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28 OFFICE OF THE CITY ATTORNEY
CITY OF ANAHEIM
200 S. ANAHEIM BOULEVARD, SUITE 356
ANAHEIM, CA 92805
(714) 765-5169
FAX (714) 765-5123
A G R E E M E N T
THIS AGREEMENT (“Agreement”), dated for purposes of identification only this _____ day of __________, 2025, is made and entered into by and between the CITY OF ANAHEIM, a municipal corporation,
hereinafter referred to as "ANAHEIM",
A
N
D
WITTMAN ENTERPRISES, LLC, a California limited
liability company, hereinafter referred to as
"CONSULTANT".
ANAHEIM and CONSULTANT are someti mes individually referred to herein as “Party” and collectively as “Parties.”
W I T N E S S E T H:
WHEREAS, ANAHEIM 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 of Anaheim; and
WHEREAS, ANAHEIM desires to engage CONSULTANT to provide billing and cost recovery services for the ambulance transportation and other Emergency Medical Services provided by the Anaheim Fire & Rescue, as more fully described herein (the “Project”); and WHEREAS, CONSULTANT possesses the skill, experience, ability, background, certification and knowledge to provide the services for consulting services for this Project as described in this Agreement; and
WHEREAS, ANAHEIM 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, FOR AND IN CONSIDERATION OF THE MUTUAL
PROMISES, COVENANTS AN D CONDITIO NS HEREI N CONTAINED , TH E PARTIES
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28 OFFICE OF THE CITY ATTORNEY
CITY OF ANAHEIM
200 S. ANAHEIM BOULEVARD, SUITE 356
ANAHEIM, CA 92805
(714) 765-5169
FAX (714) 765-5123
HERETO AGREE AS FOLLOWS:
1. SERVICES TO BE PROVIDED BY CONSULTANT
In compliance with all of the terms and conditions of this Agree ment, CONSULTANT shall provide to ANAHEIM all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional consulting services necessary for the Project as further described in CO NSULTANT's Proposal dated March 5, 2025 ("Proposal"), attached hereto as Exhibit “A” and incorporated herein by this reference (“Services” and/or "Scope of Services") . ANAHEIM may elect to delete certain tasks of the Scope of Services at its sole discretion.
2. TERM
The term of this Agreement shall commence on the date this Agreement is executed by ANAHEM and shall terminate five (5) years thereafter, unless sooner terminate d as provided herein ("Term").
3. TIME OF PERFORMANCE
3.1 Time is of th e essence in the performance of this Agreement and the Services shall be performed to completion in a diligent and timely manner. The failur e by CONSULTANT to perform the S ervices in a diligent and timely manner may result in termination of this Agreement by ANAHEIM.
3.2 The time period(s) specified for performance of the Services rendered , pursuant to this Agreement, shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of CONSULTANT, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, pestilence, and other natural catastrophes, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, civil disturbance or disobedience, labor dispute, labor or material shortage, sabotage, government priorities, restraint by court order or public authority and action or non -action by or inability to obtain the necessary authorizat ion or approvals from any governmental agency or authority, and/or acts of any governmental agency, including ANAHEIM, which by the exercise of due diligence such Party could not reasonably have been
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28 OFFICE OF THE CITY ATTORNEY
CITY OF ANAHEIM
200 S. ANAHEIM BOULEVARD, SUITE 356
ANAHEIM, CA 92805
(714) 765-5169
FAX (714) 765-5123
expected to avoid and which by exercise of due diligence has been unable to overcome, if CONSULTANT shall within ten (10) days of the commencement of such delay notify the Project Administrator in writing of the causes of the delay. The Project Administrator shall ascertain the facts and the extent of delay, a nd may extend the time for performing the Services for the period of the enforced delay if , in the judgment of the Project Administrator , such delay is justified.
The Project Administrator’s determination shall be final and conclusive upon the Parties to this Agreement. In the event of delay, however caused, CONSULTANT’s sole remedy shall be an extension of the Agreement, pursuant to this Section, and CONSULTANT shall not be entitled to recover damages against ANAHEIM.
4. COMPENSATION
4.1 ANAHEIM shall pay CONSULTANT for the S ervices rendered pursuant to this Agreement at the rates set forth in the Fee Schedule attached hereto as Exhibit "B" and incorporated herein by this reference.
4.2 ANAHEIM also agrees to reimburse CONSUL TANT for reasonable out- of-pocket expenses. CONSULTANT shall not be reimbursed for any other expenses unless the reimbursable expense is first approved in writing by ANAHEIM.
4.3 It is understood by and agreed between the P arties to this Agreement that full and complete payment for all Services provided in accordance with this Agreement, including, but not limited to, all reimbursable expenses, shall be as set forth in the Fee Schedule attached hereto as Exhibit "B" and incorporated herein by this reference.
4.4 No Extra Services shall be rendered by CONSULTANT , unless such Extra Work is first approved by written amendment to this Agreemen t. As used herein, “Extra Work” means any work that is determined by ANAHEIM to be necessary for the proper completion of the Services, but which is not included within the Scope of Services and which the Parties did not reasonably anticipate would be nec essary at the execution of this Agreement.
Compensation for any authorized Extra Work billed on a time and expense basis shall be paid in accordance with billing rates set forth in the Schedule of Compensation.
4.5. CONSULTANT shall submit monthly inv oices to ANAHEIM describing
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28 OFFICE OF THE CITY ATTORNEY
CITY OF ANAHEIM
200 S. ANAHEIM BOULEVARD, SUITE 356
ANAHEIM, CA 92805
(714) 765-5169
FAX (714) 765-5123
the work performed the prece ding month. CONSULTANT’s invoices shall include the name of the person(s) who performed the wo rk, a brief description of the S ervices performed and/or the specific task in the Scope of Services to wh ich it relates, the date the Services were performed, and a description of any reimbursable expenditures. ANAHEIM shall pay CONSULTANT no later than thirty (30) days after approval of the monthly invoice by ANAHEIM staff.
4.6 All Parties recognize that the continuation of this Agreement after the close of any fiscal year of ANAHEIM, which ends on June 30 of each year, shall be subject to budget approval providing for or covering such contract items as an expenditure in said budget.
ANAHEIM does not represent that said budget item will be actually adopted, said determination being the determination of the City Council at the time of the adoption of the budget herein. No penalty shall accrue to ANAHEIM in the event this provision shall be exercised. Sho uld termination be accomplished in accordance with this Section, a settlem ent shall be negotiated by the Parties based on items delivered, services provided, monies paid and monies due.
5. PROJECT MANAGER
5.1 CONSULTANT shall designate a Project Manager, who shall coordinate the Services. This Project Manager shall be available to ANAHEIM at all reasonable times during the Term of this Agreement. CONSULTANT has designated Stephanie Cooper-Noe to be its Project Manager. It is expressly understood that th e experience, knowledge, capability and reputation of the foregoing Project Manager is a substantial inducement for ANAHEIM to enter into this Agreement. Therefore, the foregoing Project Manger shall be responsible during the Term of this Agreement for di recting all activities of C ONSULTANT and devoting sufficient time to personally supervise the provision of Services hereunder. The foregoing Project Manager may not be changed by C ONSULTANT and no other personnel may be assigned to supervise the Services to be provided hereunder without the expre ss written consent of ANAHEIM.
5.2 Any personnel or subconsultant, if any, who fail or refuse to perform the Services in a manner acceptable to ANAHEIM, or who are determined by ANAHEIM, in its sole discretion, to be uncooperative, incompetent, a threat to the adequate or timely completion of the
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28 OFFICE OF THE CITY ATTORNEY
CITY OF ANAHEIM
200 S. ANAHEIM BOULEVARD, SUITE 356
ANAHEIM, CA 92805
(714) 765-5169
FAX (714) 765-5123
Project, or a threat to the safety of persons or property, shall be promptly removed from the Project by CONSULTANT at the request of ANAHEIM. CONSULTANT warrants that it will continuously furnish the necessary personnel to complete the Services on a timely basis as contemplated by this Agreement.
6. ADMINISTRATION
This Agreement will be administered by City of Anaheim Fire & Rescue. The Project Administrator shall ha ve the power to act on behalf of ANAHEIM for review and approval of all Services performed by CONSULTANT under this Agreement. The Project Administrator shall not be authorized to approve Extra Work or terminate Services under this Agreement. The Fire Chi ef (“Department Head”) is authorized to take any action granted the Project Administrator, replace the Project Administrator by notifying CONSULTANT in writing and terminate Services in accordance with Section 25 of this Agreement.
7. STANDARD OF CARE
7.1 CONSULTANT shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. CONSULTANT represents and maintains that it is skilled in the professional calling necessary to perform the Services. CONSULTANT warrants that all employees and subconsultants, if any, shall have sufficient skill and experience to perform the Services assigned to them. 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 the professional standard of care.
7.2 CONSULTANT represents and warrants to ANAHEIM that it has, shall obtain, and shall keep in full force in effect during the term hereof, at its sole cost and expense, all licenses, permits, qualifications, insurance and approvals of whatsoever nature that is legally required of CONSULTANT to practice its prof ession. CONSULTANT shall maintain a City of Anaheim business license during the term of this Agreement.
8. FAMILIARITY WITH WORK
By executing this Agreement, CONSULTANT represents and warrants that
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28 OFFICE OF THE CITY ATTORNEY
CITY OF ANAHEIM
200 S. ANAHEIM BOULEVARD, SUITE 356
ANAHEIM, CA 92805
(714) 765-5169
FAX (714) 765-5123
CONSULTANT: (i) has thoroughly investigated and conside red the Services to be performed; (ii) has carefully considered how the S ervices should be provided; and (iii) fully understands the facilities, difficulties and restrictions attending the provision of the S ervices under this Agreement. Should CONSULTANT discover any latent or unknown conditions materially differing from those inherent in the provision of such S ervices or as represented by ANAHEIM, CONSULTANT shall immediately inform ANAHEIM of such fact and shall not proceed except at CONSULTANT’s risk until written instructions are received from ANAHEIM.
9. INDEPENDENT CONTRACTOR
9.1 Neither ANAHEIM nor any of its employees shall have any control over the manner, mode or means by which CONSULTANT, its agents or employees, perform the services required h erein, except as otherwise set forth herein. Except as expressly provided herein, ANAHEIM shall have no voice in the selection, discharge, supervision or control of CONSULTANT’s employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. CONSULTANT shall perform all services required herein as an independent contractor of ANAHEIM and shall remain at all times , as to ANAHEIM, a wholly independent contractor with only such obligations as are consistent with th at role.
CONSULTANT shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of ANAHEIM. ANAHEIM shall not in any way or for any purpose become or be deem ed to be a partner of CONSULTANT in its business or otherwise or a joint venturer or a member of any joint enterprise with CONSULTANT.
9.2 In consideration for the compensation paid to CONSULTANT by ANAHEIM, CONSULTANT agrees that ANAHEIM shall not be liable or responsible for any benefits, includ ing, but not limited to, worker’s compensation, disability, retirement, life, unemployment, health or any other benefits , and CONSULTANT agrees that it shall not sue or file a claim, petition or application therefor against ANAHEIM or any of its officers, employees, agents, representatives or sureties.
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28 OFFICE OF THE CITY ATTORNEY
CITY OF ANAHEIM
200 S. ANAHEIM BOULEVARD, SUITE 356
ANAHEIM, CA 92805
(714) 765-5169
FAX (714) 765-5123
10. INSURANCE
Without limiting Anaheim’s right to indemnification, it is agreed that CONSULTANT shall secure, prior to commencing any activities under this Agreement, and maintain, during the term of this Agreement, insurance coverage as follows:
Workers’ Compensation Insurance as required by California law and Employers Liability Insurance in an amount not less than $1,000,000 and must include a Waiver of Subrogation.
Commercial General Liability Insurance, including coverage for Premises and Operations, Contractual Liability, Personal Injury Liability, Products/Completed Operations Liability, and Independent Contractor’s Liability (if applicable), in an amount not less than $2,000,000 per occurrence, $4,000 ,000 annual aggregate. Any deductible or self -insured retention in excess of $10,000 must be disclosed to Anaheim, in writing, at the inception of this Agreement and is subject to the acceptance of the City’s Risk Manager.
Automobile Liability Coverage, as required by California law, including – as applicable – owned, non -owned, and hired autos, in an amount not less than $2,000,000, combined single limit.
Professional Liability, inclusive of Cyber Liability, in an amount not less than $2,000,000, and CONSULTANT shall maintain such coverage for at least one (1) year from termination of this Agreement. Any deductible or self -insured retention in excess of $10,000 must be disclosed to Anaheim, in writing, at the inception of this Agreement and is subject to th e acceptance of the City’s Risk Manager.
CONSULTANT agrees that CONSULTANT is financially responsible and legally liable to pay/satisfy any applicable deductible or SIR for CONSULTANT’S insurance.
CONSULTANT agrees that each insurance policy required by th is Agreement shall not be voluntarily cancelled or otherwise limited in scope or coverage, until after thirty (30) days prior written notice has been given to the City Clerk, City of Anaheim, 200 S. Anaheim Blvd., Anaheim, CA 92805, except in the event of cancellation for non -payment of premium which shall provide for not less than ten (10) days’ notice.
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28 OFFICE OF THE CITY ATTORNEY
CITY OF ANAHEIM
200 S. ANAHEIM BOULEVARD, SUITE 356
ANAHEIM, CA 92805
(714) 765-5169
FAX (714) 765-5123
Each insurance policy required by this Agreement, excepting policies for Professional Liability and Workers’ Compensation, shall contain the following clau ses or shall otherwise provide for the following conditions:
“It is agreed that any insurance maintained by CONSULTANT, pursuant to this Agreement, shall be primary to, and not contribute with, any insurance or self -insurance maintained by the City of Anaheim.”
“The City of Anaheim, its officers, agents, employees, representatives and Anaheim - designated volunteers are added as additional insureds as respects the acts, omissions, operations and activities of, or on behalf of, the named insured, in regard to products supplied to, or work or services performed for, or related to, the City of Anaheim.” Prior to commencing any work under this Agreement, CONSULTANT shall deliver to Anaheim insurance certificates confirming the existence of the insurance required under this Agreement, and including the applicable clauses referenced above. Also, within thirty (30) days of the execution date of this Agreement, CONSULTANT shall provide Anaheim: (i) endorsements to the insurance policies which add to these policies the applicable clauses referenced above; or (ii) in lieu of said endorsements, documentation acceptable to Anaheim evidencing that the coverage, terms, and conditions set forth in the above -referenced clauses are otherwise included in said insurance policies. Insurance required hereunder shall be placed with insurers: (i) admitted to write insurance in California; (ii) possessing an A. M. Best’s rating of A VII or higher; or (iii) otherwise acceptable to Anaheim, with prior written permission from Anaheim. In the event that a claim or other legal action is filed against Anaheim, and if Anaheim, in its good faith opinion, believes it may have coverage under any of the insurance required herein, then Anaheim has the right to demand, and to receive within a reason able time period, copies of the insurance policies related to such required insurance; provided, however, that this provision shall not apply if the Parties agree that CONSULTANT shall fully defend, hold harmless, and indemnify Anaheim against any such claim or other legal action. 9 1
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28 OFFICE OF THE CITY ATTORNEY
CITY OF ANAHEIM
200 S. ANAHEIM BOULEVARD, SUITE 356
ANAHEIM, CA 92805
(714) 765-5169
FAX (714) 765-5123
In addition to other remedies Anaheim may have if CONSULTANT fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, Anaheim may, at its sole option:
1) Order CONSULTANT to stop work under this Agreement and/or withhold any payment(s) which become due to CONSULTANT hereunder until CONSULTANT demonstrates compliance with the requirements hereof; or 2) Terminate this Agreement.
3)Exercise of any of the above re medies, however, is an alternative to other remedies Anaheim may have and is not the exclusive remedy for CONSULTANT’s failure to maintain insurance or secure appropriate endorsements.
In the event CONSULTANT hires other persons or firms to perform some o f the work related to this Agreement, CONSULTANT shall ensure, and certify to Anaheim in writing that:
(i) the acts or omissions of such persons or firms are covered under the above-referenced liability insurance; or (ii) such firms maintain insurance equa l to or better than, and subject to the same limits, terms and conditions as, the insurance required of CONSULTANT under this Agreement (except for firms which are not performing professional services -such firms shall not be required to carry the above -referenced professional liability insurance); and in either instance, CONSULTANT shall provide, or cause to be provided, evidence of such insurance coverage, reasonably acceptable to Anaheim.
Anaheim’s Risk Manager is hereby authorized to amend or accept any CONSULTANT generated request to amendment or reduction to the requirements set forth herein in the event such amendment or reduction is in Anaheim’s best interest.
11. INDEMNIFICATION
11.1 As respects acts, errors or omissions in the performance of pro fessional services, CONSULTANT agrees to indemnify and hold harmless Anaheim, its officials, officers, and employees from and against any and all claims, losses, damages, defense costs, or liability, of any kind or nature, to the extent arising directly ou t of CONSULTANT’s (or CONSULTANT’s contractors’ or subcontractors’, if any) negligent acts, errors or omissions in
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28 OFFICE OF THE CITY ATTORNEY
CITY OF ANAHEIM
200 S. ANAHEIM BOULEVARD, SUITE 356
ANAHEIM, CA 92805
(714) 765-5169
FAX (714) 765-5123
the performance of professional services under this Agreement, except those matters arising out of the sole negligence or willful misconduct of the City.
11.2 As respects all acts, errors or omissions which do not arise directly out of the performance of professional services, including but not limited to those acts, errors or omissions typically covered by ISO -based general and automobile liab ility insurance coverage, CONSULTANT agrees to indemnify, defend (at Anaheim’s option), and hold harmless Anaheim, its officials, officers, employees, agents, and representatives from and against any and all claims, losses, damages, defense costs, or liability, of any kind or nature (collectively referred to hereinafter as “Claims”), arising out of or in connection with CONSULTANT’s (or CONSULTANT’s contractors’ or subcontractors’, if any) acts, errors, omissions, or work, relative to this Agreement; except for those Claims which arise out of the sole negligence or willful misconduct of Anaheim.
11.3 The obligations set forth in this indemnification provision (i) shall be in effect without regard to whether or not Anaheim, CONSULTANT, or any other person mai ntains, or fails to maintain, insurance coverage, or a Self -Insurance Program, for any such claims; and (ii) shall survive the termination of this Agreement.
12. PREVAILING WAGES
CONSULTANT is aware of the requirements of California Labor Code Sections 1720 et seq and 1770 et seq, the California Code of Regulations, Title 8, Section 16000 et seq and the Davis-Bacon Act (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” projects. It shall be CONSULTANT ’s sole obligation to determine whether, and to what extent if any, the Prevailing Wage Laws apply to the Project. CONSULTANT is aware and agrees that i f both the Davis-Bacon Act and State of California prevailing wag e laws apply , and the federal and state prevailing rate of per diem wages differ, CONSULTANT or its employees, agents , contractors, and subcontractors, if any, shall pay the higher of the two rates. Said prevailing rate of per diem wages are on file at th e City of Anaheim, Office of the City Clerk, 200 South Anaheim Boulevard, Anaheim, California 92803, and are available to any interested party on request.
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28 OFFICE OF THE CITY ATTORNEY
CITY OF ANAHEIM
200 S. ANAHEIM BOULEVARD, SUITE 356
ANAHEIM, CA 92805
(714) 765-5169
FAX (714) 765-5123
CONSULTANT shall defend, indemnify and hold ANAHEIM, its elected officials, officers, employees and a gents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any actual or alleged failure by C ONSULTANT or its employees, agents , contractors, and subcontractors to comply with the Prevailing Wage Laws, if applicable t o the Project.
13. PROGRESS
CONSULTANT is responsible for keeping the Project Administrator and/or his/her duly authorized designee informed on a regular basis regarding the status and progress of the Services, activities performed and planned, and any meetings that have been scheduled or are desired.
14. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS
The P arties recognize that a substantial inducement to ANAHEIM for entering into this Agreement is the professional reputation, experience and competenc e of CONSULTANT. Neither the whole nor any interest in, nor any of the rights or privileges granted under this Agreement shall be assign ed, transferred or encumbered in any way without the prior written consent of ANAHEIM. Any such purported assignment, transfer, encumbrance, pledge, subuse, or permission given without such consent shall be void as to A NAHEIM. If ANAHEIM approves an assignment or transfer, this Agreement and the covenants and conditions contained herein shall be binding upon and inure to the benefit of and shall apply to the permitted successors and assigns of CONSULTANT.
15. SUBCONTRACTING
Except for those subcontractors set forth in the Scope of Services , if any, CONSULTANT shall not subcontract any portion of the work to be performed under this Agreement without the prior written authorization of ANAHEIM. CONSULTANT shall be fully responsible to ANAHEIM for all acts and omissions of any approved subcontractor. Nothing in this Agreement shall create any contractual relationship betwe en ANAHEIM and subcontractor nor shall it create any obligation on the part of ANAHEIM to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise required by law. ANAHEIM is an
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28 OFFICE OF THE CITY ATTORNEY
CITY OF ANAHEIM
200 S. ANAHEIM BOULEVARD, SUITE 356
ANAHEIM, CA 92805
(714) 765-5169
FAX (714) 765-5123
intended beneficiary of any work perf ormed by any subcontractor for purposes of establishing a duty of care between the subcontractor and ANAHEIM pursuant to this Agreement.
16. USE AND OWNERSHIP OF DOCUMENTS AND DATA
16.1 ANAHEIM shall furnish to C ONSULTANT such documents and materials as may be relevant and pertinent to the provision of services hereunder as ANAHEIM may possess or acquire.
16.2 All documents and materials furnished by ANAHEIM to CONSULTANT, Section 16.1, shall remain the property of ANAHEIM and shall be returned to ANAHEIM upon termination of this Agreement , for any reason. All documents or material prepared or caused to be prepared by CONSULTANT, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclu sive property of ANAHEIM, and ANAHEIM shall have the sole right to use such materials in its discretion without further compensation to CONSULTANT or any other party. C ONSULTANT shall, at CONSULTANT’s sole cost and expense, provide such documents and material to ANAHEIM upon prior written request.
16.3 Documents and material prepared by C ONSULTANT, pursuant to this Agreement, are not intended or represented to be suitable for reuse by ANAHEIM 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 C ONSULTANT will be at ANAHEIM’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 ANAHEIM or persons other than C ONSULTANT, is waived against C ONSULTANT and ANAHEIM assumes full responsibility for such changes unless ANAHEIM has given C ONSULTANT prior notice and has received from CONSULTANT written consent for such changes.
17. CONFIDENTIALITY
All documents, including drafts, preliminary drawings or plans, notes , ideas and communications that result from the Services provided under this Agreement, shall be kept confidential by CONSULTANT unless ANAHEIM authorizes, in writing , the release of said
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28 OFFICE OF THE CITY ATTORNEY
CITY OF ANAHEIM
200 S. ANAHEIM BOULEVARD, SUITE 356
ANAHEIM, CA 92805
(714) 765-5169
FAX (714) 765-5123
information.
18. INTELLECTUAL PROPERTY INDEMNITY
CONSULTANT shall defend and indemnify ANAHEIM, its agents, officers, representatives and employees against any and all liability, including costs, for in fringement of any United States’ letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by CONSULTANT to ANAHEIM pursuant to this Agreement.
19. RECORDS
CONSULTANT shall keep records and invoices in connection with the work 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 ANAHEIM, 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 representativ e of ANAHEIM to examine, audit and make transcripts or copies of such records and any other documents created , pursuant to this Agreement , 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.
20. WITHHOLDINGS
ANAHEIM may withhold payment to CONSULTANT of any disputed sums until satisfaction of the dispute with r espect to such payment. Such withholding shall not be deemed to 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 appe al to the City Manager or his/her designee with respect to such disputed sums.
CONSULTANT shall be entitled to receive interest on any withheld sums at the rate of return that ANAHEIM earned on its investments during the time period, from the date of withh olding of any amounts found to have been improperly withheld.
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28 OFFICE OF THE CITY ATTORNEY
CITY OF ANAHEIM
200 S. ANAHEIM BOULEVARD, SUITE 356
ANAHEIM, CA 92805
(714) 765-5169
FAX (714) 765-5123
21. ERRORS AND OMISSIONS
In the event of errors or omissions that are proven to be due to the negligence or professional inexperience of CONSULTANT which result in expense to ANAHEIM greater than what would have resulted if there were not errors or omissions in the work accomplished by CONSULTANT, the additional cost and expense shall be borne by CONSULTANT. Nothing in this paragraph is intended to limit ANAHEIM’s rights under the law or any other sections of this Agreement.
22. ANAHEIM'S RIGHT TO EMPLOY OTHER CONSULTANTS
CONSULTANT acknowledges and agrees that this Agreement and the provision of services hereunder are nonexclusive and that ANAHEIM may enter into similar agreements with other entities for the provision of similar services. The CONSULTANT will be notified if additional contract are signed for similar services.
23. CONFLICTS OF INTEREST
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 m aking, decisions that will foreseeably financially affect such interest.
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 ANAHEIM. CONSULTANT shall indemnify and hold harmless ANAHEIM for any and all claims for damages resulting from CONSULTANT’s violation of this Section.
24. NOTICES
All notices, demands or other writings to be made, given or sent hereunder, or which may be so given or made or sent by either ANAHEIM or CONSULTANT to the other shall be deemed to have been given when in writing and personally delivered or if mailed on the third (3rd) day after being deposited in the United States mail, certified or re gistered, postage prepaid, and addressed to the respective Parties at the following addresses:
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28 OFFICE OF THE CITY ATTORNEY
CITY OF ANAHEIM
200 S. ANAHEIM BOULEVARD, SUITE 356
ANAHEIM, CA 92805
(714) 765-5169
FAX (714) 765-5123
If to ANAHEIM: ANAHEIM Secretary/City Clerk
City of Anaheim
200 S. Anaheim Boulevard, 2nd Floor
Anaheim, California 92805
FAX No. (714) 765-4105
With copies to: Anaheim Fire & Rescue
Fire Chief
City of Anaheim
201 S. Anaheim Blvd, 3rd Floor
Anaheim, California 92805
FAX No. (714) 765-4008
To CONSULTANT: Wittman Enterprises, LLC.
11093 Sun Center Drive
Rancho Cordova, California 95670
www.webillems.com
Corinne Wittman-Wong, CEO
25. ENFORCEMENT OF AGREEMENT
25.1 Events of Default.
.01 For purposes of this Section 2 5, the word “Default” shall mean the failure of CONSULTANT to perform any of CONSULTANT’s duties or obligations or the breach by CONSULTANT of any of the terms and conditions set forth in this Agreement. In addition, CONSULTANT shall be deemed to be in Default upon CONSULTANT’s (i) application for, consent to, or suffering of, the appointment of a receiver, trustee or liquidator for all or a su bstantial portion of its assets; (ii) making a general assignment for the benefit of creditors; (iii) being adjudged bankrupt ; (iv) filing a voluntary petition or suffering an involuntary petition under any bankruptcy, arrangement, reorganization or insolvency law (unless in the case of an involuntary petition, the same is dismissed within thirty (30) days of such filing) ; or (v) suffering or permitting to continue unstayed and in effect for fifteen (15) consecutive days any attachment, levy, execution or seizure of all or a substantial portion of CONSULTANT’s assets or of CONSULTANT’s interests hereunder. .02 ANAHEIM shall not be deemed to be in Default in the performance of any obligation required to be performed by ANAHEIM hereunder unless and until ANAHEIM has failed to perform such obligation for a period of thirty (30) days after receipt of written notice from CONSULTANT specifying in reasonable detail the nature and
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28 OFFICE OF THE CITY ATTORNEY
CITY OF ANAHEIM
200 S. ANAHEIM BOULEVARD, SUITE 356
ANAHEIM, CA 92805
(714) 765-5169
FAX (714) 765-5123
extent of any such failure; provided, however, that if the nature of ANAHEIM’s obligation is such that more than thirty (30) days are required for its performance, then ANAHEIM shall not be deemed to be in Default if ANAHEIM shall commence to cure such performance within such thirty (30) day period and thereafter diligently prosecute the same to completion.
25.2 Immediate Termination for CONSULTANT’s Default. In the event of any Default by CONSULTANT, ANAHEIM may immediately terminate this Agreement. Such termination shall be effe ctive immediately upon receipt by CONSULTANT of written notice from ANAHEIM. In such event, CONSULTANT shall h ave no further rights hereunder, and ANAHEIM shall have all other rights and remedies as provided by law.
25.3 Termination Without Cause. ANAHEIM may terminate this Agreement at any time without the necessity of cause or Default by giving thirty (30) days’ notice in writing to CONSULTANT. In such event, the Parties shall have no further rights hereunder, except that CONSULTANT shall be paid for all services adequately rendered prior to such termination.
CONSULTANT may not terminate this Agreement except for cause.
26. COMPLIANCE WITH ALL LAWS
CONSULTANT shall at its own cost and expense comply with all statutes, ordinances, regulations an d 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 local , county, state and federal laws, rules, regulations and permit requirements and be subject to approval of the Project Administrator.
27. 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 br each of the same or any other term, covenant or condition contained herein, whether of the same or a different character.
28. INTEGRATED CONTRACT
This Agreement and the E xhibits hereto cont ain the entire agreement of ANAHEIM and CONSULTANT with respect to the matters covered hereby, and no agreement, statement or promise made by either ANAHEIM or CONSULTANT which is not contained
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28 OFFICE OF THE CITY ATTORNEY
CITY OF ANAHEIM
200 S. ANAHEIM BOULEVARD, SUITE 356
ANAHEIM, CA 92805
(714) 765-5169
FAX (714) 765-5123
herein, shall be valid or binding. No prior agreement, understanding or representation pertaining to any such matter shall be effective for any purpose.
29. CONFLICTS OR INCONSISTENCIES
In the event there are any conflicts or inconsistencies between this Agreement and the Exhibits, or any other attachments attached hereto, the terms of this Agreement shall govern.
30. INTERPRETATION
Each Party acknowledges that he/she/it has had the benefit of advice of competent legal counsel with respect to its decision to enter this Agreement. The provisions of this Agreement shall be interpreted to give effect to their fair mea ning and shall be construed as prepared by both Parties.
31. AMENDMENTS
This Agreement may be modified or amended only by a written document executed by both CONSULTANT and ANAHEIM and approved as to form by the City Attorney.
32. SEVERABILITY
If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be held invalid or unenforceable, the remainder of this Agreement, or the application of its terms and provisions to persons and circumstance s other than those to which it has been held invalid or unenforceable shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.
33. REMEDIES CUMULATIVE
The remedie s given to ANAHEIM and C ONSULTANT herein shall be cumulative and are given without impairing any other rights given A NAHEIM or CONSULTANT by statute or law now existing or hereafter enacted and the exercise on any one (1) remedy by A NAHEIM or C ONSULTANT shall not exclude the exercise of any other remedy.
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28 OFFICE OF THE CITY ATTORNEY
CITY OF ANAHEIM
200 S. ANAHEIM BOULEVARD, SUITE 356
ANAHEIM, CA 92805
(714) 765-5169
FAX (714) 765-5123
34. NO THIRD PARTY BENEFICIARIES
The Parties intend that neither rights nor remedies be granted to any third party as a beneficiary of this Agreement or of any covenant, duty, obligation or undertaking es tablished herein.
35. CONTROLLING LAW AND VENUE
The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange.
36. DISCRIMINATION
CONSULTANT agrees not to discriminate against any person or class of persons by reason of sex, color, race, creed, religion, marital status, handicap, ancestry , national origin or other prohibited basis in its provision of S ervices or hiring of subcontractors or employees. To the extent this Agreement provides that CONSULTANT offer accommodations or services to the public, such accommodations or servic es shall be offered by CONSULTANT to the public on fair and reasonable terms.
37. AUTHORITY
Each individual executing this Agreement on behalf of a corporation, nonprofit corporation, partnership or other entity or organization, represents and warrants the he or she is duly authorized to execute and deliver this Agreement on behalf of such entity or organization and that this Agreement is binding upon the same in accordance with its terms. CONSULTANT shall, at ANAHEIM’s request, deliver a certified copy of it governing board’s resolution or certificate authorizing or evidencing such execution.
38. EFFECTIVE DATE
This Agreement shall be effective on the date on May 1, 2025 (“Effective Date”).
[SIGNATURES ON FOLLOWING PAGE]
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28 OFFICE OF THE CITY ATTORNEY
CITY OF ANAHEIM
200 S. ANAHEIM BOULEVARD, SUITE 356
ANAHEIM, CA 92805
(714) 765-5169
FAX (714) 765-5123
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed on the dates hereinafter respectively set forth.
CITY OF ANAHEIM,
DATE: ______________________ a municipal corporation
By:______________________________
ATTEST:
By: _____________________
City Clerk of Anaheim
DATE:
WITTMAN ENTERPRISES, LLC, a California
limited liability company
_______________
By: _____________________________________
Printed Name: _____________________________
Title: ___________________________________
“CONSULTANT”
APPROVED AS TO FORM:
ROBERT FABELA, CITY ATTORNEY
By: __________________________________
Bryn M. Morley
Deputy City Attorney
131711
Attachments: Exhibit A – Scope of Services
Exhibit B – Fee Schedule
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OFFICE OF THE CITY ATTORNEY
CITY OF ANAHEIM
200 S. ANAHEIM BOULEVARD, SUITE 356
ANAHEIM, CA 92805
(714) 765-5169
FAX (714) 765-5123
EXHIBIT A
SCOPE OF SERVICES
(Attached behind this page)
EXHIBIT A
SCOPE OF SERVICE FOR EMS BILLING
A. Scope of Services: Introduction
The Consultant will at all times comply with the Health Insurance Portability and Accountability Act (HIPAA) and all other applicable federal, state, and local laws. All services are to be provided based on a fee-based percentage of actual collected revenue.
No "up front" or ongoing costs will be borne by Anaheim Fire & Rescue, nor will Anaheim Fire & Rescue provide any staff to support the contract.
T
he Consultant will be responsible for modifying their billing systems to capture all necessary data generated from this program as an electronic file and provide a description of the electronic file needed to receive data transmitted from Anaheim Fire & Rescue.
The Consultant will work with Anaheim Fire & Rescue and their ePCR vendor to identify data input gaps, errors or other data needs, and describe a means of obtaining solutions to these problems.
T
he City currently transports approximately 30,000 + patients per year via the Anaheim Fire & Rescue Ambulance Program. The City anticipates directly providing ambulance transport services via eight (8) 24-hour fire station-based ambulances. The current payer mix consists of:
Medicare/Medicare HMO 32%
Medi-Cal/HMO 31%
Commercial Insurance 19%
Private Pay 17%
Other 1%
Total 100%
B. S
cope of Services: Minimum Services Required of Consultant
1. Provide all tested and operational software, hardware, and technical support necessary to facilitate the billing, receivables process, and debt collections for up to 40,000 collections related to Emergency Medical Services. The software and hardware provided shall ensure complete and uninterrupted data backup, with an effective data recovery system in place to address any disaster or unforeseen interruption. All associat ed costs for software, hardware, and technical support shall be the sole responsibility of the Consultant.
2. Have the capability to fully integrate and support Anaheim Fire & Rescue’s selected ePCR application. Anaheim Fire & Rescue currently utilizes the Image Trend Software, Elite.
3. Provide a monthly reconciliation of the data received from Anaheim Fire & Rescue’s patient care records with the amount it has billed to customers explaining differences, if any.
4. Maintain the software and hardware necessary to fulfill all of Anaheim Fire & Rescue’s requirements. Support service and maintenance of the software and hardware is the responsibility of the Consultant for the duration of the contract.
5. Maintain updated and current Technology that will continuously provide the highest level of reimbursement and customer service possible.
6. Transmit billing data electronically to all customers accepting electronic claim submissions.
The Consultant shall have the ability to provide itemized billing statements based on Anaheim Fire & Rescue’s EMS fee schedule and provide itemized billing receipts in both paper and electronic formats depending on the needs of the customer.
7. Work with the County of Orange and do screening of all medically indigent patients.
8. Have the ability to receive patient care documentation on paper and electronically. Verify the receipt of these documents and return confirmation to Anaheim Fire & Rescue.
9. Research and follow up on all accounts with inadequate billing information to include:
a. Contact the EMS Division for missing and/or incomplete information which may be found in the Anaheim Fire & Rescue reports.
b. Contact receiving hospital for missing and/or incomplete billing information needed from the admitting/registration records.
c. Contact patient family members or emergency contacts for information. d. Refer to zip code/street directories for incomplete/missing address information. e. Mail inquiries to the patient.
10. Generate appropriate itemized charges from approved fee schedules provided by Anaheim Fire & Rescue.
11. Meet or exceed mutually agreed upon collection targets.
12. At a minimum of every 30 days, provide Anaheim Fire & Rescue with a list of accounts turned over to collections that includes the reason why the account was unable to be collected.
13. Review all patient records and report to Anaheim Fire & Rescue all accounts deemed delinquent pursuant to a pre-defined timetable.
14. Provide quarterly analysis identifying at a minimum percent of collection, timelines from billing to receiving payment, number and types of complaints and other data deemed necessary for business planning and future analysis.
15. Forward refund requests and related back-up documentation in a timely manner to Anaheim Fire & Rescue for processing.
16. Screen each document for completeness of data and level of services, codes, and procedures for billing purposes.
17. Be responsible for mailing the Customer Satisfaction Survey provided by Anaheim Fire & Rescue. The survey content may be modified at any time during the contract period at Anaheim Fire & Rescue’s discretion. Customer complaints and compliments with follow -up information shall be provided to Anaheim Fire & Rescue in hard copy or by electronic media.
18. Maintain accurate data and report quarterly on records for all accounts including but not limited to, all customer contact, notices, mailing, itemization, small claims, bankruptcy filings, miscellaneous requests, inquiries, correspondence documents, accounting records, and transactions. Anaheim Fire & Rescue requires data fields to support on- going planning, and statistical analysis. All records shall be made available to Anaheim Fire & Rescue upon request.
The Consultant shall guarantee the confidentiality, security, and safety of all files, documents, and information provided by Anaheim Fire & Rescue.
19. Provide access to its system, enabling the generation of weekly detailed and summary financial reports in Excel or a similar format for each billing type (e.g., patient transport, assessment at scene, first responder fee). The reports shall include, at a minimum, the following information:
a. Amount billed.
b. Amount collected.
c. Amount refunded.
d. Amount sent to collection.
e. Amount written off. If system access is not available, the Consultant shall deliver the specified reports containing this information to Anaheim Fire & Rescue on a weekly basis.
20. Exercise its best ethical, prudent, lawful, and professional efforts to secure payments on all accounts referred by Anaheim Fire & Rescue. Collection activities shall comply with HIPAA and all other applicable federal, state, and local laws.
21. Post all payments to accounts and process refunds and adjustments in a correct and timely manner in accordance with the procedures approved by t he City. All bills to customers shall state the “City of Anaheim Fire & Rescue” as the payee and their payments deposited directly in full (i.e., without deducting Consultant’s fees) to a designated bank account. All credit card transactions shall also be processed in the same manner. The Consultant shall provide a detailed bill to Anaheim Fire & Rescue on a monthly basis.
22. Handle all telephone calls and correspondence in a timely, professional, courteous, respectful, and compassionate manner.
23. Be responsible for all customer billing inquiries and retrieval of records during normal business hours.
24. Any notification to Consultant that an attorney is handling a personal injury case for a patient shall result in Consultant sending a lien to the attorney that will request that the attorney and patient both execute the lien. The Consultant shall have a process to follow up on the status of these lien accounts. The Consultant shall also immediately notify Anaheim Fire & Rescue telephonically whenever it is made aware that there is possible legal action (civil, criminal, and/or administrative) being taken ag ainst the City of Anaheim and/or the Anaheim Fire & Rescue and/or any of its employees acting in the scope of their employment.
25. Assign a customer service representative(s) to provide customer service and answer any billing-related questions.
26. The Consultant shall provide nationwide toll-free telephone number(s) for billing inquiries, ensuring that patients or clients can easily access assistance regarding their billing concerns.
27. Meet with Anaheim Fire & Rescue routinely and on request to discuss problems, special needs, future changes, and updates in software, technology, statistical data requests, or other relevant issues.
28. Monitor all billing and regulatory changes impacting reimbursements and adjust its system to ensure regulatory compliance; Update Anaheim Fire & Rescue of such changes with an explanation of how it will affect Anaheim Fire & Rescue and its customers.
29. Provide ongoing education and training for its staff, ensuring they are promptly updated on any changes in industry standards or government regulations that may impact the services being provided to Anaheim Fire & Rescue.
30. Provide assistance and on -site training for Anaheim Fire & Rescue administration staff on developing procedures to ensure that Anaheim Fire & Rescue is in compliance with all federal, state, and local laws that govern and/or impact ambulance billing specifically and EMS cost recovery generally.
31. Coordinate all disputed claims with the designated Anaheim Fire & Rescue representative, ensuring timely resolution and communication throughout the dispute process.
32. Agree to negotiate in good faith with Anaheim Fire & Rescue at the termination of the contract, regarding the seamless tr ansition of active accounts. The Consultant agrees to deliver to Anaheim Fire & Rescue a computerized file of active accounts, in a format agreeable to Anaheim Fire & Rescue.
33. Maintain sufficient administrative, technical, and fiscal support to provide and manage the proposed services, including the processing of over 30,000 bills, collections, data analysis, and the support of technical hardware and software advancements annually. The Consultant shall also ensure the continued capability to maintain an adequate audit trail.
34. Produce specialized reports, containing any or all the information previously outlined, upon request. These reports must be delivered in a timely manner or according to a standardized schedule as agreed upon in the contract.
35. Have the ability to customize billing forms and follow-up letters in accordance with Anaheim Fire & Rescue specific requirements and guidelines.
36. Ensure that all books, records, and relevant documentation are made available to both internal and external auditors upon request, in accordance with applicable auditing standards.
37. Coordinate with the existing service provider to facilitate a smooth transition of current accounts, ensuring minimal disruption to ongoing services.
38. Upon the effective date of contract implementation, the Consultant shall process any backlog of billing within thirty (30) calendar days.
39. Implement and maintain a system capable of securely processing online and electronic payments for medical bills. This system must allow patients to make payments via digital transactions, ensuring a seamless and efficient payment process.
40. Use reasonable efforts to enter all procedural and demographic data necessary for the patient and third-party payer billing into its billing system in a timely and accurate manner, subject to Anaheim Fire & Rescue ’s obligation to provide accurate and complete demographic information.
41. Prepare and deliver year-end reports regarding details of write-offs and outstanding receivables within one week of being requested. Reports may be electronic and /or paper.
42. Allow other municipalities to use this agreement as a cooperative procurement (piggybacking) contingent upon the Consultant’s acceptance.
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OFFICE OF THE CITY ATTORNEY
CITY OF ANAHEIM
200 S. ANAHEIM BOULEVARD, SUITE 356
ANAHEIM, CA 92805
(714) 765-5169
FAX (714) 765-5123
EXHIBIT B
FEE SCHEDULE
(Attached behind this page)
EXHIBIT B
FEE SCHEDULE