Agenda packet — Brea City Council, April 16, 2024 (part 2 of 4)

REQUEST FOR PROPOSALS # 2023.12.14.01 for
Ambulance Billing Services
PART I

SOLICITATION SECTION

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Overview.

City of Brea (“City”) is requesting proposals from qualified service providers to provide Ambulance Billing Services, as further set forth in Part III hereto, the Scope of Services and Specification Section (“Services”). Those submitting proposals are each referred to herein as “proposer”. Any proposer selected to provide the foregoing services are sometimes referred to herein as “contractor.”
Processes Applicable to this Request for Proposals (RFP).

To obtain solicitation documents, submit questions, receive answers, and submit a proposal, visit the City's eProcurement Portal at the following hyperlink (registration is required) https://www.publicpurchase.com/gems/brea,ca/buyer/public/home.

PROPOSALS MAY ONLY BE SUBMITTED ELECTRONICALLY.

Questions and Answers.

A. Questions. Any person contemplating submitting a proposal in response to this RFP who has questions, requires clarification, or finds any discrepancies with respect to any part of this RFP, the Scope of Services and Specifications, the City’s standard agreement contained herein, or any of the terms and conditions included therein (collectively, “Solicitation” or “RFP”), must submit their questions through the City's eProcurement Portal at the following hyperlink (registration is required)
https://www.publicpurchase.com/gems/brea,ca/buyer/public/home by the Question Deadline set forth in Timelines below, and/or as may be modified by any addendum. Questions not received by the Question Deadline will not be considered as such questions are non-responsive to the Solicitation requirements.

B. Answers. City will issue addenda to answer questions received by the Question Deadline and provide clarifications and modifications to the Solicitation utilizing the City’s eProcurement Portal as provided above, when deemed to be of sufficient importance or otherwise necessary to more fully implement the goals and intent of this RFP. Proposers must acknowledge receipt of all City-issued addenda. Only City’s written addenda can modify the requirements of this RFP. Any modifications set forth in such addenda will supersede and take precedence over the original RFP and any preceding addendums. Any other form of communications shall have no force or effect with respect to this Solicitation. The City will not be bound by any verbal representations of any City official or employee.

Timelines.

C. Release of Request for Proposals December 14, 2023
D. Pre-Proposal Conference Not Applicable
E. Question Deadline January 4, 2024

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REQUEST FOR PROPOSALS
for Ambulance Billing Services
RFP No. 2023.12.14.01
F. Final Addendum Issued January 9, 2024
G. Proposal Due Date January 12, 2024
H. Selection of Contractor* January 17, 2024
I. Finance Committee* January 30, 2024
J. City Council* February 6, 2024
K. Services Begins* March 1, 2024
* tentative

PROPOSALS NOT RECEIVED ELECTRONICALLY BEFORE THE
PROPOSAL DUE DATE, SHALL NOT BE OPENED AND SHALL BE DISREGARDED.

PROPOSERS BEAR ANY AND ALL RISKS OF UNTIMELY, OR NON-RECEIPT OF ANY PROPOSAL, REGARDLESS OF THE CAUSE.

Costs Included in Proposal.

L. Preparation Expense. Proposers prepare and make proposals at their sole expense.

M. All-Inclusive Costs. Pricing Must Be All-Inclusive. EACH PROPOSAL MUST BE INCLUSIVE OF ALL COSTS TO PERFORM THE REQUIRED SERVICES. Any and all costs of labor, transportation, materials, software, equipment, proprietary licenses, and any and all other fees, costs, taxes, insurance, and expenses necessary to comply with the requirements of this RFP and to provide the Services, must be included in the proposal price.

Proposal Submission Requirements.

N. General.
i. Checklist. Use this section as a checklist to help provide a complete response. Failure to include and provide all the information specified may result in rejection of the proposal without further evaluation or award consideration. ii. Signatures. Proposers must sign all forms where indicated. Digital Signatures are acceptable if they conform to all requirements of California Government Code Section 16.5.
iii. Additional Material. Do not include any promotional material or any material that is not requested or directly relevant to the objectives of this Solicitation.

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REQUEST FOR PROPOSALS
for Ambulance Billing Services
RFP No. 2023.12.14.01
iv. Organization. Organize the proposal in the order shown below, separate each section with a section page and title, and number each section beginning with one. v. Sections Division and Purpose. Note the Qualifications and Forms sections will be used to determine if the proposer is qualified and responsive, while the Technical and Costs sections will be used to determine how well the proposer meets the requirements of this Solicitation and if the proposed costs are fair and reasonable. The Technical and Costs sections of the successful proposal may be attached to and incorporated as part of Exhibit A to the City’s standard Agreement for execution.

O. Introduction Section.
i. Title Page. Provide a title page showing the Solicitation subject; the proposer’s name; address, and the date of the proposal. ii. Table of Contents. Provide a table of contents detailing the various sections and page numbers of the information contained in the proposal. iii. Letter of Transmittal. Provide a letter of transmittal signed by an individual authorized to bind the proposer, briefly stating the proposer's understanding of the work to be done, the commitment to perform the work within the required time period(s), a statement why the proposer believes itself to be best qualified to perform the Services and a statement that the proposal is a firm and irrevocable proposal.

P. Qualifications Section.
i. Background. Provide the proposer company’s full legal name, address, phone, fax, email, website; Prior company names (if any) and years in business; mergers, buyouts; Organizational structure (i.e. corp., LLC, sole proprietorship, etc.) and chart; Names and titles of the principal owner(s); Person(s) authorized to contractually bind the company. List any pending litigation and describe any contracts terminated for cause and any governmental enforcement actions against proposer’s company during the previous five (5) years. List any special recognition or awards.
ii. Experience. Provide a summary of experience with providing similar kinds of service; Familiarity with applicable state and federal laws, regulations, and procedures; Experience working with public agencies. Provide current business references for whom proposer’s company has provided similar services, including a very brief description of the provided services.
iii. Qualifications. Provide a summary of financial responsibility; Demonstrated technical ability; Capability of developing innovative or advanced techniques; Special qualifications, training, credentials; Staff names, titles, role, qualifications, experience, and length of service and the designated project manager to be assigned to this agreement. iv. Understanding. Describe proposer’s understanding of the work to be done as required by this RFP. Include any issues that will require special consideration fin

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REQUEST FOR PROPOSALS
for Ambulance Billing Services
RFP No. 2023.12.14.01
providing the Services and identify any unique approaches or strengths proposer’s company may have.

Q. Technical Section.
i. Approach. Provide a detailed discussion and proposed methodologies, of proposer’s approach to the successful performance of the Services. Include thorough discussions of methodologies proposer believes are essential to accomplishing each task. Include a proposed work schedule to accomplish all of the required tasks and identify the team member responsible for each.
ii. Proposed Schedule. Provide a detailed recommended schedule of activities. If a Meet and Confer and Presentation Requirements and/or a Tentative Schedule are provided in the Scope of Services and Specifications Requirements Section any recommended modifications should be addressed.

R. Cost Section.

Pricing shall be as specifically described in Exhibit “A” to the City’s standard form of agreement attached hereto and incorporated by reference herein.

S. Forms Section.
i. Standard Forms
a. Non-Collusion Affidavit Form
b. References Form
c. Subcontractors List-Standard Form
d. Statement of Compliance or Exceptions Form
e. Status of Past and Present Contracts Form
f. Insurance Commitment Form
g. Firm Proposal Form
h. Proposer Qualifications Response Form
T. Withdrawal and Validity. Proposals may be withdrawn before the Proposal Due Time and Date. Otherwise, proposals are binding for 120 days from the due date.

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REQUEST FOR PROPOSALS
for Ambulance Billing Services
RFP No. 2023.12.14.01
Proposal Review.

U. Opening Proposals. Proposals remain unopened until the Proposal Due Date and Time and thereafter will be electronically unsealed to begin the review and evaluation process as set forth in the Evaluation, Award, Contract, Notice to Proceed Section below.

V. Proposal Information Posted. Proposals actually received by the Proposal Due Date and Time, will have results posted on the City’s website at www.ci.brea.ca.us/1254/Requests-for-Bids-Proposals-and-Quotes . The proposal results are subject to change based on responsiveness and determination of qualifications. Further information may be obtained by visiting that webpage, clicking on Requests for Bids, Proposals, and Quotes, and scrolling to the desired solicitation. City will not provide results by any other means.

W. Information Posted. For this RFP, only company names of proposers timely submitting proposals, will be initially posted. No proposals will be available for public review until the evaluation phase has been completed and an award recommendation, if any, has been made.

X. All Proposals Become City Property and Public Records. All submitted proposals will become City property and public records subject to disclosure. However, no proposal will be disclosed unless and until a contractor is selected and recommended for contract award to the City Council; all proposals are rejected; or, this RFP process is terminated.

DO NOT SUBMIT CONFIDENTIAL INFORMATION. Any and all notices of “trade secrets”, “confidential information”, “do not disclose”, and/or any similar types of notices in a proposal will be disregarded.

Evaluation.

Y. Non-Responsive Proposals. Proposals that are late or misdirected; or where the proposer did not attend any required mandatory Pre-Proposal Meeting or where the proposer is suspended or debarred (www.sam.gov), are non-responsive. Proposals that did not include required documents or information; modified any terms and conditions; had excessive or inadequate price relative to the Scope of Services and/or Specifications Requirements may cause the proposal to be deemed non-responsive. Non-responsive proposals will not be considered for further evaluations or award.

Z. Responsive Proposals. Proposals that conform in all material respects to the RFP are eligible for further consideration.

AA. Informalities. City may waive any informalities in any proposal or this RFP process as deemed in City’s best interest.

BB. Basis for Award and Evaluation Criteria. If an award is made, it shall be made based on the proposal determined to provide the best value to the City. City will evaluate each proposal based on how well it meets the Proposal Submission Requirements including but not

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REQUEST FOR PROPOSALS
for Ambulance Billing Services
RFP No. 2023.12.14.01
limited to the Qualifications, Technical, Cost, Forms sections; any required clarifications, presentations, interviews; other available information; any required Best and Final Offer (BAFO) responses; and any other requirements of this RFP not mentioned specifically in this paragraph.

The scoring for Evaluation Criteria is set forth below:

Responsiveness of the Proposal including ability to
meet the City’s timelines, and acceptance
of City’s standard form of agreement 20%
Proposer’s qualifications and prior experience 20%
Proposer’s capacity to provide the Services 20%
Quality and sustainability of the proposed Services approach 20% Pricing 20%
The City reserves the right to select one or more proposers for further consideration or award of a contract, based solely on their proposal or, on their proposal and any interviews. The City reserves the right to negotiate a final agreement with one or more of the top scoring proposers.

Award, Reject, Rescind.

As may be in City’s best interest, City may accept and award a contract to any proposer; rescind any award; reject any or all proposals; and/or terminate this RFP process at any time. .

Agreement.

If an agreement is awarded, City will do so after the successful proposer has satisfied all post-award requirements (insurance, bonding, etc.). The City’s standard form of agreement is attached. Any requested changes to the agreement will be considered as part of the evaluation/scoring process..

Notice to Proceed.

City will issue a notice to proceed to the contractor to commence providing the Services at the time stated in that notice. Absent a formal notice to proceed letter, delivery of the Purchase Order becomes the de facto notice to proceed unless otherwise stated in the Purchase Order.

End of this Section

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PART II

FORMS SECTION

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REQUEST FOR PROPOSALS
for Ambulance Billing Services
RFP No. 2023.12.14.01

STANDARD FORM A

NON-COLLUSION AFFIDAVIT FORM
Note: To be executed by proposer and submitted with the proposal.

State of
(the State of the place of business)
County of
(the County of the place of business)
, being first duly sworn, deposes and
(name of the person signing this form)
says that he/she is of
(title of the person signing this form)
, the party making the foregoing
proposal
(name of proposing company)
that the proposal is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the proposal is genuine and not collusive or sham; that the PROPOSER has not directly or indirectly induced or solicited any other proposer to put in a false or sham proposal; that the PROPOSER has not directly or indirectly colluded, conspired, connived, or agreed with any proposer or anyone else to put in a sham proposal, or to refrain from proposing; that the PROPOSER has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the proposal price of the PROPOSER or any other proposer, or to fix any overhead, profit, or cost element of the proposal price, or of that of any other proposer; that all statements contained in the proposal are true; and, the PROPOSER has not, directly or indirectly, submitted his or her proposal price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, to any corporation, partnership, company, association, organization, depository, or to any member or agent thereof, to effectuate a collusive or sham proposal, and has not paid, and will not pay, any person or entity for such purpose.

Any person executing this declaration on behalf of a PROPOSER that is a corporation, partnership, joint venture, limited liability company, limited liability partnership, or any other entity, hereby represents that they have full power to execute, and does execute, this declaration on behalf of the PROPOSER.

I declare under penalty of perjury under the Laws of the State of California that the foregoing is true and correct and that this declaration is executed as set forth.

Signature:

Name/Title
Date:

Notary is not required for this proposal.

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REQUEST FOR PROPOSALS
for Ambulance Billing Services
RFP No. 2023.12.14.01

STANDARD FORM B

REFERENCES FORM
(Proposer’s Company Name)
Provide current business references for whom your company has provided similar services.

Provide very brief description of the Project services your company provided to the reference.

Any unsatisfactory references or past unsatisfactory work performance with City may eliminate Proposer from further consideration (Brea City Code Sec. 3.24.020.M)

1. Company Name
Address, City, State, Zip
Contact’s Name & Title
Contact’s Phone #
Contact’s Email
Project
Completion Date & Value

2. Company Name
Address, City, State, Zip
Contact’s Name & Title
Contact’s Phone #
Contact’s Email
Project
Completion Date & Value

3. Company Name
Address, City, State, Zip
Contact’s Name & Title
Contact’s Phone #
Contact’s Email
Project
Completion Date & Value

4. Company Name
Address, City, State, Zip
Contact’s Name & Title
Contact’s Phone #
Contact’s Email
Project
Completion Date & Value

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REQUEST FOR PROPOSALS
for Ambulance Billing Services
RFP No. 2023.12.14.01

STANDARD FORM C

SUBCONTRACTORS LIST-STANDARD FORM
(Proposer’s Company Name)
Provide the information requested below. Duplicate this form as necessary to complete list. ☐ Check this box, if no subcontractors are to be used for any of the proposed work.

1. Company Name
Address, City, State, Zip
Contact’s Name & Title
Contact’s Phone #
Contact’s Email
Proposed work & amounts
License #s & Class
DIR # & Exp Date

2. Company
Address, City, State, Zip
Contact’s Name & Title
Contact’s Phone #
Contact’s Email
Proposed work & amounts
License #s & Class
DIR # & Exp Date

3. Company
Address, City, State, Zip
Contact’s Name & Title
Contact’s Phone #
Contact’s Email
Proposed work & amounts
License #s & Class
DIR # & Exp Date

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REQUEST FOR PROPOSALS
for Ambulance Billing Services
RFP No. 2023.12.14.01

STANDARD FORM D

STATEMENT OF COMPLIANCE OR EXCEPTIONS FORM
Each Proposal must be accompanied by this form. Failure to provide this form will cause the Proposal to be deemed non-responsive and that Proposal will not be considered for further evaluation.
(Proposer’s Company Name)
Select one:

No Exceptions
By checking the above box, Proposer declares their Proposal was prepared in strict compliance with the instructions, conditions, and terms of the Solicitation, Scope of Work, and Agreement.

With Exceptions
By checking the above box, Proposer declares their Proposal was prepared in consideration of but with exceptions to one or more of the instructions, conditions, and terms of the Solicitation, Scope of Work, and Agreement, in which case Proposer must provide a detailed list for all such exceptions in the following format.

Section
Page # Term, Condition, Specification Exception & Benefit to City City
A or D
Proposer acknowledges that City may accept or reject any or all of Proposer’s listed exceptions or reject the Proposer’s entire Proposal that contain any exceptions.

Signature:

Name/Title
Date:

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REQUEST FOR PROPOSALS
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RFP No. 2023.12.14.01

STANDARD FORM E

STATUS OF PAST AND PRESENT CONTRACTS FORM
Each Proposal must be accompanied by this form. Failure to provide this form will cause the Proposal to be deemed non-responsive and that Proposal will not be considered for further evaluation. As used in this form, “Proposer” means Proposer or any 10% or greater owner of the proposing company; “Contract Termination” means termination for cause by any other party to a contract with the Proposer; “Settlement” means settlement of any claim or lawsuit brought against Proposer in connection with Proposer’s services; and, “Legal Action” means any lawsuit alleging fraud, breach or any other misconduct by, or filed against, Proposer (Proposer’s Company Name)
No Contract Terminations, Settlements, or Legal Actions By checking the above box, Proposer declares that the Proposer has not had any Contract Terminations, Settlements, or Legal Actions within the past five years of the date signed hereunder and currently does not have any pending Contract Terminations, Settlements, or Legal Actions.

One or More Contract Terminations, Settlements, or Legal Actions By checking the above box, Proposer declares that the Proposer has had either one or more Contract Terminations, Settlements, or Legal Actions within the past five years of the date signed hereunder in which case, Proposer must provide a list for all such contracts and include:

Contract Title, Contract Value, Termination Date, Company Name, Contact Name, Phone Number, and Reasons for and descriptions of the Terminations, Settlements, or Legal Actions.

The Proposer acknowledges that City may: reject any declarations that are not accompanied with the required documentation as described above; or reject any Proposals wherein Proposer has had any Terminations, Settlements, or Legal Actions that City in its sole discretion deems unacceptable.

Signature:

Name/Title
Date:

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REQUEST FOR PROPOSALS
for Ambulance Billing Services
RFP No. 2023.12.14.01

STANDARD FORM F

INSURANCE COMMITMENT FORM
Each Proposal must be accompanied by this form. Failure to provide this form will cause the Proposal to be deemed non-responsive and that Proposal will not be considered for further evaluation.
(Proposer’s Company Name)
Proposer acknowledges that:

City reserves the right to modify the insurance requirements as set for in the Insurance Requirements section of the Agreement including limits, based on nature of the risk, prior experience, insurer, coverage, or other special circumstances.

City’s acceptance and/or approval of the proposer’s insurance documents does not and shall not be construed to relieve proposer of any obligations, responsibilities or liabilities under any resultant Contract.

Proposer’s failure to comply with the required insurance as set forth in the Insurance Requirements of the Agreement is a breach of contract, which may result in one or more of the following: suspension of work, suspension or termination of contract, remuneration of procurement costs for obtaining a replacement contractor, and suspension from submitting future proposals based on proposer’s default.

Proposer, at Proposer’s sole cost and expense, hereby promises and agrees to:

Acquire required insurance set forth in the Insurance Requirements of the Agreement.

Provide policies of insurance from a company or companies having a current A.M. Best's rating of no less than A:VII and admitted and authorized to transact the business of insurance in the State of California prior to commencing any work and allowing any subcontractor to commence work on any subcontract until it has secured all required insurance unless otherwise permitted or waived in writing by City’s Risk Manager.

Maintain in force at all times during the term of any Contract, insurance policies as set forth in the Insurance Requirements of the Agreement; replace any policies whose carrier’s rating falls below A VII with policies that meet or better the required A VII rating no later than the renewal date of the policy; amend, supplement, or endorse existing insurance policies that do not meet the insurance requirements set forth in the Insurance Requirements.

Proposer certifies, represents, and commits to all the Insurance Requirements of the Agreement.

Signature:

Name/Title
Date:

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REQUEST FOR PROPOSALS
for Ambulance Billing Services
RFP No. 2023.12.14.01

STANDARD FORM G

PROPOSER QUALIFICATIONS RESPONSE FORM
(Proposer’s Company Name)
Proposers must have demonstrated trustworthiness, as well as the necessary quality, fitness, capacity, and experience to satisfactorily provide the requirements specified in this Solicitation based on prior experience with city, references, and other available information.

Provide the information requested below. Do not omit or renumber any sections. Refer to attached documents sparingly and only as necessary; and ensure that any documents referred to are numbered according to the outline below.

1. Background.

Please provide the following information about your company:

A. Your company’s full legal name, address, phone, fax, email, website.

B. Prior company names (if any) and years in business; mergers, buyouts, etc.

C. Organizational structure (i.e. corp., LLC, sole proprietorship, etc.).

D. Names and titles of the principal owner(s).

E. Person(s) authorized to make commitments for your company.

F. Special recognition or awards.

Experience.

Provide the following information relative to required services:

G. Summary of Experience with similar kinds of work.

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RFP No. 2023.12.14.01
H. Familiarity with state and federal procedures.

I. Experience working with public agencies.

J. Narrative of the working relationship with current business references for information not already included in the References Form.

Qualifications.

Provide the following information relative to required services:

K. Financial responsibility.

L. Demonstrated Technical Ability.

M. Capability of developing innovative or advanced techniques.

N. Special qualifications, training, credentials.

O. Staff names, titles, role, qualifications, and experience assigned to this project.

P. Designated project manager assigned to this project.

Understanding.

Provide the following information relative to required services:

Q. Understanding of the work to be done based on this Solicitation.

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RFP No. 2023.12.14.01
R. Include issues that you believe will require special consideration for this project.

S. Identify unique approaches or strengths your company has relative to required services.

Approach.

Provide the following information relative to required services:

T. Understanding of the work to be done.

U. Adequacy of labor and resources to satisfactorily perform the requested services and meet the City’s needs.

V. Names and titles of key management personnel.

W. Team to be assigned for these services.

Submitted by:

Signature:

Name/Title
Date:

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REQUEST FOR PROPOSALS
for Ambulance Billing Services
RFP No. 2023.12.14.01

STANDARD FORM H

FIRM PROPOSAL FORM
(Proposer’s Company Name)
FIRM PROPOSAL made by Proposer to the City of Brea:

I, the undersigned, hereby represent and warrant that I am authorized to submit this Proposal on behalf of and to bind the principals who I represent to all the requirements of the City of Brea’s Terms & Conditions, Specifications, Scope or Work, any attachments, exhibits, amendments; and I offer and agree to those requirements at the prices set forth in the Proposal Form. Further, I understand that no contract exists unless City accepts this Proposal by executing the attached Agreement.

Business Name:

Business Address:

Federal ID#:

If any Work is a Public Works Contractor Lic#: DIR#:

Business Type
(Proposer enter a number)

1. Individual/Sole Proprietor or Single-Member LLC; 2. C Corporation;

3. S Corporation; 4. Partnership; 5. Trust/Estate; 6. Limited Liability Co.

By: _______________________________ By: _______________________________ Name: Name:

Title: Title:

Email: Email:

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REQUEST FOR PROPOSALS
for Ambulance Billing Services
RFP No. 2023.12.14.01

PRICE FORM
(Proposer’s Company Name)
Separate and describe your tasks, and associated costs, for the Scope of Services requirements.

Attach additional pages if necessary.

Tasks Description Rate
1 $
2 $
3 $
4 $
5 $
6 $
7 $
8 $
9 $
10 $
Project Total Costs (add above lines) $

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PART III

AGREEMENT &

SCOPE OF SERVICES

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PROFESSIONAL SERVICES AGREEMENT
Ambulance Billing Services
This Professional Services Agreement (“Agreement”) is dated {AgreementDate} for reference purposes and is executed by the City of Brea, a California municipal corporation (“City”), and {ContractorName} a {LegalStatus} (“Contractor”).

RECITALS
A. City desires to retain Contractor as an independent contractor to provide the following professional services: Ambulance Billing Services.

B. Contractor represents that it is duly licensed, fully authorized by law, and has the necessary experience and qualifications, to provide such services.

NOW, THEREFORE, the parties agree as follows:

AGREEMENT

1. Scope of Services.

Contractor shall perform the services referenced in the Recitals, as required by the RFP dated _______________, and more specifically described in the Scope of Services attached hereto as Exhibit “A”, and as otherwise required by this Agreement, all to City’s satisfaction (collectively, “Services”).

2. Compensation.

A. City shall pay for the Services satisfactorily performed, in accordance with the Fee Schedule set forth in Attachment 1 to Exhibit A hereto.

B. In no event shall the total amount paid for the Services over the term of this Agreement exceed the all-inclusive sum of $ {ContractAmount} (“Contract Amount”). This amount covers and is inclusive of all labor, materials, and any and all other costs incurred by Contractor in performing the Services. Contractor shall be deemed to have made all inquiries and site inspections deemed necessary by Contractor prior to execution of this Agreement.

C. Unless the Fee Schedule calls for payment of a one-time flat fee, periodic payments for undisputed work shall be made within 30 days of receipt of an invoice which includes a detailed description of the work performed. Contractor’s invoices shall indicate the amount of time spent on each task and the applicable rate.

D. Unless the Fee Schedule calls for payment on a different schedule, Contractor shall invoice City on a monthly basis.

3. Contingency Work.

The parties may agree on contingency work to be provided as part of the Services. A written amendment to this Agreement shall be executed for contingency work that increases the Contract Amount by more than {ContingencyPercent} percent. The City Manager, or designee, is authorized to approve, in writing, contingency work that is below the foregoing limit. Contractor’s

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PROFESSIONAL SERVICES AGREEMENT
Ambulance Billing Services
monthly invoice shall include a detailed description of any approved, contingency work. Any work performed by Contractor without a written amendment or approval of the City Manager, or designee, shall be deemed to be work included within the Services.

4. Term.

The term of this Agreement shall commence on {TermStartDate} (“Effective Date”).

Unless extended or earlier terminated as provided herein, this Agreement shall expire on {TermEndDate} or upon satisfactory completion of the Services, whichever occurs first.

5. Time of Performance.

A. Contractor shall complete the Services within the term of this Agreement, and shall meet any other established and agreed upon schedules and deadlines agreed upon in writing.

Contractor shall commence performance within two business days of receiving City’s written notice to proceed.

B. Force Majeure. Neither party shall be considered in default of this Agreement for delays in performance caused by a force majeure event. As used in this Agreement, the term “force majeure event” means circumstances beyond the reasonable control of the non-performing party and includes the following: abnormal weather conditions; floods; earthquakes; fire; epidemics; war; riots and other civil disturbances; strikes, lockouts, work slowdowns, and other labor disturbances; sabotage; or judicial restraint. Contractor’s lack of financial capability, shall not constitute a force majeure event unless directly attributable to any of the foregoing events.

C. Should a force majeure event occur, the non-performing party shall, within a reasonable time of being prevented from performing, give written notice to the other party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement.

6. Maintenance of Records.

Books, documents, papers, accounting records, and other evidence pertaining to the Services, including costsincurred,shall be maintained byContractor and made available for review by City at all reasonable times during the term of this Agreement and for four (4) years from the date of final payment by City.

7. Standard of Care.

Contractor’s Services shall be performed in accordance with the generally accepted professional standards of practice and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of the profession currently performing similar services under similar conditions. Contractor shall maintain all professional licenses and certifications required to lawfully perform the Services.

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PROFESSIONAL SERVICES AGREEMENT
Ambulance Billing Services

8. Compliance with Law.

A. In performing the Services, Contractor shall comply with all applicable local, State, and federal laws, statutes, regulations and orders including HIPAA, California Civil Code Section

56.10, et seq., Cal/OSHA requirements, and any and all other laws and statutes referenced in the RFP.

B. Contractor shall obtain a City of Brea business license.

9. Assignment and Subcontracting.

A. Contractor shall not assign or transfer this Agreement or any rights or obligations under, or any interest in this Agreement, or subcontract any required performance hereunder, without the prior written consent of City, which may be withheld for any reason. City shall be deemed to have approved Contractor’s utilization of subcontractors identified in Contractor’s proposal for the Services.

B. Any attempt to so assign, transfer, or subcontract without City’s prior written consent shall be void and shall constitute grounds for City’s termination of this Agreement.

Authorized subcontracts shall contain a provision making the subcontractor subject to all requirements of this Agreement.

C. If use of a subcontractor is approved, then City may withhold 5% of each monthly payment to Contractor. Such retention shall be released upon City’s receipt of an unconditional release of all claims signed by any such subcontractor, as to work performed to date.

10. Independent Contractor.

A. Contractor is retained as an independent contractor and is not an employee of City.

No employee or agent of Contractor is or shall become an employee of City.

B. Contractor will determine the means, methods, and details by which Contractor’s personnel will perform the Services. Contractor shall be solely responsible for the satisfactory work performance of all personnel engaged in performing the Services and compliance with the customary professional standards.

C. Contractor’s personnel shall not wear or display any City uniform, badge, identification number, or other information identifying such individual as an employee of City.

Contractor’s personnel shall not use any City e-mail address or City telephone number in the performance of the Services. Contractor shall acquire and maintain at its sole cost and expense such vehicles, equipment and supplies as Contractor’s personnel require to perform the Services.

Contractor shall perform the Services off of City premises at locations of Contractor’s choice, except as otherwise may from time to time be necessary in order for Contractor’s personnel to receive projects from City, review plans on file at City, pick up or deliver any work product, or as may be necessary to inspect or visit City locations. City may make a computer available to Contractor from time to time for Contractor’s personnel to obtain information about or to check on the status of projects pertaining to the Services.

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D. Contractor shall be responsible for and pay all wages, salaries, benefits and other amounts due to Contractor’s personnel in connection with the Services. Contractor shall be responsible for all reports and obligations respecting such additional personnel, including Social Security taxes, other retirement or pension benefits, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. Contractor and its officers, employees, agents, and subcontractors shall not become entitled to, and hereby waive any claims to, any wages, salaries, compensation, benefit or any incident of employment by City, including eligibility to enroll in, or reinstate to membership in, the California Public Employees Retirement System (“PERS”) or any other retirement program, as an employee of City, and entitlement to any contribution to be paid by City for employer contributions or employee contributions for PERS benefits or any other retirement benefits.

11. PERS Compliance.

The parties acknowledge that City is a local agency member of PERS, and as such has certain pension reporting and contribution obligations to PERS on behalf of qualifying employees.

Contractor agrees that, in providing its employees and any other personnel to City to perform the Services, Contractor shall assure compliance with the Public Employees’ Retirement Law (Government Code Section 20000 et seq.), the regulations of PERS, and the Public Employees’ Pension Reform Act of 2013 (Government Code Section 7522 et seq.). Without limitation to the foregoing, Contractor shall assure compliance with regard to personnel who have active or inactive membership in PERS and to those who are retired annuitants and in performing this Agreement shall not assign or utilize any of its personnel in a manner that will cause City to be in violation of the applicable retirement laws and regulations.

12. Insurance.

Unless otherwise permitted or waived in writing by City’s Risk Manager, Contractor shall not commence work until it has secured all insurance required under this section and provided evidence thereof that is acceptable to City. In addition, Contractorshall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this section.

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b. Personal Injury/Advertising Injury
c. Premises/Operations Liability
d. Products/Completed Operations Liability
e. Aggregate Limits that Apply per Project
f. Contractual Liability with respect to this Agreement g. Broad Form Property Damage
h. Independent Contractors Coverage
iv. The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; (3) products/completed operations liability; or (4) contain any other exclusion contrary to this Agreement.
v. The policy shall be endorsed to name City, its officials, officers, employees, agents,servants, designated volunteers and agentsserving as independent contractors in the role of City officials, as additional insureds using ISO endorsement forms CG 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage.
vi. The general liability coverage may utilize deductibles or provide coverage excess of a self-insured retention, only if approved by City’s Risk Manager in writing, and further provided that such deductibles shall not apply to coverage of the additional insureds.

B. Automobile Liability
i. Contractor shall maintain Automobile Liability Insurance for bodily injury and property damage including coverage for owned, non-owned and hired vehicles, in a form and with insurance companies acceptable to City.
ii. Coverage for automobile liability insurance shall be at least as broad as Insurance Services Office Form Number CA 00 01 covering automobile liability (Coverage Symbol 1, any auto).
iii. The policy shall be endorsed to name City, its officials, officers, employees, agents, servants, designated volunteers and agents serving as independent contractors in the role of City officials, as additional insureds.
iv. Subject to City’s written approval, the automobile liability coverage may utilize deductibles or provide coverage excess of a self-insured retention, provided that such deductibles shall not apply to coverage of the additional insureds.

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C. Workers’ Compensation/Employer’s Liability
i. Contractor certifies that Contractor is aware of the provisions of Labor Code Section 3700 which requires every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she/it will comply with such provisions before commencing work under this Agreement. ii. Contractor shall maintain full compensation insurance for its employees in accordance with the Workers’ Compensation and Insurance Act (Labor Code Section 3200 et seq.) and Employer’s Liability Coverage in amounts indicated herein. Contractor shall require all subcontractors to obtain and maintain workers’ compensation coverage of the same type and limits as specified in this section.

D. Professional Liability (Errors and Omissions)
Contractor shall maintain professional liability or errors and omissions insurance appropriate to its profession, in a form and with insurance companies acceptable to City and with the limits required herein. This insurance shall be endorsed to include contractual liability applicable to this Agreement and shall be written on a policy coverage form specifically designed to protect against acts, errors or omissions of Contractor in the performance of professional services. “Covered Professional Services” as designated in the policy must specifically include work performed under this Agreement. The policy must “pay on behalf of” the insured and must include a provision establishing the insurer's duty to defend.

E. Cyber Liability
If Cyber Liability is included in the Minimum Policy Limits Required below, then Contractor shall maintain cyber liability insurance providing protection against claims and liabilities arising from: (i) errors and omissions in connection with maintaining security of City Data (as defined below); (ii) data breach including theft, destruction, and/or unauthorized use of City Data; (iii) identity theft including bank charges assessed; and (iv) violation of privacy rights due to a breach of City Data.

F. Minimum Policy Limits Required
i. A.M. Best's Rating
Each policy of insurance required herein shall be from a company or companies having a current A.M. Best's rating of no less than A:VII and admitted and authorized to transact the business of insurance in the State of California.
ii. The following insurance limits are required for this Agreement:

If ☒, then required Combined Single Limit

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☒Commercial General Liability $1,000,000 per occurrence/ $2,000,000 aggregate for bodily injury, personal injury, and property damage
☒Automobile Liability $2,000,000 per occurrence (any auto) for bodily injury and property damage
☒Workers’ Compensation In the amount required by California law ☒Employer’s Liability $1,000,000 per occurrence
☒Professional Liability $2,000,000 per claim and aggregate (errors and omissions) ☒Cyber Liability $2,000,000 per occurrence
iii. Defense costs shall be payable in addition to the limits. iv. Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. Any available coverage shall be provided to the parties required to be named as additional insured pursuant to this Agreement.

G. Proof of Insurance
Within five days of execution of this Agreement, but prior to commencement of the Services, Contractor shall file with City evidence of insurance from an insurer or insurers certifying to the coverage of all insurance required herein. Such evidence shall include original copies of the ISO CG 00 01 (or insurer’s equivalent) signed by the insurer’s representative and Certificate of Insurance (Acord Form 25-S or equivalent), together with required endorsements. All evidence of insurance shall be signed by a properly authorized officer, agent, or qualified representative of the insurer and shall certify the names of the insured, any additional insureds, where appropriate, the type and amount of the insurance, the location and operations to which the insurance applies, and the expiration date of such insurance.

PROFESSIONAL SERVICES AGREEMENT
Ambulance Billing Services
iii. The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. If a “claims-made” professional liability policy is provided, it shall include an extended reporting period of not less than three years. iv. All required insurance coverages, except for the professional and cyber liability coverage, shall contain or be endorsed to provide a waiver of subrogation in favor of City, its officials, officers, employees, agents, servants, designated volunteers and agents serving as independent contractors in the role of City officials, or shall specifically allow Contractor or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Contractor hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subcontractors. v. The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability. Further the limits set forth herein shall not be construed to relieve Contractor from liability in excess of such coverage, nor shall it limit Contractor’s indemnification obligations to City or preclude City from taking such other actions available to City under other provisions of this Agreement or law.

I. Additional Insurance Provisions
i. The foregoing requirements as to the types and limits of insurance coverage to be maintained by Contractor, and any approval of such insurance by City, are not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by Contractor pursuant to this Agreement, including the provisions concerning indemnification. ii. If at any time during the term of this Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Contractor or City will withhold amounts sufficient to pay premium from Contractor payments. In the alternative, City may terminate this Agreement for cause.
iii. City may require Contractor to provide for inspection by City, complete copies of all insurance policies in effect for the duration of the Agreement. iv. No City official, officer, employee, agent or volunteer shall be personally responsible for any liability arising under or by virtue of this Agreement. v. The insurance obligations under this Agreement shall be: (1) all the insurance coverage and/or limits carried by or available to Contractor; or (2) the minimum insurance coverage requirements and/or limits shown in this Agreement; whichever is greater. Any insurance proceeds in excess of or broader than the minimum required coverage and/or minimum required limits, which are applicable to a given loss, shall be available to City. No representation is made that the minimum insurance requirements of this Agreement are sufficient to cover the obligations of Contractor under this Agreement.

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J. Subcontractor Insurance Requirements
Contractor shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to City that it has secured all insurance required under this section. Policies of commercial general liability insurance provided by such subcontractors shall be endorsed to name City, its officials, officers, employees, agents, servants, designated volunteers and agents serving as independent contractors in the role of City officials as additional insureds, using ISO form CG 20 38 04 13 or an endorsement providing the same coverage. If requested by Contractor, City may approve different scopes or minimum limits of insurance for particularsubcontractors.

13. Indemnification.

A. Other than in the performance of professional services, and to the fullest extent permitted by law, Contractor shall defend (with counsel reasonably approved by City), indemnify and hold City, its officials, officers, attorneys, agents, employees, servants, designated volunteers, successors, assigns and those City agents serving as independent contractors in the role of City officials (collectively “Indemnitees”) free and harmless with respect to any and all claims, demands, causes of action, costs, expenses, liabilities, losses, damages, stop notices and/or injury of any kind, in law or equity, to property or persons, including bodily injury, wrongful death, personal injury and property damage, and destruction, or unauthorized access to, use, theft of City Data, and/or breach of this Agreement (collectively, “Claims”) in any manner and to the extent arising out of, pertaining to, or incidental to any act, error, omission, or willful misconduct of Contractor, its owners, officials, officers, employees, servants, subcontractors, consultants or agents (and/or any entity or individual for whom Contractor shall bear legal liability) in connection with the performance of the Services including the payment of all damages, expert witness fees and attorney’s fees and other related costs and expenses actually incurred in connection with such defense. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Contractor, or by City or any of the other Indemnitees. Contractor shall have no liability hereunder for claims and liabilities arising out of the sole, active negligence of any of the Indemnitees.

B. Professional Services. To the fullest extent permitted by law, Contractor shall, at its sole cost and expense, protect, defend, hold harmless and indemnify the Indemnitees, from and against any and all Claims, whether actual, alleged or threatened, to the extent arising out of, pertaining to, or relating to, in whole or in part, the negligence, recklessness or willful misconduct of Contractor, and/or its officers, agents, servants, employees, subcontractors, contractors or their officers, agents, servants or employees (and/or any entity or individual for whom Contractor shall bear legal liability) in the performance of professional services under this Agreement. Contractor shall defend the Indemnitees in any action or actions filed in connection with any Claims with counsel of the Indemnitees’ choice, and shall pay all costs and expenses, including all attorneys’ fees and experts’ costs, actually incurred in connection with such defense.

C. Contractor’s obligations under this Section shall survive the expiration or termination of this Agreement.

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14. Laws and Venue.

This Agreement shall be interpreted in accordance with the laws of the State of California without regard for change of venue laws. If any action is brought to interpret or enforce any term of this Agreement, the action shall be brought in a state or federal court situated in the County of Orange, State of California. Contractor must comply with the claim procedures set forth in the Government Claims act (Government Code Section 810, et seq.) prior to filing any lawsuit against City.

15. Termination.

A. City may terminate any portion or all of the Services or this Agreement with or without cause by giving 10 days’ written notice to Contractor. In such event, City shall be immediately given title to and possession of all Work Product (as defined) below and original field notes, drawings and specifications, written reports and all other documents produced or developed pursuant to this Agreement. Provided Contractor is not then in breach, City shall pay Contractor for any portion of the Services satisfactorily completed prior to termination. If termination occurs prior to completion of any specific task for which a payment request has not been received, the chargefor Services performed shall be the reasonable value of such Services, based on an amount agreed to by the parties. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Contractor shall not be entitled to payment for unperformed Services, and shall not be entitled to damages or compensation resulting from such termination.

B. Contractor may terminate this Agreement only for cause and by serving written notice of termination to City, provided Contractor has first served City with a written notice of default and demand to cure, and City has failed to cure such default within 30 days of receipt of such notice.

16. Ownership of Work Product.

A. All draft and final reports, documents, and other written material, and any and all images, ideas, concepts, designs including website designs, source code, object code, electronic data and files, and/or other media whatsoever created or developed by Contractor in the performance of this Agreement (collectively, “Work Product”) shall be considered to be “works made for hire” for the benefit of City. All Work Product and any and all intellectual property rights arising from their creation, including all copyrights and other proprietary rights, shall be and remain the property of City without restriction or limitation upon their use, duplication or dissemination by City upon final payment being made, provided that any such use shall be at City’s sole risk. Contractor shall not obtain or attempt to obtain copyright protection as to any of the Work Product. Contractor agrees that the compensation set forth in Section 2 of this Agreement includes conveyance to City of ownership of all Work Product, including intellectual property rights, as provided in this Section 16.

B. Contractor hereby assigns to City all rights of ownership to the Work Product, including any and all related intellectual property and proprietary rights, that are not otherwise vested in City pursuant to subsection A above.

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C. Contractor warrants and represents that it has secured all necessary licenses, consents or approvals necessary to the production of the Work Product, and that upon final payment or Contractor’s default, City shall have full legal title to the Work Product, and full legal authority and the right to use and reproduce the Work Product for any purpose. Contractor shall defend, indemnify and hold City, and the other Indemnitees harmless from any and all losses, claims or liabilities in any way related to a claim that City’s use of any of the Work Product violates federal, state or local laws, or any contractual provisions, or any rights or laws relating to trade names, licenses, franchises, copyrights, patents or other means of protecting intellectual property rights and/or interests in products, ideas or inventions. Contractor shall bear all costs arising from the use of patented, copyrighted, trade secret or trademarked documents, materials, equipment, devices or processes in connection with its provision of the Work Product produced under this Agreement. In the event the use of any of the Work Product or other deliverables hereunder by City is held to constitute an infringement and the use of any of the same is enjoined, Contractor, at its expense, shall: (a) secure for City the right to continue using the Work Product and other deliverables by suspension of any injunction, or by procuring a license or licenses for City; or (b) modify the Work Product and other deliverables so that they become non-infringing while remaining in compliance with the requirements of this Agreement. Contractor’s obligations under this Section shall survive the expiration or termination of this Agreement.

17. Data Security.

A. As used in this Agreement, “City Data” means any and all information and data provided or made accessible, directly or indirectly, to Contractor by City, or otherwise acquired from City, in connection with Contractor’s performance of the Services. Except where subject to a third party’s intellectual property rights, any and all City Data is solely owned by City. Contractor is granted a limited, non-exclusive, and revocable license to use City Data solely as necessary to perform the Services. At no time shall Contractor use City Data for its own purposes, or sell, disclose or disseminate City Data, except as required by law or to provide the Services. At all times herein, Contractor shall protect and maintain the security of City Data using methods providing not less than the level of security Contractor uses for its own confidential data, and that otherwise comply with recognized industry data security standards applicable to similar kinds of governmental data and information.

B. To the extent any City Data consists of personal information as defined in the California Consumer Privacy Act (Civil Code Section 1798.100, et seq.), Contractor shall comply with that Act and with Civil Code Section 1798.82 including providing the required notifications in the event of any unauthorized access of personal information stored, maintained, accessed, used or transmitted by Contractor in connection with this Agreement. Notwithstanding the foregoing, Contractor shall within 24 hours notify the City Representative by telephone and in writing of any unauthorized access of City Data. Thereafter, Contractor shall render any assistance to City and law enforcement as necessary to ascertain the nature and extent of such unauthorized access.

C. Contractor shall not store City Data using cloud-based storage without City’s prior, written consent, unless the use of such storage is clearly described in the Scope of Services. Where permitted herein, any and all cloud based storage shall be on servers and other hardware located within the continental United States, and shall be in compliance with ISO/IEC 27001 - 27018, as applicable, unless otherwise agreed to in writing by the City Representative.

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18. Party Representatives.

A. Contractor hereby designates {ContractorRepName}, or such person’s designee, as Contractor’s Representative for this Agreement, unless and until written notice of a new representative acceptable to City is provided to City.

B. City hereby designates {CityRepName} or such person’s designee, as the City Representative for this Agreement.

C. The foregoing representatives shall be authorized to provide consent where required herein, and to make other administrative decisions that will be binding on their respective party, except as otherwise specifically required herein.

19. Notices.

Any notices, invoices, or other documents related to this Agreement shall be deemed received on: (a) the day of delivery, if delivered by hand during the receiving party’s regular business hours or by e-mail before or during the receiving party’s regular business hours; (b) the business day after delivery, if delivered by e-mail after the receiving party’s regular business hours; or (c) on the second business day following deposit in the United States mail, certified mail with return receipt requested and postage prepaid, to the addresses listed below, or to such other addresses as the parties may, from time to time, designate in writing.

City Contractor
City of Brea {ContractorFullName}
1 Civic Center Circle {ConPMStreetAddress}
Brea, CA 92821 {ConPMcity}, {ConPMstate} {ConPMzip}
United States {ConPMCountry}
{CityPMName} {ConPMName}
{CityPMEmail} {ConPMEmail}
{CityPMPhone} {ConPMPhone}

20. Third Party Rights.

Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than City and Contractor.

21. Conflicts of Interest.

A. Contractor covenants that it presently has no interest, and shall not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services. Contractor certifies that no one who has or will have any financial interest under this Agreement is an officer or employee of City.

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B. Contractor further covenants that, in the performance of this Agreement, no subcontractor or person having any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services shall be employed.

Contractor has provided City with a list of all City-approved subcontractors and the key personnel for such subcontractors that are retained or to be retained by Contractor in connection with the performance of the Services, to assist City in affirming compliance with this Section.

C. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Agreement. Further, Contractor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. If required, Contractor further agrees to file, or shall cause its employees orsubcontractors to file, a Statement of Economic Interest with the City Clerk as required under state law in the performance of the Services. For breach or violation of this warranty, City shall have the right to terminate this Agreement without liability. No director, official, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

22. Severability.

The unenforceability, invalidity or illegality of any provision(s) of this Agreement shall not render the provisions unenforceable, invalid or illegal.

23. Successors and Assigns.

This Agreement shall be binding upon and shall inure to the benefit of the successors in interest, executors, administrators and assigns of the parties.

24. Non-Waiver.

None of the provisions of this Agreement shall be considered waived by either party, unless such waiver is specified in writing, and any such waivershall be limited to that set of circumstances and not to any future circumstances unless another written waiver is executed.

25. Time of Essence.

Time is of the essence in each and every provision of this Agreement.

26. City’s Right to Employ Other Contractors.

City reserves its right to employ other contractors to provide the Services or similar services.

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27. Exhibits.

The attached {ExhibitsAttached} are incorporated herein by reference. In the event of any conflict or inconsistency between the provisions of this Agreement and any Exhibit, the provisions of this Agreement shall govern. In the event of any conflict or inconsistency between the provisions of the Scope of Services and Specifications Requirements and the Contractor’s Proposal, if any, set forth in Attachment 1 to Exhibit A hereto, the provisions of the Scope of Services and Specifications Requirements shall govern.

28. Entire Agreement.

This Agreement (including the attached Exhibits) represents the entire understanding of the parties as to the Services, and supersedes and cancels any prior or contemporaneous oral or written understanding, promises or representations with respect to those matters. Each party acknowledges that no representations, inducements, promises or agreements have been made by any person which are not incorporated herein, and that any other agreements shall be void. This Agreement may not be modified or altered except in writing signed by both parties. This is an integrated Agreement.
[SIGNATURES ON FOLLOWING PAGE]

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TO EXECUTE THIS AGREEMENT, the Parties have caused their authorized representatives to sign below. Digital Signatures are acceptable if they conform to all requirements of California Government Code Section 16.5.
{ContractorFullName}
By: __________________________ By: __________________________ {ConSigner1Name} {ConSigner2Name}
{ConSigner1Title} {ConSigner2Title}
{ConSigner1Email} {ConSigner2Email}
Date Signed: _______________ Date Signed: _______________ CORPs: Chairperson, President, Vice President;
LLCs: Manager
CORPs: Secretary, Asst. Secretary, Chief Finance
Officer, Asst. Treasurer
LLCs: Manager
[Pursuant to California Corporations Code Section 313, both signature lines must be executed unless the signatory holds at least one of the offices designated on each line.] [Pursuant to California Corporations Code Section 17703.01(d), both signature lines must be executed unless the articles of incorporation state that the firm is managed by only one manager.] City of Brea Attest (if over $25,000)
By: __________________________ By: __________________________ {CitySignerName} {AttestName}
{CitySignerTitle} {AttestTitle}
{CitySignerEmail} {AttestEmail}
Date Signed: _______________ Date Signed: _______________

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PROFESSIONAL SERVICES AGREEMENT
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EXHIBIT A
Scope of Services and Specifications Requirements
Objective:

The City of Brea (“City”) is seeking proposals from qualified proposers interested in providing emergency medical and ambulance billing services with an optional item to also provide debt collection services. The City desires to enter into an agreement for professional services with an experienced and effective contractor that minimizes City costs, maximizes the use of available data and technology, provides excellent client and customer service, and performs thorough and complete preparation and mailing of invoices for emergency medical and ambulance billing services (including preparing, invoicing, categorizing, recording, monitoring, supervising, and managing the emergency medical and ambulance transportation billing).

Contract Term: Five (5) years
Minimum Qualifications:
• Contractor must have successfully completed services, similar to those specified in this Scope of Services, for other local municipal government agencies within California and are licensed, insured, bondable, and Health Insurance Portability and Accountability Act (HIPAA) compliant in the State of California.
• Contractor’s proposal shall demonstrate a minimum of five (5) years of documented and successful experience with contemporary paramedic and emergency ambulance service billing.

Experience must include the filing of claims with governmental programs such as the Centers for Medicare and Medicaid (CMS) as well as commercial health insurance providers (HMOs and PPOs), and the processing of at least 3,500 transports per year. To demonstrate competency, the Contractor shall provide an analysis of 2021-2022 net collection rates and percentage of accounts released to a third party/bad debt collection agency.
• Meet the insurance requirements detailed in this RFP document.

Note that any unsatisfactory references or unsatisfactory work performance with the City may eliminate the proposer from further consideration.

Proposers who do not meet the Minimum Qualifications may be disqualified.

Description:

The project scope of work requires professional support services in the invoicing, categorizing, recording, monitoring, supervision, and managing of ambulance billing and emergency medical services (EMS) cost recovery systems and services. The instructions contained herein must be followed for competitive proposals to be considered responsive to this RFP.

Overview:

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The City of Brea ("City") is a close-knit community of about 47,000 residents, located about thirty miles from Los Angeles in northeast Orange County and at the juncture of three of California's most populous counties: Los Angeles, Riverside and San Bernardino. The City is an employment, shopping, and entertainment hub that hosts over 100,000 people each day within its twelve square miles. Brea is a "full -service city" and takes pride in its approach to providing city services and has been regulating ambulance service within the City for more than 40 years.

Today, the Brea Fire Department provides 24-hour emergency response to a wide variety of critical situations including fires, explosions, hazardous materials, medical emergencies, traffic collisions, and active shooter. The Department's primary mission is to effectively and efficiently deliver life safety fire services and emergency medical services ("EMS"). Brea currently utilizes a third-party ambulance transport company but is developing an in-house ambulance program.

The Brea Fire Department has four, strategically located fire stations which deploy emergency resources to residential, commercial and wildland interface areas. The department is comprised of 49 fire professionals who responded to approximately 3,660 EMS related incidents in 2022.

The Brea Fire Department's fire-based Advanced Life Support ("ALS") program provides a minimum of two Firefighter/Paramedics on Brea Engine 1, Brea Truck 2, and Brea Engine 3.

These four -person staffed ALS fire units enable our crews to remain flexible and handle any type of emergency that occurs in or around Brea.

In 2022, the City reassessed the Advanced Life Support (ALS) Transport Base Fee. Based on a fee analysis, the city’s ALS Transport fee is currently $379.77. The fee is currently collected by the City’s third-party ambulance transport provider and passed through to the City at a reimbursement rate of 85%.

The below chart reflects projected BFD EMS service data that is for informational purposes only and is no guarantee of future billings or payor mix. The response data has been rounded.

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Total Runs 2,580
ALS1/ALS2 40% of Total Runs 1,032
BLSE 60% of Total Runs 1,548
Average ALS Transport Charge $2,295.82
Average BLSE Transport Charge $1,908.47
PaySource Run Percentage ALS BLSE ALS BLSE ALS BLSE
Payment % of
Charges
Insurance 15.00% 155 232 $355,392.94 $443,146.73 $305,637.92 $381,106.19 86% Private Pay 8.00% 83 124 $189,542.90 $236,344.92 $11,372.57 $14,180.70 6% Medicare/MediCare HMO/Worker Comp/VA 53.00% 547 820 $1,255,721.71 $1,565,785.13 $337,789.14 $366,393.72 25% MediCal/MediCal HMO 24.00% 248 372 $568,628.70 $709,034.77 $267,255.49 $400,604.65 51% 100.00% $2,369,286.24 $2,954,311.56 $922,055.13 $1,162,285.25 Average payment per transport $807.88
Total Runs 150
Assessment at Scene 3% of Total Runs 5
First Resonder 97% of Total Runs 146
Average Assessment at Scene Charge $280.81
Average First Responder Charge $275.38
PaySource Run Percentage TNT
First
Responder TNT
First
Responder TNT
First
Responder
Payment % of
Charges
Insurance 14.00% 1 20 $176.91 $5,609.49 $153.91 $4,880.26 87% Private Pay 67.00% 3 97 $846.64 $26,845.42 $245.53 $7,785.17 29% Medicare/MediCare HMO/Worker Comp/VA 2.00% 0 3 $25.27 $801.36 $7.83 $280.47 33% MediCal/MediCal HMO 17.00% 1 25 $214.82 $6,811.52 $19.33 $204.35 7% 100.00% $1,263.65 $40,067.79 $426.61 $13,150.25
*Average Mileage 4 Average payment per transport $90.51 Using OCFA latest rates 01/01/2023
Grand Total Payments $2,097,917.24
MediCare
Alloweds
MediCal
Alloweds
ALS1 $ 581.26 $ 1,065.12
BLSE1 $ 489.48 $ 1,065.12
ALS1 $2,219.62 Mileage $ 8.71 $ 3.19
ALS2 $2,219.62 Average ALS1 $ 616.10 $ 1,077.88
BLSE1 $1,832.27 Average BLSE1 $ 524.32 $ 1,077.88
Mileage $19.05
City of Brea Ambulance FY 23-24
Transports
Non Transports
Gross Percentage 32.85%
Charges Payments
Sub-Total
Grand Total $41,331.44
Rates
$13,576.86
Gross Percentage 39.15%
Charges Payments
Sub-Total
Grand Total $5,323,597.80 $2,084,340.38

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PROFESSIONAL SERVICES AGREEMENT
Ambulance Billing Services
Scope of Services
The Contractor shall 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 in two methodologies: a fee-based percentage of actual collected revenue; and 2) a per-call fee for each incident (if applicable). No “up front” or ongoing costs will be borne by the City nor will the City provide any staff to support the billing and collection of such services identified in this scope of services. The list below describes the minimum services required by Contractor.

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. Notwithstanding the foregoing, Contractor shall coordinate its billing cycle to be consistent with the City finance department’s accounts receivables policy and schedule prior to commencing services.

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 Brea 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.

Contractor must specify if this customer services is included in cost proposal or if it is a separate fee (i.e. per-call).

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.

5. Contractor shall make outgoing contacts with City accounts identifying themselves as “Ambulance Billing Services for the City of Brea” 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.

6. 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.

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Ambulance Billing Services

7. Contractor shall demonstrate the ability to evaluate individual ePCRs, with specific direction provided by City, and in cooperation with a third-party ambulance transport company. This may be unpredictable and cannot be automated for routine handling due to the variance of information and patient care and needs.

8. Contractor shall research and follow up on all accounts with inadequate billing information to include:
• Contact the third- party ambulance company for missing and/or incomplete information in the ePCRs.
• Contact receiving hospital for missing and/or incomplete billing information needed from the admitting/registration records.
• Contact patient family members or emergency contacts for information. • Refer to zip code/street directions for incomplete/missing address information. • Make inquiries to the patient via mail, phone, or similar means.

9. Contractor shall aid City in program and fee studies by providing data, industry standards, revenue projections, etc. as requested by City.

10. 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 ambulance company, 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. Proposers shall provide a complete package describing billing and collections, follow-up, account posting, and accounts receivable reconciliation, and reporting services.

11. 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.

12. Contractor shall maintain updated and current technology that will continuously provide the highest level of reimbursement and customer service possible.

13. 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 three (3) 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.

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PROFESSIONAL SERVICES AGREEMENT
Ambulance Billing Services

14. 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.

15. 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.

16. 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.

17. 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.

18. 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 or incomplete information. Contractor to provide time frames for completing each step in the process.

19. 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.

20. 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.

21. 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. Reports may be modified periodically on specific issues or needs that arise, and new reports not specifically identified in this RFP 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.

22. Contractor shall provide a monthly reconciliation of the data received from the BFD or third-party ambulance company ePCRs with the amount billed to customers, explaining

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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.

23. 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.

24. 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.

25. 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.

26. 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.

27. Contractor shall have the ability to handle third party payor submission inquiries regarding insurance claims.

28. 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.).

29. 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.

30. Contractor shall provide its procedures in handling delinquent accounts before referring the accounts to the City for bad debt collection authorization. Contractor shall provide a weekly report of all recommended accounts, with detailed notes on the servicing of each account and reason why the account was unable to be collected. 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.

31. Contractor shall be able to electronically transmit delinquent accounts to the City’s debt collection agency, currently United Resources Systems (URS) on a monthly basis.

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PROFESSIONAL SERVICES AGREEMENT
Ambulance Billing Services

32. 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 Brea and/or the Brea Fire Department and/or any of its employees acting in the scope of their employment.

33. 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.

34. 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.

35. 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.

36. 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.

37. 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.

38. 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.

39. Contractor will process all customer payments in accordance with applicable Payment Card Industry (PCI) security requirements.

40. 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

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PROFESSIONAL SERVICES AGREEMENT
Ambulance Billing Services
regulations regarding protected health information, including the Health Insurance 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.

41. Contractor shall comply with all federal and state regulations and applicable Medicare and 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.

Debt Collection Services (Optional)
In addition, the City is interested in obtaining proposals for debt collection services for delinquent ambulance billing services. Contractors that are able to provide ambulance billing services and debt collection services shall include a cost proposal based upon the below optional scope of services. All services are to be provided a fee-based percentage of actual collected revenue.

The scope of services shall include, but is not limited to, the following:

1. Provide standard accepted collection procedures within 20 days from the date of assignment.

2. Report, correct and/or delete credit bureau reporting and provide evidentiary documentation to the City. The City retains the right to recall any debt, without charge or penalty, any accounts assigned for collections. Upon recall by the City, no further collection efforts on recalled accounts will be undertaken. If the account being recalled has been reported to any credit bureau, it is expected to be immediately cleared from the customer’s credit report and provide written confirmation of such upon request.

3. Comply with federal and state regulations regarding fair debt collections practices.

Collection shall be conducted through ethical and lawful means with the highest level of customer service.

4. Maintain separate files for each account for audit purposes. Audit of any and all assigned records is at the discretion of the City.

5. Maintain confidentiality on all accounts assigned by the City.

6. Maintain a disaster recovery plan to protect the City’s receivables and the confidentiality of the information contained therein.

7. Accept data from the City or the City’s third-party ambulance billing provider, in both paper and electronic formats. The assignment will include the following information, if available, and any other relevant information in the City’s possession at the time of referral as deemed appropriate: Name(s); Address; Type of Account; Unpaid Balance, date of birth

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Ambulance Billing Services
and driver’s license (if on file), phone numbers, account numbers, and account start and stop dates.

8. Immediate return of all accounts still pending upon termination of contract by any party.

9. Accept and process credit card payments via telephone. Accept and process electronic payments from debtors. The debtor is responsible for all costs associated with this service, including but not limited to payment of the merchant’s fee.

10. Bear all expenses and costs incurred to effect collection of any account referred to them by the City, including but not limited to litigation and transportation.

11. Remit all monies collected, less collection fees, monthly to the City. Remittance should include a breakdown by debtor, type of account, amount outstanding and amount paid.

12. Provide electronic monthly reports detailing:
• Status of each account with customer pertinent information • Monthly status of accounts, including assigned and current balance • Collection received during the month
• Percentage of recovery in comparison to the total dollar value of assigned accounts • On as needed basis, ad-hoc reports as requested including but not limited to collections, legal actions, adjustments, updated addresses, and corrections.

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PROFESSIONAL SERVICES AGREEMENT
Ambulance Billing Services
Attachment 1 FEE SCHEDULE
[City’s Pricing Schedule or Contractor’s Proposal Attached]

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PROFESSIONAL SERVICES AGREEMENT
Ambulance Billing Services
This Professional Services Agreement (“Agreement”) is dated Tuesday, April 16, 2024 for reference purposes and is executed by the City of Brea, a California municipal corporation (“City”), and Wittman Enterprises, LLC (“Contractor”).

RECITALS
A. City desires to retain Contractor as an independent contractor to provide the following professional services: Ambulance Billing Services for Fire Services Department.

B. Contractor represents that it is duly licensed, fully authorized by law, and has the necessary experience and qualifications, to provide such services.

NOW, THEREFORE, the parties agree as follows:

AGREEMENT

1. Scope of Services.

Contractor shall perform the services referenced in the Recitals, as required by RFP No. 2023.12.14.01 and more specifically described in the Scope of Services attached hereto as Exhibit “A”, and as otherwise required by this Agreement, all to City’s satisfaction (collectively, “Services”).

2. Compensation.

A. City shall pay for the Services satisfactorily performed, in accordance with the Fee Schedule set forth in Attachment 1 to Exhibit A hereto.

B. In no event shall the total amount paid for the Services over the term of this Agreement exceed the annual all-inclusive sum of $ 150,000.00 (“Contract Amount”). This amount covers and is inclusive of all labor, materials, and any and all other costs incurred by Contractor in performing the Services. Contractor shall be deemed to have made all inquiries and site inspections deemed necessary by Contractor prior to execution of this Agreement.

D. Unless the Fee Schedule calls for payment on a different schedule, Contractor shall invoice City on a monthly basis.

3. Contingency Work.

This Agreement does not include any contingency or additional work. Any additional work performed by Contractor without a written amendment or approval of the City shall be deemed to be work included within the Services.

PROFESSIONAL SERVICES AGREEMENT
Ambulance Billing Services

4. Term.

The term of this Agreement shall commence on Wednesday, April 17, 2024 (“Effective Date”). Unless extended or earlier terminated as provided herein, this Agreement shall expire on Monday, April 16, 2029 or upon satisfactory completion of the Services, whichever occurs first.

5. Time of Performance.

A. Contractor shall complete the Services within the term of this Agreement, and shall meet any other established and agreed upon schedules and deadlines agreed upon in writing.

Contractor shall commence performance within two business days of receiving City’s written notice to proceed.

6. Maintenance of Records.

Books, documents, papers, accounting records, and other evidence pertaining to the Services, including costs incurred, shall be maintained by Contractor and made available for review by City at all reasonable times during the term of this Agreement and for four (4) years from the date of final payment by City.

7. Standard of Care.

PROFESSIONAL SERVICES AGREEMENT
Ambulance Billing Services

8. Compliance with Law.

A. In performing the Services, Contractor shall comply with all applicable local, State, and federal laws, statutes, regulations and orders including HIPAA, California Civil Code Section

56.10, et seq., Cal/OSHA requirements, and any and all other laws and statutes referenced in the RFP.

B. Contractor shall obtain a City of Brea business license.

9. Assignment and Subcontracting.

B. Any attempt to so assign, transfer, or subcontract without City’s prior written consent shall be void and shall constitute grounds for City’s termination of this Agreement.

Authorized subcontracts shall contain a provision making the subcontractor subject to all requirements of this Agreement.

10. Independent Contractor.

A. Contractor is retained as an independent contractor and is not an employee of City.

No employee or agent of Contractor is or shall become an employee of City.

C. Contractor’s personnel shall not wear or display any City uniform, badge, identification number, or other information identifying such individual as an employee of City.

11. Insurance.

Unless otherwise permitted or waived in writing by City’s Risk Manager, Contractor shall not commence work until it has secured all insurance required under this section and provided evidence thereof that is acceptable to City. In addition, Contractor shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this section.

A. Commercial General Liability
i. Contractor shall take out and maintain, in amounts not less than specified herein, Commercial General Liability Insurance, in a form and with insurance companies acceptable to City.
ii. Coverage for Commercial General Liability insurance shall be at least as broad as the following:
a. Insurance Services Office Commercial General Liability coverage (Occurrence Form CG 00 01) or exact equivalent.
iii. Commercial General Liability Insurance must include coverage for the following:
a. Bodily Injury and Property Damage
b. Personal Injury/Advertising Injury
c. Premises/Operations Liability
d. Products/Completed Operations Liability
e. Aggregate Limits that Apply per Project
f. Contractual Liability with respect to this Agreement g. Broad Form Property Damage
h. Independent Contractors Coverage
iv. The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against

PROFESSIONAL SERVICES AGREEMENT
Ambulance Billing Services
another; (3) products/completed operations liability; or (4) contain any other exclusion contrary to this Agreement.
v. The policy shall be endorsed to name City, its officials, officers, employees, agents, servants, designated volunteers and agents serving as independent contractors in the role of City officials, as additional insureds using ISO endorsement forms CG 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage.
vi. The general liability coverage may utilize deductibles or provide coverage excess of a self-insured retention, only if approved by City’s Risk Manager in writing, and further provided that such deductibles shall not apply to coverage of the additional insureds.

C. Workers’ Compensation/Employer’s Liability
i. Contractor certifies that Contractor is aware of the provisions of Labor Code Section 3700 which requires every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she/it will comply with such provisions before commencing work under this Agreement. ii. Contractor shall maintain full compensation insurance for its employees in accordance with the Workers’ Compensation and Insurance Act (Labor Code Section 3200 et seq.) and Employer’s Liability Coverage in amounts indicated herein. Contractor shall require all subcontractors to obtain and maintain workers’ compensation coverage of the same type and limits as specified in this section.

PROFESSIONAL SERVICES AGREEMENT
Ambulance Billing Services
services. “Covered Professional Services” as designated in the policy must specifically include work performed under this Agreement. The policy must “pay on behalf of” the insured and must include a provision establishing the insurer's duty to defend.

If ☒, then required Combined Single Limit
Liability $1,000,000 per occurrence/ $2,000,000 aggregate for bodily injury, personal injury, and property damage
☒Automobile Liability $2,000,000 per occurrence (any auto) for bodily injury and property damage
☒Workers’ Compensation In the amount required by California law ☒Employer’s Liability $1,000,000 per occurrence
☒Professional Liability $2,000,000 per claim and aggregate (errors and omissions) ☒Cyber Liability $2,000,000 per occurrence
iii. Defense costs shall be payable in addition to the limits. iv. Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. Any available coverage shall be provided to the parties required to be named as additional insured pursuant to this Agreement.

PROFESSIONAL SERVICES AGREEMENT
Ambulance Billing Services
ISO CG 00 01 (or insurer’s equivalent) signed by the insurer’s representative and Certificate of Insurance (Acord Form 25-S or equivalent), together with required endorsements. All evidence of insurance shall be signed by a properly authorized officer, agent, or qualified representative of the insurer and shall certify the names of the insured, any additional insureds, where appropriate, the type and amount of the insurance, the location and operations to which the insurance applies, and the expiration date of such insurance.

H. Policy Provisions Required
i. Contractor shall provide City at least 30 days prior written notice of cancellation of any policy required by this Agreement, except that Contractor shall provide at least 10 days prior written notice of cancellation of any such policy due to non-payment of premium. If any of the required coverage is cancelled or expires during the term of this Agreement, Contractor shall deliver renewal certificate(s) including the required additional insured endorsement to City at least 10 days prior to the effective date of cancellation or expiration. ii. The Commercial General Liability Policy and Automobile Liability Policy shall each contain a provision stating that Contractor’s policy is primary insurance and that any insurance, self-insurance or other coverage maintained by City or any additional insureds shall not be called upon to contribute to any loss.
iii. retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. If a “claims-made” professional liability policy is provided, it shall include an extended reporting period of not less than three years. iv. All required insurance coverages, except for the professional and cyber liability coverage, shall contain or be endorsed to provide a waiver of subrogation in favor of City, its officials, officers, employees, agents, servants, designated volunteers and agents serving as independent contractors in the role of City officials, or shall specifically allow Contractor or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Contractor hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subcontractors. v. The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability. Further the limits set forth herein shall not be construed to relieve Contractor from liability in excess of such coverage, nor shall it limit Contractor’s indemnification obligations to City or preclude City from taking such other actions available to City under other provisions of this Agreement or law.

PROFESSIONAL SERVICES AGREEMENT
Ambulance Billing Services
Agreement for cause.
iii. City may require Contractor to provide for inspection by City, complete copies of all insurance policies in effect for the duration of the Agreement. iv. No City official, officer, employee, agent or volunteer shall be personally responsible for any liability arising under or by virtue of this Agreement. v. The insurance obligations under this Agreement shall be: (1) all the insurance coverage and/or limits carried by or available to Contractor; or (2) the minimum insurance coverage requirements and/or limits shown in this Agreement; whichever is greater. Any insurance proceeds in excess of or broader than the minimum required coverage and/or minimum required limits, which are applicable to a given loss, shall be available to City. No representation is made that the minimum insurance requirements of this Agreement are sufficient to cover the obligations of Contractor under this Agreement.

J. Subcontractor Insurance Requirements
Contractor shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to City that it has secured all insurance required under this section. Policies of commercial general liability insurance provided by such subcontractors shall be endorsed to name City, its officials, officers, employees, agents, servants, designated volunteers and agents serving as independent contractors in the role of City officials as additional insureds, using ISO form CG 20 38 04 13 or an endorsement providing the same coverage. If requested by Contractor, City may approve different scopes or minimum limits of insurance for particular subcontractors.

12. Indemnification.

A. Other than in the performance of professional services, and to the fullest extent permitted by law, Contractor shall defend (with counsel selected after reasonable consultation with City), indemnify and hold City, its officials, officers, attorneys, agents, employees, servants, designated volunteers, successors, assigns and those City agents serving as independent contractors in the role of City officials (collectively “Indemnitees”) free and harmless with respect to any and all claims, demands, causes of action, costs, expenses, liabilities, losses, damages, stop notices and/or injury of any kind, in law or equity, to property or persons, including bodily injury, wrongful death, personal injury and property damage, and destruction, or unauthorized access to, use, theft of City Data, and/or breach of this Agreement (collectively, “Claims”) in any manner and to the extent arising out of, pertaining to, or incidental to any error, omission, or willful misconduct of Contractor, its owners, officials, officers, employees, servants, subcontractors, consultants or agents (and/or any entity or individual for whom Contractor shall bear legal liability) in connection with the performance of the Services including the payment of all damages, expert witness fees and attorney’s fees and other related costs and expenses actually incurred in connection with such defense. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Contractor, or by City or any of the other Indemnitees. Contractor shall have no liability hereunder for claims and liabilities arising out of the, active negligence of any of the Indemnitees.

B. Professional Services. To the fullest extent permitted by law, Contractor shall, at its sole cost and expense, protect, defend, hold harmless and indemnify the Indemnitees, from and

PROFESSIONAL SERVICES AGREEMENT
Ambulance Billing Services
against any and all Claims, whether actual, alleged or threatened, to the extent arising out of, pertaining to, or relating to, in whole or in part, the negligence, recklessness or willful misconduct of Contractor, and/or its officers, agents, servants, employees, subcontractors, contractors or their officers, agents, servants or employees (and/or any entity or individual for whom Contractor shall bear legal liability) in the performance of professional services under this Agreement. Contractor shall defend the Indemnitees in any action or actions filed in connection with any Claims with counsel of the Indemnitees’ choice, and shall pay all costs and expenses, including all attorneys’ fees and experts’ costs, actually incurred in connection with such defense. In the event of any dispute between the CONTRACTOR and the City, as to whether liability arises from the negligence of the City or its officers, employees, agents, subcontractors, or vendors, CONTRACTOR may be obligated to pay for the City’s defense until such time as a final judgement has been entered adjudicating the City as partially negligent. CONTRACTOR would be entitled in the event of such a determination to any reimbursement of defense costs including but not limited to attorney’s fees, expert fees and cost of litigation, in proportion to the City’s judicially determined percentage of fault.

C. Contractor’s obligations under this Section shall survive the expiration or termination of this Agreement.

13. Laws and Venue.

14. Termination.

A. In the event Contractor fails or refuses to perform any of the provisions hereof at the time and in the manner required hereunder, Contractor will be deemed in default in the performance of this Agreement. If such default is not cured within thirty (30) business days after receipt by Contractor from the City of written notice of default, specifying the nature of such default and the steps necessary to cure such default, the City may thereafter immediately terminate the Agreement forthwith by giving to Contractor written notice thereof.

B. The foregoing notwithstanding, the Parties shall have the option, at their sole discretion and without cause, of terminating this Agreement by giving ninety (90) days’ prior written notice to the Parties as provided herein.

C. Upon termination of this Agreement either for cause or for convenience, each party shall pay to the other party that portion of compensation specified in this Agreement that is earned and unpaid prior to the effective date of termination. The obligation of the parties under this section shall survive the expiration or early termination of this Agreement.

15. Ownership of Work Product.

A. All City-specific draft and final reports, documents, , electronic data and files,

PROFESSIONAL SERVICES AGREEMENT
Ambulance Billing Services
and/or other media whatsoever created or developed by Contractor in the performance of this Agreement (collectively, “Work Product”) shall be considered to be “works made for hire” for the benefit of City.

B. Contractor warrants and represents that it has secured all necessary licenses, consents or approvals necessary to the production of the Work Product, and that upon final payment or Contractor’s default, City shall have full legal title to the Work Product, and full legal authority and the right to use and reproduce the Work Product for any purpose. Contractor shall defend, indemnify and hold City, and the other Indemnitees harmless from any and all losses, claims or liabilities in any way related to a claim that City’s use of any of the Work Product violates federal, state or local laws, or any contractual provisions, or any rights or laws relating to trade names, licenses, franchises, copyrights, patents or other means of protecting intellectual property rights and/or interests in products, ideas or inventions. Contractor shall bear all costs arising from the use of patented, copyrighted, trade secret or trademarked documents, materials, equipment, devices or processes in connection with its provision of the Work Product produced under this Agreement. In the event the use of any of the Work Product or other deliverables hereunder by City is held to constitute an infringement and the use of any of the same is enjoined, Contractor, at its expense, shall: (a) secure for City the right to continue using the Work Product and other deliverables by suspension of any injunction, or by procuring a license or licenses for City; or (b) modify the Work Product and other deliverables so that they become non-infringing while remaining in compliance with the requirements of this Agreement. Contractor’s obligations under this Section shall survive the expiration or termination of this Agreement.

16. Data Security.

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Ambulance Billing Services

17. Party Representatives.

A. Contractor hereby designates Stephanie Cooper-Noe, or such person’s designee, as Contractor’s Representative for this Agreement, unless and until written notice of a new representative acceptable to City is provided to City.

B. City hereby designates Fire Chief Mark Terrill or such person’s designee, as the City Representative for this Agreement.

18. Notices.

City Contractor
City of Brea Wittman Enterprises, LLC
1 Civic Center Circle 11093 Sun Center Drive
Brea, CA 92821 Rancho Cordova, CA 95670
United States United States
Mark Terrill Corinne Wittman-Wong, CEO
[email protected] [email protected]
714.990.7646 916.669.4608

19. Third Party Rights.

Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than City and Contractor.

20. Conflicts of Interest.

C. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Agreement. Further, Contractor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. If required, Contractor further agrees to file, or shall cause its employees or subcontractors to file, a Statement of Economic Interest with the City Clerk as required under state law in the performance of the Services. For breach or violation of this warranty, City shall have the right to terminate this Agreement without liability. No director, official, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

21. Severability.

The unenforceability, invalidity or illegality of any provision(s) of this Agreement shall not render the provisions unenforceable, invalid or illegal.

22. Successors and Assigns.

This Agreement shall be binding upon and shall inure to the benefit of the successors in interest, executors, administrators and assigns of the parties.

23. Non-Waiver.

None of the provisions of this Agreement shall be considered waived by either party, unless such waiver is specified in writing, and any such waiver shall be limited to that set of circumstances and not to any future circumstances unless another written waiver is executed.

24. Time of Essence.

Time is of the essence in each and every provision of this Agreement.

25. City’s Right to Employ Other Contractors.

City reserves its right to employ other contractors to provide the Services or similar services.

PROFESSIONAL SERVICES AGREEMENT
Ambulance Billing Services

26. Exhibits.

The attached Exhibit A are incorporated herein by reference. In the event of any conflict or inconsistency between the provisions of this Agreement and any Exhibit, the provisions of this Agreement shall govern. In the event of any conflict or inconsistency between the provisions of the Scope of Services and Specifications Requirements and the Contractor’s Proposal, if any, set forth in Attachment 1 to Exhibit A hereto, the provisions of the Scope of Services and Specifications Requirements shall govern.

27. Entire Agreement.

Wittman Enterprises, LLC
By: By:

Corinne Wittman-Wong Walter Imboden
Chief Executive Officer President/Chief Financial Officer [email protected] [email protected]
Date Signed: Date Signed:

CORPs: Chairperson, President, Vice President;
LLCs: Manager
CORPs: Secretary, Asst. Secretary, Chief Finance
Officer, Asst. Treasurer
LLCs: Manager
[Pursuant to California Corporations Code Section 313, both signature lines must be executed unless the signatory holds at least one of the offices designated on each line.] [Pursuant to California Corporations Code Section 17703.01(d), both signature lines must be executed unless the articles of incorporation state that the firm is managed by only one manager.] City of Brea Attest (if over $25,000)
By: By:

William Gallardo Lillian Harris-Neal
City Manager City Clerk
[email protected] [email protected]
Date Signed: Date Signed:

Walter Imboden (Mar 29, 2024 18:51 PDT) 03/29/24 Corinne Witrman-Wong (Mar 31, 2024 20:18 PDT) 03/31/24

PROFESSIONAL SERVICES AGREEMENT
Ambulance Billing Services
Objective:

EXHIBIT A
Scope of Services and Specifications Requirements
The City of Brea (“City”) is seeking proposals from qualified proposers interested in providing emergency medical and ambulance billing services with an optional item to also provide debt collection services. The City desires to enter into an agreement for professional services with an experienced and effective contractor that minimizes City costs, maximizes the use of available data and technology, provides excellent client and customer service, and performs thorough and complete preparation and mailing of invoices for emergency medical and ambulance billing services (including preparing, invoicing, categorizing, recording, monitoring, supervising, and managing the emergency medical and ambulance transportation billing).

Note that any unsatisfactory references or unsatisfactory work performance with the City may eliminate the proposer from further consideration.

Proposers who do not meet the Minimum Qualifications may be disqualified.

Description:

Overview:

The Brea Fire Department's fire-based Advanced Life Support ("ALS") program provides a minimum of two Firefighter/Paramedics on Brea Engine 1, Brea Truck 2, and Brea Engine 3. These four -person staffed ALS fire units enable our crews to remain flexible and handle any type of emergency that occurs in or around Brea.

The below chart reflects projected BFD EMS service data that is for informational purposes only and is no guarantee of future billings or payor mix. The response data has been rounded.

PROFESSIONAL SERVICES AGREEMENT
Ambulance Billing Services
Total Runs 2,580
ALS1/ALS2 40% of Total Runs 1,032
BLSE 60% of Total Runs 1,548 City of Brea Ambulance FY 23-24

Average ALS Transport Charge $2,295.82 Transports
Average BLSE Transport Charge $1,908.47
Charges Payments
PaySource Run Percentage ALS BLSE ALS BLSE ALS BLSE
Payment % of
Charges
Insurance 15.00% 155 232 $355,392.94 $443,146.73 $305,637.92 $381,106.19 86% Private Pay 8.00% 83 124 $189,542.90 $236,344.92 $11,372.57 $14,180.70 6% Medicare/MediCare HMO/Worker Comp/VA 53.00% 547 820 $1,255,721.71 $1,565,785.13 $337,789.14 $366,393.72 25% MediCal/MediCal HMO 24.00% 248 372 $568,628.70 $709,034.77 $267,255.49 $400,604.65 51% 100.00% Sub-Total $2,369,286.24 $2,954,311.56 $922,055.13 $1,162,285.25 Grand Total $5,323,597.80 $2,084,340.38
Gross Percentage 39.15%

Average payment per transport $807.88
Total Runs 150
Assessment at Scene 3% of Total Runs 5
First Resonder 97% of Total Runs 146
Non Transports
Average Assessment at Scene Charge $280.81
Average First Responder Charge $275.38
Charges Payments
PaySource Run Percentage TNT
First
Responder TNT
First
Responder TNT
First
Responder
Payment % of
Charges
Insurance 14.00% 1 20 $176.91 $5,609.49 $153.91 $4,880.26 87% Private Pay 67.00% 3 97 $846.64 $26,845.42 $245.53 $7,785.17 29% Medicare/MediCare HMO/Worker Comp/VA 2.00% 0 3 $25.27 $801.36 $7.83 $280.47 33% MediCal/MediCal HMO 17.00% 1 25 $214.82 $6,811.52 $19.33 $204.35 7% 100.00% Sub-Total $1,263.65 $40,067.79 $426.61 $13,150.25 Grand Total $41,331.44 $13,576.86
Gross Percentage 32.85%

*Average Mileage 4 Average payment per transport $90.51 Using OCFA latest rates 01/01/2023
Grand Total Payments $2,097,917.24 MediCare
Alloweds
MediCal
Alloweds

ALS1 $ 581.26 $ 1,065.12
Rates BLSE1 $ 489.48 $ 1,065.12
ALS1 $2,219.62 Mileage $ 8.71 $ 3.19
ALS2 $2,219.62 Average ALS1 $ 616.10 $ 1,077.88
BLSE1 $1,832.27 Average BLSE1 $ 524.32 $ 1,077.88
Mileage $19.05

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.

Contractor must specify if this customer services is included in cost proposal or if it is a separate fee (i.e. per-call).

Language translation service for other language needs of patients or their representatives shall be available.

PROFESSIONAL SERVICES AGREEMENT
Ambulance Billing Services

8. Contractor shall research and follow up on all accounts with inadequate billing information to include:
 Contact the third- party ambulance company for missing and/or incomplete information in the ePCRs.
 Contact receiving hospital for missing and/or incomplete billing information needed from the admitting/registration records.
 Contact patient family members or emergency contacts for information.  Refer to zip code/street directions for incomplete/missing address information.  Make inquiries to the patient via mail, phone, or similar means.