ACTION:
____________________________
Clerk/Secretary
Department: Fire Item No: C12
Prepared by: Maia Hodge, Management Analyst Meeting Date: May 27, 2025 Approved by:
Gerard Washington, Fire Chief
John Conley, City Manager Agenda Location: Consent Calendar S
UBJECT: WITTMAN ENTERPRISES, LLC, CONTRACT FOR AMBULANCE AND PARAMEDIC
BILLING AND COLLECTION SERVICES
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COMMENDATION: Adopt City Council Resolution No. 2025- , approving the Wittman Enterprises, LLC, Contract for ambulance and paramedic billing and collection services CO
RRELATION TO CITY COUNCIL GOALS: Fiscal Responsibility and Public Safety.
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RIOR ACTION: On June 11, 2024, adopted City Council Resolution No. 2024-103, amending the Operating Budget for Fiscal Years 2023/24 and 2024/25 (Vote: 5-0).
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TATEMENT ON THE SUBJECT: The current contract for emergency medical services billing services expires on May 31, 2025.
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ista Municipal Code Section 3.08.060(C) states that the City has the authority to join with other public or quasi-public agencies in cooperative purchasing plans or programs for the purchase of services by contract as allowed by law, provided that the Purchasing Officer determines that participation is in the City’s best interests and the administering agency has made its purchases in a competitive manner. In addition, the Purchasing Officer may buy directly from a vendor at a price established by another public agency when the other public agency has made its purchase in a competitive manner. The contract with Wittman Enterprises, LLC, is recommended to be purchased through the competitive bidding process completed by the City of Santa Ana for Ambulance and Paramedic Billing and Collection Services (Services) with Wittman Enterprises, LLC, as requested by the City (Exhibit 2).
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taff recommend approving a contract for ambulance and paramedic billing and collection services with Wittman Enterprises, LLC, as a cooperative purchase through the City of Santa Ana (Exhibit 3).
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ISCAL IMPACT: The cost of the contract is based on a percentage of the net revenue received. The contract ceiling is $930,000. Funding is available in Emergency Medical Services Service Contract account (No. 0010280.521040) and will be included in future years’ operating budgets.
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XHIBITS:
1. Adopt City Council Resolution No. 2025- , approving the Wittman Enterprises, LLC, Contract for ambulance and paramedic billing and collection services
2. City of Santa Ana contract and RFP for ambulance and paramedic billing and collection services AGENDA
REPORT
CITY COUNCIL
COMMUNITY DEVELOPMENT COMMISSION
SUCCESSOR AGENCY
BUENA SANITATION DISTRICT
JOINT POWERS FINANCING AUTHORITY
05/27/2025
C12
MEETING DATE: May 27, 2025 PAGE 2
SUBJECT: WITTMAN ENTERPRISES, LLC, CONTRACT FOR AMBULANCE AND PARAMEDIC
BILLING AND COLLECTION SERVICES
3. Wittman Enterprises, LLC, Contract and proposal
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00029213 7
RESOLUTION NO. 2025-
A RESOLUTION OF THE CITY COUNCIL OF THE CHARTERED CITY OF
VISTA, CALIFORNIA, APPROVING THE WITTMAN ENTERPRISES, LLC,
CONTRACT FOR AMBULANCE AND PARAMEDIC BILLING AND
COLLECTION SERVICES
The City Council of the City of Vista does resolve as follows:
1. Findings. The City Council hereby finds and declares the following:
A. Pursuant to section 3.08.060(C) of the Vista Municipal Code, the City has the authority to join with other public or quasi-public agencies in cooperative purchasing plans or programs for the purchase of services by contract as allowed by law, provided that the Purchasing Officer determines that participation is in the City’s best interests and the administering agency has made its purchases in a competitive manner. In addition, the Purchasing Officer may buy directly from a vendor at a price established by another public agency when the other public agency has made its purchase in a competitive manner.
B. City of Santa Ana completed a cooperative competitive bidding process for ambulance and paramedic billing and collection services with Wittman Enterprises, LLC.
C. Staff recommends approving a contract with Wittman Enterprises, LLC, for ambulance and paramedic billing and collection services.
2. Action.
A. City Council approves the contract between the City of Vista and Wittman Enterprises, LLC and the Mayor is authorized to execute the contract on behalf of the City with Wittman Enterprises, LLC.
3. Adoption. PASSED AND ADOPTED at a meeting of the City Council of the City of Vista held on May 27, 2025, by the following vote:
AYES:
NOES:
ABSTAIN:
APPROVED AS TO FORM:
WALTER CHUNG, CITY ATTORNEY
By:
APPROVED
Walter C. Chung
20250519073947
JOHN B. FRANKLIN, MAYOR
ATTEST:
KATHY VALDEZ, CITY CLERK
By:
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EXHIBIT 1
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EXHIBIT 2
INSURANCEON FILE A-2024-208WORKMAYPROCEED
UNTILINSURANCEEXPIRES
DCITYATECLEJANOG1OZ5
CONSULTANTAGREEMENT
JA CITY OF SANTA ANA
THISAGREEMENTismade andenteredintoonthis17' dayofDecember, 2024byandbetween WittmanEnterprises, LLC, aCaliforniaLimitedLiabilitycompany, ("Consultant"), andthe City of SantaAna, a chartercity andmunicipalcorporationorganizedandexistingunderthe 0: FMSi-1(i) Constitutionandlawsof theStateof California ("City").
RobertzUbiakREITALS
A. OnAugust22, 2024, theCityissuedaRequestforProposalsNo. 24-104 ("UP"), bywhich it soughtaconsultantto provideambulanceandparamedicbillingandcollectionservices for theCity's EmergencyMedicalServices (EMS) andEmergencyMedicalTransport Services ( EMTS) Programs.
B. Consultant submitteda responsiveproposal thatwasselectedbytheCity. Consultant representsthat Consultantisableandwillingtoprovidesuch servicesto theCity described in the scope of work that was included in the RFP.
C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeablein its field andthatany servicesperformedby Consultantunderthis Agreementwill beperformedin compliancewithsuchstandardsasmay reasonablybe expectedfrom aprofessional consultingfirm in thefield.
NOWTHEREFORE, in considerationofthemutualandrespectivepromises, andsubjecttothe termsandconditions hereinaftersetforth, thepartiesagreeasfollows:
1. SCOPE OF SERVICES
1. Consultantshallperformduringtheterm of this Agreement, thetasksandobligations includingalllabor, materials, tools, equipment, andincidentalcustomaryworkrequired to fully and adequatelycompletethe servicesdescribedand setforth in Scopeof Services - Exhibit A, attachedheretoandincorporatedbyreference.
2. At thesolediscretionof theCity (uponawritingto Consultantby City Manageror his/herdesigneeandCityAttorney), Consultantshallperformthetasksandobligations includingall labor, materials, tools, equipment, andincidentalcustomaryworkrequired to fully and adequatelycompletethe servicesdescribedand set forth in Scopeof OptionalServices — EXHIBIT B, attached heretoandincorporatedbyreference.
2. COMPENSATION
a. Cityagreestopay, andConsultantagreestoacceptastotalpaymentforits servicesas set forth in EXHIBIT A, a percentagefee of 3.75% of net collectionsobtainedby Consultantforeachcontractyear, includinganyextensionsgrantedbytheCity. b. Cityagrees topay, andConsultantagreesto acceptastotalpaymentfor its optional 456646v1
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services the rates and charges as set forth in EXHIBIT B. c. Consultantshallbill forEmergencyMedicalServicesattheratesestablishedby City Council Resolution.
d. PaymentbyCityshallbemadewithinforty-five (45) daysfollowingreceiptofproper invoiceevidencingworkperformed, subjectto Cityaccountingprocedures. Cityand Consultantagreethat allpaymentsdueandowingunderthis Agreementshallbemade through Automated Clearing House (ACH) transfers. Consultantagreesto execute the City's standardACH Vendor Payment Authorization and provide required documentation. Uponverificationof thedataprovided, theCitywill beauthorized to deposit payments directly into Consultant's account(s) with financial institutions.
Paymentneednotbemadeforwork whichfailstomeetthestandardsofperformance setforthin theRecitalswhichmayreasonablybeexpectedbyCity.
3. TERM
This Agreementshall commenceon January1, 2025for a three (3) yearterm with the optionfortheCityto grantuptothree (3) 1-yearrenewals, exercisableby awritingbytheCity Managerandthe City Attorney, unlessterminatedearlierin accordancewith Section15, below.
4. INDEPENDENT CONTRACTOR
Consultant shall, during the entire term of this Agreement, be construed to be an independentConsultantandnotanemployeeoftheCity. ThisAgreementisnotintendednorshall it beconstrued tocreateanemployer -employeerelationship, ajoint venturerelationship, orto allowthe Cityto exercisediscretion or controlovertheprofessionalmannerin which Consultant performs the services which arethe subject matter of this Agreement; however, the services to be providedby Consultantshallbeprovidedin a mannerconsistentwith all applicablestandards and regulationsgoverningsuch services. Consultantshall payall salariesandwages, employer'ssocial securitytaxes, unemploymentinsuranceandsimilar taxesrelating to employeesand shall be responsiblefor all applicablewithholdingtaxes.
5. OWNERSHIP OF MATERIALS
ThisAgreementcreatesa non-exclusiveandperpetual licensefor City to copy, use, modify, reuse, or sublicenseany andall copyrights, designs, andother intellectualproperty embodiedin plans, specifications, studies, drawings, estimates, andotherdocumentsor worksof authorshipfixedin anytangiblemediumof expression, includingbutnot limitedto, physical drawingsordatamagneticallyorotherwiserecordedoncomputerdiskettes, whicharepreparedor causedto be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shallrequire all subcontractorsto agreein writing that City is granteda non-exclusiveand perpetual license for any Documents & Data the subcontractorprepares under this Agreement.
Consultantrepresentsandwarrantsthat Consultanthasthe legalright to licenseanyandall Documents & Data. Consultantmakes no such representationand warranty in regardto Documents & Datawhich wereprovidedto Consultantby theCity. City shallnot be limited in
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anywayin itsuseoftheDocumentsandDataatanytime, providedthatanysuchusenotwithin thepurposesintendedby this Agreementshallbeat City's solerisk.
6. INSURANCE
Consultant shall procure and maintain for the duration of the contract insurance against claimsfor securitybreaches, systemfailures, injuriesto persons, damagesto software, and damagesto property (includingcomputerequipment), theft, or other misuseof City's data, infringementofintellectualproperty, invasionofprivacyandbreachofdata, whichmayarisefrom or in connectionwith the performanceof the work hereunderby Consultant, its agents, representatives, or employees.
MINIMUM SCOPE OF INSURANCE
Coverage shall be at least as broad as:
1. Commercial General Liability ( CGL): InsuranceServicesOffice Form CG 00 01 coveringCGL onan "occurrence" basis, includingproductsandcompletedoperations, property damage, bodily injury andpersonal & advertising injury with limits no less than $1,000,000peroccurrenceand $2,000,000 generalaggregate.
2. Cyber Liability ( CL): Insurance, with limits notlessthan $2,000,000per occurrence or claimand $2,000,000aggregate. Coverageshallbesufficientlybroadto respondto thedutiesandobligationsasis undertakenby Consultantin this agreementandshall include, but notbe limited to, claimsinvolving securitybreach, systemfailure, data recovery, businessinterruption, cyberextortion, socialengineering, infringementof intellectualproperty, includingbutnotlimited to infringementof copyright, trademark, tradedress, invasionof privacyviolations, information theft, andreleaseof private information. Thepolicyshallprovidecoveragefor breachresponsecosts, regulatory finesandpenaltiesaswell ascreditmonitoringexpenses.
ProfessionalLiability Insurance (PL) with limits no less than $1,000,000 per occurrence or claim, and $ 2, 000, 000 aggregate.
4. Workers' Compensation (WC) asrequiredbytheStateof California, with statutory limits, andEmployer'sLiabilityinsurancewith limitsof nolessthan $1,000,000per accident, policy, employee, for bodily injury or disease.
If Consultant maintains broadercoverageand/or higher limits than the minimums shown abovefor anyline of coverage, City requiresandshallbe entitledto the broadercoverageand/or thehigherlimits maintained by Consultant. Any availableinsuranceproceedsin excessof the specifiedminimumlimitsofinsuranceand coverageshallbeavailable toCity.
Other Insurance Provisions
Theaboverequiredinsurancepoliciesareto containor beendorsedto containthefollowing provisions:
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City of SantaAna, its City Council, its officers, officials, employees, agents, and volunteersareto becoveredasadditionalinsureds, underCompany's CGL, CL, and PLpolicies, with respectto anyliability arisingoutof workoroperationsperformed by or on behalf of the Consultant.
2. Consultant'sInsurance companiesagreetowaiveallrightsofsubrogationagainstCity of SantaAna, its City Council, its officers, officials, employees, agents, andvolunteers forlossespaidunderthetermsoftheCGL, CL, PL, WCpolicies whicharisefromwork performed by Consultant under this Agreement.
3. For any claims related to this contract, Consultant's insurance coverageshall be primaryandany insurancemaintainedby City of SantaAna, its City Council, its officers, officials, employees, agents, or volunteers shall not contribute with it.
4. A severabilityofinterestprovisionmustapplyforalltheadditionalinsureds, ensuring that Consultant'sinsuranceshallapplyseparatelytoeachinsuredagainstwhomaclaim ismadeorsuitisbrought, exceptwithrespecttotheinsurer'slimitsofliability.
Insurancepolicies required hereinshallprovide thatcoverageshall not be canceled, suspended, voided, reducedin coverage orin limits, non -renewedbythecarrier, or materiallychangedexceptafterthirty (30) dayspriorwrittennoticehasbeengiven to City. Ten (10) dayspriorwrittennotice shallbeprovidedtoCityforpolicycancellation or non -renewaldueto non-paymentof premium.
6. CertificateHolderoneachEvidenceof Insurancecertificateshallbe: Cityof Santa Ana, Attention: FinanceandManagementServicesAgency, ExecutiveDirector, 20 Civic Center PlazaM- 15, SantaAna, CA 92701. The name and location ofproject must be included in the Description of Operations section of each certificate.
Self - Insured Retentions
Self -insured retentionsmustbedeclaredto andapprovedby City. Citymayrequire Consultantto provideproof of ability to paylosses andrelatedinvestigations, claim administration, anddefense expenses within the retention.
Acceptability of Insurers
Insurance isto be placedwith insurersauthorized to conductbusinessin the stateof California withacurrentA.M. BestratingofnolessthanA-:VII, unlessotherwiseacceptabletoCity.
Claims Made Policies
If anyof therequiredpoliciesprovidecoverageon aclaims -madebasis:
1. The retroactive datemust be shown andmust be before the date of the contract.
2. Insurancemustbemaintainedandevidenceof insurancemustbeprovidedforatleast three (3) years after completion of work.
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3. If coverage is canceled or non - renewed, and not replaced with another claims -made policy form with aretroactivedateprior to thecontracteffectivedate, Consultantmust purchase " extendedreporting" coveragefor a minimumof three (3) yearsafter completion of work.
Verification of Coverage
ConsultantshallfurnishCitywithoriginalCertificatesof Insuranceincludingall required amendatoryendorsements (or copiesoftheapplicablepolicy languageeffectingcoveragerequired bythisclause). Failureto obtaintherequireddocumentspriorto theworkbeginningshallnot waive City' s obligation to provide them. City reserves theright to require complete, certified copiesofall requiredinsurancepolicies, includingendorsementsrequired bythesespecifications, at any time.
Subcontractors
Consultantshallrequireandverifythatall subcontractorsmaintaininsurancemeetingall the requirements stated herein.
Special Risks or Circumstances
Cityreservestherightto modifytheserequirements, includinglimits, basedonthe nature of the risk, prior experience, insurer, coverage, or other special circumstances.
Failure to Maintain Insurance Coverage
If Consultant, for any reason, fails to maintain insurancecoverage, which is required pursuant tothis Agreement, for the entireterm of this contract, the sameshallbe deemedamaterial breachofAgreement. City, atitssoleoption, mayterminatethisAgreementatanytimeandobtain damagesfrom Companyresultingfrom saidbreach.
7. INDEMNIFICATION
Consultantagreesto defend, andshallindemnifyandholdharmlesstheCity, its officers, agents, employees, contractors, special counsel, andrepresentativesfromliability: (1) forpersonal injury, damages, justcompensation, restitution, judicialorequitablereliefarising outof claimsfor personalinjury, includingdeath, andclaimsfor propertydamage, whichmayarisefromthe negligentoperationsof the Consultant, its subcontractors, agents, employees, or otherpersons acting onits behalfwhich relatesto theservicesdescribedin section1of this Agreement; and ( 2) fromanyclaimthatpersonalinjury, damages, justcompensation, restitution, judicialor equitable reliefisduebyreasonofthetermsoforeffectsarisingfrom thisAgreement. Thisindemnityand holdharmlessagreementappliesto all claimsfordamages, justcompensation, restitution, judicial orequitablereliefsuffered, orallegedtohavebeensuffered, byreasonoftheeventsreferredto in this Sectionor by reasonof thetermsof, or effects, arisingfrom thisAgreement. TheConsultant furtheragreestoindemnify, holdharmless, andpay allcostsforthedefenseoftheCity, including feesandcostsforspecialcounsel tobeselectedbytheCity, regardinganyactionbyathirdparty challengingthe validity of this Agreement, or assertingthat personalinjury, damages, just compensation, restitution, judicialor equitablereliefdueto personal orproperty rightsarisesby reasonof thetermsof, or effectsarisingfromthisAgreement. Citymaymakeall reasonable decisionswithrespect toitsrepresentationinanylegalproceeding. Notwithstandingtheforegoing,
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to theextentConsultant's servicesaresubjectto Civil CodeSection 2782.8, theaboveindemnity shall be limited, to the extentrequiredby Civil CodeSection 2782.8, to claims thatariseout of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant.
8. INTELLECTUAL PROPERTY INDEMNIFICATION
ConsultantshalldefendandindemnifytheCity, its officers, agents, representatives, and employeesagainstany and all liability, including costs, for infringementof any United States' letters patent, trademark, orcopyright infringement, includingcosts, containedintheworkproduct or documentsprovidedby Consultantto theCitypursuantto thisAgreement.
9. RECORDS
Consultantshallkeeprecordsandinvoicesin connectionwith theworkto beperformed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costsincurredunder this Agreementand any services, expenditures, and disbursements chargedtotheCity foraminimumperiodof three (3) years, orfor anylongerperiod requiredby law, from the dateof final paymentto Consultantunderthis Agreement. All suchrecordsand invoicesshallbe clearlyidentifiable. Consultantshallallow a representativeof the City to examine, audit, andmake transcriptsor copiesof suchrecordsandanyotherdocumentscreated pursuant to this Agreement during regular businesshours. Consultant shall allow inspection of all work, data, documents, proceedings, andactivitiesrelatedto this Agreementforaperiodof three 3) yearsfrom the date of final paymentto Consultantunder this Agreement.
10. CONFIDENTIALITY
If Consultant receives from the City information which due to the nature of such informationisreasonablyunderstoodtobeconfidentialand/orproprietary, Consultantagreesthat it shallnot useor disclosesuchinformation exceptin the performanceof this Agreement, and furtheragreesto exercisethe samedegreeof careit usesto protectits own informationof like importance, but in no eventlessthan reasonablecare. " Confidential Information" shall include all nonpublicinformation. Confidentialinformationincludes notonly written information, but also information transferredorally, visually, electronically, or by other means. Confidential informationdisclosedtoeitherpartybyanysubsidiaryand/oragentoftheotherpartyiscovered by thisAgreement. Theforegoingobligationsofnon-useandnondisclosureshallnot applytoany informationthat (a) hasbeendisclosedin publicly availablesources; (b) is, throughnofault of the Consultantdisclosedin apubliclyavailablesource; (c) is in rightfulpossessionof theConsultant withoutanobligationof confidentiality; (d) is required tobedisclosed byoperationof law; or (e) is independentlydevelopedbytheConsultantwithoutreference toinformationdisclosedby the City.
11. CONFLICT OF INTEREST CLAUSE
Consultant covenantsthat it presently hasno interests and shall not have interests, direct or indirect, which wouldconflict inanymannerwith performanceof servicesspecifiedunderthis Agreement.
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12. NON- DISCRIMINATION
Consultantshallnot discriminatebecauseof race, color, creed, religion, sex, marital status, sexualorientation, genderidentity, genderexpression, gender, medicalconditions, genetic information, ormilitaryandveteranstatus, age, nationalorigin, ancestry, ordisability, asdefined andprohibitedby applicablelaw, in therecruitment, selection, teaching, training, utilization, promotion, terminationor otheremploymentrelatedactivitiesor anyservicesprovidedunderthis Agreement. Consultantaffirmsthatit is anequalopportunityemployerandshallcomplywithall applicable federal, state and local laws and regulations.
13. EXCLUSIVITY AND AMENDMENT
ThisAgreementrepresents thecompleteandexclusivestatementbetweentheCity and Consultant, and supersedesanyandallotheragreements, oralorwritten, betweentheparties. In theeventof aconflictbetweenthetermsof this Agreementandanyattachmentshereto, theterms ofthisAgreementshallprevail. This Agreementmaynotbemodifiedexceptbywritteninstrument signedbytheCityandbyanauthorizedrepresentativeof Consultant. Thepartiesagreethatany terms or conditions of any purchase order or other instrument that are inconsistent with, or in additionto, thetermsandconditions hereof, shallnotbindorobligate ConsultantortheCity. Each partyto this Agreementacknowledges thatno representations, inducements, promisesor agreements, orallyorotherwise, havebeenmadebyanyparty, oranyoneactingonbehalfof any party, which is not embodied herein.
14. ASSIGNMENT
Inasmuchasthis Agreementis intendedto securethe specializedservicesof Consultant, Consultantmaynotassign, transfer, delegate, orsubcontract anyinteresthereinwithouttheprior written consentof the City and any such assignment, transfer, delegation or subcontractwithout theCity'spriorwrittenconsentshallbeconsiderednullandvoid. Nothingin thisAgreementshall beconstrued tolimit theCity's ability to haveanyof theserviceswhicharethe subjectto this Agreementperformed byCitypersonnelorbyotherContractorsretainedbyCity.
15. TERMINATION
This Agreement maybeterminated bytheCityuponthirty (30) dayswrittennoticeof termination. Insuchevent, ConsultantshallbeentitledtoreceiveandtheCityshallpay Consultant compensationfor all servicesperformed by Consultantprior to receipt of such notice of termination, subject to the following conditions:
a. Asa conditionof suchpayment, theExecutiveDirectormayrequireConsultantto deliverto the City all work product(s) completedasof suchdate, andin suchcase suchworkproductshallbethepropertyof theCityunlessprohibitedbylaw, and ConsultantconsentstotheCity'susethereoffor such purposesastheCitydeems appropriate.
b. Payment need not be made for work which fails to meet the standard of
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performance specified in the Recitals of this Agreement.
16. WAIVER
No waiverof breach, failureof any condition, or anyright or remedycontainedin or grantedbytheprovisionsofthisAgreementshallbeeffectiveunlessit isin writingandsignedby thepartywaivingthe breach, failure, rightorremedy. No waiverofany breach, failureorright, or remedyshallbedeemedawaiverof anyotherbreach, failure, rightorremedy, whether ornot similar, norshall anywaiverconstituteacontinuingwaiverunlessthewriting sospecifies.
17. JURISDICTION - VENUE
ThisAgreementhasbeenexecutedanddeliveredintheStateofCaliforniaandthevalidity, interpretation, performance, andenforcementof anyof theclausesof this Agreementshallbe determinedandgovernedby thelawsof theStateof California. Bothpartiesfurtheragreethat OrangeCounty, California, shallbethe venuefor anyactionorproceedingthatmaybebroughtor ariseoutof, in connectionwith or byreasonof this Agreement.
18. PROFESSIONAL LICENSES
Consultantshall, throughoutthetermof thisAgreement, maintainall necessarylicenses, permits, approvals, waivers, andexemptionsnecessaryfor theprovisionof the serviceshereunder andrequiredbythelawsandregulationsoftheUnitedStates, theStateofCalifornia, theCityof SantaAnaandallothergovernmentalagencies. ConsultantshallnotifytheCityimmediatelyand in writing of its inability to obtain or maintainsuchpermits, licenses, approvals, waivers, and exemptions. Said inability shall be causefor termination of this Agreement.
19. NOTICE
Anynotice, tender, demand, delivery, or othercommunicationpursuanttothis Agreement shallbein writingandshallbedeemedto beproperlygivenif deliveredin personor mailed by firstclassor certifiedmail, postageprepaid, or sentby faxor othertelegraphiccommunicationin themannerprovidedin thisSection, tothefollowingpersons:
To City:
City Cleric
City of SantaAna
20 Civic Center Plaza ( M- 30)
P. O. Box 1988
Santa Ana, CA 92702- 1988
Fax: 714- 647- 6956
With courtesy copiesto:
Kathryn Downs, CPA, Executive Director
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FinanceandManagementServicesAgency
City of SantaAna
20 Civic Center Plaza ( M- 15)
P. O. Box 1988
Santa Ana, California 92702
To Consultant:
Corinne Wittman -Wong, CEO
Wittman Enterprises, LLC
11093 Sun Center Drive
Rancho Cordova, California 95670
A partymaychangeits addressby givingnoticein writingto theotherparty. Thereafter, anycommunicationshallbe addressed andtransmittedto the new address. If sentby mail, communicationshallbeeffectiveor deemedto havebeengiventhree (3) daysafterit hasbeen depositedin the UnitedStatesmail, dulyregistered orcertified, with postageprepaid, .and addressedassetforth above. If sentby fax, communicationshall be effective or deemedto have beengiventwenty-four (24) hoursafterthetimesetforthon thetransmissionreportissuedbythe transmitting facsimilemachine, addressedassetforthabove. Forpurposesof calculatingthese time frames, weekends, federal, state, Countyor City holidaysshallbeexcluded.
20. MISCELLANEOUS PROVISIONS
a. Each undersigned representsand warrants that its signature herein below has the power, authority andright to bind their respectivepartiesto eachof the terms of this Agreement, and shall indemnifyCity fully, includingreasonablecostsand attorney'sfees, for anyinjuriesordamagesto Cityin the eventthatsuchauthority or poweris not, in fact, heldby the signatoryor is withdrawn. b. All Exhibitsreferencedhereinandattachedheretoshallbeincorporatedasif fully setforth in thebody of this Agreement.
Signatureson Following Page)
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INWITNESSWHEREOF, thepartiesheretohave executedthisAgreementthedateandyearfirst above written.
ATTEST:
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney
s
Andrea Garcia - Miller
Assistant City Attorney
RECOMMENDED FOR APPROVAL:
Kathryn Downs, CPA
Executive Director
FinanceandManagementServicesAgency
CITY OF SANTA ANA
Alvaro Nuftez
City Manager
WITTMAN ENTERPRISES, LLC:
CorinneWittman -Wong
CEO
Tax ID# 68- 0456021
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EXHIBIT A
SCOPE OF SERVICES
General Requirements
1. Consultantshallberesponsiblefor modifyingtheirbillingsystemsto captureallnecessary data generatedfromtheambulance & paramedicbillingandcollectionservicesprogramasan electronicfile andprovide adescriptionof theelectronicfile neededto receivedatatransmitted from OCFA.
2. Consultantshallwork with OCFA andtheir electronicPrehospitalCareReport (ePCR) vendor toidentifydatainputgaps, errorsandotherdataneeds, anddescribeameansof obtaining solutions to these problems.
3. Consultantmustbeableto accuratelytransferall necessaryinformationfromthe OCFA ImageTrenddatabase, basedontheinformationprovidedbytheelectronicOCFA'sePCR, and obtainanyadditionalinformationneededthatis notincludedin the ePCRfor properand correctinvoicing.
4. Consultantmusthavethe capabilityto fully integrateandsupportOCFA's selectedePCR application.
5. Consultantshallbill foremergencymedicalservicesin atimelymanner, includingbutnot limited to the billing of Medicare, Medical/Medicaid, privateinsurances, supplemental insurances, secondaryinsurancesandworkers' compensationcarriersaccording tospecific requirements.
6. ConsultantshallprovidetotheCityandtheCity's contractedcollectionagency, listingsof accounts, whichthecompanyfeelsareuncollectable, throughnormalcollectionprocesses, for furtheractionbytheCityandtheCity'scontractedcollectionagency.
7. ContactormustbeabletoforwardandworkwiththeCity'scontractedcollectionagencyon listings of uncollectable accounts.
8. Consultantshallhavetheabilityto handlethird -partypayer submissioninquiriesregarding insurance claims.
9. Consultant mustworkwithCountyof Orangeandperformscreeningofallmedicallyindigent patients.
10. Consultantshallprocessall customerpaymentsin accordancewith the applicablePayment CardIndustry (PCI) securityrequirements.
11. Consultantshallresearchandfollow-uponallaccountswithinadequatebillinginformation.
This shallincludethefollowing at minimum:
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information, which may be found in their records;
b. Contactreceivinghospitalfor missingand/ orincompletebillinginformationneeded from the admitting/ registration records;
c. Contactpatientfamilymembersor emergency contactsfor information; d. Refer tozipcode/ streetdirectoriesforincomplete/ missingaddressinformation; and/or e. Mail inquiriesto the patient.
12. Consultantshallhavetheabilityto crossreferencepatientfilesin variousmethods (i.e. Last Name, Social SecurityNumber, Serviceor ResidenceAddress, Dateof Birth, Date of Service, etc.).
13. Consultantshallhave theabilityto receivepatientcaredocumentationon paperand electronically.
14. Consultantshallmaintainupdatedandcurrenttechnologythatwill continuouslyprovidethe highestlevelof reimbursementandcustomerservicepossible.
15. Consultant mustmeetor exceedmutuallyagreeduponcollectiontargets.
16. Consultantmustinstructcustomerstosubmitallpaymentsto Consultant, andnottheCityof Santa Ana.
17. Consultantshallcollectanddepositpaymentsonnolessthanaweeklybasis, withinthree (3) daysfollowing receiptof payment.
Customer Service Requirements
1. Consultantshalldesignatea single managerfor theCity's account, whowill betheCity's primary contactwith their agency.
2. Consultantshallprovideall supplies, equipment, personnel, computersoftwareandhardware, billingforms, insuranceforms, lienforms, envelopes, postage andsuppliesnecessaryto administer, on a day-to-day basis, the City' s EMS billing and accountsreceivablefunctions.
3. The companyshall provide all billing statementsin English and Spanish, and maintain a necessarystaff of bilingual account representatives.
4. Consultantshallprovide excellentcustomer servicetocitizensofSantaAnawhohavebilling questions orproblems, by providinga nationwidetoll -freephonenumberandanemailaddress soindividualswithquestionsorrequiringassistancewithinvoices, maycontactthecompany directlyatno additionalcosttotheCity.
5. Consultantshallhavedemonstrated experienceandabilityto actastheCity'sauthorizedagent for liaising ontheCity'sbehalfwith theCentersfor MedicareServicesand/or their designated agents as well as associated state agencies.
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6. Consultantshallhavedemonstrated experienceandabilityto actastheCity'sauthorizedagent for liaisingwith theCity'scontractEMSprovider (OCFA).
Records and Reports
1. Consultantshall maintaincompleterecordsof eachbill, including all correspondence, documents, accountrecords, transactionsanda detailedlog of all payments. Theserecords shallberetainedfor a minimumof three (3) years.
a. Consultant shallprovidetheCitywithelectronicaccesstothesebillingrecords.
2. Consultant shallmaintainrecordsthat are in accordancewith the Generally Accepted AccountingPrinciples (GAAP). TheProposeragreesthat allaccountfilesarethepropertyof theCity andwill relinquishthemto theCity attheterminationof thecontract.
Consultantshallprovidemonthlyfinance, billing, accountreceivable agingreports, billing summaries, detailsfor currentmonthinvoicing, currentwrite-off, refundreports (including pendingrefunds), detailof monthlyreceiptsaccountreconciliation, andanyadditionalreports that the City may needor request, in the specific format requested.
4. Upon request, Consultantshall make all books and recordsavailableto both internal and external auditors.
5. Consultantshallprovideannual and semi- annualEMSrevenuecollectionprojectionstoCity staff upon request.
Consultantwill conductePCRdocumentationtraining and/or workshopsfor personnel associatedwiththeOrangeCountyFireAuthorityandtheCity'sground emergencytransport provider to enhance cost recovery efficiencies. This includes ( 4) hours of teleconference, webinar, or Zoom -facilitated training, and ( 6) hours for Santa Ana EMS Management.
Additionalandonsitetrainingasrequestedby theCityof SantaAnawill beatthecontracted rateof $125perhour (personnelrate) plusassociatedtravelexpenses.
Compliance
1. Consultant mustcomply with all applicable provisions and specificationsof the Health InsurancePortability andAccountability Act (HIPAA), aswell asotherfederal, state, andlocal statuesandregulationsaddressingpatientprivacyissuesthroughoutthetermof thecontract.
2. Consultantshallmaintainproficiencyandcomplywithall statutory, regulatory, andotherlegal requirements, including amendmentsto such requirements, which impact billing, reimbursementand/or collectionsfor EMSandreleaseof privatemedicalinformation.
Consultantagreesto cooperatewith the City regardingthe handlingof accounts. These accountsmaybe included, but arenot limited to accountsof the specific ageclassifications, handicapped, and certain dependent situations.
4. Consultantshallprovide regularandcontinuous educationandtrainingfor Consultant'sstaff, updatingthemimmediatelyon allchangesintheindustryorgovernmentregulations that may haveanimpacton servicesbeingprovidedto theCity. Consultantwill extendeducationand 05/27/2025
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trainingto City staff to supportin the developmentof policiespertainingto billing and collections, aswell as hardship guidelines.
Meetings
t. Consultantmustmeetwith City staffuponexecutionof contractto discussgoalsof the relationship, the services to be provided, and other topics relevant to the ambulance & paramedicbilling andcollectionservicesprogram.
2. ConsultantagreestomeetwiththeCityroutinelyandonrequesttodiscussproblems, special needs, futurechanges, andupdatesin software, technology, statisticaldata requests, or other relevant issues.
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EXHIBIT B
SCOPE OF OPTIONAL SERVICES
A. City Paramedic Subscription Program
City atthesolediscretionof theCity ManagerandCity Attorneyshallhavetheoptiontotransferthe promotion and administrationof the City's ParamedicSubscriptionProgramto Consultantunder the following terms:
1. As aconditionto participationin Consultant'soptionalCity ParamedicSubscriptionProgram andtoensurethatCityiscompliantwithMedicareguidelinesonsubscriptionfees, Cityshall imposea minimum paramedicservicessubscriptionfee of not lessthan $70.00.
2. City shall thereafterinform Consultantin writing of City's decision toparticipatein Consultant'soptionalCityParamedicSubscriptionProgramwithinthetime -frameparameters set forth in Section 9, below.
3. Uponreceiptof City'swrittendecisionto participatein OptionalCityParamedicSubscription Program, ConsultantshallassistCity in generatingandformattingan initial massmailer to solicitparticipationbyresidentsoftheCityof SantaAnain theparamedicservicessubscription program, to bemailedby theCity. Consultantshallassistin generatingandformattinga renewal paramedicservicessubscriptionprogrammailerandwill assistin formattingthat mailer for massmailing. Basic mailer andrenewal mailer shall include a multi -color, double - sidedCityParamedicSubscriptionProgramsolicitationletter/application, andprepaidreturn envelope. Useof additionalcolors, inserts, orenclosuresmaybeaddedatthedirectionof the City. Consultant'scostshallreflectincreasedservicecosts, materials, andpostage. Consultant shallprepareastatementof additionalcostspermailingpiecefor approvalby Citypriorto incurring additional costs.
4. City shallgeneratethe initial massmailinglist from residentialbilling accountslistedin the City'sMunicipalUtility BillingSystemdatabaseforthemost currentbillingperiodapplicable.
TheMailingListshallbecomprisedofallresidentialparamedicbillingaccountsintheCity's MunicipalUtilityBillingSystem. Consultantshallannually, notlessthansixty (60) daysprior to the expiration of each registered City Paramedic Subscription Program member, send a renewalmailer/renewalapplicationto suchsubscriber; andcollect all ParamedicSubscription Programapplicationsandmembershipfeesremitted. Cityagreesto paythecostof mailing materialsandthe postagechargesassociatedto mailing saidrenewalmailers/applications including prepaidreturn envelope.
5. Consultant shallthereafter, onanon -goingbasissendaninitial paramedicservicessubscription programmailer to any non -subscriptionparamedic servicerecipient with hardshiprequests and/or privatepayinstallmentdiscussionsoccurringby telephonebetweenthepatientand Consultant'scustomerserviceagent. City agreesto paythe costof mailingmaterialsandthe postage chargesassociatedto mailing said mailers/applicationsincluding prepaidreturn envelope.
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6. Consultantshallreceiveandprocesseachsubscriptionapplicationbyaddingthemember to Consultant's systemandpostingthepayment. Thisdatabasewill beusedto identifyany subscriptionmemberthatmaybetransportedupontheinputto Consultant'sbilling system.
Citywill receiveseparatemonthlyreportsforthesubscription program.
7. Fees. TheCityagreestopaythecostofdesigninganddistributinganymarketingoroutreach materials, mailingmaterialsandthepostage chargesassociatedto distributingthemailers includingprepaidreturnenvelopes. ConsultantagreesnootherfeesmaybechargedtoCity beyond the3.75% ofnetcollectionsfromeachsubscription payment collected.
B. Implementation of EMS Treat -No -Transport Call and First Responder Call Fees The City, by a Resolutionof the City Council, may imposefeesassociatedwith EMS Treat -No - Transport callsandFirstRespondercallsat anypoint duringthetermof this agreement. If suchfees becomeactiveduringtheinitialtern, theCitywillnotifytheConsultantin writingandagreestopayto Consultantapercentagefeeof 3.75% of netcollectionsobtainedby Consultantfor eachinitial contract year. TheCityandConsultantagreetonegotiatearevisedpercentageofnetcollectionsforthefollowing extensionyearsbutin no eventmaytherevisedpercentageexceed8% of net collections. 05/27/2025
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Cooperative Procurement Services (No PW) (No RFP) 1 of 10 WITTMAN ENTERPRISES, LLC
COOPERATIVE PROCUREMENT CONTRACT
AMBULANCE AND PARAMEDIC BILLING AND COLLECTION SERVICES THIS “CONTRACT” is entered into by and between the “Parties” as of ___________________ (“Contract Date”).
1.0 THE “PARTIES”
The “City”:
CITY OF VISTA, a chartered municipal
corporation
200 Civic Center Drive
Vista, CA 92084
Working Contact: Bret Davidson
Billing Contact: Maia Hodge
The “Contractor”:
WITTMAN ENTERPRISES, LLC,
a California limited liability company
11093 Sun Center Drive
Rancho Cordova, CA 95670
Contact: Corinne Wittman-Wong
2.0 BASIC TERMS
2.1 Contractor was awarded a contract for Ambulance and Paramedic Billing and Collection Services under a competitive bid process from City of Santa Ana on December 17, 2024, commencing on January 1, 2025 (“Originating Agency Agreement”), which is set forth in Exhibit F, and Contractor has offered to provide goods and/or services to the City on the same terms and conditions that were provided to City of Santa Ana, except as otherwise modified herein.
2.2 City is authorized under Vista Municipal Code Section 3.08.060.C, to participate in cooperative purchasing plans, programs, or services. The City of Santa Ana has authorized the City of Vista to utilize the agreement as a cooperative procurement contract.
2.3 Contractor has submitted to City a Proposal to perform certain “Services” dated April 4, 2025 (“Exhibit A”).
2.4 The “Project” for which the Services are required is described in Exhibit A.
2.5 Contractor desires to enter into this “Contract” with City for the Services.
2.6 The “Contract Ceiling Price” is $930,000.
3.0 CONTRACT TERM
3.1 This Contract shall take effect as of the Contract Date.
3.2 This Contract shall be in effect until January 1, 2028.
3.3 City may terminate this Contract upon 30-days’ written notice to Contractor. In such event, or upon request of City, Contractor shall assemble all City documents in the Contractor's possession, put them in order for proper filing and closing, and deliver the documents to City. In the event of termination, Contractor shall be paid for work performed to 05/27/2025
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EXHIBIT 3
Cooperative Procurement Services (No PW) (No RFP) 2 of 10 WITTMAN ENTERPRISES, LLC the termination date. City shall make the final determination as to the portion of tasks completed and the compensation to be paid.
4.0 SCOPE
Contractor shall perform all Services including, labor, materials, software, supplies, reports, and documents for as may be required from time to time, in accordance with Exhibit A. The Services shall be complete, and all work, material and services not expressly called for in the Proposal which may be necessary to carry out the Contract in good faith, shall be performed by the Contractor at no increase in cost to City. In the event of a conflict between the provisions this Contract text and Exhibit A, this Contract text shall control.
5.0 COMPENSATION
5.1 City shall pay Contractor on a time and material rate as set forth in Exhibit A for the Services to be performed.
5.2 An invoice for payment shall be submitted in a form satisfactory to City. At a minimum, the invoice shall include: the purchase order number, the work order number, a description of the work performed, and a total amount.
5.3 Changes in, additions to, or deductions from the Services, including increases or decreases in the quantity of any item or portion of the Services, shall be set forth in a written change order executed by City and by the Contractor which shall specify:
5.3.1 The changes, additions, and deductions to be made.
5.3.2 The increase or decrease in compensation due the Contractor, if any.
5.3.3 Adjustment in the time of completion, if any.
5.4 Contract Ceiling Price
5.4.1 In no event shall City be liable for paying more than the Contract Ceiling Price for Contractor's services rendered under this Contract.
5.4.2 If it becomes foreseeable that Contractor will need to perform services such that the cumulative total of costs to City will exceed the maximum permitted by this Contract, any such cost overrun will be handled pursuant to the change order procedure in Chapter 3.08. City and Contractor recognize that City lacks authority to exceed the cost ceiling without the express authorization of the City Council. If the maximum cost to City for this Contract is exceeded unexpectedly, payment shall be made as mutually agreeable and disputes shall be handled pursuant to this Contract, but work shall cease as soon as is reasonably feasible once the cost ceiling plus allowable change orders, if any, is exceeded.
5.5 Except as provided in Exhibit A, Contractor shall not be reimbursed for any expenses incurred in rendering services under this Contract. 05/27/2025
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Cooperative Procurement Services (No PW) (No RFP) 3 of 10 WITTMAN ENTERPRISES, LLC
6.0 CONTRACT DOCUMENTS
The Contract comprises the following documents including all additions, deletions, modifications and appendices and all addenda setting forth any modifications or interpretations of any these documents: the Originating Agency Agreement and Exhibits A–E. In resolving conflicts resulting from any inconsistencies in in any of the Contract Documents, the parties will use the following order of precedence: (1) this Contract and any duly authorized amendments thereto; (2) Exhibits A-E; and (3) the Originating Agency Agreement (Exhibit F).
7.0 TIME FOR COMPLETION AND COMMENCEMENT OF SERVICES
All Services under the Contract must be completed in compliance with the schedule in Exhibit A.
8.0 ASSISTANCE BY CITY
All information, data, records, reports and maps as are in possession of City and necessary for the carrying out of this work shall be available to Contractor without charge. City shall make available to Contractor members of its staff for consultation with Contractor in the performance of this Contract. City does not warrant that the information data, records reports and maps heretofore or to be provided to Contractor are complete or accurate and Contractor should satisfy itself as to accuracy and completeness. City and Contractor agree that City shall have no liability should any information, data, records reports, and maps be inaccurate, incomplete or misleading. Unless provided in Exhibit A, no other assistance shall be provided by City to Contractor.
9.0 STANDARD OF PERFORMANCE
9.1 Contractor represents and warrants that it has the training, qualifications, experience and facilities necessary to properly perform the Services required under this Contract in a thorough, competent and professional manner. At all times Contractor shall faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. In meeting its obligations under this Contract, Contractor shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing services similar to those required of Contractor under this Contract.
9.2 Contractor shall keep itself informed of and comply with all applicable federal, state and local laws, statutes, codes, ordinances, regulations and rules in effect during the Term of this Contract. Contractor shall obtain any and all licenses, permits and authorizations necessary to perform the services set forth in this Contract, including any business licenses required by City. Neither City, nor any elected or appointed boards, officers, officials, employees or agents of City, shall be liable, at law or in equity, as a result of any failure of Contractor to comply with this Section.
10.0 CONTRACTOR’S STATUS; CONTRACTOR’S EMPLOYEES
10.1 Contractor shall perform the services provided for herein in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling. Contractor is not to be considered an employee of City, nor shall any employees of Contractor be considered employees of City, for any purpose. Contractor shall be under the direction and control of City staff only as to the results to be accomplished. This Contract is not intended to create the relationship of partnership, joint venture, or association between City and Contractor. 05/27/2025
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Cooperative Procurement Services (No PW) (No RFP) 4 of 10 WITTMAN ENTERPRISES, LLC
10.2 Contractor represents and warrants that all design professional services, if any, shall be provided by a person or persons duly licensed by the State of California to provide the type of services described in Exhibit A.
10.3 Neither Contractor, nor any of Contractor's officers, employees or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City’s employees. Contractor expressly waives any claim Contractor may have to any such rights.
10.4 Contractor is aware of the requirements of the Immigration Reform and Control Act of 1986 and shall comply with those requirements, including, but not limited to, verifying the eligibility for employment of all of Contractor’s officers, employees, agents and subcontractors that are included in this Contract.
10.5 The payment made to Contractor pursuant to this Contract shall be the full and complete compensation to which Contractor and Contractor’s officers, employees, agents, and subcontractors are entitled for performance of any work under this Contract. Neither Contractor nor Contractor’s officers or employees are entitled to any salary or wages, or retirement, health, leave or other fringe benefits applicable to employees of the City. City will not make any federal or state tax withholdings on behalf of Contractor. City shall not be required to pay any workers' compensation insurance on behalf of Contractor.
10.6 Contractor agrees to defend and indemnify City for any obligation, claim, suit or demand for tax, retirement contribution including any contribution to the Public Employees Retirement System (PERS), social security, salary or wages, overtime payment, or workers' compensation payment which City may be required to make on behalf of Contractor or any employee of Contractor, or any employee of Contractor construed to be an employee of City, for work done under this Contract. This is a continuing obligation that survives the termination of this Contract.
11.0 CIVIL RIGHTS
11.1 Contractor agrees to comply with Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment Practices Act, the Americans with Disabilities Act of 1990, any other applicable federal and state laws and regulations hereinafter enacted.
11.2 Contractor shall not knowingly deny an opportunity or benefit, discriminate against or harass, any employee or applicant for employment on account of the person’s race, color, ethnicity, national origin, ancestry, religion, creed, veteran status, physical disability, mental disability, medical condition, marital status, sex, sexual orientation, age, or other status protected from workplace discrimination by state or federal law.
11.3 Contractor shall not knowingly give preferential treatment to any applicant for employment on the basis of race, color, ethnicity, national origin, ancestry, religion, creed, physical disability, mental disability, medical condition, marital status, sex, or sexual orientation.
11.4 This section shall be interpreted in a manner that is consistent with the California and United States Constitutions and applicable state and federal statutes governing workplace discrimination. The terms used in this section shall have the same meaning as defined in state statutes governing the same subject matter.
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Cooperative Procurement Services (No PW) (No RFP) 5 of 10 WITTMAN ENTERPRISES, LLC
11.5 Nothing in this section shall be interpreted as prohibiting bona fide occupational qualifications consistent with applicable state and federal law and reasonably necessary to the normal operation of Contractor. Nothing in this section shall be interpreted as prohibiting regulations and policies to prevent nepotism or conflicts of interest.
11.6 Nothing in this Section shall be interpreted as prohibiting action taken to establish or maintain eligibility for any federal program, where ineligibility would result in a loss of federal funds to City.
11.7 To the fullest extent permitted by law and without limitation by the other provisions of this Contract relating to indemnification and insurance, Contractor shall also indemnify, defend and hold harmless City, and its directors, officers, employees and agents from and against all liability (including without limitation all claims, damages, penalties, fines, and judgments, associated investigation and administrative expenses, and defense costs, including but not limited to reasonable attorneys' fees, court costs, and costs of alternative dispute resolution) resulting from any claim of discrimination or harassment, including but not limited to sexual harassment, arising from the conduct of the Contractor or any of the Contractor’s officers, employees, agents, licensees, or subcontractors. In the event of a discrimination or harassment complaint against any employee, agent, licensee or subcontractors of Contractor or its subcontractors, Contractor shall take immediate and appropriate action in response to such complaint, including, but not limited to termination or appropriate discipline of any responsible employee, agent, licensee or subcontractors. The provisions of this Section survive completion of the services or termination of the Contract.
12.0 CONTROL OF SERVICES
Each Party shall appoint a representative who shall have the authority to represent and act for that Party (“Representative”). Any written or verbal directions or requests of City's Representative delivered to the Contractor’s Representative shall have the same force and effect as if delivered to the Contractor. The Contractor's Representative shall have the authority to sign any change order, coordinate the work of all subcontractors and make other decisions pertaining to the Contract.
13.0 ASSIGNMENT AND SUBCONTRACTING
13.1 Neither this Contract nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of the City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty-five percent (25%) of the present ownership and/or control of Contractor, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Contract shall be void. No approved transfer shall release the Contractor or any surety of Contractor of any liability hereunder without the express consent of City.
13.2 Contractor shall be fully responsible to the City for any acts and omissions of Contractor's subcontractor, including persons either directly or indirectly employed by subcontractor, in the event Contractor subcontracts any of the work to be performed under this Contract. Contractor's responsibility under this paragraph shall be identical to Contractor's liability for acts and omissions of Contractor and employees of the Contractor. Nothing contained in this Contract shall create any contractual relationship between City and any subcontractor of Contractor, but Contractor shall bind every subcontractor and every 05/27/2025
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Cooperative Procurement Services (No PW) (No RFP) 6 of 10 WITTMAN ENTERPRISES, LLC subcontractor of a subcontractor by the terms of this Contract applicable to Contractor's work, unless such change, omission, or addition is approved in advance in writing by the City Manager or the City Manager’s designee. All subcontractors are subject to the prior written review and approval of the City Manager or the City Manager’s designee.
14.0 LICENSES
If a license of any kind, which term is intended to include evidence of registration, is required of Contractor, its employees, agents, or subcontractors by federal, state or local law, Contractor warrants that such license has been obtained, is valid and in good standing, and that any required bond has been posted in accordance with all applicable laws and regulations.
15.0 FINANCIAL RECORDS
15.1 Contractor shall maintain any and all documents, ledgers, books of account, invoices, vouchers, canceled checks, or records demonstrating or relating to Contractor’s performance of services pursuant to this Contract or evidencing or relating to expenditures and disbursements charged to City pursuant to this Contract. Any and all such documents or records shall be maintained in accordance with generally accepted accounting principles and shall be sufficiently complete and detailed so as to permit an accurate evaluation of the services provided by Contractor pursuant to this Contract. Any and all such documents or records shall be maintained for three years from the date of execution of this Contract and to the extent required by laws relating to audits of public agencies and their expenditures. It is expressly understood and agreed that the provisions of this Section will survive termination of this Contract.
15.2 Any and all records or documents required to be maintained pursuant to this Section shall be made available for inspection, audit and copying, at any time during regular business hours, upon request by City or its Representative. Copies of such documents or records shall be provided directly to the City for inspection, audit and copying when it is practical to do so; otherwise, unless an alternative is mutually agreed upon, such documents and records shall be made available at Contractor's address indicated for receipt of notices in this Contract or the primary location from which services are rendered, whichever is closer.
16.0 OWNERSHIP OF DOCUMENTS
16.1 Upon delivery, the work product, including without limitation, all original reports, writings, recordings, drawings, files, computer code, and detailed calculations developed under this contract, are the property of City. Contractor agrees that all copyrights which arise from creation of the work pursuant to this contract shall be vested in City and hereby assigns, waives and relinquishes all claims to copyright or other intellectual property rights in favor of City. City acknowledges that its use of the work product is limited to the purposes contemplated by the scope of Services and that Contractor makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the scope of Services. If Contractor is providing copyrighted, proprietary materials in the performance of the Services, then the intellectual property provisions of Exhibit B shall prevail over the provisions of this section.
16.2 Contractor represents that it has secured all necessary licenses, consents or approvals to use the components of any intellectual property, including computer software, used in the rendering of services and the production of the work product produced under this Contract, and that City has full legal title to and the right to reproduce such materials. The 05/27/2025
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Cooperative Procurement Services (No PW) (No RFP) 7 of 10 WITTMAN ENTERPRISES, LLC Contractor covenants to defend, indemnify and hold City harmless of any loss, claim or liability in any way related to a claim that they are violating or have violated any federal, state or local laws, or any contractual provisions, relating to trade names, licenses, franchises, patents or other means of protecting interests in products or inventions. Contractor shall bear all costs arising from the use of patented, copyrighted, trade secret or trademarked materials, equipment, devices or processes used on or incorporated in the services and materials produced under this Contract. In case such materials, equipment, devices or processes are held to constitute an infringement and their use is enjoined, Contractor, at its expense, shall: (a) secure for City the right to continue using the materials by suspension of any injunction or by procuring a license or licenses for the City; or (b) modify the materials so that they become non-infringing.
17.0 CONFIDENTIALITY
17.1 Contractor shall treat all information obtained from City in the performance of this Contract as confidential and proprietary to City. Contractor shall treat all records and work product prepared or maintained by Contractor in the performance of this Contract as confidential.
17.2 Contractor agrees that it will not use any information obtained as a consequence of the performance of work for any purpose other than fulfillment of Contractor’s scope of Services. Contractor will not disclose any information prepared for City, or obtained from City or obtained as a consequence of the performance of work to any person other than City, or its own employees, agents or subcontractors who have a need for the information for the performance of Services under this Contract unless such disclosure is specifically authorized in writing by City.
18.0 CONFLICT OF INTEREST REQUIREMENT
Contractor agrees that, to the extent applicable, it shall comply with and be bound by all laws and regulations deriving from the relationship of the Contractor to the City, including the Political Reform Act (Government Codes Section 87100 et seq.) Chapters 2.32 or 2.33 of the Vista Municipal Code, the Community Redevelopment Act (Health & Safety Code 33000 et seq.) and all regulations promulgated thereunder (collectively “Conflict Laws”). As a condition precedent to the formation of this Contract, Contractor warrants and covenants that it is adequately informed regarding the obligations and duties imposed by the Conflict Laws and that to the best of Contractor's knowledge and belief, there exists no conflict of interest (under the laws) that would disqualify the Contractor from participation in any decisions arising out of the performance of this Contract. Prior to commencement of any work in the performance of this Contract, Contractor shall comply with any applicable requirements of Chapter 2.32 of the Vista Municipal Code, including any requirement to file a financial disclosure statement with the City Clerk.
Contractor further agrees that no employee, agent or subcontractor for Contractor shall perform any work for the City pursuant to this Contract which will violate the Conflict Laws.
19.0 PROHIBITION OF FINANCIAL INTEREST BY CITY OFFICIAL Contractor warrants and covenants to City that no City Official has or will have any current or future financial interest in this Contract as of the date approved, nor shall Contractor promise, offer, or enter into any written, oral or implied Contract, to provide any financial interest or remuneration of any kind or manner to any City official with respect to this Contract. For purposes of this Section, the term “City Official” shall mean and include any elected or appointed officer of City, any employee of City, or any spouse or financial dependent of a City 05/27/2025
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Cooperative Procurement Services (No PW) (No RFP) 8 of 10 WITTMAN ENTERPRISES, LLC official or employee. A violation of this provision shall render this Contract null and void and Contractor shall be subject to restitution of all fees or money paid or earned under this Contract.
20.0 INDEMNIFICATION
20.1 Contractor shall defend, indemnify and hold City and its officers, officials, employees, and volunteers (collectively, “Indemnitees”) harmless against any and all liability, loss, damage, fine, penalty, expense, claim or cost (including without limitation costs and fees of litigation) of every nature (collectively, “Liability”) arising out of or in connection with this Contract or its performance, including defects in design, except: (1) Liability caused by Indemnitees’ sole negligence or willful misconduct; or (2) for Liability caused by Indemnitees’ active negligence, in which case the indemnity received by Indemnitees shall be reduced by the amount: (i) that Indemnitees’ active negligence contributed to the Liability on a comparative basis; or (ii) such other amount as may be required by law (“Duty of Indemnification”).
20.2 Contractor, on behalf of itself and all parties claiming under or through it, hereby waives all rights of subrogation and contribution against Indemnitees, while acting within the scope of their duties, from all claims, losses and liabilities arising out of or incident to activities or operations performed by or on behalf of the Contractor regardless of any prior, concurrent, or subsequent active or passive negligence by the Indemnitees. In the event there is more than one person or entity named in the Agreement as a Contractor, then all obligations, liabilities, covenants and conditions under this instrument shall be joint and several.
21.0 INSURANCE AND BONDS
Contractor shall comply with the insurance provisions set forth in Exhibit C.
22.0 SERVICE OF NOTICE
22.1 Any notice, which either Party may desire to give to the other Party, must be in writing and may be given by personal delivery to the Party’s Representative or by overnight courier service to the Party’s address set forth in Section 1.0. Notice may also be given by mailing it by registered or certified mail, return receipt requested, to the other Party at the address set forth in Section 1.0. Any notice given by mail will be deemed given 48 hours after such notice is deposited in the United States mail, addressed as provided with postage fully prepaid.
22.2 A Party may change its address by giving notice as provided above, and the changed address shall thereafter be deemed to be the address set forth in Section 1.0.
23.0 LABOR LAW COMPLIANCE
California Labor Code Sections 1860 and 3700 provide that every contractor will be required to secure the payment of compensation to its employees. In accordance with the provisions of California Labor Code Section 1861, Contractor hereby certifies as follows:
“I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for worker’s compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract.”
24.0 SURVIVAL OF COVENANTS
Contractor’s obligations under Sections 16, 17 and 20 shall survive the termination of this Contract.
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Cooperative Procurement Services (No PW) (No RFP) 9 of 10 WITTMAN ENTERPRISES, LLC
25.0 SPECIAL PROVISIONS
This Contract is subject to, and Contractor shall comply with, the special provisions referenced in Exhibit E, if any.
26.0 EXHIBITS
All documents referenced as exhibits in this Contract, or referenced in an exhibit to this Contract, are incorporated herein.
27.0 APPLICABLE LAW, VENUE
This Contract shall be construed and enforced under the laws of the State of California. If any action is commenced by any Party to this Contract, such action shall be filed in a court of competent jurisdiction within the County of San Diego, California.
28.0 MODIFICATIONS
This Contract contains the entire agreement, between the Parties and supersedes all prior negotiations, discussions, obligations and rights of the Parties in respect of each other regarding the subject matter of this Contract. There is no other written or oral understanding between the Parties. No modification, amendment or alteration of this Contract shall be valid unless it is in writing and signed by all Parties.
[Text continued onto page 10.]
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Cooperative Procurement Services (No PW) (No RFP) 10 of 10 WITTMAN ENTERPRISES, LLC
29.0 EXECUTION
IN WITNESS WHEREOF; the Parties hereto have executed this Contract as of the Contract Date.
“City”
CITY OF VISTA, a chartered municipal
corporation
By:
JOHN B. FRANKLIN, MAYOR
ATTEST:
KATHY VALDEZ, CITY CLERK
By:
APPROVED AS TO FORM:
WALTER CHUNG, CITY ATTORNEY
By:
RISK MANAGEMENT REVIEW:
ANALISA HOLBROOK, RISK MANAGER
By:
“Contractor”
WITTMAN ENTERPRISES, LLC,
a California limited liability company
By:
NAME/TITLE
By:
NAME/TITLE
APPROVED
Beverly Roxas
20250513145118
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Exhibit A
EXHIBIT A
CONTRACTOR’S PROPOSAL
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City of Brea: RFP No. 2023.12.14.01: Ambulance Billing Services I 1 Settingthe Standardfor EMS Billing
April 4, 2025
CITY OF
VISTA
Profile and Proposal for Ambulance Billing Services
Wittman Enterprises, LLC
11093 Sun Center Drive
Rancho Cordova, California 95670
www.emsmc.com
RFP Contact: Russ Harms
Director, Customer Success
(916) 669-4628 Direct Line
[email protected]
Setting the Standard for EMS Billing
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City of Vista: EMS Billing and Collection Services | 1
TABLE OF CONTENTS
About Wittman Enterprises
Message from our CEO ........................................................................................................ 2 Statement of Qualifications ................................................................................................. 3 California Strong .................................................................................................................. 3 California EMS/Fire Partners (Proprietary and Confidential) ................................................ 3 Project Approach
EMS Partner Satisfaction ..................................................................................................... 4 Workload Accomplishment ................................................................................................. 4 Regulation and Compliance ................................................................................................. 4 Multilingual Staff ................................................................................................................. 5 Billing to Payment Cycle ...................................................................................................... 6 Electronic Access to Records
Complete Portal System ...................................................................................................... 7 Cost Proposal
Superior Performance ......................................................................................................... 8 EMS Billing Program Renewal: Proposed Fees ...................................................................... 8 05/27/2025
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City of Vista: EMS Billing and Collection Services | 2
About Wittman Enterprises
Message from our CEO
April 4, 2025
Th
ank you for the opportunity to provide our response to your Request for Information and Proposal for the City of Vista’s EMS Billing program. Since 1991 Wittman Enterprises, LLC has provided our clients complete fire and ambulance billing services in compliance with current local, state, and federal laws and statutes. We serve more than 140 EMS/Fire clients (130 of those in California) and are the largest California-based billing company with the client base, patient database, and experience with California fire departments (and multiple California government and insurance payers) for the most effective EMS billing and cost recovery programs possible.
A
s an extension of your EMS program since 2020, Wittman Enterprises has maintained a strong customer service accountability platform, providing your team real access to all management staff starting with myself. Specialized staff are already assigned to your team so that the Department and City have direct access to the person(s) on our team who can most help with whatever situation may arise.
Our Client Liaison team is always available to help provide/identify key resources you may use to get the results you need. We use every resource necessary to provide the best in customer service and collect the most for our clients. Our ultimate focus is on, and has always been based on, the best business and client services, billing results (accurate and legal billing and the highest cost recovery), and transparency (Client Portal, Reporting, Month-End-Reporting, KPIs, etc.).
I
look forward to continuing our services for the City of Vista and nurturing that longstanding partnership. Thank you for the chance to re-introduce our qualifications and commitment to your department and your city.
M
y best,
Corinne Wittman-Wong, CEO
Wittman Enterprises, LLC (established 1991)
11093 Sun Center Drive, Rancho Cordova, CA 95670
916.669.4608 direct | 855.611.0056 toll free | [email protected] 05/27/2025
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City of Vista: EMS Billing and Collection Services | 3
Statement of Qualifications
Wittman Enterprises has customized service innovations for our partners in the EMS and Fire industry since 1991. Our superior staff specializes in EMS billing and continually audits our work to ensure the highest quality of billing services. We have extensive experience in the invoicing, categorizing, recording, monitoring, supervising, and managing of ambulance billing and EMS cost recovery systems and services. Wittman bills approximately 937,000 claims annually and collect more than $721,000,000 each year for our clients.
California Strong
We do not believe that any California-based biller will provide as much in actual reimbursement or complete customer service as Wittman Enterprises has historically demonstrated. We have a proven record of collecting 10-20% more than our competitors. Out-of-state billing companies will not be able to arrive at these reimbursements either, due to their lack of billing and collection experience in California and inexperience with the multitude of California payers.
California EMS/Fire Partners (Proprietary and Confidential) Wittman Enterprises conducts all our work and coordinates all our services from our single location in the Sacramento, CA area. All production and patient services activities are conducted at 11093 Sun Center Drive in Rancho Cordova, California.
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City of Vista: EMS Billing and Collection Services | 4
Project Approach
EMS Partner Satisfaction
The City of Vista will continue to count on Wittman Enterprises to conduct diligent, regular, and uninterrupted billing and collection services in a professional, businesslike manner. Our personal approach and higher levels of service greatly exceed industry standards. Yours and your patients’ expectations and overall satisfaction are attained through ongoing and regular training, continuous improvement, and our comprehensive auditing program. We maintain the industry-leading lowest claims-per-staff ratio (generally 30% lower than our competitors) based on upholding the standard of practice our clients expect. Our thorough and ongoing training program allows us to continue to improve the business activities that we conduct for our clients and ensure that each of them receive the maximum legal reimbursement possible. We do not strive to be the largest EMS billing company but expect to be the best.
Workload Accomplishment
Our EMS billing and collection success is tied directly to the ratio of PCRs to the number of quality people assigned to your project. We believe that our people are the key to our success. Wittman innovates by fully embracing automated and technological advances while wholly recognizing that our quality service is reliant upon our talented people providing you the best level of service. As a result of our lowest claims-per-employee-ratio, we generally collect 10-20% more than our competitors for our clients.
Regulation and Compliance
Now that Wittman Enterprises is part of EMS|MC, we have an even more robust consulting division, PWW Advisory Group (PWW|AG), which assesses and drives transformational change and adopts best practices to better serve patients and their communities. Our entire team brings a deep understanding of the industry and its complexities because we’ve been in it for decades. With our insight and the expertise of our advisory and compliance group, we help you navigate compliance and operational challenges.
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Through PWW|AG, our clients gain access to industry-leading, National Academy of Ambulance Compliance (NAAC), accredited education and training on topics affecting the EMS and mobile healthcare industry. All Wittman Enterprises EMS|MC billing and coding staff are NAAC-certified professionals and maintain their competency through annual continuing education requirements. NAAC provides and accredits a wide range of continuing education programs throughout the year, both in classroom and online offerings. Wittman and the entire EMS|MC group comply with all applicable federal, state, and local laws/regulations as they apply to the services being provided: including maintaining confidentiality for all medical and patient information in accordance with HIPAA rules.
• Certified Ambulance Coder (CAC)
• Certified Ambulance Documentation Specialist (CADS)
• Certified Ambulance Compliance Officer (CACO)
• Certified Ambulance Financial Officer (CAFO)
• Certified Ambulance Privacy Officer (CAPO)
Multilingual Staff
Wittman Enterprises employs several Spanish, Chinese, and Vietnamese-speaking customer service representatives in management and non-management positions. Such valuable resources provide your patients with the highest quality of service possible. On rare occasions, if a patient speaks a language we are not staffed to service, we utilize Language Line Services to assist those customers effectively.
Billing to Payment Cycle
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Electronic Access to Records
Complete Portal Solutions
Wittman offers secured internet access to our billing system via our Complete Portal System, 24 hours a day. The system includes:
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Cost Proposal
Superior Performance
We are committed to competitive fees for our clients; however, we are not typically the “cheapest”. We have chosen as part of our business model to charge a fair market rate that will still allow us to maintain a superior level of service with a staffing level that provides both exceptional collection results and unmatched customer service. Reducing fees to “beat” the competition would mean that we cannot provide the level of customer service and performance on which our company is built.
EMS Billing Program Renewal: Proposed Fees
Based upon a cooperative purchasing agreement from the recent City of Santa Ana RFP process, Wittman Enterprises, LLC is pleased to offer the same pricing and contract term to the City of Vista for all billing, collections, financial reporting, and accounts receivable management described in our previous contract and in this RFI Response/Proposal based on the following schedule. Pricing proposal assumes one (1) 2-year contract term extension, plus three (3) 1-year optional extension terms.
Services Fees
Billing and Collection Services
3.75% of net collections
Note: Upon Vista’s separation from, or the discontinuance of, the PPGEMT-IGT program, the Consultant’s compensation rate shall be return to the previous contracted rate of 3.99% of net collections, effective the next billing cycle.
Note: Wittman Enterprises, LLC provides complementary annual revenue enhancement training for EMS and financial staff as requested. This includes (4) hours of teleconference, webinar, or TEAMS-facilitated training for Vista general staff, and (6) hours for EMS/EMS Management. Additional and/or onsite training as requested by the City of Vista will be at the contracted rate of $125 per hour (personnel rate) plus associated travel expenses.
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Exhibit B
EXHIBIT B
NOT APPLICABLE TO THIS CONTRACT
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Exhibit C, Page 1 of 3
EXHIBIT C
INSURANCE REQUIREMENTS
Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Contractor, his agents, representatives, employees, or subcontractors. Nothing in these provisions shall limit Contractor’s Duty of Indemnification.
MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:
1. Commercial General Liability (“CGL”): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products, completed operations, property damage, bodily injury, and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this Project/location or the general aggregate limit shall be twice the required occurrence limit.
2. Automobile Liability: Insurance Services Office Form Number CA 0001 covering Code 1 (any auto), with limits no less than $2,000,000 per accident for bodily injury and property damage.
3. Workers’ Compensation insurance as required by the State of California, with Statutory Limits, and Employers’ Liability insurance with a limit of no less than $1,000,000 per accident for bodily injury or disease.
Contractor shall also provide the additional coverages checked below and at least as broad as:
4. Professional Liability, with limits no less than $1,000,000 per occurrence or claim, and $2,000,000 policy aggregate.
If the Contractor maintains higher limits than the minimums shown above, City requires and shall be entitled to coverage for the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City.
Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by City. At the option of City, either: the Contractor shall cause the insurer to reduce or eliminate such deductibles or self-insured retentions as respects City, its officers, officials, employees, and volunteers; or the Contractor shall provide a financial guarantee satisfactory to City guaranteeing payment of losses and related investigations, claim administration, and defense expenses.
Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:
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Exhibit C, Page 2 of 3
to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations and automobiles owned, leased, hired, or borrowed by or on behalf of the Contractor. General liability coverage can be provided in the form of an endorsement to the Contractor’s insurance (at least as broad as ISO Form CG 20 10, CG 11 85 or both CG 20 10 and CG 20 37 forms if later revisions used), unless otherwise approved in advance by City.
2. For any claims related to this Project, the Contractor’s insurance coverage shall be primary insurance as respects City, its officers, officials, employees, and volunteers.
Any insurance or self-insurance maintained by City, its officers, officials, employees, and volunteers shall be excess of the Contractor’s insurance and shall not contribute with it.
3. Each insurance policy required by this clause shall provide that coverage shall not be canceled, except with notice to City.
Claims Made Policies
If any coverage required is written on a claims-made coverage form:
1. The retroactive date must be shown, and this date must be before the execution date of the contract or the beginning of contract work.
2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of contract work.
3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective, or start of work date, the Contractor must purchase extended reporting period coverage for a minimum of five (5) years after completion of contract work.
4. A copy of the claims reporting requirements must be submitted to City for review.
Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best rating of no less than A: VII, unless otherwise acceptable to City.
Waiver of Subrogation
Contractor hereby agrees to waive rights of subrogation which any insurer of Contractor may acquire from Contractor by virtue of the payment of any loss. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by the Contractor, its employees, agents and subcontractors.
Verification of Coverage
Contractor shall furnish City with original certificates and amendatory endorsements, or copies of the applicable insurance language, effecting coverage required by this contract. All certificates and endorsements are to be received and approved by City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor’s obligation to provide them. City reserves the right to require 05/27/2025
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Exhibit C, Page 3 of 3
complete, certified copies of all required insurance policies, including endorsements, required by these specifications, at any time.
Subcontractors
Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from subcontractors. For CGL coverage, subcontractors shall provide coverage with a format least as broad as CG 20 38 04 13.
Special Risks or Circumstances
City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other circumstances.
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Exhibit D
AGREEMENT TO COMPLY WITH CALIFORNIA LABOR LAW REQUIREMENTS [Labor Code §§ 1720, 1771.1, 1773.8, 1775, 1776, 1777.5, 1813, 1860, 1861, 3700]
NOT APPLICABLE TO THIS CONTRACT
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00108727 1 Exhibit E
EXHIBIT E
SPECIAL PROVISIONS
This Contract is subject to the following provisions, if checked:
1. State of California grant conditions, as attached.
2. Federal grant conditions, as attached.
3. Other conditions, as attached.
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Exhibit F
EXHIBIT F
ORIGINATING AGENCY AGREEMENT
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INSURANCEON FILE A-2024-208WORKMAYPROCEED
UNTILINSURANCEEXPIRES
DCITYATECLEJANOG1OZ5
CONSULTANTAGREEMENT
JA CITY OF SANTA ANA
THISAGREEMENTismade andenteredintoonthis17' dayofDecember, 2024byandbetween WittmanEnterprises, LLC, aCaliforniaLimitedLiabilitycompany, ("Consultant"), andthe City of SantaAna, a chartercity andmunicipalcorporationorganizedandexistingunderthe 0: FMSi-1(i) Constitutionandlawsof theStateof California ("City").
RobertzUbiakREITALS
A. OnAugust22, 2024, theCityissuedaRequestforProposalsNo. 24-104 ("UP"), bywhich it soughtaconsultantto provideambulanceandparamedicbillingandcollectionservices for theCity's EmergencyMedicalServices (EMS) andEmergencyMedicalTransport Services ( EMTS) Programs.
B. Consultant submitteda responsiveproposal thatwasselectedbytheCity. Consultant representsthat Consultantisableandwillingtoprovidesuch servicesto theCity described in the scope of work that was included in the RFP.
C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeablein its field andthatany servicesperformedby Consultantunderthis Agreementwill beperformedin compliancewithsuchstandardsasmay reasonablybe expectedfrom aprofessional consultingfirm in thefield.
NOWTHEREFORE, in considerationofthemutualandrespectivepromises, andsubjecttothe termsandconditions hereinaftersetforth, thepartiesagreeasfollows:
1. SCOPE OF SERVICES
1. Consultantshallperformduringtheterm of this Agreement, thetasksandobligations includingalllabor, materials, tools, equipment, andincidentalcustomaryworkrequired to fully and adequatelycompletethe servicesdescribedand setforth in Scopeof Services - Exhibit A, attachedheretoandincorporatedbyreference.
2. At thesolediscretionof theCity (uponawritingto Consultantby City Manageror his/herdesigneeandCityAttorney), Consultantshallperformthetasksandobligations includingall labor, materials, tools, equipment, andincidentalcustomaryworkrequired to fully and adequatelycompletethe servicesdescribedand set forth in Scopeof OptionalServices — EXHIBIT B, attached heretoandincorporatedbyreference.
2. COMPENSATION
a. Cityagreestopay, andConsultantagreestoacceptastotalpaymentforits servicesas set forth in EXHIBIT A, a percentagefee of 3.75% of net collectionsobtainedby Consultantforeachcontractyear, includinganyextensionsgrantedbytheCity. b. Cityagrees topay, andConsultantagreesto acceptastotalpaymentfor its optional 456646v1
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services the rates and charges as set forth in EXHIBIT B. c. Consultantshallbill forEmergencyMedicalServicesattheratesestablishedby City Council Resolution.
d. PaymentbyCityshallbemadewithinforty-five (45) daysfollowingreceiptofproper invoiceevidencingworkperformed, subjectto Cityaccountingprocedures. Cityand Consultantagreethat allpaymentsdueandowingunderthis Agreementshallbemade through Automated Clearing House (ACH) transfers. Consultantagreesto execute the City's standardACH Vendor Payment Authorization and provide required documentation. Uponverificationof thedataprovided, theCitywill beauthorized to deposit payments directly into Consultant's account(s) with financial institutions.
Paymentneednotbemadeforwork whichfailstomeetthestandardsofperformance setforthin theRecitalswhichmayreasonablybeexpectedbyCity.
3. TERM
This Agreementshall commenceon January1, 2025for a three (3) yearterm with the optionfortheCityto grantuptothree (3) 1-yearrenewals, exercisableby awritingbytheCity Managerandthe City Attorney, unlessterminatedearlierin accordancewith Section15, below.
4. INDEPENDENT CONTRACTOR
Consultant shall, during the entire term of this Agreement, be construed to be an independentConsultantandnotanemployeeoftheCity. ThisAgreementisnotintendednorshall it beconstrued tocreateanemployer -employeerelationship, ajoint venturerelationship, orto allowthe Cityto exercisediscretion or controlovertheprofessionalmannerin which Consultant performs the services which arethe subject matter of this Agreement; however, the services to be providedby Consultantshallbeprovidedin a mannerconsistentwith all applicablestandards and regulationsgoverningsuch services. Consultantshall payall salariesandwages, employer'ssocial securitytaxes, unemploymentinsuranceandsimilar taxesrelating to employeesand shall be responsiblefor all applicablewithholdingtaxes.
5. OWNERSHIP OF MATERIALS
ThisAgreementcreatesa non-exclusiveandperpetual licensefor City to copy, use, modify, reuse, or sublicenseany andall copyrights, designs, andother intellectualproperty embodiedin plans, specifications, studies, drawings, estimates, andotherdocumentsor worksof authorshipfixedin anytangiblemediumof expression, includingbutnot limitedto, physical drawingsordatamagneticallyorotherwiserecordedoncomputerdiskettes, whicharepreparedor causedto be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shallrequire all subcontractorsto agreein writing that City is granteda non-exclusiveand perpetual license for any Documents & Data the subcontractorprepares under this Agreement.
Consultantrepresentsandwarrantsthat Consultanthasthe legalright to licenseanyandall Documents & Data. Consultantmakes no such representationand warranty in regardto Documents & Datawhich wereprovidedto Consultantby theCity. City shallnot be limited in
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anywayin itsuseoftheDocumentsandDataatanytime, providedthatanysuchusenotwithin thepurposesintendedby this Agreementshallbeat City's solerisk.
6. INSURANCE
Consultant shall procure and maintain for the duration of the contract insurance against claimsfor securitybreaches, systemfailures, injuriesto persons, damagesto software, and damagesto property (includingcomputerequipment), theft, or other misuseof City's data, infringementofintellectualproperty, invasionofprivacyandbreachofdata, whichmayarisefrom or in connectionwith the performanceof the work hereunderby Consultant, its agents, representatives, or employees.
MINIMUM SCOPE OF INSURANCE
Coverage shall be at least as broad as:
1. Commercial General Liability ( CGL): InsuranceServicesOffice Form CG 00 01 coveringCGL onan "occurrence" basis, includingproductsandcompletedoperations, property damage, bodily injury andpersonal & advertising injury with limits no less than $1,000,000peroccurrenceand $2,000,000 generalaggregate.
2. Cyber Liability ( CL): Insurance, with limits notlessthan $2,000,000per occurrence or claimand $2,000,000aggregate. Coverageshallbesufficientlybroadto respondto thedutiesandobligationsasis undertakenby Consultantin this agreementandshall include, but notbe limited to, claimsinvolving securitybreach, systemfailure, data recovery, businessinterruption, cyberextortion, socialengineering, infringementof intellectualproperty, includingbutnotlimited to infringementof copyright, trademark, tradedress, invasionof privacyviolations, information theft, andreleaseof private information. Thepolicyshallprovidecoveragefor breachresponsecosts, regulatory finesandpenaltiesaswell ascreditmonitoringexpenses.
ProfessionalLiability Insurance (PL) with limits no less than $1,000,000 per occurrence or claim, and $ 2, 000, 000 aggregate.
4. Workers' Compensation (WC) asrequiredbytheStateof California, with statutory limits, andEmployer'sLiabilityinsurancewith limitsof nolessthan $1,000,000per accident, policy, employee, for bodily injury or disease.
If Consultant maintains broadercoverageand/or higher limits than the minimums shown abovefor anyline of coverage, City requiresandshallbe entitledto the broadercoverageand/or thehigherlimits maintained by Consultant. Any availableinsuranceproceedsin excessof the specifiedminimumlimitsofinsuranceand coverageshallbeavailable toCity.
Other Insurance Provisions
Theaboverequiredinsurancepoliciesareto containor beendorsedto containthefollowing provisions:
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City of SantaAna, its City Council, its officers, officials, employees, agents, and volunteersareto becoveredasadditionalinsureds, underCompany's CGL, CL, and PLpolicies, with respectto anyliability arisingoutof workoroperationsperformed by or on behalf of the Consultant.
2. Consultant'sInsurance companiesagreetowaiveallrightsofsubrogationagainstCity of SantaAna, its City Council, its officers, officials, employees, agents, andvolunteers forlossespaidunderthetermsoftheCGL, CL, PL, WCpolicies whicharisefromwork performed by Consultant under this Agreement.
3. For any claims related to this contract, Consultant's insurance coverageshall be primaryandany insurancemaintainedby City of SantaAna, its City Council, its officers, officials, employees, agents, or volunteers shall not contribute with it.
4. A severabilityofinterestprovisionmustapplyforalltheadditionalinsureds, ensuring that Consultant'sinsuranceshallapplyseparatelytoeachinsuredagainstwhomaclaim ismadeorsuitisbrought, exceptwithrespecttotheinsurer'slimitsofliability.
Insurancepolicies required hereinshallprovide thatcoverageshall not be canceled, suspended, voided, reducedin coverage orin limits, non -renewedbythecarrier, or materiallychangedexceptafterthirty (30) dayspriorwrittennoticehasbeengiven to City. Ten (10) dayspriorwrittennotice shallbeprovidedtoCityforpolicycancellation or non -renewaldueto non-paymentof premium.
6. CertificateHolderoneachEvidenceof Insurancecertificateshallbe: Cityof Santa Ana, Attention: FinanceandManagementServicesAgency, ExecutiveDirector, 20 Civic Center PlazaM- 15, SantaAna, CA 92701. The name and location ofproject must be included in the Description of Operations section of each certificate.
Self - Insured Retentions
Self -insured retentionsmustbedeclaredto andapprovedby City. Citymayrequire Consultantto provideproof of ability to paylosses andrelatedinvestigations, claim administration, anddefense expenses within the retention.
Acceptability of Insurers
Insurance isto be placedwith insurersauthorized to conductbusinessin the stateof California withacurrentA.M. BestratingofnolessthanA-:VII, unlessotherwiseacceptabletoCity.
Claims Made Policies
If anyof therequiredpoliciesprovidecoverageon aclaims -madebasis:
1. The retroactive datemust be shown andmust be before the date of the contract.
2. Insurancemustbemaintainedandevidenceof insurancemustbeprovidedforatleast three (3) years after completion of work.
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3. If coverage is canceled or non - renewed, and not replaced with another claims -made policy form with aretroactivedateprior to thecontracteffectivedate, Consultantmust purchase " extendedreporting" coveragefor a minimumof three (3) yearsafter completion of work.
Verification of Coverage
ConsultantshallfurnishCitywithoriginalCertificatesof Insuranceincludingall required amendatoryendorsements (or copiesoftheapplicablepolicy languageeffectingcoveragerequired bythisclause). Failureto obtaintherequireddocumentspriorto theworkbeginningshallnot waive City' s obligation to provide them. City reserves theright to require complete, certified copiesofall requiredinsurancepolicies, includingendorsementsrequired bythesespecifications, at any time.
Subcontractors
Consultantshallrequireandverifythatall subcontractorsmaintaininsurancemeetingall the requirements stated herein.
Special Risks or Circumstances
Cityreservestherightto modifytheserequirements, includinglimits, basedonthe nature of the risk, prior experience, insurer, coverage, or other special circumstances.
Failure to Maintain Insurance Coverage
If Consultant, for any reason, fails to maintain insurancecoverage, which is required pursuant tothis Agreement, for the entireterm of this contract, the sameshallbe deemedamaterial breachofAgreement. City, atitssoleoption, mayterminatethisAgreementatanytimeandobtain damagesfrom Companyresultingfrom saidbreach.
7. INDEMNIFICATION
Consultantagreesto defend, andshallindemnifyandholdharmlesstheCity, its officers, agents, employees, contractors, special counsel, andrepresentativesfromliability: (1) forpersonal injury, damages, justcompensation, restitution, judicialorequitablereliefarising outof claimsfor personalinjury, includingdeath, andclaimsfor propertydamage, whichmayarisefromthe negligentoperationsof the Consultant, its subcontractors, agents, employees, or otherpersons acting onits behalfwhich relatesto theservicesdescribedin section1of this Agreement; and ( 2) fromanyclaimthatpersonalinjury, damages, justcompensation, restitution, judicialor equitable reliefisduebyreasonofthetermsoforeffectsarisingfrom thisAgreement. Thisindemnityand holdharmlessagreementappliesto all claimsfordamages, justcompensation, restitution, judicial orequitablereliefsuffered, orallegedtohavebeensuffered, byreasonoftheeventsreferredto in this Sectionor by reasonof thetermsof, or effects, arisingfrom thisAgreement. TheConsultant furtheragreestoindemnify, holdharmless, andpay allcostsforthedefenseoftheCity, including feesandcostsforspecialcounsel tobeselectedbytheCity, regardinganyactionbyathirdparty challengingthe validity of this Agreement, or assertingthat personalinjury, damages, just compensation, restitution, judicialor equitablereliefdueto personal orproperty rightsarisesby reasonof thetermsof, or effectsarisingfromthisAgreement. Citymaymakeall reasonable decisionswithrespect toitsrepresentationinanylegalproceeding. Notwithstandingtheforegoing,
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to theextentConsultant's servicesaresubjectto Civil CodeSection 2782.8, theaboveindemnity shall be limited, to the extentrequiredby Civil CodeSection 2782.8, to claims thatariseout of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant.
8. INTELLECTUAL PROPERTY INDEMNIFICATION
ConsultantshalldefendandindemnifytheCity, its officers, agents, representatives, and employeesagainstany and all liability, including costs, for infringementof any United States' letters patent, trademark, orcopyright infringement, includingcosts, containedintheworkproduct or documentsprovidedby Consultantto theCitypursuantto thisAgreement.
9. RECORDS
Consultantshallkeeprecordsandinvoicesin connectionwith theworkto beperformed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costsincurredunder this Agreementand any services, expenditures, and disbursements chargedtotheCity foraminimumperiodof three (3) years, orfor anylongerperiod requiredby law, from the dateof final paymentto Consultantunderthis Agreement. All suchrecordsand invoicesshallbe clearlyidentifiable. Consultantshallallow a representativeof the City to examine, audit, andmake transcriptsor copiesof suchrecordsandanyotherdocumentscreated pursuant to this Agreement during regular businesshours. Consultant shall allow inspection of all work, data, documents, proceedings, andactivitiesrelatedto this Agreementforaperiodof three 3) yearsfrom the date of final paymentto Consultantunder this Agreement.
10. CONFIDENTIALITY
If Consultant receives from the City information which due to the nature of such informationisreasonablyunderstoodtobeconfidentialand/orproprietary, Consultantagreesthat it shallnot useor disclosesuchinformation exceptin the performanceof this Agreement, and furtheragreesto exercisethe samedegreeof careit usesto protectits own informationof like importance, but in no eventlessthan reasonablecare. " Confidential Information" shall include all nonpublicinformation. Confidentialinformationincludes notonly written information, but also information transferredorally, visually, electronically, or by other means. Confidential informationdisclosedtoeitherpartybyanysubsidiaryand/oragentoftheotherpartyiscovered by thisAgreement. Theforegoingobligationsofnon-useandnondisclosureshallnot applytoany informationthat (a) hasbeendisclosedin publicly availablesources; (b) is, throughnofault of the Consultantdisclosedin apubliclyavailablesource; (c) is in rightfulpossessionof theConsultant withoutanobligationof confidentiality; (d) is required tobedisclosed byoperationof law; or (e) is independentlydevelopedbytheConsultantwithoutreference toinformationdisclosedby the City.
11. CONFLICT OF INTEREST CLAUSE
Consultant covenantsthat it presently hasno interests and shall not have interests, direct or indirect, which wouldconflict inanymannerwith performanceof servicesspecifiedunderthis Agreement.
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12. NON- DISCRIMINATION
Consultantshallnot discriminatebecauseof race, color, creed, religion, sex, marital status, sexualorientation, genderidentity, genderexpression, gender, medicalconditions, genetic information, ormilitaryandveteranstatus, age, nationalorigin, ancestry, ordisability, asdefined andprohibitedby applicablelaw, in therecruitment, selection, teaching, training, utilization, promotion, terminationor otheremploymentrelatedactivitiesor anyservicesprovidedunderthis Agreement. Consultantaffirmsthatit is anequalopportunityemployerandshallcomplywithall applicable federal, state and local laws and regulations.
13. EXCLUSIVITY AND AMENDMENT
ThisAgreementrepresents thecompleteandexclusivestatementbetweentheCity and Consultant, and supersedesanyandallotheragreements, oralorwritten, betweentheparties. In theeventof aconflictbetweenthetermsof this Agreementandanyattachmentshereto, theterms ofthisAgreementshallprevail. This Agreementmaynotbemodifiedexceptbywritteninstrument signedbytheCityandbyanauthorizedrepresentativeof Consultant. Thepartiesagreethatany terms or conditions of any purchase order or other instrument that are inconsistent with, or in additionto, thetermsandconditions hereof, shallnotbindorobligate ConsultantortheCity. Each partyto this Agreementacknowledges thatno representations, inducements, promisesor agreements, orallyorotherwise, havebeenmadebyanyparty, oranyoneactingonbehalfof any party, which is not embodied herein.
14. ASSIGNMENT
Inasmuchasthis Agreementis intendedto securethe specializedservicesof Consultant, Consultantmaynotassign, transfer, delegate, orsubcontract anyinteresthereinwithouttheprior written consentof the City and any such assignment, transfer, delegation or subcontractwithout theCity'spriorwrittenconsentshallbeconsiderednullandvoid. Nothingin thisAgreementshall beconstrued tolimit theCity's ability to haveanyof theserviceswhicharethe subjectto this Agreementperformed byCitypersonnelorbyotherContractorsretainedbyCity.
15. TERMINATION
This Agreement maybeterminated bytheCityuponthirty (30) dayswrittennoticeof termination. Insuchevent, ConsultantshallbeentitledtoreceiveandtheCityshallpay Consultant compensationfor all servicesperformed by Consultantprior to receipt of such notice of termination, subject to the following conditions:
a. Asa conditionof suchpayment, theExecutiveDirectormayrequireConsultantto deliverto the City all work product(s) completedasof suchdate, andin suchcase suchworkproductshallbethepropertyof theCityunlessprohibitedbylaw, and ConsultantconsentstotheCity'susethereoffor such purposesastheCitydeems appropriate.
b. Payment need not be made for work which fails to meet the standard of
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performance specified in the Recitals of this Agreement.
16. WAIVER
No waiverof breach, failureof any condition, or anyright or remedycontainedin or grantedbytheprovisionsofthisAgreementshallbeeffectiveunlessit isin writingandsignedby thepartywaivingthe breach, failure, rightorremedy. No waiverofany breach, failureorright, or remedyshallbedeemedawaiverof anyotherbreach, failure, rightorremedy, whether ornot similar, norshall anywaiverconstituteacontinuingwaiverunlessthewriting sospecifies.
17. JURISDICTION - VENUE
ThisAgreementhasbeenexecutedanddeliveredintheStateofCaliforniaandthevalidity, interpretation, performance, andenforcementof anyof theclausesof this Agreementshallbe determinedandgovernedby thelawsof theStateof California. Bothpartiesfurtheragreethat OrangeCounty, California, shallbethe venuefor anyactionorproceedingthatmaybebroughtor ariseoutof, in connectionwith or byreasonof this Agreement.
18. PROFESSIONAL LICENSES
Consultantshall, throughoutthetermof thisAgreement, maintainall necessarylicenses, permits, approvals, waivers, andexemptionsnecessaryfor theprovisionof the serviceshereunder andrequiredbythelawsandregulationsoftheUnitedStates, theStateofCalifornia, theCityof SantaAnaandallothergovernmentalagencies. ConsultantshallnotifytheCityimmediatelyand in writing of its inability to obtain or maintainsuchpermits, licenses, approvals, waivers, and exemptions. Said inability shall be causefor termination of this Agreement.
19. NOTICE
Anynotice, tender, demand, delivery, or othercommunicationpursuanttothis Agreement shallbein writingandshallbedeemedto beproperlygivenif deliveredin personor mailed by firstclassor certifiedmail, postageprepaid, or sentby faxor othertelegraphiccommunicationin themannerprovidedin thisSection, tothefollowingpersons:
To City:
City Cleric
City of SantaAna
20 Civic Center Plaza ( M- 30)
P. O. Box 1988
Santa Ana, CA 92702- 1988
Fax: 714- 647- 6956
With courtesy copiesto:
Kathryn Downs, CPA, Executive Director
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FinanceandManagementServicesAgency
City of SantaAna
20 Civic Center Plaza ( M- 15)
P. O. Box 1988
Santa Ana, California 92702
To Consultant:
Corinne Wittman -Wong, CEO
Wittman Enterprises, LLC
11093 Sun Center Drive
Rancho Cordova, California 95670
A partymaychangeits addressby givingnoticein writingto theotherparty. Thereafter, anycommunicationshallbe addressed andtransmittedto the new address. If sentby mail, communicationshallbeeffectiveor deemedto havebeengiventhree (3) daysafterit hasbeen depositedin the UnitedStatesmail, dulyregistered orcertified, with postageprepaid, .and addressedassetforth above. If sentby fax, communicationshall be effective or deemedto have beengiventwenty-four (24) hoursafterthetimesetforthon thetransmissionreportissuedbythe transmitting facsimilemachine, addressedassetforthabove. Forpurposesof calculatingthese time frames, weekends, federal, state, Countyor City holidaysshallbeexcluded.
20. MISCELLANEOUS PROVISIONS
a. Each undersigned representsand warrants that its signature herein below has the power, authority andright to bind their respectivepartiesto eachof the terms of this Agreement, and shall indemnifyCity fully, includingreasonablecostsand attorney'sfees, for anyinjuriesordamagesto Cityin the eventthatsuchauthority or poweris not, in fact, heldby the signatoryor is withdrawn. b. All Exhibitsreferencedhereinandattachedheretoshallbeincorporatedasif fully setforth in thebody of this Agreement.
Signatureson Following Page)
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INWITNESSWHEREOF, thepartiesheretohave executedthisAgreementthedateandyearfirst above written.
ATTEST:
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney
s
Andrea Garcia - Miller
Assistant City Attorney
RECOMMENDED FOR APPROVAL:
Kathryn Downs, CPA
Executive Director
FinanceandManagementServicesAgency
CITY OF SANTA ANA
Alvaro Nuftez
City Manager
WITTMAN ENTERPRISES, LLC:
CorinneWittman -Wong
CEO
Tax ID# 68- 0456021
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EXHIBIT A
SCOPE OF SERVICES
General Requirements
1. Consultantshallberesponsiblefor modifyingtheirbillingsystemsto captureallnecessary data generatedfromtheambulance & paramedicbillingandcollectionservicesprogramasan electronicfile andprovide adescriptionof theelectronicfile neededto receivedatatransmitted from OCFA.
2. Consultantshallwork with OCFA andtheir electronicPrehospitalCareReport (ePCR) vendor toidentifydatainputgaps, errorsandotherdataneeds, anddescribeameansof obtaining solutions to these problems.
3. Consultantmustbeableto accuratelytransferall necessaryinformationfromthe OCFA ImageTrenddatabase, basedontheinformationprovidedbytheelectronicOCFA'sePCR, and obtainanyadditionalinformationneededthatis notincludedin the ePCRfor properand correctinvoicing.
4. Consultantmusthavethe capabilityto fully integrateandsupportOCFA's selectedePCR application.
5. Consultantshallbill foremergencymedicalservicesin atimelymanner, includingbutnot limited to the billing of Medicare, Medical/Medicaid, privateinsurances, supplemental insurances, secondaryinsurancesandworkers' compensationcarriersaccording tospecific requirements.
6. ConsultantshallprovidetotheCityandtheCity's contractedcollectionagency, listingsof accounts, whichthecompanyfeelsareuncollectable, throughnormalcollectionprocesses, for furtheractionbytheCityandtheCity'scontractedcollectionagency.
7. ContactormustbeabletoforwardandworkwiththeCity'scontractedcollectionagencyon listings of uncollectable accounts.
8. Consultantshallhavetheabilityto handlethird -partypayer submissioninquiriesregarding insurance claims.
9. Consultant mustworkwithCountyof Orangeandperformscreeningofallmedicallyindigent patients.
10. Consultantshallprocessall customerpaymentsin accordancewith the applicablePayment CardIndustry (PCI) securityrequirements.
11. Consultantshallresearchandfollow-uponallaccountswithinadequatebillinginformation.
This shallincludethefollowing at minimum:
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information, which may be found in their records;
b. Contactreceivinghospitalfor missingand/ orincompletebillinginformationneeded from the admitting/ registration records;
c. Contactpatientfamilymembersor emergency contactsfor information; d. Refer tozipcode/ streetdirectoriesforincomplete/ missingaddressinformation; and/or e. Mail inquiriesto the patient.
12. Consultantshallhavetheabilityto crossreferencepatientfilesin variousmethods (i.e. Last Name, Social SecurityNumber, Serviceor ResidenceAddress, Dateof Birth, Date of Service, etc.).
13. Consultantshallhave theabilityto receivepatientcaredocumentationon paperand electronically.
14. Consultantshallmaintainupdatedandcurrenttechnologythatwill continuouslyprovidethe highestlevelof reimbursementandcustomerservicepossible.
15. Consultant mustmeetor exceedmutuallyagreeduponcollectiontargets.
16. Consultantmustinstructcustomerstosubmitallpaymentsto Consultant, andnottheCityof Santa Ana.
17. Consultantshallcollectanddepositpaymentsonnolessthanaweeklybasis, withinthree (3) daysfollowing receiptof payment.
Customer Service Requirements
1. Consultantshalldesignatea single managerfor theCity's account, whowill betheCity's primary contactwith their agency.
2. Consultantshallprovideall supplies, equipment, personnel, computersoftwareandhardware, billingforms, insuranceforms, lienforms, envelopes, postage andsuppliesnecessaryto administer, on a day-to-day basis, the City' s EMS billing and accountsreceivablefunctions.
3. The companyshall provide all billing statementsin English and Spanish, and maintain a necessarystaff of bilingual account representatives.
4. Consultantshallprovide excellentcustomer servicetocitizensofSantaAnawhohavebilling questions orproblems, by providinga nationwidetoll -freephonenumberandanemailaddress soindividualswithquestionsorrequiringassistancewithinvoices, maycontactthecompany directlyatno additionalcosttotheCity.
5. Consultantshallhavedemonstrated experienceandabilityto actastheCity'sauthorizedagent for liaising ontheCity'sbehalfwith theCentersfor MedicareServicesand/or their designated agents as well as associated state agencies.
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6. Consultantshallhavedemonstrated experienceandabilityto actastheCity'sauthorizedagent for liaisingwith theCity'scontractEMSprovider (OCFA).
Records and Reports
1. Consultantshall maintaincompleterecordsof eachbill, including all correspondence, documents, accountrecords, transactionsanda detailedlog of all payments. Theserecords shallberetainedfor a minimumof three (3) years.
a. Consultant shallprovidetheCitywithelectronicaccesstothesebillingrecords.
2. Consultant shallmaintainrecordsthat are in accordancewith the Generally Accepted AccountingPrinciples (GAAP). TheProposeragreesthat allaccountfilesarethepropertyof theCity andwill relinquishthemto theCity attheterminationof thecontract.
Consultantshallprovidemonthlyfinance, billing, accountreceivable agingreports, billing summaries, detailsfor currentmonthinvoicing, currentwrite-off, refundreports (including pendingrefunds), detailof monthlyreceiptsaccountreconciliation, andanyadditionalreports that the City may needor request, in the specific format requested.
4. Upon request, Consultantshall make all books and recordsavailableto both internal and external auditors.
5. Consultantshallprovideannual and semi- annualEMSrevenuecollectionprojectionstoCity staff upon request.
Consultantwill conductePCRdocumentationtraining and/or workshopsfor personnel associatedwiththeOrangeCountyFireAuthorityandtheCity'sground emergencytransport provider to enhance cost recovery efficiencies. This includes ( 4) hours of teleconference, webinar, or Zoom -facilitated training, and ( 6) hours for Santa Ana EMS Management.
Additionalandonsitetrainingasrequestedby theCityof SantaAnawill beatthecontracted rateof $125perhour (personnelrate) plusassociatedtravelexpenses.
Compliance
1. Consultant mustcomply with all applicable provisions and specificationsof the Health InsurancePortability andAccountability Act (HIPAA), aswell asotherfederal, state, andlocal statuesandregulationsaddressingpatientprivacyissuesthroughoutthetermof thecontract.
2. Consultantshallmaintainproficiencyandcomplywithall statutory, regulatory, andotherlegal requirements, including amendmentsto such requirements, which impact billing, reimbursementand/or collectionsfor EMSandreleaseof privatemedicalinformation.
Consultantagreesto cooperatewith the City regardingthe handlingof accounts. These accountsmaybe included, but arenot limited to accountsof the specific ageclassifications, handicapped, and certain dependent situations.
4. Consultantshallprovide regularandcontinuous educationandtrainingfor Consultant'sstaff, updatingthemimmediatelyon allchangesintheindustryorgovernmentregulations that may haveanimpacton servicesbeingprovidedto theCity. Consultantwill extendeducationand 05/27/2025
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trainingto City staff to supportin the developmentof policiespertainingto billing and collections, aswell as hardship guidelines.
Meetings
t. Consultantmustmeetwith City staffuponexecutionof contractto discussgoalsof the relationship, the services to be provided, and other topics relevant to the ambulance & paramedicbilling andcollectionservicesprogram.
2. ConsultantagreestomeetwiththeCityroutinelyandonrequesttodiscussproblems, special needs, futurechanges, andupdatesin software, technology, statisticaldata requests, or other relevant issues.
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EXHIBIT B
SCOPE OF OPTIONAL SERVICES
A. City Paramedic Subscription Program
City atthesolediscretionof theCity ManagerandCity Attorneyshallhavetheoptiontotransferthe promotion and administrationof the City's ParamedicSubscriptionProgramto Consultantunder the following terms:
1. As aconditionto participationin Consultant'soptionalCity ParamedicSubscriptionProgram andtoensurethatCityiscompliantwithMedicareguidelinesonsubscriptionfees, Cityshall imposea minimum paramedicservicessubscriptionfee of not lessthan $70.00.
2. City shall thereafterinform Consultantin writing of City's decision toparticipatein Consultant'soptionalCityParamedicSubscriptionProgramwithinthetime -frameparameters set forth in Section 9, below.
3. Uponreceiptof City'swrittendecisionto participatein OptionalCityParamedicSubscription Program, ConsultantshallassistCity in generatingandformattingan initial massmailer to solicitparticipationbyresidentsoftheCityof SantaAnain theparamedicservicessubscription program, to bemailedby theCity. Consultantshallassistin generatingandformattinga renewal paramedicservicessubscriptionprogrammailerandwill assistin formattingthat mailer for massmailing. Basic mailer andrenewal mailer shall include a multi -color, double - sidedCityParamedicSubscriptionProgramsolicitationletter/application, andprepaidreturn envelope. Useof additionalcolors, inserts, orenclosuresmaybeaddedatthedirectionof the City. Consultant'scostshallreflectincreasedservicecosts, materials, andpostage. Consultant shallprepareastatementof additionalcostspermailingpiecefor approvalby Citypriorto incurring additional costs.
4. City shallgeneratethe initial massmailinglist from residentialbilling accountslistedin the City'sMunicipalUtility BillingSystemdatabaseforthemost currentbillingperiodapplicable.
TheMailingListshallbecomprisedofallresidentialparamedicbillingaccountsintheCity's MunicipalUtilityBillingSystem. Consultantshallannually, notlessthansixty (60) daysprior to the expiration of each registered City Paramedic Subscription Program member, send a renewalmailer/renewalapplicationto suchsubscriber; andcollect all ParamedicSubscription Programapplicationsandmembershipfeesremitted. Cityagreesto paythecostof mailing materialsandthe postagechargesassociatedto mailing saidrenewalmailers/applications including prepaidreturn envelope.
5. Consultant shallthereafter, onanon -goingbasissendaninitial paramedicservicessubscription programmailer to any non -subscriptionparamedic servicerecipient with hardshiprequests and/or privatepayinstallmentdiscussionsoccurringby telephonebetweenthepatientand Consultant'scustomerserviceagent. City agreesto paythe costof mailingmaterialsandthe postage chargesassociatedto mailing said mailers/applicationsincluding prepaidreturn envelope.
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6. Consultantshallreceiveandprocesseachsubscriptionapplicationbyaddingthemember to Consultant's systemandpostingthepayment. Thisdatabasewill beusedto identifyany subscriptionmemberthatmaybetransportedupontheinputto Consultant'sbilling system.
Citywill receiveseparatemonthlyreportsforthesubscription program.
7. Fees. TheCityagreestopaythecostofdesigninganddistributinganymarketingoroutreach materials, mailingmaterialsandthepostage chargesassociatedto distributingthemailers includingprepaidreturnenvelopes. ConsultantagreesnootherfeesmaybechargedtoCity beyond the3.75% ofnetcollectionsfromeachsubscription payment collected.
B. Implementation of EMS Treat -No -Transport Call and First Responder Call Fees The City, by a Resolutionof the City Council, may imposefeesassociatedwith EMS Treat -No - Transport callsandFirstRespondercallsat anypoint duringthetermof this agreement. If suchfees becomeactiveduringtheinitialtern, theCitywillnotifytheConsultantin writingandagreestopayto Consultantapercentagefeeof 3.75% of netcollectionsobtainedby Consultantfor eachinitial contract year. TheCityandConsultantagreetonegotiatearevisedpercentageofnetcollectionsforthefollowing extensionyearsbutin no eventmaytherevisedpercentageexceed8% of net collections. 05/27/2025
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