Loading...
HomeMy WebLinkAbout12 - PSA to Provide Emergency Medical and Ambulance Billing ServicesQ SEW Pp�T CITY OF z NEWPORT BEACH c�<,FORN'P City Council Staff Report June 28, 2022 Agenda Item No. 12 TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: Jeff Boyles, Fire Chief - 949-644-3101, jboyles@nbfd.net PREPARED BY: Mary Locey, Administrative Manager, mlocey@nbfd.net PHONE: 949-644-3352 TITLE: Approval of a Professional Services Agreement with Wittman Enterprises, LLC., to Provide Emergency Medical and Ambulance Billing Services /_1 16*1 d:7_T" IF In fiscal year 2020-21, the City of Newport Beach (City) Fire Department responded to slightly over 9,000 calls for emergency medical services and recovered $3.8 million in revenue for the services provided. The cost of providing these services is supported by the City Council adopted user fees included in the City's Master Fee Schedule. Collection of these fees is unlike other City fees as it involves medical insurance billing. The City contracts with a third -party provider to facilitate the billing services. The current consultant contract is expiring. As such, staff conducted a request for proposals (RFP) seeking a consultant to perform these specialized billing services. Staff recommends awarding a five-year contract to the successful bidder, Wittman Enterprises, LLC. (Wittman). RECOMMENDATIONS: a) Determine this action is exempt from the California Environmental Quality Act (CEQA) pursuant to Sections 15060(c)(2) and 15060(c)(3) of the CEQA Guidelines because this action will not result in a physical change to the environment, directly or indirectly; and b) Approve a five-year Professional Services Agreement with Wittman Enterprises, LLC., to provide emergency medical and ambulance billing services at a not to exceed amount of $950,000 for the term of the agreement and authorize the Mayor and City Clerk to execute the agreement. DISCUSSION: Emergency medical services (EMS) fees are the largest revenue source in the Fire Department. Based on call volume and billing trends, the fiscal year 2021-22 projected revenue is $3,721,640. The Fire Department contracts the services for EMS billing as it involves patient confidentiality and compliance with the Health Insurance Portability and Accountability Act (HIPAA), necessitates navigating and filing claims with insurance carriers including MediCare and MediCal, and requires experience and competency with government cost recovery programs such as Ground Emergency Medical Transportation (GEMT). Selection of the most qualified consultant will enable collection of the maximum allowable reimbursement from various insurance payors and maximum cost recovery for the City. 12-1 Approval of a Professional Services Agreement with Wittman Enterprises, LLC., to Provide Emergency Medical and Ambulance Billing Services June 28, 2022 Page 2 Proposal Evaluation and Selection The City's Purchasing Division published Request for Proposal (RFP) No. 22-50 for Emergency Medical and Ambulance Billing services on April 12, 2022; it closed on April 29, 2022. Three proposals were received from the following firms: 1. Cypheron Healthcare Solutions 2. EMS Management and Consultants 3. Wittman Enterprises, LLC. The proposals were forwarded to an evaluation panel consisting of staff from the Fire Department who have expertise in and knowledge of the EMS billing processes. The evaluation panel rated the proposals based on technical factors such as experience, qualifications, understanding of the project, and references. The RFP solicitation emphasized the ability of the consultant to minimize City costs, maximize the use of data and technology, provide excellent client and customer service, and to successfully perform thorough and complete billing services. Two of the three were disqualified for failing to meet the proposal evaluation minimum score to advance to the cost evaluation. The RFP solicitation also provided billing activity projections according to fee type and insurance payor mix so that bidders could provide accurate pricing. Based on the RFP evaluation process, staff recommends Wittman Enterprises LLC, as the most qualified company. Wittman surpassed the other proposers in terms of its experience which includes an extensive California and Orange County client base of fire agencies. Wittman is also the City's current provider of EMS billing services. The firm's diligence in seeking full reimbursement, industry knowledge, outstanding performance history, a large well -trained staff, and its history of providing both the department and community members with excellent customer service are other notable areas of strength. Additionally, as a demonstration of its commitment to the existing business relationship and continued incentive to seek the highest levels of reimbursement for the City, Wittman has proposed a tiered percentage of net collections over the course of the five-year term with the initial year 0.26 percent below the current contracted rate. FISCAL IMPACT: Based on the medical and ambulance services provided over the past five years, from 2016 through 2021, there has been a 23 percent increase in revenue collected and a seven percent increase in ambulance transports. Staff is projecting a two -percent annual increase in revenue during the term of the proposed contract, reaching an estimated $4.1 million in revenue in fiscal year 2026-27. If the revenue trend over the past five years continues, this conservative projection may prove lower than actual experience. In the event that actual revenues exceed the projection, a contract amendment beyond the requested contingency amount may be required. 12-2 Approval of a Professional Services Agreement with Wittman Enterprises, LLC., to Provide Emergency Medical and Ambulance Billing Services June 28, 2022 Page 3 The table below shows the estimated revenue projections, Wittman's percentage of net collections, and an estimated value of the contract for each year. Five -Year Contract Estimations Fiscal Year Estimated Projected Revenue* Net Collections Based Fee Estimated Fee 2022-23 $3,796,072 3.99% $151,463 2023-24 3,871,994 4.25% 164,560 2024-25 3,949,434 4.25% 167,851 2025-26 4,028,423 4.50% 181,279 2026-27 4,108,991 4.50% 184,905 July to Dec. 2027 2,075,040 4.50% 93,377 Estimated Total $943,434 Contingency 6,566 Total Estimated Contract Value $950,000 *Estimated revenue reflects a two -percent year -over -year increase. With the projected increase in revenue, and Wittman's proposed increases to its fees, staff is projecting a not -to -exceed contract amount of $950,000. Staff will request budgetary increases during future budget planning cycles to align with the increases of the contract's five-year term. The current adopted budget includes sufficient funding for this contract. It will be expensed to the Ambulance Billing account in the Fire Department, 01040404-891038. ENVIRONMENTAL REVIEW: Staff recommends the City Council find this action is not subject to the California Environmental Quality Act (CEQA) pursuant to Sections 15060(c)(2) (the activity will not result in a direct or reasonably foreseeable indirect physical change in the environment) and 15060(c)(3) (the activity is not a project as defined in Section 15378) of the CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3, because it has no potential for resulting in physical change to the environment, directly or indirectly. NOTICING: The agenda item has been noticed according to the Brown Act (72 hours in advance of the meeting at which the City Council considers the item). ATTACHMENT: Attachment A — Professional Services Agreement with Wittman Enterprises, LLC. 12-3 ATTACHMENT A PROFESSIONAL SERVICES AGREEMENT WITH WITTMAN ENTERPRISES, LLC. FOR EMERGENCY MEDICAL AND AMBULANCE BILLING SERVICES THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement') is made and entered into as of this 10th day of June, 2022 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and WITTMAN ENTERPRISES, LLC, a California limited liability company ("Contractor"), whose address is 11093 Sun Center Drive, Rancho Cordova, California 95670, and is made with reference to the following: RECITALS A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. City desires to engage Contractor to provide emergency medical and ambulance billing services ("Project'). C. Contractor possesses the skill, experience, ability, background, certification and knowledge to provide the professional services described in this Agreement. D. City has solicited and received a proposal from Contractor, has reviewed the previous experience and evaluated the expertise of Contractor, and desires to retain Contractor to render professional services under the terms and conditions set forth in this Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM The term of this Agreement shall commence on the Effective Date, and shall terminate on December 31, 2027, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED Contractor shall diligently perform all the services described in the Scope of Services attached hereto as Exhibit A and incorporated herein by reference ("Services" or "Work"). City may elect to delete certain Services within the Scope of Services at its sole discretion. 3. TIME OF PERFORMANCE 3.1 Time is of the essence in the performance of Services under this Agreement and Contractor shall perform the Services in accordance with the schedule included in Exhibit A. In the absence of a specific schedule, the Services shall be performed to 12-4 completion in a diligent and timely manner. The failure by Contractor to strictly adhere to the schedule set forth in Exhibit A, if any, or perform the Services in a diligent and timely manner may result in termination of this Agreement by City. 3.2 Notwithstanding the foregoing, Contractor shall not be responsible for delays due to causes beyond Contractor's reasonable control. However, in the case of any such delay in the Services to be provided for the Project, each party hereby agrees to provide notice within two (2) calendar days of the occurrence causing the delay to the other party so that all delays can be addressed. 3.3 Contractor shall submit all requests for extensions of time for performance in writing to the Project Administrator as defined herein not later than ten (10) calendar days after the start of the condition that purportedly causes a delay. The Project Administrator shall review 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 hand -delivery or mail. 4. COMPENSATION TO CONTRACTOR 4.1 City shall pay Contractor for the Services on a time and expense not -to - exceed basis in accordance with the provisions of this Section and the Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein by reference. Contractor's compensation for all Work performed in accordance with this Agreement, including all reimbursable items and subcontractor fees, shall not exceed Nine Hundred Fifty Thousand Dollars and 00/100 ($950,000.00), without prior written authorization from City. No billing rate changes shall be made during the term of this Agreement without the prior written approval of City. 4.2 Contractor shall submit monthly invoices to City describing the Work performed the preceding month. Contractor's bills shall include the name of the person who performed the Work, a brief description of the Services performed and/or the specific task in the Scope of Services to which it relates, the date the Services were performed, the number of hours spent on all Work billed on an hourly basis, and a description of any reimbursable expenditures. City shall pay Contractor no later than thirty (30) calendar days after approval of the monthly invoice by City staff. 4.3 City shall reimburse Contractor only for those costs or expenses specifically identified in Exhibit B to this Agreement or specifically approved in writing in advance by City. 4.4 Contractor shall not receive any compensation for Extra Work performed without the prior written authorization of City. As used herein, "Extra Work" means any Work that is determined by City to be necessary for the proper completion of the Project, but which is not included within the Scope of Services and which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Wittman Enterprises, LLC Page 2 12-5 Compensation for any authorized Extra Work shall be paid in accordance with the Schedule of Billing Rates as set forth in Exhibit B. 5. PROJECT MANAGER 5.1 Contractor shall designate a Project Manager, who shall coordinate all phases of the Project. This Project Manager shall be available to City at all reasonable times during the Agreement term. Contractor has designated Russ Harms to be its Project Manager. Contractor shall not remove or reassign the Project Manager or any personnel listed in Exhibit A or assign any new or replacement personnel to the Project without the prior written consent of City. City's approval shall not be unreasonably withheld with respect to the removal or assignment of non -key personnel. 5.2 Contractor, at the sole discretion of City, shall remove from the Project any of its personnel assigned to the performance of Services upon written request of City. Contractor warrants that it will continuously furnish the necessary personnel to complete the Project on a timely basis as contemplated by this Agreement. 5.3 If Contractor is performing inspection services for City, the Project Manager and any other assigned staff shall be equipped with a cellular phone to communicate with City staff. The Project Manager's cellular phone number shall be provided to City. 6. ADMINISTRATION This Agreement will be administered by the Fire Department. City's Administrative Manager or designee shall be the Project Administrator and shall have the authority to act for City under this Agreement. The Project Administrator shall represent City in all matters pertaining to the Services to be rendered pursuant to this Agreement. 7. CITY'S RESPONSIBILITIES To assist Contractor in the execution of its responsibilities under this Agreement, City agrees to provide access to and upon request of Contractor, one copy of all existing relevant information on file at City. City will provide all such materials in a timely manner so as not to cause delays in Contractor's Work schedule. 8. STANDARD OF CARE 8.1 All of the Services shall be performed by Contractor or under Contractor's supervision. Contractor represents that it possesses the professional and technical personnel required to perform the Services required by this Agreement, and that it will perform all Services in a manner commensurate with community professional standards and with the ordinary degree of skill and care that would be used by other reasonably competent practitioners of the same discipline under similar circumstances. All Services shall be performed by qualified and experienced personnel who are not employed by City. By delivery of completed Work, Contractor certifies that the Work conforms to the requirements of this Agreement, all applicable federal, state and local laws, and legally recognized professional standards. Wittman Enterprises, LLC Page 3 12-6 8.2 Contractor represents and warrants to City that it has, shall obtain, and shall keep in full force and effect during the term hereof, at its sole cost and expense, all licenses, permits, qualifications, insurance and approvals of whatsoever nature that is legally required of Contractor to practice its profession. Contractor shall maintain a City of Newport Beach business license during the term of this Agreement. 8.3 Contractor shall not be responsible for delay, nor shall Contractor be responsible for damages or be in default or deemed to be in default by reason of strikes, lockouts, accidents, acts of God, or the failure of City to furnish timely information or to approve or disapprove Contractor's Work promptly, or delay or faulty performance by City, contractors, or governmental agencies. 9. HOLD HARMLESS 9.1 To the fullest extent permitted by law, Contractor shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents, volunteers and employees (collectively, the "Indemnified Parties") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorneys' fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims"), which may arise from or in any manner relate (directly or indirectly) to any breach of the terms and conditions of this Agreement, any Work performed or Services provided under this Agreement including, without limitation, defects in workmanship or materials or Contractor's presence or activities conducted on the Project (including the negligent, reckless, and/or willful acts, errors and/or omissions of Contractor, its principals, officers, agents, employees, vendors, suppliers, contractors, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable, or any or all of them). 9.2 Notwithstanding the foregoing, nothing herein shall be construed to require Contractor to indemnify the Indemnified Parties from any Claim arising from the sole negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorneys' fees in any action on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Contractor. 10. INDEPENDENT CONTRACTOR It is understood that City retains Contractor on an independent contractor basis and Contractor is not an agent or employee of City. The manner and means of conducting the Work are under the control of Contractor, except to the extent they are limited by statute, rule or regulation and the expressed terms of this Agreement. No civil service status or other right of employment shall accrue to Contractor or its employees. Nothing in this Agreement shall be deemed to constitute approval for Contractor or any of Contractor's employees or agents, to be the agents or employees of City. Contractor Wittman Enterprises, LLC Page 4 12-7 shall have the responsibility for and control over the means of performing the Work, provided that Contractor is in compliance with the terms of this Agreement. Anything in this Agreement that may appear to give City the right to direct Contractor as to the details of the performance of the Work or to exercise a measure of control over Contractor shall mean only that Contractor shall follow the desires of City with respect to the results of the Services. 11. COOPERATION Contractor agrees to work closely and cooperate fully with City's designated Project Administrator and any other agencies that may have jurisdiction or interest in the Work to be performed. City agrees to cooperate with the Contractor on the Project. 12. CITY POLICY Contractor shall discuss and review all matters relating to policy and Project direction with City's Project Administrator in advance of all critical decision points in order to ensure the Project proceeds in a manner consistent with City goals and policies. 13. PROGRESS Contractor is responsible for keeping the Project Administrator informed on a regular basis regarding the status and progress of the Project, activities performed and planned, and any meetings that have been scheduled or are desired. 14. INSURANCE Without limiting Contractor's indemnification of City, and prior to commencement of Work, Contractor shall obtain, provide and maintain at its own expense during the term of this Agreement or for other periods as specified in this Agreement, policies of insurance of the type, amounts, terms and conditions described in the Insurance Requirements attached hereto as Exhibit C, and incorporated herein by reference. 15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS Except as specifically authorized under this Agreement, the Services to be provided under this Agreement shall not be assigned, transferred contracted or subcontracted out without the prior written approval of City. Any of the following shall be construed as an assignment: The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Contractor, or of the interest of any general partner or joint venturer or syndicate member or cotenant if Contractor is a partnership or joint -venture or syndicate or co -tenancy, which shall result in changing the control of Contractor. Control means fifty percent (50%) or more of the voting power or twenty-five percent (25%) or more of the assets of the corporation, partnership or joint -venture. Wittman Enterprises, LLC Page 5 12-8 16. SUBCONTRACTING The subcontractors authorized by City, if any, to perform Work on this Project are identified in Exhibit A. Contractor shall be fully responsible to City for all acts and omissions of any subcontractor. Nothing in this Agreement shall create any contractual relationship between City and any subcontractor nor shall it create any obligation on the part of City to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise required by law. City is an intended beneficiary of any Work performed by the subcontractor for purposes of establishing a duty of care between the subcontractor and City. Except as specifically authorized herein, the Services to be provided under this Agreement shall not be otherwise assigned, transferred, contracted or subcontracted out without the prior written approval of City. 17. OWNERSHIP OF DOCUMENTS 17.1 Each and every report, draft, map, record, plan, document and other writing produced, including but not limited to, websites, blogs, social media accounts and applications (hereinafter "Documents"), prepared or caused to be prepared by Contractor, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Contractor or any other party. Additionally, all material posted in cyberspace by Contractor, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Contractor or any other party. Contractor shall, at Contractor's expense, provide such Documents, including all logins and password information to City upon prior written request. 17.2 Documents, including drawings and specifications, prepared by Contractor pursuant to this Agreement are not intended or represented to be suitable for reuse by City or others on any other project. Any use of completed Documents for other projects and any use of incomplete Documents without specific written authorization from Contractor will be at City's sole risk and without liability to Contractor. Further, any and all liability arising out of changes made to Contractor's deliverables under this Agreement by City or persons other than Contractor is waived against Contractor, and City assumes full responsibility for such changes unless City has given Contractor prior notice and has received from Contractor written consent for such changes. 17.3 All written documents shall be transmitted to City in formats compatible with Microsoft Office and/or viewable with Adobe Acrobat. 18. CONFIDENTIALITY All Documents, including drafts, preliminary drawings or plans, notes and communications that result from the Services in this Agreement, shall be kept confidential unless City expressly authorizes in writing the release of information. Wittman Enterprises, LLC Page 6 12-9 19. INTELLECTUAL PROPERTY INDEMNITY Contractor shall defend and indemnify City, its agents, officers, representatives and employees against any and all liability, including costs, for infringement or alleged infringement of any United States' letters patent, trademark, or copyright, including costs, contained in Contractor's Documents provided under this Agreement. 20. RECORDS Contractor shall keep records and invoices in connection with the Services to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any Services, expenditures and disbursements charged to City, for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor shall allow a representative of City to examine, audit and make transcripts or copies of such records and invoices during regular business hours. Contractor shall allow inspection of all Work, data, Documents, proceedings and activities related to the Agreement for a period of three (3) years from the date of final payment to Contractor under this Agreement. 21. WITHHOLDINGS City may withhold payment to Contractor of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. Contractor shall not discontinue Work as a result of such withholding. Contractor shall have an immediate right to appeal to the City Manager or designee with respect to such disputed sums. Contractor shall be entitled to receive interest on any withheld sums at the rate of return that City earned on its investments during the time period, from the date of withholding of any amounts found to have been improperly withheld. 22. ERRORS AND OMISSIONS In the event of errors or omissions that are due to the negligence or professional inexperience of Contractor which result in expense to City greater than what would have resulted if there were not errors or omissions in the Work accomplished by Contractor, the additional design, construction and/or restoration expense shall be borne by Contractor. Nothing in this Section is intended to limit City's rights under the law or any other sections of this Agreement. 23. CITY'S RIGHT TO EMPLOY OTHER CONTRACTORS City reserves the right to employ other Contractors in connection with the Project. Wittman Enterprises, LLC Page 7 12-10 24. CONFLICTS OF INTEREST 24.1 Contractor or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act") and/or Government Code §§ 1090 et sea., which (1) require such persons to disclose any financial interest that may foreseeably be materially affected by the Work performed under this Agreement, and (2) prohibit such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. 24.2 If subject to the Act and/or Government Code §§ 1090 et seg., Contractor shall conform to all requirements therein. Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by City. Contractor shall indemnify and hold harmless City for any and all claims for damages resulting from Contractor's violation of this Section. 25. NOTICES 25.1 All notices, demands, requests or approvals, including any change in mailing address, to be given under the terms of this Agreement shall be given in writing, and conclusively shall be deemed served when delivered personally, or on the third business day after the deposit thereof in the United States mail, postage prepaid, first- class mail, addressed as hereinafter provided. 25.2 All notices, demands, requests or approvals from Contractor to City shall be addressed to City at: Attn: Administrative Manager Fire Department City of Newport Beach 100 Civic Center Drive PO Box 1768 Newport Beach, CA 92658 25.3 All notices, demands, requests or approvals from City to Contractor shall be addressed to Contractor at- Attn: Russ Harms, Executive Director of Business Development Wittman Enterprises, LLC 11093 Sun Center Drive Rancho Cordova, CA 95670 26. CLAIMS Unless a shorter time is specified elsewhere in this Agreement, before making its final request for payment under this Agreement, Contractor shall submit to City, in writing, all claims for compensation under or arising out of this Agreement. Contractor's acceptance of the final payment shall constitute a waiver of all claims for compensation under or arising out of this Agreement except those previously made in writing and Wittman Enterprises, LLC Page 8 12-11 identified by Contractor in writing as unsettled at the time of its final request for payment. Contractor and City expressly agree that in addition to any claims filing requirements set forth in the Agreement, Contractor shall be required to file any claim Contractor may have against City in strict conformance with the Government Claims Act (Government Code sections 900 et seq.). 27. TERMINATION 27.1 In the event that either party fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, that party shall be deemed in default in the performance of this Agreement. If such default is not cured within a period of two (2) calendar days, or if more than two (2) calendar days are reasonably required to cure the default and the defaulting party fails to give adequate assurance of due performance within two (2) calendar days after receipt of written notice of default, specifying the nature of such default and the steps necessary to cure such default, and thereafter diligently take steps to cure the default, the non -defaulting party may terminate the Agreement forthwith by giving to the defaulting party written notice thereof. 27.2 Notwithstanding the above provisions, City shall have the right, at its sole and absolute discretion and without cause, of terminating this Agreement at any time by giving no less than seven (7) calendar days' prior written notice to Contractor. In the event of termination under this Section, City shall pay Contractor for Services satisfactorily performed and costs incurred up to the effective date of termination for which Contractor has not been previously paid. On the effective date of termination, Contractor shall deliver to City all reports, Documents and other information developed or accumulated in the performance of this Agreement, whether in draft or final form. 28. STANDARD PROVISIONS 28.1 Recitals. City and Contractor acknowledge that the above Recitals are true and correct and are hereby incorporated by reference into this Agreement. 28.2 Compliance with all Laws. Contractor shall, at its own cost and expense, comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. In addition, all Work prepared by Contractor shall conform to applicable City, county, state and federal laws, rules, regulations and permit requirements and be subject to approval of the Project Administrator and City. 28.3 Waiver. A waiver by either party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character. 28.4 Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. Wittman Enterprises, LLC Page 9 12-12 28.5 Conflicts or Inconsistencies. In the event there are any conflicts or inconsistencies between this Agreement and the Scope of Services or any other attachments attached hereto, the terms of this Agreement shall govern. 28.6 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of the Agreement or any other rule of construction which might otherwise apply. 28.7 Amendments. This Agreement may be modified or amended only by a written document executed by both Contractor and City and approved as to form by the City Attorney. 28.8 Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 28.9 Controlling Law and Venue. The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange, State of California. 28.10 Equal Opportunity Employment. Contractor represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because race, religious creed, color, national origin, ancestry, physical handicap, medical condition, marital status, sex, sexual orientation, age or any other impermissible basis under law. 28.11 No Attorneys' Fees. In the event of any dispute or legal action arising under this Agreement, the prevailing party shall not be entitled to attorneys' fees. 28.12 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which together shall constitute one (1) and the same instrument. [SIGNATURES ON NEXT PAGE] Wittman Enterprises, LLC Page 10 12-13 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 Date: 4 1/40002 By: �f��e 91.0Z ry-e — Aaron C. Harp 51 2� City Attorney ATTEST: Date: CITY OF NEWPORT BEACH, a California municipal corporation Date: By: Kevin Muldoon Mayor CONTRACTOR: Wittman Enterprises, LLC, a California limited liability company Date: By: Leilani I. Brown Corinne Wittman -Wong City Clerk Chief Executive Officer Date: By: Walter Imboden President and Chief Financial Officer [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates Exhibit C. — Insurance Requirements Wittman Enterprises, LLC Page 11 12-14 EXHIBIT A WITTMAN ENTERPRISES, LLC SCOPE OF SERVICES 1) Contractor shall provide all functions of the billing process including preparing, invoicing, categorizing, recording, monitoring, supervising, and managing the emergency medical and ambulance transportation billing. The contract rate shall cover all costs of processing including postage, data mailers, telephone costs, etc. 2) The City will work cooperatively with the Contractor to collect signatures at the time of patient contact but the final responsibility to obtain patient signatures will rest with the Contractor. 3) Contractor shall provide excellent customer service to City of Newport Beach patients who have billing questions or problems, by providing a toll -free phone number and an email address, so individuals requiring assistance with invoices may contact the company directly. 4) Contractor shall provide customer service representatives that are available at a minimum from 8:00 a.m. to 4:30 p.m., Pacific Time, Monday through Friday, excluding major holidays. Contractor shall provide a toll free 800 telephone number for billing inquiries. Language translation service for other language needs of patients or their representatives shall be available. Contractor shall make outgoing contacts with City accounts identifying themselves as "Ambulance Billing Services for the City of Newport Beach Paramedic Services" and shall identify themselves when receiving incoming calls as "Ambulance Billing Services." Contractor shall provide the flexibility and customer support care needed for the City's accounts by providing an adequate number of personnel to respond in a timely manner. 5) Contractor shall provide a liaison to the City. This individual shall be a full—time employee of the Contractor, have an extensive knowledge of EMS billing practices, as well as an understanding of EMS industry standard practices, and decision - making authority for problem resolution. This liaison shall be available during regular business hours and have an alternate contact available in his/her absence. The liaison shall provide overall management and coordination of the contract on the Contractor's behalf and have access to the needed technical assistance at all times. 6) Contractor shall demonstrate the ability to evaluate individual ePCRs, with specific direction provided by City, which may be unpredictable and cannot be automated for routine handling due to the variance of information and patient care and needs. Wittman Enterprises, LLC Page A-1 12-15 7) Contractor shall research and follow up on all accounts with inadequate billing information to include: o Contact administration for missing and/or incomplete information in the ePCRs. o Contact receiving hospital for missing and/or incomplete billing information needed from the admitting/registration records. o Contact patient family members or emergency contacts for information. o Refer to zip code/street directions for incomplete/missing address information. o Make inquiries to the patient via mail, phone, or similar means. 8) Contractor shall aid City in program and fee studies by providing data, industry standards, revenue projections, etc. as requested by City. 9) Contractor shall aid and reporting for cost reimbursement programs including Ground Emergency Medical Transport (GEMT); Ground Emergency Medical Transport Quality Assurance Fee (GEMT QAF); Medi-Cal Rate Range Intergovernmental Transport (IGT); or other programs aimed at recovering service costs for the City. 10) Contractor shall be willing to provide support and assistance in pilot studies at the direction of the City. 11) Contractor shall recognize the City's paramedic subscription (membership) program and ensure that the Contractor's employees who speak with the City's patients are knowledgeable about the program. Contractor shall ensure that the billing process is handled appropriately for eligible members within the membership program policies. All memberships will be provided on a monthly basis and shall be verified in the Contractors' database. If a patient's eligibility is questioned, Contractor shall email the Fire Department for verification. If a patient becomes interested in obtaining a paramedic subscription membership, the Contractor will provide the patient with the appropriate City contact to apply for a subscription membership. 12) Contractor shall be responsible for mailing the City's Customer Satisfaction Survey, provided by the City, in the manner prescribed by the City. The survey contents may be modified at any time during the contract at the discretion of the City. Contractor shall provide information regarding the level of services that they are willing to provide in this area. 13) Contractor shall provide all software and hardware associated with the billing and receivables process. Contractor shall be able to accurately transfer all necessary information from the City's Image Trend database, based on the information provided by the ePCR, and obtain any additional information needed that is not included in the ePCR, for proper and correct patient billing. Proposers shall work with the City and the City's ePCR vendor to identify data input gaps, errors, or other data needs, and describe a means of obtaining solutions to these problems. Wittman Enterprises, LLC Page A-2 12-16 Proposers shall provide a complete package describing billing and collections, follow-up, account posting, and accounts receivable reconciliation, and reporting services. 14) Contractor shall maintain a secure file transfer protocol (FTP) platform to send and receive account data and information when necessary. Contractor shall maintain the FTP platform during the entire term of the contract and ensure any files are properly retrieved by City prior to closing the FTP site. 15) Contractor shall maintain updated and current technology that will continuously provide the highest level of reimbursement and customer service possible. 16) For all accounts assigned to the Contractor, all customer contact, including notices, mailing, itemizations, small claims, bankruptcy filings, and miscellaneous requests and inquiries, is the sole responsibility of the Contractor. Contractor will be fully responsible for maintaining accurate records of all correspondence including calls and emails, documents, accounting records, transactions, and other relative evidence for a period of seven (7) years. Contractor will also be solely responsible for any and all costs incurred in and associated with the accounts referred to them by the City. All records shall be made available to the City upon request. 17) Contractor shall maintain records that are in accordance with generally accepted accounting principles (GAAP). Contractor agrees that all account files are the property of the City and will relinquish them to the City at the termination of the contract. 18) Contractor shall provide electronic claims processing and filings whenever possible for the various claim types including Medicare, Medi-Cal, commercial insurances, workers' compensation, and private insurance. Contractor shall process filings and denials for all insurances according to defined timelines. Contractor shall provide information on its capabilities in these areas, particularly in relationship to paramedic and emergency ambulance billing. 19) Contractor shall provide the City with electronic access to the billing records. Contractor shall possess and demonstrate they have the necessary expertise, experience, and qualifications to provide these types of services. The City wishes to create efficiencies and make improvements wherever possible, and take advantage of new technologies. 20) The software and hardware of the billing system shall ensure complete and uninterrupted back-up with a data recovery system should a disaster occur. Contractor shall provide information on its data recovery plan. 21) Contractor shall provide the detailed steps that will be taken once an ePCR is received from the City, including the number of contacts and procedures for correct invoicing and to secure payment for the service. This shall include research methods of patients' ability to pay, and efforts to locate and correct any incorrect Wittman Enterprises, LLC Page A-3 12-17 or incomplete information. Contractor to provide time frames for completing each step in the process. The following represents the City's current billing schedule: 1) Initial Invoice: 2) Statement: 3) Past Due Statement: 4) Final Demand: 5) Delinquent Claim: 6) Receipts Processing: Three (3) business days of receipt of an ePCR 30 days of receipt of ePCR 20 days 10 days 45 days; by telephone One (1) business day of receipt 22) Contractor shall be responsible for obtaining demographic and insurance information from receiving hospitals. Contractor shall detail the process for obtaining and electronically securing this information. 23) Contractor shall describe their audit process. Contractor shall be responsible for ensuring that records are not missing, minimum content criteria is present, fee schedules are accurate and applied correctly, billing codes are appropriate, and itemized charges are captured. 24) Contractor shall provide all monthly finance, billing, receivables, and aging reports including but not limited to monthly ticket survey, daily cash receipts journal, monthly receivables aging report by payor mix, monthly status of all accounts by payor mix, revenue report by payor mix, charge summary by type of service provided and general supply category used. Contractor shall also provide a monthly summary of Customer Satisfaction Survey results. Reports may be modified periodically on specific issues or needs that arise, and new reports not specifically identified in this RFQ may be requested that would be useful to the City, such as revenue trend analysis or revenue forecasting. Contractor to provide sample copies of these types of reports the City could expect to receive. 25) Contractor shall provide a monthly reconciliation of the data received from the NBFD ePCRs with the amount billed to customers, explaining differences, if any. Required information on the Contractor's deposit report and monthly reports includes the incident number, date of service, invoice number, insurance information, amount billed, total payments received, and balance. 26) Contractor shall provide quarterly analysis identifying at a minimum the percent of collections, timelines from billing to receiving payment, number and types of complaints and other data deemed necessary for business planning and future analysis. 27) Contractor shall process requests for refunds and/or hardships and associated back-up documentation per the City's policy. Upon receiving requests and necessary documents, Contract shall forward to the City in a timely manner for City's review and action. Contractor shall then implement City's approved action of payment plans, fee reductions, and/or fee waivers. Wittman Enterprises, LLC Page A-4 12-18 28) Contractor shall provide a monthly invoice to the City that clearly notes the date range of service and reflects the gross collections, refunds, net collections, and the Contractor's fee for the service period. 29) Contractor shall provide user access to its system wherein the City can run weekly, detail and summary financial reports in Excel or similar format. The reports shall contain, at a minimum, the following information: amount billed, amount collected, amount refunded, amount sent to collection, and amount written off. If such access is not possible, then the Contractor shall deliver reports containing the specified information to the City on an as needed basis. 30) Contractor shall have the ability to handle third party payor submission inquiries regarding insurance claims. 31) Contractor shall have the ability to cross reference patient files in various methods (i.e., last name, social security number, service or residence address, date of birth, date of service, etc.). 32) Contractor shall forward all unresolved complaints and billing disputes to the City for review and determination. Contractor shall adhere to the City's policy for handling account hardship issues, liens, and attorney settlement requests, including but not limited to minimal monthly payment plans, credit card transactions, write -downs, and write-offs. 33) Contractor shall provide its procedures in handling delinquent accounts before referring the accounts to the City for bad debt collection. Contractor shall provide a weekly report of all recommended accounts, with detailed notes on the servicing of each account. Contractor shall reconcile any account upon the City's request and prior to that month's closing. Contractor shall reconcile accounts from the bad debt collection agency upon the City's request. 34) Contractor shall be able to electronically transmit delinquent accounts to the City's debt collection agency, currently Professional Credit Services. 35) Contractor shall send a lien to an attorney that may be handling a personal injury case for a patient. The Contractor shall have a process to follow up on the status of these lien accounts. The Contractor shall also immediately notify the City via email whenever it is made aware that there is possible legal action being taken against the City of Newport Beach and/or the Newport Beach Fire Department and/or any of its employees acting in the scope of their employment. 36) Contractor shall not assign or subcontract any portion of this agreement or transfer, assign or outsource any claim, pursuant to this contract, without the written consent of the City. Contractor shall not enter into any third -party agreements with clearinghouses, insurance companies or any other arrangement that results in a reduction of reimbursement without the written approval of the City. Wittman Enterprises, LLC Page A-5 12-19 37) The City reserves the right to terminate the contract at any time by providing a thirty -day written notice for convenience or cause. In the event of contract termination or the bankruptcy/dissolution of the Contractor, all accounts and documentation relating to City accounts shall be returned to the City, regardless of status or payment arrangements made with consumers. 38) Contractor shall exercise its best ethical, prudent, lawful, and professional efforts to secure payments on all accounts referred by the City. Collection activities shall comply with all federal, state, and local laws, including but not limited to the Federal Fair Debt Collection Practices Act. 39) Contractor shall meet with City staff upon execution of contract to discuss goals of the relationship, the services to be provided, and other topics relevant to the billing process. Contractor shall meet with City staff on an annual basis (or as needed if issues arise) to discuss all services and how the Contractor and City can work together to further collections. 40) Contractor will provide updates to the City on changes in federal and state laws and regulations and shall liaise with State and Federal agencies on behalf of the City. 41) Contractor shall have the ability to effect collections in all 50 states. Contractor shall explain their experience with California insurance laws, agencies and with various health insurance carriers and health maintenance organizations (HMOs). Contractor will remain current in insurance regulations and inform the City if its current practices need to be modified to adhere to maximize reimbursement. 42) Contractor will process all customer payments in accordance with applicable Payment Card Industry (PCI) security requirements. 43) Contractor shall guarantee the confidentiality, security and safety of all files, documents and information provided by the City, except as to disclosure required by federal and state laws and regulations. Contract will comply with all federal, state, and local statutes and regulations regarding protected health information, including the Health Insurance and Portability and Accountability Act of 1996 (HIPAA), and shall enter into a HIPAA Business Associate Agreement with the City if selected. Contractor shall maintain HIPAA compliant throughout the term of the contract. 44) Contractor shall comply with all federal and state regulations and applicable State Medi-Cal regulations regarding claim submittal and processing in its entirety. Contractor will remain current in the regulations and inform the City if its current practices need to be modified to adhere to all regulatory matters. Wittman Enterprises, LLC Page A-6 12-20 EXHIBIT B SCHEDULE OF BILLING RATES Emergency Medical and Ambulance Billing and Collection Services 3.99% of net collections Year 1 4.25% of net collections Years 2-3 4.50% of net collections Years 4-5 Wittman Enterprises, LLC Page B-1 12-21 EXHIBIT C INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES 1. Provision of Insurance. Without limiting Contractor's indemnification of City, and prior to commencement of Work, Contractor shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. Contractor agrees to provide insurance in accordance with requirements set forth here. If Contractor uses existing coverage to comply and that coverage does not meet these requirements, Contractor agrees to amend, supplement or endorse the existing coverage. 2. Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. 3. Coverage Requirements. A. Workers' Compensation Insurance. Contractor shall maintain Workers' Compensation Insurance, statutory limits, and Employer's Liability Insurance with limits of at least one million dollars ($1,000,000) each accident for bodily injury by accident and each employee for bodily injury by disease in accordance with the laws of the State of California, Section 3700 of the Labor Code. Contractor shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its City Council, boards and commissions, officers, agents, volunteers and employees. B. General Liability Insurance. Contractor shall maintain commercial general liability insurance, and if necessary umbrella liability insurance, with coverage at least as broad as provided by Insurance Services Office form CG 00 01, in an amount not less than one million dollars ($1,000,000) per occurrence, two million dollars ($2,000,000) general aggregate. The policy shall cover liability arising from premises, operations, personal and advertising injury, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract). C. Automobile Liability Insurance. Contractor shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of Contractor arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non -owned or rented vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit each accident. Wittman Enterprises, LLC Page C-1 12-22 D. Professional Liability (Errors & Omissions) Insurance. Contractor shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of one million dollars ($1,000,000) per claim and two million dollars ($2,000,000) in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the Effective Date of this Agreement and Contractor agrees to maintain continuous coverage through a period no less than three years after completion of the Services required by this Agreement. 4. Other Insurance Requirements. The policies are to contain, or be endorsed to contain, the following provisions: A. Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against City, its City Council, boards and commissions, officers, agents, volunteers and employees or shall specifically allow Contractor or others providing insurance evidence in compliance with these requirements to waive their right of recovery prior to a loss. Contractor hereby waives its own right of recovery against City, and shall require similar written express waivers from each of its subcontractors. B. Additional Insured Status. All liability policies including general liability, excess liability, pollution liability, and 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 and employees shall be included as insureds under such policies. C. Primary and Non Contributory_. All liability coverage shall apply on a primary basis and shall not require contribution from any insurance or self-insurance maintained by City. D. Notice of Cancellation. All policies shall provide City with thirty (30) calendar days' notice of cancellation (except for nonpayment for which ten (10) calendar days' notice is required) or nonrenewal of coverage for each required coverage. 5. Additional Agreements Between the Parties. The parties hereby agree to the following: A. Evidence of Insurance. Contractor shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation and other endorsements as specified herein for each coverage. Insurance certificates and endorsement must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least Wittman Enterprises, LLC Page C-2 12-23 fifteen (15) days prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or reduced, Contractor shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies. City reserves the right to require complete, certified copies of all required insurance policies, at any time. B. 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 Contractor sixty (60) calendar days' advance written notice of such change. If such change results in substantial additional cost to Contractor, City and Contractor may renegotiate Contractor's compensation. C. Right to Review Subcontracts. Contractor agrees that upon request, all agreements with subcontractors or others with whom Contractor enters into contracts with on behalf of City will be submitted to City for review. Failure of City to request copies of such agreements will not impose any liability on City, or its employees. Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from subcontractors. For CGL coverage, subcontractors shall provide coverage with a format at least as broad as CG 20 38 04 13. D. Enforcement of Agreement Provisions. Contractor acknowledges and agrees that any actual or alleged failure on the part of City to inform Contractor of non-compliance with any requirement imposes no additional obligations on City nor does it waive any rights hereunder. E. Requirements not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Contractor maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. F. Self -insured Retentions. Any self -insured retentions must be declared to and approved by City. City reserves the right to require that self -insured retentions be eliminated, lowered, or replaced by a deductible. Self - Wittman Enterprises, LLC Page C-3 12-24 insurance will not be considered to comply with these requirements unless approved by City. G. City Remedies for Non -Compliance. If Contractor or any subcontractor fails to provide and maintain insurance as required herein, then City shall have the right but not the obligation, to purchase such insurance, to terminate this Agreement, or to suspend Contractor's right to proceed until proper evidence of insurance is provided. Any amounts paid by City shall, at City's sole option, be deducted from amounts payable to Contractor or reimbursed by Contractor upon demand. H. Timely Notice of Claims. Contractor shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Contractor's performance under this Agreement, and that involve or may involve coverage under any of the required liability policies. City assumes no obligation or liability by such notice, but has the right {but not the duty} to monitor the handling of any such claim or claims if they are likely to involve City. Contractor's Insurance. Contractor shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Work. Wittman Enterprises, LLC Page C-4 12-25