultant as to the details of the performance of the Work or to exercise a measure of control over Consultant shall mean only that Consultant shall follow the desires of City with respect to the results of the Services. 11. COOPERATION Consultant 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 Consultant on the Project. 12. CITY POLICY Consultant 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 Consultant is responsible for keeping the Project Administrator informed on a regular basis regarding the status and progress of the Project, activities performed and planned, and any meetings that have been scheduled or are desired. Wittman Enterprises, LLC Page 5 14. INSURANCE Without limiting Consultant's indemnification of City, and prior to commencement of Work, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement or for other periods as specified in this Agreement, policies of insurance of the type, amounts, terms and conditions described in the Insurance Requirements attached hereto as Exhibit D, and incorporated herein by reference. 15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS Except as specifically authorized under this Agreement, the Services to be provided under this Agreement shall not be assigned, transferred contracted or subcontracted out without the prior written approval of City. Any of the following shall be construed as an assignment: The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Consultant, or of the interest of any general partner or joint venturer or syndicate member or cotenant if Consultant is a partnership or joint -venture or syndicate or co -tenancy, which shall result in changing the control of Consultant. 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 subcontractors authorized by City, if any, to perform Work on this Project are identified in Exhibit A. Consultant shall be fully responsible to City for all acts and omissions of any subcontractor. Nothing in this Agreement shall create any contractual relationship between City and any subcontractor nor shall it create any obligation on the part of City to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise required by law. City is an intended beneficiary of any Work performed by the subcontractor for purposes of establishing a duty of care between the subcontractor and City. Except as specifically authorized herein, the Services to be provided under this Agreement shall not be otherwise assigned, transferred, contracted or subcontracted out without the prior written approval of City. 17. OWNERSHIP OF DOCUMENTS 17.1 Each and every report, draft, map, record, plan, document and other writing produced, including but not limited to, websites, blogs, social media accounts and applications (hereinafter "Documents"), prepared or caused to be prepared by Consultant, 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 Consultant or any other party. Additionally, all material posted in cyberspace by Consultant, 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 Consultant or any other party. Consultant shall, at Consultant's Wittman Enterprises, LLC Page 6 expense, provide such Documents, including all logins and password information to City upon prior written request. 17.2 Documents, including drawings and specifications, prepared by Consultant 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 Consultant will be at City's sole risk and without liability to Consultant. Further, any and all liability arising out of changes made to Consultant's deliverables under this Agreement by City or persons other than Consultant is waived against Consultant, and City assumes full responsibility for such changes unless City has given Consultant prior notice and has received from Consultant written consent for such changes. 17.3 All written documents shall be transmitted to City in formats compatible with Microsoft Office and/or viewable with Adobe Acrobat. 18. CONFIDENTIALITY All Documents, including drafts, preliminary drawings or plans, notes and communications that result from the Services in this Agreement, shall be kept confidential unless City expressly authorizes in writing the release of information. 19. INTELLECTUAL PROPERTY INDEMNITY Consultant shall defend and indemnify City, its agents, officers, representatives and employees against any and all liability, including costs, for infringement or alleged infringement of any United States' letters patent, trademark, or copyright, including costs, contained in Consultant's Documents provided under this Agreement. 20. RECORDS Consultant shall keep records and invoices in connection with the Services to be performed under this Agreement. Consultant 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 Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of City to examine, audit and make transcripts or copies of such records and invoices during regular business hours. Consultant 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 Consultant under this Agreement. 21. WITHHOLDINGS City may withhold payment to Consultant of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to Wittman Enterprises, LLC Page 7 constitute a failure to pay according to the terms of this Agreement. Consultant shall not discontinue Work as a result of such withholding. Consultant shall have an immediate right to appeal to the City Manager or designee with respect to such disputed sums. Consultant 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 Consultant which result in expense to City greater than what would have resulted if there were not errors or omissions in the Work accomplished by Consultant, the additional design, construction and/or restoration expense shall be borne by Consultant. Nothing in this Section is intended to limit City's rights under the law or any other sections of this Agreement. 23. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS City reserves the right to employ other Consultants in connection with the Project. 24. CONFLICTS OF INTEREST 24.1 Consultant 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 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, Consultant 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. Consultant shall indemnify and hold harmless City for any and all claims for damages resulting from Consultant's violation of this Section. 25. NOTICES 25.1 All notices, demands, requests or approvals, including any change in mailing address, to be given under the terms of this Agreement shall be given in writing, and conclusively shall be deemed served when delivered personally, or on the third business day after the deposit thereof in the United States mail, postage prepaid, first- class mail, addressed as hereinafter provided. 25.2 All notices, demands, requests or approvals from Consultant to City shall be addressed to City at: Attn: Kristin Thompson Fire Department Wittman Enterprises, LLC Page 8 City of Newport Beach 100 Civic Center Drive PO Box 1768 Newport Beach, CA 92658 25.3 All notices, demands, requests or approvals from City to Consultant shall be addressed to Consultant at: Attn: Corinne Wittman -Wong Wittman Enterprises, LLC 21 Blue Sky Court, Suite A Sacramento, CA 95828 26. CLAIMS Unless a shorter time is specified elsewhere in this Agreement, before making its final request for payment under this Agreement, Consultant shall submit to City, in writing, all claims for compensation under or arising out of this Agreement. Consultant's acceptance of the final payment shall constitute a waiver of all claims for compensation under or arising out of this Agreement except those previously made in writing and identified by Consultant in writing as unsettled at the time of its final request for payment. Consultant and City expressly agree that in addition to any claims filing requirements set forth in the Agreement, Consultant shall be required to file any claim Consultant may have against City in strict conformance with the Government Claims Act (Government Code sections 900 et seq.). 27. TERMINATION 27.1 In the event that either party fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, that party shall be deemed in default in the performance of this Agreement. If such default is not cured within a period of two (2) calendar days, or if more than two (2) calendar days are reasonably required to cure the default and the defaulting party fails to give adequate assurance of due performance within two (2) calendar days after receipt of written notice of default, specifying the nature of such default and the steps necessary to cure such default, and thereafter diligently take steps to cure the default, the non -defaulting party may terminate the Agreement forthwith by giving to the defaulting party written notice thereof. 27.2 Notwithstanding the above provisions, City shall have the right, at its sole and absolute discretion and without cause, of terminating this Agreement at any time by giving no less than seven (7) calendar days' prior written notice to Consultant. In the event of termination under this Section, City shall pay Consultant for Services satisfactorily performed and costs incurred up to the effective date of termination for which Consultant has not been previously paid. On the effective date of termination, Consultant 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. Wittman Enterprises, LLC Page 9 28. STANDARD PROVISIONS 28.1 Recitals. City and Consultant acknowledge that the above Recitals are true and correct and are hereby incorporated by reference into this Agreement. 28.2 Compliance with all Laws. Consultant 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 Consultant shall conform to applicable City, county, state and federal laws, rules, regulations and permit requirements and be subject to approval of the Project Administrator and City. 28.3 Waiver. A waiver by either party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character. 28.4 Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. 28.5 Conflicts or Inconsistencies. In the event there are any conflicts or inconsistencies between this Agreement and the Scope of Services or any other attachments attached hereto, the terms of this Agreement shall govern. 28.6 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of the Agreement or any other rule of construction which might otherwise apply. 28.7 Amendments. This Agreement may be modified or amended only by a written document executed by both Consultant and City and approved as to form by the City Attorney. 28.8 Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 28.9 Controlling Law and Venue. The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange, State of California. 28.10 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because race, religious creed, color, national origin, Wittman Enterprises, LLC Page 10 ancestry, physical handicap, medical condition, marital status, sex, sexual orientation, age or any other impermissible basis under law. 28.11 No Attorneys' Fees. In the event of any dispute or legal action arising under this Agreement, the prevailing party shall not be entitled to attorneys' fees. 28.12 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which together shall constitute one (1) and the same instrument. [SIGNATURES ON NEXT PAGE] Wittman Enterprises, LLC Page 11 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY ATO EY'S OFFICE Date: By:Aga Aaron C. Harp City Attorney ��'���✓ ATTEST: I Date: . �{ By:—6&. Leilani I. grown City Clerk CITY OF NEWPORT BEACH, a California municipal corporation Date: HIM By: Scott Poster Fire Chief CONSULTANT: Wittman Enterprises, LLC, a California corporation Date: Signed in Counterpart By: Corinne Wittman -Wong Chief Executive Officer Signed in Counterpart Walter Imboden Chief Financial Officer [END OF SIGNATURES] Attachments: Exhibit A – Scope of Services Exhibit B – Schedule of Billing Rates Exhibit C – Business Associate Agreement Exhibit D – Insurance Requirements Wittman Enterprises, LLC Page 12 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Dater/T By: Aaron C. Harp City Attorney ATTEST: Date: M- Leilani I. Brown City Clerk CITY OF NEWPORT BEACH, a California municipal corporation Date:�ll IN By: Scott Poster Fire Chief CONSULTANT: Wittman Enterprises, LLC, a California corporation Date: & le'GI G. By: Corinne Wittman -Wong Chief Executive Officer Date: /AX ' By: V:xw, ^�'G Walter Imboden Chief Financial Officer [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates Exhibit C — Business Associate Agreement Exhibit D — Insurance Requirements Wittman Enterprises, LLC Page 12 EXHIBIT A SCOPE OF SERVICES Wittman Enterprises, LLC Page A-1 EXHIBIT A — SCOPE OF SERVICES 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 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 • Submit necessary transport information, including pay source information and patient condition, to Contractor for billing purposes. o Forward to Contractor all necessary information relating to patient transports services, payments and patient eligibility. • Notify Contractor of any accounts that require special attention. • 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 EXHIBIT B SCHEDULE OF BILLING RATES Wittman Enterprises, LLC Page B-1 EXHIBIT B — SCHEDULE OF BILLING RATES Fees A. Percentage of Net Collections 6.1 % of net collected dollars B. Monthly reports (Exhibit A, Section VI) Included Wittman Enterprises EXHIBIT C BUSINESS ASSOCIATE AGREEMENT Wittman Enterprises, LLC Page C-1 BUSINESS ASSOCIATE AGREEMENT l� (OUTSIDE BILLING COMPANY) Y BETWEEN WITTMAN ENTERPRISES, LLC AND CITY OF NEWPORT BEACH v THIS BUSINESS ASSOCIATE AGREEMENT ("Agreement") is entered this 22"d day of October, 2013 ("Effective Date") between THE CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City') and WITTMAN ENTERPRISES, LLC, a California limited liability company ("Wittman Enterprises") 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 the City. B. Wittman Enterprises is the City's contracted outside billing company, contracted with to provide statements to and collect payments from patients who have received paramedic field services and emergency ambulance transportation services from the City. C. This Agreement is executed to ensure that Wittman Enterprises will appropriately safeguard protected health information ("PHI") that is created, received, maintained, or transmitted on behalf of the City in compliance with the applicable provisions of Public Law 104-191 of August 21, 1996, known as the Health Insurance Portability and Accountability Act of 1996, Subtitle F — Administrative Simplification, Sections 261, et seq., as amended ("HIPAA"), the regulations codified at 45 C.F.R. Parts 160 and 164 ("HIPAA Regulations"), and with Public Law 111-5 of February 17, 2009, known as the American Recovery and Reinvestment Act of 2009, Title XII, Subtitle D — Privacy, Sections 13400, et seq., the Health Information Technology and Clinical Health Act, as amended (the "HITECH Act'). NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: A. General Provisions Meaning of Terms. The terms used in this Agreement shall have the same meaning as those terms defined in the HIPAA, the HIPAA Regulations, and the HITECH Act. 2. Regulatory References. Any reference in this Agreement to a regulatory section means the section currently in effect or as amended. 3. Interpretation. Any ambiguity in this Agreement shall be interpreted to permit compliance with the HIPAA, the HIPAA Regulations, and the HITECH Act. B. Obligations of Business Associate 1. Wittman Enterprises shall not use or further disclose protected health information ("PHP') other than as permitted or required by this Agreement or as required by law. 2. Wittman Enterprises shall use appropriate safeguards and comply, where applicable, with the HIPAA Security Rule with respect to electronic protected health information ("e -PHP') and implement appropriate physical, technical and administrative safeguards to prevent use or disclosure of PHI other than as provided for by this Agreement. 3. Wittman Enterprises shall report in writing to City each security incident (as defined in the HIPAA Security Rule) or any use or disclosure of PHI not provided for by this Agreement no later than three (3) business days after becoming aware of such security incident or non -permitted use or disclosure. If such security incident or non -permitted use or disclosure constitutes a breach of unsecured PHI, then Wittman Enterprises shall comply with the requirements of Section 6.4. below. 4. Wittman Enterprises shall investigate each unauthorized access, acquisition, use or disclosure of PHI that it discovers to determine whether such unauthorized access, acquisition, use or disclosure constitutes a reportable breach of unsecured PHI. If Wittman Enterprises determines that a reportable breach of unsecured PHI has occurred, Wittman Enterprises shall notify City of such breach in writing without unreasonable delay but no later than sixty (60) calendar days after discovery of the breach, in accordance with 45 C.F.R. §164.410(c). City shall have sole control over the timing and method of providing notification of such breach to the affected individual(s), the Secretary and, if applicable, the media, as required by the HITECH Act. Wittman Enterprises shall reimburse City for its reasonable costs and expenses in providing the notification, including, but not limited to, any administrative costs associated with providing notice, printing and mailing costs, and costs of mitigating the harm (which may include the costs of obtaining credit monitoring services and identity theft insurance) for affected individuals whose PHI has or may have been compromised as a result of the breach. 5. In accordance with 45 CFR 164.502(e)(1) and 164.308(b), ensure that any subcontractors that create, receive, maintain, or transmit PHI on behalf of Wittman Enterprises agree to the same restrictions, conditions, and Wittman Enterprises, LLC Page 2 requirements that apply to Wittman Enterprises with respect to such information; 6. Make PHI in a designated record set available to City and to an individual who has a right of access in a manner that satisfies the City's obligations to provide access to PHI in accordance with 45 CFR §164.524 within thirty (30) days of a request; Make any amendment(s) to PHI in a designated record set as directed by the City, or take other measures necessary to satisfy the City's obligations under 45 CFR §164.526; 8. Maintain and make available information required to provide an accounting of disclosures to the City or an individual who has a right to an accounting within sixty (60) days and as necessary to satisfy the City's obligations under 45 CFR §164.528; 9. To the extent that Wittman Enterprises is to carry out any of the City's obligations under the HIPAA Privacy Rule, Wittman Enterprises shall comply with the requirements of the Privacy Rule that apply to the City when it carries out that obligation; 10. Make its internal practices, books, and records relating to the use and disclosure of PHI received from, or created or received by Wittman Enterprises on behalf of the City, available to the Secretary of the Department of Health and Human Services for purposes of determining Wittman Enterprises' and the City's compliance with HIPAA, the HIPAA Regulations, and the HITECH Act; 11. Restrict the use or disclosure of PHI if the City notifies Wittman Enterprises of any restriction on the use or disclosure of PHI that the City has agreed to or is required to abide by under 45 CFR §164.522; and 12. If the City is subject to the Red Flags Rule (found at 16 CFR §681.1 at seq.), Wittman Enterprises agrees to assist the City in complying with its Red Flags Rule obligations by: (a) implementing policies and procedures to detect relevant Red Flags (as defined under 16 C.F.R. §681.2); (b) taking all steps necessary to comply with the policies and procedures of the City's Identity Theft Prevention Program; (c) ensuring that any agent or third party who performs services on its behalf in connection with covered accounts of the City agrees to implement reasonable policies and procedures designed to detect, prevent, and mitigate the risk of identity theft; and (d) alerting the City of any Red Flag incident (as defined by the Red Flag Rules) of which it becomes aware, the steps it has taken to mitigate any potential harm that may have occurred, and provide a report to the City of any threat of identity theft as a result of the incident. Wittman Enterprises, LLC Page 3 C. Permitted Uses and Disclosures by Business Associate The specific uses and disclosures of PHI that may be made by Wittman Enterprises on behalf of the City include: The preparation of invoices to patients, carriers, insurers and others responsible for payment or reimbursement of the services provided by the City to its patients; Preparation of reminder notices and documents pertaining to collections of overdue accounts; 3. The submission of supporting documentation to carriers, insurers and other payers to substantiate the healthcare services provided by the City to its patients or to appeal denials of payment for the same; and 4. Other uses or disclosures of PHI as permitted by HIPAA necessary to perform the services that Wittman Enterprises has been engaged to perform on behalf of the City. D. Relationship of Parties Wittman Enterprises is an independent contractor and not an agent of City under this Agreement. Wittman Enterprises has the sole right and obligation to supervise, manage, contract, direct, procure, perform or cause to be performed all of Wittman Enterprises' obligations under this Agreement. E. Indemnification Notwithstanding anything to the contrary in the underlying services agreement between the City and Wittman Enterprises, at Wittman Enterprises' expense, Wittman Enterprises agrees to indemnify, defend and hold harmless City and City's employees, directors, officers, managers, or agents (the "Indemnities") from and against any and all fines, penalties, damages, losses, claims or causes of action and expenses (including, without limitation, court costs and reasonable attorneys' fees) arising from any violation of the HIPAA, the HIPAA Regulations, or the HITECH Act or from any negligence or wrongful acts or omissions, including but not limited to failure to perform its obligations that results in a violation of the HIPAA, the HIPAA Regulations, or the HITECH Act, by Wittman Enterprises or its employees, directors, officers, subcontractors, agents or other members of Wittman Enterprises' workforce. Wittman Enterprises' obligation to indemnify the Indemnities shall survive the expiration or termination of this Agreement for any reason. Wittman Enterprises, LLC Page 4 F. Term and Termination 1. The term of this Agreement shall be effective as of the Effective Date and shall terminate as of the date that all of the PHI provided by City to Wittman Enterprises, or created or received by Wittman Enterprises on behalf of City, is destroyed or returned to City, or, if it is infeasible to return or destroy the PHI, protections are extended to such information, in accordance with Section F.3 below. 2. Upon City's knowledge of a material breach or violation of this Agreement by Wittman Enterprises, City shall either: a. Notify Wittman Enterprises of the breach in writing, and provide an opportunity for Wittman Enterprises to cure the breach or end the violation within ten (10) business days of such notification; provided that if Wittman Enterprises fails to cure the breach or end the violation Within such time period to the satisfaction of City, City shall have the right to immediately terminate this Agreement and the underlying services agreement between City and Wittman Enterprises upon written notice to Wittman Enterprises; b. Upon written notice to Wittman Enterprises, immediately terminate this Agreement and the underlying services agreement between City and Wittman Enterprises if City determines that such breach cannot be cured; or C. If City determines that neither termination nor cure is feasible, City shall report the violation to the Secretary. 3. Upon termination of this Agreement for any reason, Wittman Enterprises shall return to the City or destroy all PHI received from the City, or created, maintained, or received by Wittman Enterprises on behalf of the City that Wittman Enterprises still maintains in any form. Wittman Enterprises shall retain no copies of the PHI. However, if Wittman Enterprises determines that neither return nor destruction of PHI is feasible, Wittman Enterprises shall notify City of the conditions that make return or destruction infeasible, and may retain PHI provided that Wittman Enterprises (a) continues to comply with the provisions of this Agreement for as long as it retains PHI, and (b) further limits uses and disclosures of such PHI to those purposes that make the return or destruction of PHI infeasible. G. Notices 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, Wittman Enterprises, LLC Page 5 addressed as hereinafter provided. All notices, demands, requests or approvals from Wittman Enterprises to City shall be addressed to City at: Attn: Cathy Ord, EMS Manager Fire Department City of Newport Beach 100 Civic Center Dr. PO Box 1768 Newport Beach, CA 92658 2. All notices, demands, requests or approvals from City to Wittman Enterprises shall be addressed to Wittman Enterprises at: Attention: Corinne Wittman -Wong Wittman Enterprises, LLC 21 Blue Sky Court, Suite A Sacramento, CA 95828 H. Amendment to Comply with Law 1. This Agreement shall be deemed amended to incorporate any mandatory obligations of City or Wittman Enterprises under the HITECH Act and its implementing HIPAA Regulations. Additionally, City and Wittman Enterprises agree to take such action as is necessary to amend this Agreement from time to time as necessary for City to implement its obligations pursuant to the HIPAA, the HIPAA Regulations, or the HITECH Act. Applicable Law and Venue This Agreement shall be governed by and construed in accordance with the laws of the State of California (without regards to conflict of laws principles). City and Wittman Enterprises agree that all actions or proceedings arising in connection with this Agreement shall be tried and litigated exclusively in the State or federal (if permitted by law and if a party elects to file an action in federal court) courts located in Orange County, California. 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, LLC Page 6 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: OFFICE OF THE CITY ATTORNEY Date: I-1�1 - t3 p By: Aaron trp City Attorney ATTEST: Date: 7 By.� ✓ — Leilani I. Brown City Clerk CITY OF NEWPORT BEACH, A California municipal corporation Date: NOV 2 7 2013 By: Chief Scott Poster Fire Department Wittman Enterprises, LLC, a California limited liability company By: uo orinne Wittman -Wong Chief Executive Officer Date: / iv By: Walter Imboden Chief Financial Officer Wittman Enterprises, LLC Page 7 EXHIBIT D INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES 1. Provision of Insurance. Without limiting Consultant's indemnification of City, and prior to commencement of Work, Consultant 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. Consultant agrees to provide insurance in accordance with requirements set forth here. If Consultant uses existing coverage to comply and that coverage does not meet these requirements, Consultant agrees to amend, supplement or endorse the existing coverage. 2. Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. 3. Coverage Requirements. A. Workers' Compensation Insurance. Consultant shall maintain Workers' Compensation Insurance, statutory limits, and Employer's Liability Insurance with limits of at least one million dollars ($1,000,000) each accident for bodily injury by accident and each employee for bodily injury by disease in accordance with the laws of the State of California, Section 3700 of the Labor Code. Consultant shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its City Council, boards and commissions, officers, agents, volunteers, employees and any person or entity owning or otherwise in legal control of the property upon which Consultant performs the Project and/or Services contemplated by this Agreement. B. General Liability Insurance. Consultant shall maintain commercial general liability insurance, and if necessary umbrella liability insurance, with coverage at least as broad as provided by Insurance Services Office form CG 00 01, in an amount not less than one million dollars ($1,000,000) per occurrence, two million dollars ($2,000,000) general aggregate. The policy shall cover liability arising from premises, operations, personal and advertising injury, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract). C. Automobile Liability Insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of Consultant arising out of or in connection with Work to be performed under this Wittman Enterprises, LLC Page D-1 Agreement, including coverage for any owned, hired, non -owned or rented vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit each accident. 4. Other Insurance Requirements. The policies are to contain, or be endorsed to contain, the following provisions: A. Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against City, its City Council, boards and commissions, officers, agents, volunteers, employees and any person or entity owning or otherwise in legal control of the property upon which Consultant performs the Project and/or Services contemplated by this Agreement or shall specifically allow Consultant or others providing insurance evidence in compliance with these requirements to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers from each of its subconsultants. B. Additional Insured Status. All liability policies including general liability, excess liability, pollution liability, and automobile liability, if required, but not including professional liability, shall provide or be endorsed to provide that City, its City Council, boards and commissions, officers, agents, volunteers, employees and any person or entity owning or otherwise in legal control of the property upon which Consultant performs the Project and/or Services contemplated by this Agreement shall be included as insureds under such policies. C. Primary and Non Contributory. All liability coverage shall apply on a primary basis and shall not require contribution from any insurance or self- insurance maintained by City. D. Notice of Cancellation. All policies shall provide City with thirty (30) calendar days notice of cancellation (except for nonpayment for which ten (10) calendar days notice is required) or nonrenewal of coverage for each required coverage. 5. Additional Agreements Between the Parties. The parties hereby agree to the following: A. Evidence of Insurance. Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation and other endorsements as specified herein for each coverage. Insurance certificates and endorsement must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at any time. Wittman Enterprises, LLC Page D-2 B. City's Right to Revise Requirements. City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving Consultant sixty (60) calendar days advance written notice of such change. If such change results in substantial additional cost to Consultant, City and Consultant may renegotiate Consultant's compensation. C. Enforcement of Agreement Provisions. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non-compliance with any requirement imposes no additional obligations on City nor does it waive any rights hereunder. D. Requirements not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. E. Self-insured Retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self- insurance will not be considered to comply with these requirements unless approved by City. F. City Remedies for Non -Compliance. If Consultant or any subconsultant fails to provide and maintain insurance as required herein, then City shall have the right but not the obligation, to purchase such insurance, to terminate this Agreement, or to suspend Consultant's right to proceed until proper evidence of insurance is provided. Any amounts paid by City shall, at City's sole option, be deducted from amounts payable to Consultant or reimbursed by Consultant upon demand. G. 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 Contract, and that involve or may involve coverage under any of the required liability policies. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. H. Consultant's Insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own Wittman Enterprises, LLC Page D-3 judgment may be necessary for its proper protection and prosecution of the Work. Wittman Enterprises, LLC Page D-4 CERTIFICATE OF INSURANCE CHECKLIST City of Newport Beach This checklist is comprised of requirements as outlined by the City of Newport Beach. * Date Received: 7/8/16 Dept./Contact Received From: Angela Date Completed: 7/27/16 Sent to: Angela By: Alicia Company/Person required to have certificate: Wittman Enterprises. LLC. Type of contract: All Other I. GENERAL LIABILITY EFFECTIVE/EXPIRATION DATE: 7/1/16-7/1/17 A. INSURANCE COMPANY: Valley Forge Insurance Company B. AM BEST RATING (A-: VII or greater): A: XV C. ADMITTED Company (Must be California Admitted): Is Company admitted in California? E Yes ❑ No D. LIMITS (Must be $1 M or greater): What is limit provided? 4M/2M E. ADDITIONAL INSURED ENDORSEMENT— please attach E Yes ❑ No F. PRODUCTS AND COMPLETED OPERATIONS (Must include): Is it included? (completed Operations status does not apply to Waste Haulers or Recreation) E Yes ❑ No G. ADDITIONAL INSURED FOR PRODUCTS AND COMPLETED OPERATIONS ENDORSEMENT (completed Operations status does not apply to Waste Haulers) E Yes ❑ No H. ADDITIONAL INSURED WORDING TO INCLUDE (The City its officers, officials, employees and volunteers): Is it included? E Yes ❑ No I. PRIMARY & NON-CONTRIBUTORY WORDING (Must be included): Is it included? E Yes ❑ No J. CAUTION! (Confirm that loss or liability of the named insured is not limited solely by their negligence) Does endorsement include "solely by negligence" wording? ❑ Yes E No K. ELECTED SCMAF COVERAGE (RECREATION ONLY): E N/A ❑ Yes ❑ No L. NOTICE OF CANCELLATION: ❑ N/A E Yes ❑ No II. AUTOMOBILE LIABILITY EFFECTIVE/EXPIRATION DATE: 7/1/16-7/1/17 A. INSURANCE COMPANY: Continental Insurance Company B. C. D. E. F. AM BEST RATING (A-: VII or greater) A: XV ADMITTED COMPANY (Must be California Admitted): Is Company admitted in California? LIMITS - If Employees (Must be $1M min. BI & PD and $500,000 UM, $2M min for Waste Haulers): What is limits provided? LIMITS Waiver of Auto Insurance / Proof of coverage (if individual) (What is limits provided?) PRIMARY & NON-CONTRIBUTORY WORDING (For Waste N/A Haulers only): E N/A G. HIRED AND NON -OWNED AUTO ONLY: ❑ NIA H. NOTICE OF CANCELLATION: ❑ N/A E Yes ❑ No ❑ Yes ❑ No ❑ Yes E No E Yes ❑ No III. WORKERS' COMPENSATION EFFECTIVE/EXPIRATION DATE: 7/1/16-7/1/17 A. INSURANCE COMPANY: State Compensation lnsuranceFund B. AM BEST RATING (A-: VII or greater): N/A C. ADMITTED Company (Must be California Admitted): ® Yes ❑ No D. WORKERS' COMPENSATION LIMIT: Statutory ® Yes []No E. EMPLOYERS' LIABILITY LIMIT (Must be $1 M or greater) 1,000,000 F. WAIVER OF SUBROGATION (To include): Is it included? ® Yes []No G. SIGNED WORKERS' COMPENSATION EXEMPTION FORM: ® N/A ❑ Yes ❑ No H. NOTICE OF CANCELLATION: ❑ N/A ® Yes []No ADDITIONAL COVERAGE'S THAT MAYBE REQUIRED IV. PROFESSIONAL LIABILITY V POLLUTION LIABILITY V BUILDERS RISK HAVE ALL ABOVE REQUIREMENTS BEEN MET? IF NO, WHICH ITEMS NEED TO BE COMPLETED? Approved: Agent of Alliant Insurance Services Broker of record for the City of Newport Beach 7/27/16 Date N N/A ❑ Yes ❑ No ® N/A ❑ Yes ❑ No ® N/A ❑ Yes ❑ No ® Yes ❑ No RISK MANAGEMENT APPROVAL REQUIRED (Non -admitted carrier rated less than _; Self Insured Retention or Deductible greater than $ ) ❑ N/A ❑ Yes ❑ No Reason for Risk Management approval/exception/waiver: Approved: Risk Management Date * Subject to the terms of the contract. WITTENT-01 MDURAN A��Ro CERTIFICATE OF LIABILITY INSURANCE DATE1 7122/2016 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endomement(s). PRODUCER Western Elite Insurance Solutions 140 Diamond Creek Place Roseville, CA 95747 CONTACT NAME: PHONE 1C.No: Ell' (016) 259-690D FA666) 206-8646 E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAICe INSURER A: Valley Forge Insurance Company INSURED INSURER B: Continental Insurance Company Wittman Enterprises LLC PO Box 269110 INSURER C: Continental Casualty Company INSURER D: State Compensation Insurance Fund Sacramento, CA 95826 INSURERS: NSURERF: 0710112016 COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADM SUER POLICY NUMBER MMIDDYIYYYY EFF MMIIDNYY LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 4,000,00 CLAIMS -MADE OCCUR X CNP6011187769 0710112016 07!0112017 _ PREMISES Ea occurrence $ 300,00 MED EXP (Any one person) $ 10,00 PERSONAL S ADV INJURY It 4,000,00 GEN'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE It 2,000,00 X POLICY � JEST F—] LOC PRODUCTS -COMP/OPAGG $ 2,000,00 $ OTHER AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,00 (Ea accident) BODILY INJURY (Per person) $ B X ANY AUTO BUA 6011187724 0710112016 07101/2017 ALL OWNED SCHEDULED AUTOS AUTOS HIRED AUTOS AAUTOS 1 BODILY INJURY (Per accidenti $ Por acdclentDAMAGE $ It X UMBRELLA LIAR X OCCUR EACH OCCURRENCE $ 2,000,00 AGGREGATE It 2,000,00 C EXCESS UAB CLAMS -MADE CUP6011187819 07/0112016 0710112017 DED I X I RETENTIONS 10,000 It D WORKERSCOMPENSATION AND EMPLOYERS' LIABILITY ANY AEEICEILMEMBERPARTNEED�CUTIVE YIN (Mandatory In NN) X 9161868.2016 0710112016 07/0112017 X STA UTE ERH ELEACHACCIDENT $ 1,000,00 E.L DISEASE-EAEMPLOYE $ 1,000,00 E.L DISEASE -POLICY LIMB $ 1,000,00 N yes, describe miler DESCRIPTION OF OPERATIONS below A Professional Liab CNP6011187769 0710112016 0710112017 Each ClaimlAgg 1,000,00 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be allached if more space Is required) The City of Newport Beach, Its City Council, boards and commissions, officers, agents, volunteers, employees and any person or entity owning or otherwise in legal control of the property upon which consultant performs the project and/or services are named Additional Insured with respects to General Liability per the attached endorsement form number SB146932E. Coverage is primary and non-contributory per attached endorsement form number SB146932E. Completed operations applies per the attached endorsement form number SB300120C. Waiver of Subrogation applies to Workers Compensation per endorsement from number 10217. CERTIFICATE HOLDER CANCELLATION ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City Of Newport Beach 100 Civic Center Drive THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Newport Beach, CA 92660 AUTHORIZED REPRESENTATIVE ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD SB -146932-E (Ed. 06/11) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - LIABILITY EXTENSION This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM Coverage afforded under this extension of coverage endorsement does not apply to any person or organization covered as an additional insured on any other endorsement now or hereafter attached to this Policy. 1. ADDITIONAL INSURED — BLANKET VENDORS own acts or omission or those of its employees or anyone else acting on its WHO IS AN INSURED is amended to include as an behalf. However, this exclusion does not additional insured any person or organization (referred apply to: to below as vendor) with whom you agreed, because of a written contract or agreement to provide (1) The exceptions contained in insurance, but only with respect to "bodily injury" or Subparagraphs d. or f.; or "property damage" arising out of "your products" which (2) Such inspections, adjustments, tests or are distributed or sold in the regular course of the servicing as the vendor has agreed to vendor's business, subject to the following additional make or normally undertakes to make in exclusions: the usual course of business, in 1. The insurance afforded the vendor does not apply connection with the distribution or sale of to: the products. a. "Bodily injury' or "property damage" for which 2. This insurance does not apply to any insured the vendor is obligated to pay damages by person or organization, from whom you have reason of the assumption of liability in a acquired such products, or any ingredient, part or contract or agreement. This exclusion does container, entering into, accompanying or not apply to liability for damages that the containing such products. vendor would have in the absence of the 3. This provision 2. does not apply to any vendor contract or agreement; included as an insured by an endorsement issued b. Any express warranty unauthorized by you; by us and made a part of this Policy. c. Any physical or chemical change in the 4. This provision 2. does not apply if "bodily injury" or "products product made intentionally by the vendor; "property damage" included within the - completed operations hazard" is excluded either d. Repackaging, except when unpacked solely by the provisions of the Policy or by endorsement. for the purpose of inspection, demonstration, 2. MISCELLANEOUS ADDITIONAL INSUREDS testing, or the substitution of parts under instructions from the manufacturer, and then WHO IS AN INSURED is amended to include as an repackaged in the original container; insured any person or organization (called additional s e. Any failure to make such inspections, insured) described in paragraphs 2.a. through 2.h. adjustments, tests or servicing as the vendor below whom you are required to add as an additional has agreed to make or normally undertakes to insured on this policy under a written contract or make in the usual course of business, in agreement but the written contract or agreement must connection with the distribution or sale of the be: products; 1. Currently in effect or becoming effective during the f. Demonstration, installation, servicing or repair term of this policy; and operations, except such operations performed 2. Executed prior to the "bodily injury," "property at the vendor's premises in connection with damage" or "personal and advertising injury," but the sale of the product; c Only the following persons or organizations are g. Products which, after distribution or sale by additional insureds under this endorsement and � you, have been labeled or relabeled or used Y coverage provided to such additional insureds is as a container, part or ingredient of any other limited as provided herein: thing or substance by or for the vendor; or a. Additional Insured —Your Work h. "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its That person or organization for whom you do work is an additional insured solely for liability SB -146932-E Page 1 of 5 (Ed. 06/11) due to your negligence specifically resulting from your work for the additional insured which is the subject of the written contract or written agreement. No coverage applies to liability resulting from the sole negligence of the additional insured. The insurance provided to the additional insured is limited as follows: (1) The Limits of Insurance applicable to the additional insured are those specified in the written contract or written agreement or in the Declarations of this policy, whichever is less. These Limits of Insurance are inclusive of, and not in addition to, the Limits of Insurance shown in the Declarations. (2) The coverage provided to the additional insured by this endorsement and paragraph F.9. of the definition of "insured contract" under Liability and Medical Expenses Definitions do not apply to "bodily injury" or "property damage" arising out of the "products -completed operations hazard" unless required by the written contract or written agreement. (3) The insurance provided to the additional insured does not apply to "bodily injury," "property damage," or "personal and advertising injury" arising out of the rendering or failure to render any professional services. b. State or Political Subdivisions A state or political subdivision subject to the following provisions: (1) This insurance applies only with respect to the following hazards for which the state or political subdivision has issued a permit in connection with premises you own, rent, or control and to which this insurance applies: (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults, street banners, or decorations and similar exposures; or (b) The construction, erection, or removal of elevators; or (2) This insurance applies only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. SB -146932-E (Ed. 06/11) SB -146932-E (Ed. 06/11) This insurance does not apply to "bodily injury," "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality. c. Controlling Interest Any persons or organizations with a controlling interest in you but only with respect to their liability arising out of: (1) Their financial control of you; or (2) Premises they own, maintain or control while you lease or occupy these premises. This insurance does not apply to structural alterations, new construction and demolition operations performed by or for such additional insured. d. Managers or Lessors of Premises A manager or lessor of premises but only with respect to liability arising out of the ownership, maintenance or use of that specific part of the premises leased to you and subject to the following additional exclusions: This insurance does not apply to: (1) Any "occurrence" which takes place after you cease to be a tenant in that premises; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of such additional insured. e. Mortgagee, Assignee or Receiver A mortgagee, assignee or receiver but only with respect to their liability as mortgagee, assignee, or receiver and arising out of the ownership, maintenance, or use of a premises by you. This insurance does not apply to structural alterations, new construction or demolition operations performed by or for such additional insured. f. Owners/Other Interests — Land is Leased An owner or other interest from whom land has been leased by you but only with respect to liability arising out of the ownership, maintenance or use of that specific part of the land leased to you and subject to the following additional exclusions: This insurance does not apply to: (1) Any "occurrence" which takes place after you cease to lease that land; or Page 2 of 5 �y SB -146932-E �r/tiM (Ed. 06/11) (2) Structural alterations, new Damage To Property, is replaced by the construction or demolition operations following: performed by or on behalf of such k. Damage To Property additional insured. g. Co-owner of Insured Premises "Property damage" to: A co-owner of a premises co -owned by you 1. Property you own, rent or occupy, and covered under this insurance but only including any costs or expenses with respect to the co-owners liability as co- incurred by you, or any other person, owner of such premises. organization or entity, for repair, replacement, enhancement, h. Lessor of Equipment restoration or maintenance of such Any person or organization from whom you property for any reason, including prevention to a person or injuryother's lease equipment. Such person or organization damage to an n property; are insureds only with respect to their liability arising out of the maintenance, operation or 2. Premises you sell, give away or use by you of equipment leased to you by abandon, if the "property damage" such person or organization. A person's or arises out of any part of those organization's status as an insured under this premises; endorsement ends when their written contract 3. Property loaned to you; or agreement with you for such leased equipment ends. 4. Personal property in the care, With respect to the insurance afforded these custody or control of the insured; additional insureds, the following additional 5. That particular part of any real exclusions apply: property on which you or any This insurance does not apply: contractors or subcontractors working directly or indirectly in your behalf are (1) To any "occurrence" which takes place performing operations, if the "property after the equipment lease expires; or damage" arises out of those (2) To "bodily injury," "property damage" or operations; or "personal and advertising injury" arising 6. That particular part of any property out of the sole negligence of such that must be restored, repaired or additional insured, replaced because "your work" was Any insurance provided to an additional insured incorrectly performed on it. designated under paragraphs b. through In. above Paragraph 2 of this exclusion does not does not apply to "bodily injury" or "property apply if the premises are "your work" and damage" included within the "products -completed were never occupied, rented or held for operations hazard." rental by you. 3. The following is added to Paragraph H. of the Paragraphs 1, 3, and 4, of this exclusion BUSINESSOWNERS COMMON POLICY do not apply to "property damage" (other CONDITIONS: than damage by fire or explosion) to H. Other Insurance premises: (1) rented to you: 4. This insurance is excess over any other insurance naming the additional insured (2) temporarily occupied by you with the as an insured whether primary, excess, permission of the owner, or contingent or on any other basis unless a (3) to the contents of premises rented to written contract or written agreement you for a period of 7 or fewer specifically requires that this insurance be consecutive days. either primary or primary and A separate limit of insurance applies to p noncontributing. Damage To Premises Rented To You as 4. LEGAL LIABILITY— DAMAGE TO PREMISES described in Section D —Liability and Medical Expenses Limits of Insurance. ® A. Under B. Exclusions, 1. Applicable to ® Business Liability Coverage, Exclusion k. SB -146932-E Page 3 of 5 (Ed. 06/11) Paragraphs 3, 4, 5, and 6 of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph 6 of this exclusion does not apply to "property damage" included in the "products -completed operations hazard." B. Under B. Exclusions, 1. Applicable to Business Liability Coverage, the last paragraph of 2. Exclusions is deleted and replaced by the following: Exclusions c, d, e, f, g, h, i, k, I, m, n, and o, do not apply to damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner or to the contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in Section D. Liability And Medical Expenses Limits Of Insurance. C. The first Paragraph under item 5. Damage To Premises Rented To You Limit of Section D. Liability And Medical Expenses Limits Of Insurance is replaced by the following: The most we will pay under Business Liability for damages because of "property damage" to any one premises, while rented to you, or temporarily occupied by you, with the permission of the owner, including contents of such premises rented to you for a period of 7 or fewer consecutive days, is the Damage to Premises Rented to You limit shown in the Declaration. 5. Blanket Waiver of Subrogation We waive any right of recovery we may have against: a. Any person or organization with whom you have a written contract that requires such a waiver. 6. Broad Knowledge of Occurrence The following items are added to E. Businessowners General Liability Conditions in the Businessowners Liability Coverage Form: e. Paragraphs a. and b. apply to you or to any additional insured only when such "occurrence," offense, claim or "suit' is known to: (1) You or any additional insured that is an individual; SB -146932-E (Ed. 06/11) SB -146932-E (Ed. 06/11) (2) Any partner, if you or an additional insured is a partnership; (3) Any manager, if you or an additional insured is a limited liability company; (4) Any "executive officer" or insurance manager, if you or an additional insured is a corporation; (5) Any trustee, if you or an additional insured is a trust; or (6) Any elected or appointed official, 9 you or an additional insured is a political subdivision or public entity. This paragraph e. applies separately to you and any additional insured. 7. Bodily Injury Section F. Liability and Medical Expenses Definitions, item 3. "Bodily Injury" is deleted and replaced with the following: "Bodily injury" means bodily injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury by that person at any time which results as a consequence of the bodily injury, sickness or disease. 8. Expanded Personal and Advertising Injury Definition a. The following is added to Section F. Liability and Medical Expenses Definitions, item 14. Personal and Advertising Injury, in the Businessowners General Liability Coverage Form: h. Discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only 9 such discrimination or humiliation is: 1. Not done intentionally by or at the direction of: a. The insured; or b. Any "executive officer," director, stockholder, partner, member or manager (if you are a limited liability company) of the insured; and 2. Not directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person or person by any insured. b. The following is added to Exclusions, Section B.: Page 4 of 5 (15)Discrimination Relating to Room, Dwelling or Premises Caused by discrimination directly or indirectly related to the sale, rental, lease or sub -lease or prospective sale, rental, lease or sub -lease of any room, dwelling or premises by or at the direction of any insured. (16)Fines or Penalties Fines or penalties levied or imposed by a governmental entity because of discrimination. c. This provision (Expanded Personal and Advertising Injury) does not apply if SB -146932-E (Ed. 06111) SB -146932-E (Ed. 06111) Personal and Advertising Injury Liability is excluded either by the provisions of the Policy or by endorsement. 9. Personal and Advertising Injury Re -defined Section F. Liability and Medical Expenses Definitions, item 14, Personal Advertising Injury, Paragraph c. is replaced by the following: c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room dwelling or premises that a person or organization occupies committed by or on behalf of it's owner, landlord or lessor. Page 5 of 5 SB -300120-C CWA (Ed. 06111) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION -WITH PRODUCTS COMPLETED OPERATIONS COVERAGE This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM SCHEDULE' Name Of Person Or Organization: ' Information required to complete this Schedule, if not shown on this endorsement, will be shown in the Declarations. A. The following is added to Paragraph C. Who is An Insured: 4. Any person(s) or organization(s) shown in the Schedule is also an additional insured, but only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury," caused, in whole or in part, by: a. Your acts or omissions; or b. The acts or omissions of those acting on your behalf in the performance of your ongoing operations for the additional insured(s); at the location(s) designated above; or c. "Your work" that is included in the "products - completed operations hazard" and performed for the additional insured, but only if this Policy provides such coverage, and only if the written contract or written agreement requires you to provide the additional insured such coverage. B. The insurance provided to the additional insured does not apply to "bodily injury," "property damage," or "personal and advertising injury" arising out of: SB -300120-C (Ed. 06111) 1. The rendering of, or the failure to render any professional architectural, engineering, or surveying services, including: (a) The preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; and (b) Supervisory, inspection, architectural or engineering activities. 2. "Bodily Injury," "property damage," or "personal and advertising injury" arising out of any premises or work for which the additional insured is specifically listed as an additional insured on another endorsement attached to this Policy. C. The following is added to Paragraph H. of the Businessowners Common Policy Conditions: H. Other Insurance This insurance is excess over any other insurance naming the additional insured as an insured whether primary, excess, contingent or on any other basis unless a written contract or written agreement specifically requires that this insurance be either primary or primary and noncontributing. Page 1 of 1 WAIVRR Or MAMMON BLUE" ]BASIS HOME OFFICE SAN FRANCISCO RRTRCTIVR JULY 1, 2016 AT 12.01 A.K. ALL ER4CTIYE DATES ARE MD RRPIRIW6 JOLT 1, 2017 AT 12.01 A.K. AT 1101 AN PACIFIC STANDARD TIRE OR THE TIME INDICATED AT PACIFIC STANDARD TIME WITTURW RKTRRPRISRS LLC PO BOR 269110 SACAAKRATD, CL 95826 WE HAVE THE RIGHTT TO RECOVER OUR PAYMENTS FROM ANYONE LIABLE FOR AN INJURY COVERED BY THIS POLICY. VE HILL NOT ENFORCE OUR RII$T AGAINST THE PERSON OR ORGANIZATION NAMED IN THE SCHEDULE. THIS AGREMENTI APPLIES ONLY TO THE EXTENT THAT YOU PERFORM BURR ON= A WRITTEN CONTRACT THAT REQUIRES YOU TO OBTAIN THIS AGREE KNI FROM US. THE A1)DITIGNNAL PREffUB FOR THIS ENDORSSTRRT SHALL BE 2.C.0Z OF THE TOTAL POLICY PRENI@I. SCHEDULE PERSON OR ORGANIZATION JOS DESCRIPTION ANY PERSON OR ORGANIZATION BLAMRBT VAIVER OF FOR WHOM THE NAMED INSURED SUBROGATION NAS AGREED BY WRITTEN CONTRACT TO FURNISH THIS NAIVSR RRP A5 9161965-16 BRW n' A-06-29-50 PAGE 1 OF 1 GiMNG Gi THIS 9MRSFAigri DON'TARAM SIV" 61 WLD TO VARY, AL1n1, WAi c OR EXTEND ANY OF THE TEEMS, CONDITIONS, AWKWANIM OR LIMITATIONS OF THIS POLICY Of NSR THAN AS STATER NOTHHND 9LSEWHEN! IN THS POLICY SHALL BE HELD TO VARY, ALTEP, WAIVE OR LIMB THE TMD. CONDITIONS, AGAMM"ITS OR LNffAnORB OF THIS E DOPARNM COLNrERSIOMM AND ISBN AT SAN PAIWCISCO: ��oft AUTHORIZED REPRBNf ES BCIF rom 10217 mW17-7014 JULY 20, 2016 Ar- .w`""" 2572 PWMDBff AND CEO OLD f7P 717